STOCKHOLDERS’ EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock 10,000,000 0.0001 Common Stock 100,000,000 0.0001 52,219,661 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 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 Amendment Date is limited to 12,016,457 shares of Common Stock, representing 19.99% In consideration for entering into the Purchase Agreement, we issued 139,567 During the three months ended September 30, 2021 and 2020, we did not sell any shares of Common Stock to Lincoln Park under the Purchase Agreement. 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% of the gross proceeds raised in the Financing. The Company also agreed to pay the Placement Agent certain expenses. The Company paid $ 2,090,000 66,011 26,843,998 Common Stock Issuances — 139,567 Acquisition of Enochian Biopharma Inc. / Contingently issuable shares — 1,350,000 Acquisition of Enochian Denmark — 17,414 167,639 Stock-based Compensation 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: Summary of weighted-average assumptions used to estimate the fair values of the stock options granted Enochian Biosciences Inc. Expected term (in years) 5.0 6.5 Volatility 82.39 89.75 Risk free interest rate 0.77 1.05 Dividend yield 0 The Company recognized stock-based compensation expense related to the options of $ 2,727,975 316,950 9,102,698 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 On October 30, 2019, the Board approved and on October 31, 2019, the Company’s shareholders 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 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 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. Pursuant to the 2019 Plan, the Company granted options to purchase 3,009,300 3 During the quarters ended September 30, 2021, and 2020 the Company granted options to purchase 26,735 24,196 The Company issued options to purchase 21,979 24,500 To date the Company has granted options under the Plan (“Plan Options”) to purchase 4,411,667 A summary of the status of the Plan Options and Grant Warrants outstanding at September 30, 2021 is presented below: Summary of stock options outstanding 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 4.50 288,543 8.95 $ 3.24 131,136 8.53 $ 3.15 $ 4.51 6.50 3,538,330 9.44 $ 4.80 451,999 7.34 $ 6.18 $ 6.51 8.00 584,794 8.53 $ 7.88 556,094 8.45 $ 7.93 Total 4,411,667 9.28 $ 5.11 1,139,228 8.02 $ 6.68 A summary of the status of the Plan Options at September 30, 2021 and changes since July 1, 2021 are presented below: Summary of stock option activity Shares Weighted Average Exercise Average Remaining Life Weighted Average Intrinsic Outstanding at beginning of period 1,329,153 $ 6.24 8.42 $ 511,239 Granted 3,082,514 $ 4.61 10.0 Exercised $ — $ — — $ — Forfeited $ — $ — — $ Expired $ — $ — — $ — Outstanding at end of period $ 4,411,667 $ 5.11 9.28 $ 7,838,801 Exercisable end of period $ 1,139,228 $ 6.68 8.02 $ 767,631 At September 30, 2021, the Company had 1,139,228 767,631 Common Stock Purchase Warrants A summary of the warrants outstanding at September 30, 2021, are presented below: Summary of common stock purchase warrants outstanding Shares Weighted Average Exercise Weighted Average Remaining Outstanding at beginning of period 1,350,000 $ 1.30 1.02 Granted — $ — — Exercised — $ — — Cancelled/Expired — $ — — Outstanding and exercisable at end of period 1,350,000 $ 1.30 .76 Summary of common stock purchase warrants Underlying Warrants Outstanding Equivalent Shares Exercisable Exercise Prices Equivalent Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 1.30 1,350,000 .76 $ 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 $ 2,991 3,218 A summary of the status of Restricted Stock Units outstanding at September 30, 2021 is presented below: Summary of restricted stock units outstanding Shares Weighted Average Issuance Weighted Average Remaining Weighted Average Intrinsic Outstanding at beginning of period 5,000 $ 6.15 .27 $ — Granted — — — — Exercised — — — — Cancelled/Expired — — — — Outstanding at end of period 5,000 6.15 .27 $ — Summary of restricted stock units activity Restricted Stock Units Outstanding Grant Price Stock Units Weighted Average Remaining Contractual Life (years) Weighted Average Issuance Price 6.15 5,000 .27 $ 6.15 |