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 20, 2021

 

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 1.01. Entry into a Material Definitive Agreement.

 

On July 20, 2021, Enochian Biosciences, Inc. (the “Company”) announced that the Honorable Dr. Mark Dybul, its Executive Vice-Chair of the Board of Directors (the “Board”), has been named Chief Executive Officer of the Company.

 

Dr. Dybul has served as the Executive Vice-Chair of the Board of the Company since January 2019 and as a director since February 2018. Dr. Dybul has served as a Professor in the Department of Medicine at Georgetown University Medical Center, and the Faculty Co-Director of the Center for Global Health and Quality since June of 2017. Dr. Dybul has worked on HIV and public health for nearly 30 years as a clinician, scientist, teacher, and administrator, most recently as the Executive Director of the Global Fund to Fight AIDS, Tuberculosis and Malaria from 2013 through May of 2017. Prior to joining the Global Fund, he was a principal architect and ultimately the head of the U.S. President’s Emergency Plan for AIDS Relief (PEPFAR), the largest international health initiative in history dedicated to a single disease, which achieved historic prevention, care and treatment goals on time and on budget. During his tenure, the program’s funding grew from approximately $500 million to $6.5 billion annually. Earlier in his career, after graduating from Georgetown Medical School in Washington D.C., Dr. Dybul joined the National Institute of Allergy and Infectious Diseases, as a research fellow under director Dr. Anthony Fauci, where he conducted basic and clinical studies on HIV virology, immunology and treatment optimization, including the first randomized, controlled trial with combination antiretroviral therapy in Africa.

 

There are no arrangements or understandings between Dr. Dybul and any other person pursuant to which he was appointed as an officer of the Company. Dr. Dybul does not have any family relationship with any director or other executive officer of the Company, and there are no transactions in which Dr. Dybul has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Upon appointment to this new role, Dr. Dybul was awarded an option to purchase 3,000,000 shares of the Company’s common stock at an exercise price equivalent to the closing price per share at which such stock was quoted on the NASDAQ Stock Market on the date prior to the grant date. The option has a ten-year term, subject to continued employment, and 2,000,000 of the shares will vest ratably over the first three anniversary dates of July 1, 2021. One-third of the remaining 1,000,000 shares is subject to vesting at the end of each of the three years beginning June 30, 2022, based upon the achievement by the Company of certain benchmarks. At this time, any additional changes to Dr. Dybul’s compensation arrangements with the Company have not been determined. The Company will file an amendment to this Current Report on Form 8-K disclosing any such additional information if and when it has been determined.

 

Item 7.01. Regulation FD Disclosure.

 

On July 20, 2021, the Company issued a press release announcing Dr. Dybul’s appointment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d)  Exhibits

 

Exhibit No.   Description
     
99.1   Press Release dated July 20, 2021.

 

 

 

 

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/ Mark Dybul
    Name: Mark Dybul
Title: Chief Executive Officer

  

Date: July 23, 2021

 

 

 


 

Exhibit 99.1

 

Enochian BioSciences Names The Hon. Dr. Mark Dybul as Chief Executive Officer

 

Dr. Dybul’s Deep and Prestigious Scientific Research Expertise

Helps to Affirm Enochian BioScience’s Scientific Approach

 

LOS ANGELES, July 20, 2021 (NASDAQ: ENOB) – Enochian BioSciences, Inc., a company focused on gene-modified cellular and immune therapies in infectious diseases and cancer, today announced that Honorable Mark Dybul, M.D. has been named as Chief Executive Officer (CEO).

 

Dr. Dybul, who has served as Executive Vice-Chair of the Board of Enochian BioSciences since January 2019, is a globally recognized leader in pandemics. He was a principal architect and ultimately the head of the U.S. President’s Emergency Plan for AIDS Relief (PEPFAR), the largest international health initiative in history dedicated to a single disease, that achieved historic prevention, care and treatment goals on time and on budget. During his tenure, the program grew from approximately $500 million to $6.5 billion annually. Dr. Dybul went on to transform the Global Fund to Fight AIDS, Tuberculosis and Malaria and, during Dr. Dybul’s four-year tenure, both President Barack Obama and Prime Minister Justin Trudeau hosted funding rounds that raised $25 billion for the Global Fund.

 

Dr. Dybul has been deeply involved in the fight against COVID-19. He was the only American appointed to the 15-member Independent Panel for Pandemic Preparedness and Response, mandated by the World Health Assembly and co-chaired by former Liberian President Ellen Johnson Sirleaf and former New Zealand Prime Minister Helen Clark. Dr. Dybul also was a member of the High Level Scientific Advisory Group for the G20’s Global Health Summit focused on COVID-19.

 

Under the mentorship of Dr. Anthony Fauci, Dr. Dybul began his career in public health as a researcher at the National Institute of Allergy and Infectious Diseases, ultimately leading a section of Dr. Fauci’s lab and serving as the Assistant Director for Medical Affairs.

 

“It is a great privilege to have one of the world’s preeminent public health experts assume the role of CEO of Enochian BioSciences,” said Enochian BioSciences’ Chair of the Board René Sindlev. “Mark’s deep expertise in science, combined with his long experience managing research programs and advising on strategy, brings key and difficult-to-find competencies to Enochian BioSciences. Under Mark’s leadership, we are excited to see the organization rapidly advance toward its goal of developing cures for HBV, HIV and potentially, to address inhaled pan-coronavirus and pan-influenza treatment and prevention.”

 

Gregg Alton, Enochian BioSciences’ Board Director, and former interim CEO and longtime General Counsel of Gilead Sciences, said, “I have known Mark since he worked closely with Tony Fauci. I watched him lead what was effectively a start-up in the U.S. Government, PEPFAR, and make it one of the most successful public health programs in history. Mark then went on to transform the Global Fund, a public-private partnership, introducing business models for purchasing, supply chain, and many others. He knows how to lead, develop strategy, maintain the teams’ focus and achieve success.”

 

 

 

 

“As a long-time researcher, clinician, and leader of large global diseases programs, I am very honored to transition from my current role of Executive Vice-Chair to full-time CEO of Enochian BioSciences,” said Dr. Dybul. “Based in elegantly brilliant science, we have made significant progress in the past 18 months building a deep and wide pipeline with platforms that address major killers including cancer and infectious diseases. The recent acceleration of potential cures for Hepatitis B, HIV and potential inhaled pan-coronavirus, including the cause of COVID-19, and pan-influenza treatment and prevention — makes it an extremely exciting time to become the CEO of Enochian BioSciences.”

 

About Enochian BioSciences, Inc.

Enochian BioSciences, Inc. is a biopharmaceutical company focused on developing innovative platforms for gene-modified cellular and immune therapies to potentially cure and treat deadly diseases. The company’s gene-modified cell and immune therapy platforms can potentially be applied to multiple indications, including HIV/AIDS, Hepatitis B, all Corona and Influenza virsuses, and Oncology. For more information, please visit Enochianbio.com

 

Forward-Looking Statements

Statements in this press release that are not strictly historical in nature are forward-looking statements. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties, including but not limited to the success or efficacy of our pipeline. All statements other than historical facts are forward-looking statements, which can be identified by the use of forward-looking terminology such as “believes,” “plans,” “expects,” “aims,” “intends,” “potential,” or similar expressions. Actual events or results may differ materially from those projected in any of such statements due to various uncertainties, including those discussed under the heading “Risk Factors” and elsewhere in Enochian BioScience’s most recent Annual Report on Form 10-K filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Enochian BioSciences undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof.

 

Contact: ir@enochianbio.com

 

 

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