Current Report Filing (8-k)
February 03 2020 - 10:40AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 31, 2020
ENOCHIAN
BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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000-54478
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45-2559340
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation)
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Identification
No.)
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2080
Century City East
Suite
906
Los
Angeles, CA 90067
(Address
of principal executive offices)
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+1(786)
888-1685
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange
on Which Registered Common Stock, par value $0.0001 per share ENOB The Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item
1.01 Entry into a Material Definitive Agreement.
On
January 31, 2020, Enochian Biosciences, Inc., a Delaware corporation (the “Company”) entered into a Statement
of Work & License Agreement (the “License Agreement”), by and among the Company, G Tech Bio, LLC, a California
limited liability company (“G Tech”) and G Health Research Foundation, a not for profit entity organized under
the laws of California doing business as Seraph Research Institute (“SRI”), whereby the Company acquired an
perpetual, sublicensable, exclusive license (the “License”) for a treatment under development (the “Treatment”)
aimed to treat the Hepatitis B Virus (HBV) infections in accordance with its agreement in principle with G Tech and SRI announced
by the Company on November 25, 2020.
The
License Agreement states that in consideration for the License, the Company shall provide cash funding for research costs and
equipment and certain other in-kind funding related to the Treatment over a 24 month period, and provides for an up front payment
of $1.2 million within 7 days of January 31, 2020, along with additional payments upon the occurrence of certain benchmarks in
the development of the technology set forth in the License Agreement, in each case subject to the terms of the License Agreement.
Additionally, the License Agreement provides for cooperation related to the development of intellectual property related to the
Treatment and for a 2% royalty to G Tech on any net sales that may occur under the License.
The
License Agreement contains customary representations, warranties and covenants of the parties with respect to the development
of the Treatment and the License. G Tech and SRI are each controlled by certain members of Weird Science, LLC, a shareholder of
the Company, and G Tech and the Company are party to a consulting agreement, dated July 9, 2018, under which G Tech provides services
to the Company unrelated to the License.
The
foregoing description of the License Agreement does not purport to be complete, and is qualified in its entirety by reference
to Exhibit 10.1 hereto, which is incorporated by reference herein.
Item
8.01 Other Events.
On
February 3, 2020, the Company issued a press release announcing the License Agreement and the acquisition of the License described
in Item 1.01 hereto. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ENOCHIAN BIOSCIENCES, INC.
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By:
/s/Mark R. Dybul
Name:
Mark R. Dybul
Title:
Executive Vice Chair
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Date:
February 3, 2020
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