What changed in this filing

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Item 1. Legal Proceedings

2023-11-14 compared with 2023-05-12 · 65 added, 50 removed, 48 unchanged (71% of the section changed)

2 unchanged sentences

On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the

“Manici Action”) were filed by purported stockholders of ours in the United States District Court for the Central District

of California against us and certain of our current and former officers and directors.

The complaints allege, among other things, that

the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making

false and misleading statements and omissions of material fact in connection with the Company’s relationship with Serhat Gümrükcü

and its commercial prospects.

“Manici Action”) were filed by purported stockholders of the Company in the United States District Court for the Central District

of California against the Company and certain of the Company’s current and former officers and directors.

The complaints allege,

among other things, that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule

10b-5 thereunder, by making false and misleading statements and omissions of material fact in connection with the Company’s relationship

with Serhat Gümrükcü and its commercial prospects.

The complaints seek unspecified damages, interest, fees, and costs.

On November 22, 2022, the Manici Action

was voluntarily dismissed without prejudice, but the Chow action remains pending.

The defendants did not respond to the complaint in the

Manici action and have not yet responded to the complaint in the Chow action.

The Company intends to contest this matter but expresses

no opinion as to the likelihood of a favorable outcome.

On November 22, 2022, the Manici Action was voluntarily dismissed without prejudice, but the Chow action remains pending.

The defendants

did not respond to the complaint in the Manici action and have not yet responded to the complaint in the Chow action.

intends to contest this matter but expresses no opinion as to the likelihood of a favorable outcome.

Federal Derivative Litigation .

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to dismiss in the Securities Class Action Litigation.

The Court also set a status conference for November 6, 2023.

The defendants have

not yet responded to the complaint.

The Company intends to contest this matter but expresses no opinion as to the likelihood of a favorable

On October 21, 2022, the Company filed a Complaint in the Superior Court of

the State of California for the County of Los Angeles against Serhat Gümrükcü, Wittekind, G Tech, SG & AW, and SRI.

The Complaint alleges that the defendants engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the

Company the results of multiple studies supporting its [Hepatitis B] and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants

manipulated negative results to reflect positive outcomes from various studies, and even fabricated studies out of whole cloth.”

As a result of the defendants’ conduct, the Company claims that it “paid approximately $25 million to Defendants and third-parties

that it would not otherwise have paid.” On April 21, 2023, defendants Wittekind, G Tech, SG & AW, and SRI filed a demurrer with

respect to some, but not all, of the Company’s claims, as well as a motion to strike.

On December 28, 2022, the Company received a demand

letter on behalf of Weird Science LLC (“Weird Science”), William Anderson Wittekind, the William Anderson Wittekind 2020 Annuity

Trust, the William Anderson Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity Trust, and the Ty Mabry 2021 Annuity Trust alleging

that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS Group ApS.

Specifically,

the demand letter alleges that the Company “breached its obligations under the Investor Rights Agreement to provide the requisite

thirty days’ notice” to Holders of Registrable Securities in connection with SEC Form S-3 filings on July 13, 2020 and February

11, 2022 and demands over $64 million in damages.

The Company denies these allegations and intends to vigorously defend against this claim.

On March 1, 2021, former Enochian BioSciences Chief

Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the U.S.

District Court for the District of Vermont

against the Company, Enochian BioSciences Denmark ApS, and certain directors and officers.

The defendants have not yet responded to the complaint.

The Company intends to contest

this matter but expresses no opinion as to the likelihood of a favorable outcome.

21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat

Gümrükcü, William Anderson Wittekind (“Wittekind”), G Tech, SG & AW Holdings, LLC, and SRI.

The Complaint

alleges that the defendants engaged in a “concerted, deliberate scheme to alter, falsify, and misrepresent to the Company the results

of multiple studies supporting its Hepatitis B and SARS-CoV-2/influenza pipelines.” Specifically, “Defendants manipulated

negative results to reflect positive outcomes from various studies, and even fabricated studies out of whole cloth.” As a result

of the defendants’ conduct, the Company claims that it “paid approximately $25 million to Defendants and third-parties that

it would not otherwise have paid.” On April 21, 2023, defendants Wittekind, G Tech, SG & AW Holdings, LLC, and SRI filed a demurrer

with respect to some, but not all, of the Company’s claims, as well as a motion to strike.

On September 6, 2023, the court denied

in part and granted in part the pending motions.

On September 7, 2023, the court entered a case management order setting the final status

conference, trial, and other intervening deadlines.

We will continue to pursue our claims against these defendants.

On March 1, 2021, the Company’s

former Chief Financial Officer, Robert Wolfe and his company, Crossfield, Inc., filed a Complaint in the U.S.

District Court for the District

of Vermont against the Company, Renovaro BioSciences Denmark ApS, and certain directors and officers.

In the Complaint, Mr.

Wolfe and Crossfield,

asserted claims for abuse of process and malicious prosecution, alleging, inter alia, that the Company lacked probable cause to file

and prosecute an earlier action, and sought millions of dollars of compensatory damages, as well as punitive damages.

The allegations

in the Complaint relate to an earlier action filed by the Company and Enochian BioSciences Denmark ApS in the Vermont Superior Court,

Orange Civil Division.

On March 3, 2022, the court partially granted the Company’s motion to dismiss, dismissing the abuse of process

claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen.

On November 29, 2022, the

Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution.

The Company denies the

allegations set forth in the Complaint and will continue to vigorously defend against the remaining claim.

Crossfield, Inc.

asserted claims for abuse of process and malicious prosecution, alleging, inter alia, that the Company lacked probable

cause to file and prosecute an earlier action, and sought millions of dollars of compensatory damages, as well as punitive damages.

allegations in the Complaint relate to an earlier action filed by the Company and Renovaro BioSciences Denmark ApS in the Vermont Superior

Court, Orange Civil Division.

On March 3, 2022, the court partially granted the Company’s motion to dismiss, dismissing the abuse

of process claim against all defendants and all claims against Mark Dybul and Henrik Grønfeldt-Sørensen.

On November 29,

2022, the Company filed a motion for summary judgment with respect to the sole remaining claim of malicious prosecution.

On August 24,

2023, the court denied the motion for summary judgment.

On September 7, 2023, the Company moved for reconsideration of the court’s

The Company denies the allegations set forth in the Complaint and will continue to vigorously defend against the remaining claim.

7, 2023, Weird Science LLC (“Weird Science”), Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson

Wittekind 2021 Annuity Trust, the Dybul 2020 Angel Annuity Trust, and the Ty Mabry 2021 Annuity Trust (collectively, the “Trusts”)

(collectively, “Plaintiffs”) filed a Verified Complaint against the Company in the Court of Chancery of Delaware.

allege that the Company breached the February 16, 2018 Investor Rights Agreement between the Company, Weird Science, and RS Group ApS

(the “Investor Rights Agreement”).

According to the Verified Complaint, the Investor Rights Agreement required the Company

to (i) notify all “Holders” of “Registrable Securities” at least 30 days prior to filing a registration statement

and (ii) afford such Holders an opportunity to have their Registrable Securities included in such registration statement.

Plaintiffs allege

that the Company breached these registration rights by failing to provide the required notice in connection with S-3 registration statements

filed by the Company on July 13, 2020 and February 11, 2022.

Plaintiffs seek compensatory damages, pre- and post-judgment interest, costs,

and attorneys’ fees.

The Company denies Plaintiffs’ allegations and intends to vigorously defend against the claim.

On August 24, 2023, counsel on

behalf of Weird Science, Wittekind, individually, and Wittekind, as trustee of the Trusts served a demand to inspect the Company’s

books and records (the “Demand”) pursuant to Delaware General Corporation Law, § 220 (“Section 220”).

The Demand seeks the Company’s books and records in connection with various issues identified in the Demand.

The Company takes its

obligations under Section 220 seriously and, to the extent that the requests are proper under Section 220, intends to comply with those

Risk Factors.

1 unchanged sentence

business and financial results are discussed within Item 1A ”Risk Factors” of our annual report for the fiscal year ended

June 30, 2022, on Form 10-K (“2022 Form 10-K”) filed with the SEC on February 27, 2023.

June 30, 2023, on Form 10-K (“2023 Form 10-K”) filed with the SEC on October 2, 2023.

There have been no material

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings