Item 1.01. Entry into a Material Definitive Agreement.
On June 14, 2021, Enochian Biosciences, Inc. (the "Company") and certain
institutional investors entered into a securities purchase agreement (the
"Purchase Agreement"), pursuant to which the Company agreed to sell to such
investors an aggregate of 3,866,668 shares of common stock, par value $0.0001
(the "Common Stock"), in a registered direct offering, for gross proceeds of
approximately $29 million (the "Financing"). The purchase price for each share
of Common Stock is $7.50.
Pursuant to the Purchase Agreement, the Company agreed not to issue or enter
into any agreement to issue Common Stock from June 14, 2021 until ninety (90)
days after the closing of the Financing.
The Company currently intends to use the net proceeds from the Financing to
complete an exclusive license agreement to accelerate the development of an
innovative technology to potentially treat and prevent all variants of COVID-19
and influenza viruses; and to advance two platform technologies with the
potential to cure Hepatitis B Virus, HIV and many solid tumors beginning with
pancreatic cancer; and for working capital and general corporate purposes.
The Company entered into a letter agreement dated June 14, 2021 (the "Letter
Agreement") with H.C. Wainwright & Co., LLC, as exclusive placement agent (the
"Placement Agent"), pursuant to which the Placement Agent agreed to act as the
exclusive placement agent for the Financing. The Company agreed to pay the
Placement Agent an aggregate fee equal to 7.0% of the gross proceeds raised in
the Financing. The Company also agreed to pay the Placement Agent certain
A copy of the Letter Agreement and form of the Purchase Agreement are attached
hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by
reference. The foregoing summaries of the terms of the Letter Agreement and the
Purchase Agreement, are subject to, and qualified in their entirety by, such
On June 14, 2020, the Company issued a press release announcing the Financing. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
5.1 Legal Opinion of K&L Gates LLP.
10.1 Letter Agreement, dated June 14, 2021 between Enochian Biosciences,
Inc. and H.C. Wainwright & Co., LLC.
10.2 Form of Securities Purchase Agreement dated June 14, 2021, among
Enochian Biosciences, Inc. and certain institutional investors.
99.1 Press Release dated June 14, 2021.
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