Item 7.01
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Regulation FD Disclosure.
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On November 29, 2016, Enumeral
Biomedical Holdings, Inc. (the “Company”) announced an extension of the offering period for its previously
announced issuer tender offer to amend and exercise warrants to purchase an aggregate of 21,549,510 shares of the
Company’s common stock (the “Offer to Amend and Exercise”) issued to investors who participated in the
Company’s private placement financing that closed on July 31, 2014. The Offer to Amend and Exercise has been extended
until 5:00 p.m., Eastern Time, on Friday, December 9, 2016, unless further extended by the Company. The Offer to Amend and
Exercise was previously scheduled to expire at 5:00 p.m., Eastern Time, on November 29, 2016. The Company is extending the
Offer to Amend and Exercise due to interest shown by warrant holders who have not yet submitted documentation required to
participate. No assurance can be given that additional warrant holders will participate in the Offer to Amend and Exercise as
a result of this extension, or that warrant holders who have elected to participate will not elect to withdraw their
participation prior to the expiration of the extended offering period. As of 4:00 p.m. on November 29, 2016, an aggregate of
3,295,500 warrants had been tendered and not properly withdrawn pursuant to the Offer to Amend and Exercise.
The Offer to Amend and Exercise is subject
to the terms and subject to the conditions set forth in the Company’s tender offer statement on Schedule TO and the related
exhibits included therein (the “Offering Materials”) filed with the U.S. Securities and Exchange Commission (the “SEC”)
on October 28, 2016, as amended. The Offering Materials have also been distributed to the holders of the warrants subject to the
Offer to Amend and Exercise. Except as described herein, other terms of the Offer to Amend and Exercise remain unchanged.
Important Information
The information in this Current Report on Form 8-K (this
“Current Report”) is for informational purposes only, and the foregoing reference to the Offer to Amend and Exercise
shall not constitute an offer to buy, exchange or amend securities or constitute the solicitation of an offer to sell, exchange
or amend any of the Company’s securities. The Company has previously filed the Offering Materials with the SEC. These documents
contain important information that should be read carefully and considered before any decision is made with respect to the Offer
to Amend and Exercise. These documents may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, these
documents (and all other materials filed by the Company with the SEC) may be obtained at no charge by directing a request to Enumeral
Biomedical Holdings, Inc., 200 CambridgePark Drive, Suite 2000, Cambridge, MA 02140, Attn: Corporate Secretary, telephone number
(617) 945-9146.
The Company has retained Katalyst Securities LLC as exclusive
warrant agent for the Offer to Amend and Exercise (the “Warrant Agent”). The Warrant Agent may be reached at:
Katalyst Securities LLC
1330 Avenue of the Americas, 14th Floor
New York, New York 10019
Attention: Michael A. Silverman
Tel: (212) 400-6993
Attention: Aaron Segal
Tel: (212) 612-3220
Forward Looking Statements
This Current Report includes “forward-looking statements.”
Forward-looking statements discuss matters that are not historical facts. Examples of forward-looking statements include, but are
not limited to: (a) projections of revenues, capital expenditures, growth, prospects, dividends, capital structure and other
financial matters; (b) statements of plans and objectives of the Company or its management or the Company’s board of
directors; (c) statements of future economic performance; (d) statements of assumptions underlying other statements and
statements about the Company and its business relating to the future; and (e) any statements using such words as “anticipate”,
“believe”, “estimate”, “could”, “should”, “would”, “seek”,
“plan”, “expect”, “may”, “predict”, “project”, “intend”,
“potential”, “continue”, or similar expressions. There are a number of important factors that could cause
actual results or events to differ materially from those indicated by such forward-looking statements, including: uncertainties
as to the timing of the transactions; uncertainties as to how many holders will elect to participate in the Offer to Amend and
Exercise; the possibility that various closing conditions for the transactions may not be satisfied or waived; and other risks
and the other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed
with the SEC and the Company’s other SEC filings, as well as the Schedule TO filed by the Company. Except as otherwise required
by law, the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments
occurring after the date of this Current Report. All forward-looking statements in this Current Report are qualified in their entirety
by this cautionary statement. The Company acknowledges that forward-looking statements made in connection with the Offer to Amend
and Exercise are not subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995, as amended. The
Company is not waiving any other defenses that may be available under applicable law.