STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Voting — Dividends — Liquidation Rights — Purchase Agreement with Lincoln Park Capital On July 8, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $20,000,000 of shares of our Common Stock from time to time from August 1, 2023. Under the Purchase Agreement, we may direct Lincoln Park, at our sole discretion subject to certain conditions, to purchase up to 200,000 shares of Common Stock on any business day (a “Regular Purchase”). The amount of a Regular Purchase may be increased under certain circumstances up to 125,000 shares of Common Stock, provided that Lincoln Park’s committed obligation for Regular Purchases on any business day shall not exceed $1,000,000. In the event we purchase the full amount allowed for a Regular Purchase on any given business day, we may also direct Lincoln Park to purchase additional amounts as accelerated and additional accelerated purchases. The purchase price of shares of Common Stock related to the future funding will be based on the then prevailing market prices of such shares at the time of sales as described in the Purchase Agreement. Our sale of shares of Common Stock to Lincoln Park subsequent to the Amendment Date is limited to 12,016,457 shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding on the Amendment Date unless (i) stockholder approval is obtained, (ii) the average price of all applicable sales to Lincoln Park under the Purchase Agreement equals or exceeds the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement or (B) the average of the closing prices on the Nasdaq Capital Market for the five Business Days immediately preceding the date of the Purchase Agreement or (ii) to the extent it would cause Lincoln Park to beneficially own more than 9.99% of the Company’s outstanding shares of Common Stock at any given time. In consideration for entering into the Purchase Agreement, we issued 139,567 shares of Common Stock to Lincoln Park as a commitment fee on July 21, 2020. During the three and six months ended December 31, 2020, we did not sell any shares of Common Stock to Lincoln Park under the Purchase Agreement. Common Stock Issuances — On December 14, 2020, the Registrant issued 63,122 shares of Common Stock valued at the price of $1.30 strike price per share pursuant to the exercise of vested warrants for total proceeds of $82,056. On December 14, 2020, the Registrant issued 63,122 shares of Common Stock valued at the price of $3.05 per share in connection with the acquisition of Enochian Biopharma. This non-cash transaction impacted shareholders’ equity in the amount of $192,522. On December 27, 2019, there were 30,000 restricted share units issued that immediately vested and were converted into shares in exchange for consulting services valued at $144,000. On July 3, 2019, the Registrant issued 500,000 shares of Common Stock valued at the price of $2.00 strike price per share pursuant to the exercise of vested grant warrants for total proceeds of $1.0 million. On July 3, 2019, the Registrant issued 500,000 shares of Common Stock valued at the price of $4.42 per share in connection with the acquisition of Enochian Biopharma. This non-cash transaction impacted shareholders’ equity in the amount of $2.2 million. Acquisition of Enochian Biopharma / Contingently issuable shares — Acquisition of Enochian Denmark — Recognition of Options The Company recognizes compensation costs for stock option awards to employees and directors based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows: Enochian Expected term (in years) 5.0 – 6.5 Volatility 80.03%-82.34% Risk free interest rate 0.26%-.45% Dividend yield 0% The Company recognized stock-based compensation expense related to the options of $359,391 and $668,482 for the three and six months ended December 31, 2020, respectively. The Company recognized stock-based compensation expense related to the options of $500,562 and $726,828 for the three and six months ended December 31, 2019, respectively. At December 31, 2020, the Company had approximately $651,337 of unrecognized compensation cost related to non-vested options. Plan Options On February 6, 2014, the Board adopted the Company’s 2014 Equity Incentive Plan (the “Plan”), and the Company had reserved 1,206,000 shares of Common Stock for issuance in accordance with the terms of the Plan. On October 30, 2019, the Board approved and on October 31, 2019, the Company’s shareholders adopted the Enochian’s 2019 Equity Incentive Plan (the “2019 Plan”), which replaced the 2014 Plan. The 2019 Plan authorized options to be awarded to not exceed the sum of (1) 6,000,000 new shares of Common Stock, and (2) the number of shares of Common Stock available for the grant of awards as of the effective date under the 2014 Plan that, after the effective date of the 2019 Plan, expires, or is terminated, surrendered, or forfeited for any reason without issuance of shares. The remaining shares of Common Stock available for grant related to the 2014 Plan was of 655,769 as of the effective date, this amount along with the new 6,000,000 shares totals 6,655,769 shares of Common Stock available to grant immediately after the effective date of the 2019 Plan. For the three and six months ended December 31, 2020, the Company granted annual options to purchase 63,435 and 87,631 shares of Common Stock to members of the Board of Directors and Scientific Advisory Board with a one-year vesting period. Options will be exercisable at the market price of the Company’s Common Stock on the date of the grant. For the three and six months ended December 31, 2019, the Company granted annual options of zero and 13,470 to members of the Board of Directors and Scientific Advisory Board with a one-year vesting period pursuant to their contracts. For three and six months ended December 31, 2020, the Company granted options of 9,201 to employees with a three year vesting period. For the three and six months ended December 31, 2019, the Company granted options of 21,999, to employees with a three year vesting period. Options will be exercisable at the market price of the Company’s common stock on the date of grant. The Company granted 20,000 fully vested options to senior employees in pursuant to the 2014 Plan. Options will be exercisable at the market price of the Company’s common stock on the date of the grant. The Company issued 15,000 options with immediate vesting for services with a Black-Sholes value of $27,900 during the three and six months ended December 31, 2020. The Company issued 30,000 restricted units shares with immediate vesting in exchange for consulting services valued at $144,000 for services for the three and six months ended December 31, 2019. To date the Company has granted options under the 2019 Plan (“Plan Options”) to purchase 1,212,275 shares of Common Stock. A summary of the status of the Plan Options and Grant Warrants outstanding at December 31, 2020 is presented below: Options Outstanding Options Exercisable Exercise Price Ranges Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price $ 2.00 – 4.50 195,663 9.51 $ 3.09 20,063 9.34 $ 3.16 $ 4.51 – 6.50 482,497 8.12 $ 6.14 432,833 8.07 $ 6.17 6.51 – 8.00 534,116 9.14 $ 7.97 70,575 7.53 $ 7.80 Total $ — 1,212,275 8.79 $ 6.46 523,471 8.05 $ 6.28 A summary of the status of the Plan Options at December 31, 2020 and changes since July 1, 2020 are presented below: Weighted Average Average Weighted Average Shares Exercise Price Remaining Life Intrinsic Value Outstanding at beginning of period 1,105,442 $ 6.78 9.19 $ 107,931 Granted 111,832 $ 3.21 10.0 Exercised — — — — Forfeited — — — Expired (4,999 ) — — — Outstanding at end of period 1,212,275 $ 6.46 8.79 $ 15,950 Vested and expected to vest - Exercisable end of period 523,471 $ 6.28 8.05 $ 900 At December 31, 2020, the Company had 523,471 exercisable Plan Options. The total intrinsic value of options at December 31, 2020 is $15,950. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) at December 31, 2020 (for outstanding options), less the applicable exercise price. Common Stock Purchase Warrants A summary of the shares of Common Stock, which can be purchased, related to the underlying the warrants outstanding for the six-month period as of December 31, 2020, is presented below: Weighted Average Weighted Average Shares Exercise Remaining Life Outstanding at beginning of period 1,438,122 $ 1.42 1.99 Granted Exercised (63,122 ) 1.30 1.30 Cancelled/Expired - - - Outstanding at end of period 1,375,000 $ 1.42 1.49 Exercisable end of period 1,375,000 $ 1.42 1.49 Equivalent Shares Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weight Average Remaining Contractual Life (years) Weight Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 1,350,000 1.51 $ 1.30 1,350,000 $ 1.30 $ 8.00 25,000 .12 $ 8.00 25,000 $ 8.00 Total 1,375,000 1.49 $ 1.42 1,375,000 $ 1.42 The exercise price of certain warrants and the number of shares underlying the warrants are subject to adjustment for stock dividends, subdivisions of the outstanding shares of Common Stock and combinations of the outstanding shares of Common Stock. For so long as the warrants remain outstanding, we are required to keep reserved from our authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the shares underlying the warrants. Restricted Stock Units (RSUs) The Company recognized stock-based compensation expense related to the RSUs of $7,860 and $17,066 for the three and six months ended December 31, 2020, respectively. The Company recognized stock-based compensation expense related to RSUs of $181,755 and $189,499 for both the three and six months ended December 31, 2019. A summary of the status of Restricted Stock Units outstanding at December 31, 2020 is presented below: Weighted Average Weighted Average Weighted Average Shares Issuance Remaining Life Intrinsic Outstanding at beginning of period 10,000 $ 6.15 .52 $ — Granted - - - — Exercised - - - - Cancelled/Expired - - - — Outstanding at end of period 10,000 6.15 .52 $ — Exercisable end of period — $ — — $ — Restricted Stock Units Outstanding Grant Price Stock Units Weight Average Remaining Contractual Life (years) Weight Average Issuance Price 6.15 10,000 .52 $ 6.15 Total 10,000 .52 $ 6.15 |