Filed Pursuant to Rule 424(b)(3) and Rule
424(c)
Registration No. 333-216533
Prospectus Supplement No. 1
(To Prospectus filed on April 28, 2017)
ENUMERAL BIOMEDICAL HOLDINGS, INC.
This Prospectus Supplement No. 1 supplements
the information contained in the Prospectus, dated as of April 28, 2017, relating to the resale of up to 133,674,598 shares of
our common stock by selling stockholders.
This Prospectus Supplement No. 1 is
being filed to include the information set forth in our Current Report on Form 8-K, which was filed with the Securities and Exchange
Commission on May 22, 2017.
You should read this Prospectus Supplement
No. 1 in conjunction with the Prospectus. This Prospectus Supplement No. 1 is qualified by reference to the Prospectus, except
to the extent that the information contained in this Prospectus Supplement No. 1 supersedes the information contained in the Prospectus.
This Prospectus Supplement No. 1 is not complete without, and may not be utilized except in connection with, the Prospectus.
You should consider carefully the risks
that we have described in “Risk Factors” beginning on page 7 of the Prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement
is May 22, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May
19, 2017
Enumeral Biomedical Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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000-55415
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99-0376434
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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200 CambridgePark Drive, Suite 2000
Cambridge, Massachusetts
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02140
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (617) 945-91466
(Former name or former address, if changed
since last report)
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))
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 May 19, 2017 (the “Closing Date”), Enumeral Biomedical
Holdings, Inc. (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with
certain accredited investors (the “Buyers”), pursuant to which the Buyers purchased 668 Units (the “Units”)
of the Company’s securities, at a purchase price of $1,000 per Unit (the “Offering”). Each Unit consists of
(i) a 12% Senior Secured Promissory Note (the “Notes”), with a face value of $1,150, and (ii) a warrant (the “Investor
Warrant”) to purchase 11,500 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”),
exercisable until five years after the date of the closing, at an exercise price of $0.10 per share (subject to adjustment in
certain circumstances). The Company received an aggregate of $668,000 in gross cash proceeds, before deducting placement agent
fees and expenses, in connection with the sale of the Units. The Company expects to use the net proceeds of approximately
$548,000 from the sale of the Units to fund the Company’s research and development, general corporate expenses and working
capital. The Company may hold additional closings of the Offering, subject to an extension of up to 30 days following May 19,
2017, upon the mutual agreement of the Company and the Placement Agents (as defined below).
The proceeds for the sale of the Units were held in escrow, pending
closing of the purchase and sale of the Units, pursuant to the terms of an Escrow Agreement (the “Escrow Agreement”)
among the Company, the Placement Agents and the escrow agent.
The Company’s obligations under the Notes are secured, pursuant
to the terms of an Intellectual Property Security Agreement (the “Security Agreement”), dated as of the Closing Date,
among the Grantors (as defined below), the Buyers and the collateral agent for the Buyers named therein, by a first priority security
interest in all now owned or hereafter acquired intellectual property of the Company and Enumeral Biomedical Corp., a wholly-owned
subsidiary of the Company (the “Subsidiary” and together with the Company, the “Grantors”), except to
the extent such intellectual property cannot be assigned or the creation of a security interest would be prohibited by applicable
law or contract.
Interest on the Notes is payable on the face value of the Notes
at the rate of 12% per annum, which is cumulative and due and payable in shares of Common Stock (the “Interest Shares”)
on the applicable conversion date, or in cash in the case of a redemption of the Notes by the Company (each as further described
below). The Notes have a stated maturity date of 12 months from the Closing Date. The Notes will rank senior to all existing indebtedness
of the Company, except as otherwise set forth in the Notes.
In the event of any liquidation, dissolution or winding up of the
Company, holders of the Notes will be entitled to receive, out of assets available therefor, an amount equal to 124% of the outstanding
principal amount of the Notes, together with accrued and unpaid interest due thereon. In the event of a sale of the Company during
the term of the Notes, at the closing of such sale, at the option of each holder of the Notes, a holder of a Note will be entitled
to receive an amount equal to 200% of the outstanding principal amount of the Notes, together with accrued and unpaid interest
due thereon; provided, that such amount will be paid in either cash of securities of the acquiring entity at such acquiring entity’s
discretion.
The Notes are convertible at the option of the holder, in
whole or in part, into shares of Common Stock (the “Conversion Shares” and together with the Interest Shares, the
“Repayment Shares”) at any time after the earlier of (i) the date a registration statement registering the
Repayment Shares is declared effective by the SEC or (ii) six months after the date of the initial closing of the
Offering. If no conversion has taken place within twelve months after the Closing Date, the Notes, together with accrued
and unpaid interest thereon, will automatically convert into Repayment Shares.
The conversion price per share of Common Stock in either event
listed above is the lesser of (i) $0.10 per share (subject to adjustment in certain circumstances), or (ii) 75% of the
volume weighted average price of the Common Stock during 10 consecutive trading days ending on the trading day immediately prior
to the conversion date, subject to a floor of $0.03 per share (which floor is subject to “full ratchet” adjustment
in certain circumstances if the Company issues Common Stock, or Common Stock equivalents, at a price below $0.03 per share of
Common Stock, and to proportionate adjustment in certain other circumstances).
The Notes provide that the outstanding principal amount of the
Notes, together with accrued and unpaid interest due thereon, will convert automatically into Common Stock on the date on which
the Company completes and closes an offering involving the sale of at least $5,000,000 of equity securities or securities convertible
into or exercisable for equity securities by the Company (a “Qualified Financing”). At the closing of a Qualified
Financing, all outstanding principal and accrued interest then due on the Notes shall automatically be converted into a number
of shares of Common Stock based upon a 25% discount to the lesser of (i) the lowest price at which Common Stock is sold in the
Qualified Financing, or (ii) the lowest price at which securities sold in the Qualified Financing can be exercised for or converted
into Common Stock.
The Notes provide that if the Company fails to pay any principal
amount or interest due under the Notes within 5 business days of the date such payment is due, or upon the occurrence of other
events of default under the terms of the Notes (which such event of default continues beyond any applicable cure period), the
entire unpaid principal balance of the Note, together with any accrued and unpaid interest thereon, will become due and payable,
without presentment, demand, protest or notice of any kind.
Pursuant to the terms of a Placement Agency Agreement (the “Placement
Agency Agreement”), dated as of May 12, 2017, between the Company and the placement agents for the Offering (the “Placement
Agents”), the Placement Agents are paid a commission equal to ten percent (10%) of the gross proceeds at each closing of
the Offering (the “Placement Agent Cash Fee”). The Placement Agency Agreement also provides that the Placement Agents,
or their designees, will receive five-year warrants (the “Placement Agent Warrants”) to purchase a number of shares
of Common Stock at an exercise price of $0.05 per share equal to 10% of the number of Conversion Shares issuable upon conversion
of the Notes issues at each closing of the Offering, based on a conversion price of $0.10 per share. In accordance with the terms
of the Placement Agency Agreement, on the Closing Date the Company issued Placement Agent Warrants to purchase an aggregate of
768,200 shares of Common Stock on the terms set forth above to the Placement Agents.
The Placement Agency Agreement also provides that if, within 12
months of the first closing of the Offering, the Company completes a financing or similar transaction (a “Subsequent Financing”)
with a party introduced to the Company by the Placement Agents in connection with the Offering, and a Placement Agent does not
participate in such financing or similar transaction, the Placement Agent shall be entitled to receive a Placement Agent Cash
Fee and Placement Agent Warrants for such Subsequent Financing in the same manner as calculated for this Offering.
2
Pursuant to the terms of the Placement Agency Agreement, the Company
agreed to pay (i) one Placement Agent’s legal counsel’s fees equal to the sum of 1% of the gross proceeds of each
closing, but in no event less than $15,000 for all closings, (ii) another Placement Agent’s legal counsel’s fees in
an amount not to exceed $40,000, (iii) a Placement Agent’s legal counsel’s reasonable out of pocket expenses related
to the Offering (not to exceed $3,000 in the aggregate), and (iv) a $10,000 non-accountable expense allowance to one of the Placement
Agents.
The Placement Agency Agreement also provides that the Company will
indemnify the Placement Agents and their respective agents to the fullest extent permitted by law, against certain liabilities
that may be incurred in connection with the Offering, including certain civil liabilities under the Securities Act of 1933, as
amended (the “Securities Act”), and, where such indemnification is not available, to contribute to the payments the
Placement Agents and their respective sub-agents may be required to make in respect of such liabilities.
The Company has granted a right of first refusal to each Buyer
to participate on a pro rata basis of any subsequent securities offerings by the Company on the same terms and conditions on which
such securities are proposed to be offered to other persons for twelve (12) months following the first closing of the Offering;
provided that such right shall not apply to securities issued (i) pursuant to any merger, acquisition, stock or asset purchase,
or business combination (each, a “Strategic Transaction”) or (ii) to any investors in connection with any such Strategic
Transaction where the raising of capital is a condition to such transaction.
Pursuant to a Registration Rights Agreement, dated as of the Closing
Date (the “Registration Rights Agreement”), the Company has granted registration rights to each Buyer with respect
to the Repayment Shares and the shares of Common Stock issuable upon exercise of the Investor Warrants (the “Investor Warrant
Shares”), and to the Placement Agent with respect to the shares of Common Stock issuable upon exercise of the Placement
Agent Warrants (the “Placement Agent Warrant Shares,” and, together with the Repayment Shares and Investor Warrant
Shares, the “Registrable Shares”). Under the terms of the Registration Rights Agreement, the Company has agreed to
use its commercially reasonable efforts to promptly, but no later than 60 calendar days from the final closing date of the Offering
(the “Final Closing Date”), file a registration statement with the SEC (the “Registration Statement”)
to register the resale of the Registrable Shares. The Company has agreed to use its commercially reasonable efforts to ensure
that such Registration Statement is declared effective within 135 calendar days of the Final Closing Date. If the Company is late
in filing the Registration Statement or if the Registration Statement is not declared effective within 135 days of the Final Closing
Date, or if certain other Registration Events (as defined in the Registration Rights Agreement) occur, the Company will be required
to pay the holders of Registrable Shares liquidated damages at a rate of 12% per annum of (i) the aggregate purchase price paid
by such holder for the Registrable Shares pursuant to the Subscription Agreement, or (ii) $0.05 per share of Registrable Shares
issued and issuable to such holder upon exercise of the Placement Agent Warrants, subject to certain limitations set forth in
the Registration Rights Agreement; provided, however, that in no event shall the aggregate of any such liquidated damages exceed
five percent (5%) of the applicable foregoing amounts described above with respect to such holder’s Registrable Shares that
are affected by all Registration Events in the aggregate. No liquidated damages will accrue and accumulate with respect to (a)
any Registrable Shares removed from the Registration Statement in response to a comment from the staff of the SEC limiting the
number of shares of Common Stock which may be included in the Registration Statement.
3
The foregoing descriptions of the Subscription Agreement, Escrow
Agreement, Security Agreement, Placement Agency Agreement, Registration Rights Agreement, Placement Agent Warrant, Investor Warrant
and Note do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the documents,
copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending
June 30, 2017.
Item 2.03 Creation of Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The Company sold Units to the Buyers in the Offering in the aggregate
principal amount of $668,000.
Reference is made to the disclosure set forth under Item 1.01 above,
which disclosure is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The Company sold Units to the Buyers in the Offering in the aggregate
principal amount of $668,000. Pursuant to the terms of the Notes contained in the Units, shares of Common Stock may be issuable
at maturity to repay the principal and/or interest on the Notes.
Reference is made to the disclosure set forth under Item 1.01 above,
which disclosure is incorporated herein by reference.
The issuances of (a) the Notes, (b) the Repayment Shares, (c) the
Investor Warrants, (d) upon exercise of the Investor Warrants, the Investor Warrant Shares, (e) the Placement Agent Warrants,
and (f) upon exercise of the Placement Agent Warrants, the Placement Agent Warrant Shares, in connection with the Offering are
exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D and/or Regulation S as promulgated by the U.S.
Securities and Exchange Commission (the “SEC”) under of the Securities Act as transactions by an issuer not involving
any public offering. The securities sold in the Offering have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements. This disclosure does
not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor will there be
any sales of these securities by the Company in any state or jurisdiction in which the offer, solicitation or sale would be unlawful.
The disclosure is being issued pursuant to and in accordance with Rule 135c promulgated under the Securities Act.
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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.
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ENUMERAL BIOMEDICAL HOLDINGS, INC.
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By:
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/s/ Kevin G. Sarney
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Name:
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Kevin G. Sarney
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Dated: May 22, 2017
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Title:
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Vice President of Finance, Chief Accounting Officer and Treasurer
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