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): July 21, 2023
ENOCHIAN BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-54478 | | 45-2559340 |
| (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of incorporation) | | | | Identification No.) |
2080 Century City East
Suite 906
Los Angeles, CA 90067
(Address of principal executive offices)
+1 (305) 918-1980
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
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 5.07. Submission of Matters to a Vote of Security Holders.
On July 21, 2023, Enochian BioSciences Inc., a Delaware corporation (the “Company”), held its annual meeting of stockholders (the “Meeting”) as prescribed in the Proxy Statement filed by the Company with the Securities and Exchange Commission on May 16, 2023, as amended from time to time. At the Meeting, three proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:
Proposal No. 1: The election of Renè Sindlev, Dr. Mark R. Dybul, Dr. Carol L. Brosgart, Gregg Alton, James Sapirstein, Henrik Gronfeldt-Sorensen and Jayne McNicol for terms until the next annual meeting of stockholders or until each such director’s successor shall have been duly elected and qualified. The stockholders elected each of the seven directors by the following votes:
| Director | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Renè Sindlev | | | 18,661,936 | | | | 166,766 | | | | 1,528,369 | |
| Dr. Mark R. Dybul | | | 18,662,825 | | | | 165,877 | | | | 1,528,369 | |
| Dr. Carol L. Brosgart | | | 18,652,095 | | | | 176,607 | | | | 1,528,369 | |
| Gregg Alton | | | 17,343,287 | | | | 1,485,415 | | | | 1,528,369 | |
| James Sapirstein | | | 17,122,111 | | | | 1,706,591 | | | | 1,528,369 | |
| Henrik Gronfeldt-Sorensen | | | 18,659,827 | | | | 168,875 | | | | 1,528,369 | |
| Jayne McNicol | | | 17,247,573 | | | | 1,581,129 | | | | 1,528,369 | |
Proposal No. 2: Approval of 2023 Equity Incentive Plan. The stockholders approved the 2023 Equity Incentive Plan as follows:
| Votes For | | | 18,785,519 | |
| Votes Against | | | 34,914 | |
| Abstentions | | | 8,269 | |
| Broker Non-Votes | | | 1,528,369 | |
Proposal No. 3: Ratification of Independent Registered Public Accounting Firm. The stockholders ratified Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm as follows:
| Votes For | | | 20,327,508 | |
| Votes Against | | | 16,107 | |
| Abstentions | | | 13,456 | |
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.
| | ENOCHIAN BIOSCIENCES INC. |
| | |
| | By: | /s/ Luisa Puche |
| | | Name: Luisa Puche
Title: Chief Financial Officer |
Date: July 28, 2023
