STOCKHOLDERS’ EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock 10,000,000 0.0001 Common Stock 100,000,000 0.0001 52,219,661 46,497,409 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 August 1, 2023 Under the Purchase Agreement, we may direct Lincoln Park, at our sole discretion subject to certain conditions, to purchase up to 200,000 125,000 1,000,000 Our sale of shares of Common Stock to Lincoln Park subsequent to the date of the Purchase Agreement is limited to 12,016,457 shares of Common Stock, representing 19.99% of the shares In consideration for entering into the Purchase Agreement, we issued 139,567 In June 2021, we issued 200,000 1,221,350 Private Placement Pursuant to a private placement offering, the Company issued 1,275,719 5,000,800 Purchase Agreement Pursuant to Registered Direct Offering On June 14, 2021, the Company and certain institutional investors entered into a securities purchase agreement (the “Registered Direct Purchase Agreement”), pursuant to which the Company agreed to sell to such investors an aggregate of 3,866,668 shares of 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 was $7.50. The Company agreed to pay the Placement Agent an aggregate fee equal to 7.0 2,090,000 66,011 26,843,998 Common Stock Issuances On June 30, 2021, the Company issued 5,000 On June 16, 2021, the Company issued 3,866,668 7.50 26,843,998 2,156,012 On June 14, 2021, the Company issued 150,000 6.79 1,018,500 On June 11, 2021, the Company issued 50,000 4.057 202,850 From March 18, 2021 through June 9, 2021, the Company issued 1,275,719 3.92 5,000,800 On February 18, 2021, there were 35,000 147,000 On February 11, 2021, the Company issued 74,054 298,178 On December 14, 2020, the Company issued 63,122 1.30 82,056 On December 14, 2020, the Company issued 63,122 3.05 192,522 On March 30, 2020, the Company issued 188,485 501,370 5 493,192 On January 9, 2020, the Company issued 5,000 On December 27, 2019, there were 30,000 144,000 On July 3, 2019, the Registrant issued 500,000 2.00 1.0 On July 3, 2019, the Registrant issued 500,000 4.42 2.2 Acquisition of Enochian Biopharma / Contingently issuable shares On February 16, 2018, the acquisition of Enochian Biopharma was completed. As part of the acquisition, the stockholders of Enochian Biopharma received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive Contingent Shares of Common Stock pro rata upon the exercise or conversion of warrants, which were outstanding at closing. As of June 30, 2021, 1,350,000 Acquisition of Enochian Denmark At June 30, 2021 and 2020, the Company maintained a reserve of 17,414 82,237 167,639 59,835 Stock-based Compensation The Company recognizes compensation costs for stock option awards to employees 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. In the year ended June 30, 2021, 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: Summary of weighted-average assumptions used to estimate the fair values of the stock options granted Enochian Biosciences Inc. Expected term (in years) 5.5 6.50 Volatility 79.77 87.77 Risk free interest rate 0.26 0.99 Dividend yield 0 The Company recognized stock-based compensation expense related to all equity instruments of $ 1,444,798 884,724 388,800 Grant Warrants In October of 2017, the Company issued warrants to APE Invest A/S and N.E. Nielsen, and in January 2018, the Registrant issued a warrant to Eric Leire (each a “Grant Warrant” and collectively the “Grant Warrants”) for an aggregate of Grant Warrants to purchase 900,000 500,000 2.00 1,000,000 Plan Options On February 6, 2014, the Board adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and the Company had reserved 1,206,000 On October 30, 2019, the Board approved and on October 31, 2019, the Company’s stockholders adopted 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, and (2) the number of shares available for the grant of awards as of the effective date under the 2014 Plan plus any options related to awards that expire, are terminated, surrendered, or forfeited for any reason without issuance of shares under the 2014 Plan after the effective date of the 2019 Plan. Pursuant to the 2019 Plan, the Company granted options to purchase 31,700 41,999 3 During the years ended June 30, 2021, and 2020 the Company granted options to purchase 184,509 587,296 1,329,153 The Company issued options to purchase 15,000 27,990 A summary of the Plan Options outstanding at June 30, 2021 is presented below: Summary of stock options outstanding Options Outstanding Options Exercisable Exercise 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 4.50 288,543 9.2 $ 3.24 106,940 8.72 $ 2.98 $ 4.51 6.50 506,495 7.74 $ 6.13 451,999 7.59 $ 6.18 $ 6.51 8.00 534,115 8.64 $ 7.97 534,115 8.64 $ 7.97 Total 1,329,153 8.42 $ 6.24 1,093,053 8.21 $ 6.74 A summary of changes since July 1, 2020 are presented below: Summary of stock option activity Weighted Average Weighted Average Weighted Average Shares Exercise Price Remaining Life Intrinsic Value Outstanding at July 1, 2020 1,105,442 $ 6.78 9.19 $ 107,931 Granted 231,209 3.65 10.00 — Exercised — — — — Forfeited — — — — Expired (7,499 ) — — — Outstanding at June 30, 2021 1,329,153 $ 6.24 8.42 $ 511,239 Exercisable at June 30, 2021 1,093,053 $ 6.74 8.21 $ 233,670 At June 30, 2021, the Company has 1,093,053 233,670 Common Stock Purchase Warrants A summary of the warrants outstanding at June 30, 2021, and changes in the warrants in the year ended June 30, 2021 are presented below: Summary of common stock purchase warrants outstanding Weighted Average Weighted Average Underlying Shares Exercise Price Remaining Life Outstanding at July 1, 2020 1,438,122 $ 1.42 1.99 Granted — — — Exercised (63,122 ) 1.30 — Cancelled/Expired (25,000 ) — — Outstanding at June 30, 2021 1,350,000 $ 1.30 1.02 Exercisable at June 30, 2021 1,350,000 $ 1.30 1.02 Summary of common stock purchase warrants Outstanding Equivalent Shares Exercisable Exercise Prices Underlying Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 1,350,000 1.02 $ 1.30 1,350,000 $ 1.30 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 RSUs of $ 147,000 144,000 5,000 6,209 A summary of Restricted Stock Units outstanding at June 30, 2020 and changes in the RSUs in the year ended June 30, 2021 are presented below: Summary of restricted stock units outstanding Shares Weighted Average Issuance Weighted Average Remaining Life Weighted Average Intrinsic Outstanding at July 1, 2020 10,000 $ 6.15 1.02 $ — Granted 35,000 — — — Exercised (40,000 ) — — — Cancelled/Expired — — — — Outstanding at June 30, 2021 5,000 $ 6.15 .52 $ — Summary of restricted stock units activity Restricted Stock Units Outstanding Shares Weighted Average Remaining Contractual Life (years) Weighted Average Issuance Price 5,000 .52 $ 6.15 |