Enochian Biosciences Inc.
06/16/2021 | Press release | Distributed by Public on 06/16/2021 14:10
Registered Direct Offering (Form 8-K)
Entry into a Material Definitive Agreement.
On June 14, 2021, Enochian Biosciences, Inc. (the 'Company') and certain institutional investors entered into a securities purchase agreement (the 'Purchase Agreement'), pursuant to which the Company agreed to sell to such investors an aggregate of 3,866,668 shares of common stock, par value $0.0001 (the '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 is $7.50.
Pursuant to the Purchase Agreement, the Company agreed not to issue or enter into any agreement to issue Common Stock from June 14, 2021 until ninety (90) days after the closing of the Financing.
The Company currently intends to use the net proceeds from the Financing to complete an exclusive license agreement to accelerate the development of an innovative technology to potentially treat and prevent all variants of COVID-19 and influenza viruses; and to advance two platform technologies with the potential to cure Hepatitis B Virus, HIV and many solid tumors beginning with pancreatic cancer; and for working capital and general corporate purposes.
The Company entered into a letter agreement dated June 14, 2021 (the 'Letter Agreement') with H.C. Wainwright & Co., LLC, as exclusive placement agent (the 'Placement Agent'), pursuant to which the Placement Agent agreed to act as the exclusive placement agent for the Financing. 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.
A copy of the Letter Agreement and form of the Purchase Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Letter Agreement and the Purchase Agreement, are subject to, and qualified in their entirety by, such documents.
On June 14, 2020, the Company issued a press release announcing the Financing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Financial Statements and Exhibits.
| (d) | Exhibits |