8-K - LNAI - Equibles

UNITEDSTATESSECURITIES 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): October 18, 2022

ENOCHIAN

BIOSCIENCES INC. ****(Exact name of registrant as specified in its charter)

Delaware	000-54478	45-2559340
(State<br> or other jurisdiction	(Commission<br> File Number)	(I.R.S.<br> Employer
of<br> incorporation)		Identification<br> No.)

1927Paseo Rancho Castilla

LosAngeles, CA 90032(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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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<br> Stock, par value $0.0001 per share	ENOB	The<br> 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 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2022, at the request of Dr. Mark Dybul, the Company’s Chief Executive Officer, Enochian BioSciences Inc. (the “Company”) entered into an amendment to the employment agreement between the Company and Dr. Dybul, effective January 1, 2023 (the “Amendment”). The Amendment provides for a reduction in Dr. Dybul’s Base Salary (as defined in the Amendment) from $850,000 to $550,000 per year. The Amendment also provides for an amendment to the variable compensation Dr. Dybul is eligible to receive from up to $510,000 per annum to up to $800,000 per annum, such amount to be determined based on a combination of Company results and individual performance against the actual performance goals established by the Company, subject to the approval of the Board’s compensation committee (the “Compensation Committee”). Additionally, the Amendment provides Dr. Dybul will receive a variable compensation cash bonus of $100,000 payable on or before March 15, 2023 with respect to his performance in the 2022 fiscal year.

The foregoing description of the terms of the Amendment is qualified in its entirety by the terms of the Amendment, which is filed as an exhibit to this Current Report on Form 8-K.

On October 18, 2022, the Company appointed Francois Binette PhD, age 59, as Chief Operating Officer of the Company, effective November 1, 2022. Dr. Binette has served as the Company’s Executive VP for Research & Development since April 2022. Dr. Binette has over 25 years of product development expertise in advanced therapies and regenerative medicine. From 2016 to just prior to joining the Company, Dr. Binette was at Lineage Cell Therapeutics, Inc (NYSE:LCTX), a leading company in the field of pluripotent stem cell therapy development with a global footprint focused on ophthalmology, cancer vaccines, and spinal cord injuries, where he served as the Senior Vice President R&D, Global Head of Product Development and led the CNS franchise as well as general pipeline development, contributing to one of the largest non-cancer cell therapy corporate partnership deals with Genentech worth over $650 million in upfront and milestone payments. During his first industry appointment at Genzyme Tissue Repair in Cambridge, he helped pioneer Carticel™ for cartilage repair, the first FDA BLA-approved cell therapy product for human use. He then led R&D for Biosyntech, a startup biomaterials company in Montreal applying its proprietary platform for various tissue engineering and drug delivery applications. Dr. Binette then joined the DePuy Franchise of Johnson and Johnson (NYSE:JNJ), the second largest orthopedic business worldwide where he led several innovative regenerative medicine combination product development initiatives from discovery to approved clinical trials in US and Europe. Dr. Binette received his PhD from Laval University in Québec City, followed with post-doctoral training at the Sanford-Burnham institute, and Harvard Medical School.

In connection with his appointment, the Compensation Committee approved an amendment, effective November 1, 2022, to its offer letter with Dr. Binette, originally dated February 22, 2022. Pursuant to the amendment, Dr. Binette’s annual base salary was increased from $375,000 per year to $420,000 per year. Additionally, Dr. Binette was granted an equity bonus of 40,000 stock options issued pursuant to the Company’s Equity Incentive Plan, which will vest in equal installments on each of the first three anniversaries of the date of grant.

Additionally, on October 18, 2022, the Compensation Committee approved an increase in the annual base salary of Luisa Puche, the Company’s Chief Financial Officer, from $300,000 per year to $350,000 per year. Additionally, Ms. Puche was granted an equity bonus of 80,000 stock options with respect to her performance in the 2022 fiscal year, which were issued pursuant to the Company’s Equity Incentive Plan, and will vest in equal installments on each of the first three anniversaries of the date of grant.

Item 9.01 Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits.
	10.1	Amendment to Employment Agreement between Mark Dybul, M.D. and Enochian Biosciences Inc., dated December 12, 2022
	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<br><br>Title: Chief Financial Officer

Date: December 16, 2022

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to the Enochian Biosciences, Inc.’s Employment Agreement (the “Amendment”) is executed on this 12th day of December 2022, and made effective January 1, 2023 (the “Effective Date”), by and between Mark Dybul, M.D. (hereinafter referred to as “Executive”) and Enochian Biosciences, Inc., a Delaware corporation, (hereinafter referred to as “Company”) and serves to amend that certain Employment Agreement dated August 11, 2021 (the “EmploymentAgreement”) by and between Executive and the Company. Except as otherwise provided herein in the Amendment, capitalized terms used in this Amendment shall have the same meanings given to them in the Employment Agreement. Executive and Company are collectively referred to as the “Parties” and singularly referred to as “Party.”

RECITALS

WHEREAS, Executive currently is employed by the Company pursuant to the terms of the Employment Agreement (attached hereto as Exhibit 1); and

WHEREAS, the Parties desire to amend the Employment Agreement as described below, but to otherwise maintain in effect in full all other terms of the Employment Agreement; and

WHEREAS, Executive acknowledges that as of the Effective Date of this Amendment, the Company has satisfied all obligations to Executive arising out of, or related to, Executive’s employment with Company including, but not limited to, paying Executive all monies owed to Executive.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

AMENDMENT

1. ADOPTIONOF RECITALS. The Parties adopt the above recitals as being true and correct, and they are incorporated herein as material parts of this Amendment.

2. SECTION4.1. The Parties agree that Section 4.1 of the Employment Agreement shall be deleted, replaced and amended as follows:

4.1 Base Salary. The Company shall pay the Executive an annual rate of base salary of Five Hundred Fifty Thousand Dollars ($550,000) (the “BaseSalary”) in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive’s Base Salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the Base Salary during the Term.

3. SECTION4.2. The Parties agree that Section 4.2 of the Employment Agreement shall be deleted, replaced and amended as follows:

4.2 Variable Compensation. The Executive shall be eligible for additional compensation of up to $800,000 per year in the sole discretion of the Company’s Compensation Committee (the “Variable Compensation”), subject to any additional terms and conditions that may be adopted by the Company’s Compensation Committee from time to time and in accordance with any Short Term Incentive Plan that may be adopted by the Company. In order to be eligible to receive the Variable Compensation, the Executive must be employed by the Company in good standing at the time of payment. The Company will evaluate and determine the Variable Compensation offered each year based on a combination of Company results and individual performance against the actual performance goals established by the Company, subject to the approval of the Board’s Compensation Committee. The Board or a duly authorized committee thereof, in its discretion, may elect to amend and/or discontinue the Variable Compensation offered to the Executive, provided that the Company does so based on a reasonable, good faith assessment of the performance of the Executive and/or the Company. In addition and with respect to 2022 fiscal year, the Compensation Committee has awarded Executive a Variable Compensation cash bonus of One Hundred Thousand Dollars ($100,000), which shall be paid to Executive after the Effective Date and before March 15, 2023.

4. FULLFORCE AND EFFECT. Except as expressly amended herein, all other terms and provisions of the Employment Agreement shall remain in full force and effect and are hereby ratified and confirmed in all respects.

5. FURTHERAMENDMENTS. The Employment Agreement shall further be amended wherever appropriate to reflect the changes indicated above.

6. RIGHTTO REVIEW AND TO SEEK COUNSEL. The Executive acknowledges that K&L Gates LLP represents only the Company in this Amendment and does not represent the interests of the Executive and has not advised the Executive in connection with this Amendment. The Executive further acknowledges that he has had the opportunity to seek independent counsel and tax advice in connection with the execution of this Amendment, and the Executive represents and warrants to the Company (a) that he has sought such independent counsel and advice as he has deemed appropriate in connection with the execution hereof and the transactions contemplated hereby, and (b) that he has not relied on any representation of the Company as to tax matters, or as to the consequences of the execution hereof.

7. GOVERNINGLAW. This Amendment shall be governed and construed in accordance with the laws of the State of Delaware without regard to conflicts of law.

8. HEADINGSAND CAPTIONS. The titles and captions of paragraphs and subparagraphs contained in this Amendment are provided for convenience of reference only, and shall not be considered terms or conditions of this Amendment.

9. VALIDITY. The invalidity or unenforceability of any provision of this Amendment shall not affect the validity or enforceability of any other provision of this Amendment, which shall remain in full force and effect.

10. COUNTERPARTS. This Amendment may be executed in one or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall, together, constitute and shall be one and the same instrument. This Amendment, and the counterparts thereto, may be executed by the parties using their respective signatures transmitted via email, fax, or electronically via DocuSign.

IN WITNESS WHEREOF, each of the Parties having so agreed to the terms stated herein, have set their hands the date and year below so written.

ENOCHIAN BIOSCIENCES, INC.	EXECUTIVE:
By: /s/ Luisa Puche	By: /s/ Mark Dybul
Name: Luisa Puche	Mark Dybul, M.D.
Title: Chief Financial Officer