Lunai Bioworks Inc DEFA14A, filed Jun 23, 2023
Lunai Bioworks Inc. (LNAI)
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): June 22, 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 Park 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.
The information disclosed in Item 8.01 below is incorporated herein by reference.
Item 8.01. Other Events
On June 22, 2023, Enochian Biosciences Inc. (the “Company”) commenced its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), as previously scheduled, and adjourned the Annual Meeting until Friday July 21, 2023 at 12:00 p.m. Eastern Time, due to a lack of quorum. The Annual Meeting was adjourned to allow the Company’s stockholders additional time to vote on the proposals described in the Company’s proxy statement for the Annual Meeting.
The reconvened Annual Meeting will be held virtually. To register to attend the virtual Annual Meeting, please visit http://www.viewproxy.com/enochianbio/2023/htype.asp before 11:59 PM EST on July 20, 2023. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked. During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting.
The Company encourages all stockholders of record on May 10, 2023 who have not yet voted, to do so.
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the Annual Meeting to be held on July 21, 2023. As discussed in the press release filed as an exhibit to this filing, the Company previously filed a definitive proxy statement with the United States Securities and Exchange Commission on May 15, 2023. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made to the proposals to be voted on by stockholders at the Annual Meeting. The proxy statement and 2022 Annual Report on Form 10-K are available at http://www.viewproxy.com/enochianbio/2023.
Participants in the Solicitation
The Company and its directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies in respect of the Adjourned Meeting. The Company has also engaged Alliance Advisors, LLC, a proxy solicitation firm, to assist management with obtaining adequate votes to achieve the required quorum of at least a majority of the outstanding shares of Common Stock.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits: |
| EXHIBIT NO. | DESCRIPTION | ||
| 99.1 | Press release of Enochian BioSciences Inc., dated June 23, 2023 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 23, 2023
EXHIBIT 99.1
ENOCHIAN BIOSCIENCES INC. ANNOUNCES ADJOURNMENT OF
2023 ANNUAL STOCKHOLDER MEETING
LOS ANGELES, June 23, 2023 (GLOBE NEWSWIRE): (NASDAQ: ENOB). Enochian BioSciences Inc., a company developing gene-modified cell immunotherapies for cancer and infectious diseases, wishes to advise that its 2023 Annual Stockholder Meeting (the “Annual Meeting”), which was scheduled to be held yesterday, June 22, 2023 at 12:00 p.m. Eastern Time, was convened and adjourned, without any business being conducted, due to the lack of the required quorum.
As a result of the required quorum not being present, the Annual Meeting has been adjourned to 12:00 p.m. (Eastern Time) on Friday July 21, 2023 (“Adjourned Annual Meeting”) to allow additional time for the Company’s stockholders to vote on the proposals set forth in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (“SEC”) on May 15, 2023, and thereby satisfy the required quorum for the meeting. The Adjourned Annual Meeting will be conducted via a live webcast. To register to attend the virtual Annual Meeting, please visit http://www.viewproxy.com/enochianbio/2023/htype.asp before 11:59 PM EST on July 20, 2023.
During the current adjournment period, the Company will continue to solicit votes from its stockholders with respect to the proposals set forth in the Company’s proxy statement. The Company has engaged a proxy solicitor, Alliance Advisors LLC, to assist management with obtaining adequate votes to achieve the required quorum of at least a majority of the outstanding shares of common stock.
Only stockholders of record as of the record date, May 10, 2023, are entitled to vote. Valid proxies previously submitted in respect of the Annual Meeting will be voted at the Adjourned Annual Meeting unless properly revoked, and stockholders who have previously submitted a valid proxy card or otherwise voted need not take any action unless they wish to change their vote.
The Company encourages all stockholders of record as of May 10, 2023 who have not yet voted, to do so.
Stockholders who have any questions or require any assistance with how to complete a proxy or who do not have the required materials, may contact Alliance Advisors at (866) 612-8937 or email virtualmeeting@viewproxy.com.
# # #
Important Information
This material may be deemed to be solicitation material in respect of the Adjourned Annual Meeting to be held on July 21, 2023. In connection with the Annual Meeting, the Company filed a definitive proxy statement with the SEC on May 15, 2023. BEFORE MAKING ANY VOTING DECISIONS, SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ADJOURNED MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Annual Meeting. No changes have been made to the proposals to be voted on by stockholders at the Annual Meeting. The proxy statement and 2022 Annual Report on Form 10-K are available at http://www.viewproxy.com/enochianbio/2023.
# # #
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “intend,” “could,” “may,” “will,” “believe,” “estimate,” “look forward,” “forecast,” “goal,” “target,” “project,” “continue,” “outlook,” “guidance,” “future,” other words of similar meaning and the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements concerning, among other things, our ongoing clinical trials and product development activities, regulatory approval of our products, the potential for future growth in our business, and our ability to achieve our key strategic, operational, and financial goals. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement, including as set forth in Enochian BioSciences’ most recent Annual Report on Form 10-K filed with the SEC. Investors should not place considerable reliance on the forward-looking statements contained in this press release. Investors are encouraged to read our publicly available filings for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this release, and we undertake no obligation to update or revise any of these statements.
FOR FURTHER INFORMATION:
Contact: ir@enochianbio.com
Source: Enochian BioSciences Inc.