STOCKHOLDERS’ EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock 10,000,000 0.0001 Common Stock 100,000,000 0.0001 52,633,267 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 and six months ended December 31, 2021, we issued 277,340 3,048,339 Common Stock Issuances — 413,606 126,244 265,811 Acquisition of Enochian Biopharma Inc. / Contingently issuable shares — 1,250,000 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 90.21 Risk free interest rate 0.77 1.33 Dividend yield 0 The Company recognized stock-based compensation expense related to the options of $ 2,043,292 4,771,267 359,391 668,482 8,571,250 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 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 were available to grant immediately after the effective date of the 2019 Plan. Pursuant to the 2019 Plan, the Company granted options to purchase 120,900 3,130,200 3 9,201 3 During the three and six months ended December 31, 2021, the Company granted options to purchase 36,727 63,462 63,435 87,631 The Company issued options to purchase 21,979 17,500 60,000 To date the Company has granted options under the Plan (“Plan Options”) to purchase 4,629,294 A summary of the status of the Plan Options outstanding at December 31, 2021 is presented below: Summary of stock option activity 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 4.50 285,043 8.69 $ 3.23 197,637 8.49 $ 3.12 $ 4.51 6.50 3,538,330 9.21 $ 4.80 455,999 7.09 $ 6.16 $ 6.51 8.00 797,521 8.70 $ 7.95 556,094 8.20 $ 7.93 Total 4,620,894 9.09 $ 5.25 1,209,730 7.83 $ 6.48 A summary of the status of the Plan Options at December 31, 2021 and changes since July 1, 2021 are presented below: Summary of stock option activity Shares Weighted Average Exercise Price Average Remaining Life Weighted Average Intrinsic Value Outstanding at beginning of period 1,329,153 $ 6.24 8.42 $ 511,239 Granted 3,300,141 $ 4.85 10.0 $ — Exercised — $ — — $ — Forfeited — $ — — $ — Expired (8,400 ) $ — — $ — Outstanding at end of period 4,620,894 $ 5.25 9.09 $ 9,997,233 Exercisable end of period 1,209,730 $ 6.48 7.83 $ 1,352,948 At December 31, 2021, the Company had 1,209,730 1,352,948 Common Stock Purchase Warrants A summary of the warrants outstanding at December 31, 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 (100,000 ) $ 1.30 — Cancelled/Expired — $ — — Outstanding and exercisable at end of period 1,250,000 $ 1.30 .53 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 1,250,000 .53 $ 1.30 1,250,000 $ 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 $ 255,340 258,331 7,860 17,066 A summary of the status of Restricted Stock Units outstanding at December 31, 2021 is presented below: Summary of restricted stock units outstanding Shares Weighted Average Issuance Price Weighted Average Remaining Life Weighted Average Intrinsic Value Outstanding at beginning of period 5,000 $ 6.15 .02 $ — Granted 36,266 — — — Exercised (36,266 ) — — — Cancelled/Expired — — — — Outstanding at end of period 5,000 6.15 .02 $ — 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 .02 $ 6.15 |