Amended Current Report Filing (8-k/a)
April 03 2018 - 5:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
February 16, 2018
ENOCHIAN
BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)
Delaware
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000-54478
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45-2559340
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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Stumpedyssevej
17,
2970
Horsholm, Denmark
(Address
of principal executive offices)
+1(510)
203-4857
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
☐
Introductory
Note
This
Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed on February 23, 2018 (the “
Original
8-K
”) solely for the purpose of providing the financial statements and pro forma financial information required by Regulation
S-X with respect to the acquisition by Enochian Biosciences Inc., a Delaware corporation (the “
Registrant
”)
of all the issued and outstanding shares of common stock of Enochian Biopharma, Inc., a Delaware corporation (the “
Subsidiary
”),
pursuant to the Agreement and Plan of Merger dated January 12, 2018 (the “
Merger Agreement
”), by and among
the Registrant, the Subsidiary, and Weird Science LLC, a California limited liability company and formerly the super majority
stockholder of the Subsidiary.
This
Form 8-K/A does not amend or modify the Original 8-K in any other respect, and this amendment should be read in conjunction with
the Original 8-K, which is incorporated by reference herein. Except as set forth herein, no modifications have been made to information
contained in the Original 8-K, and the Registrant has not updated any information contained therein to reflect events that have
occurred since the date of the Original 8-K.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of Business Acquired
. The financial statements of the Subsidiary required by Rule 8-04(b) of Regulation
S-X, including the notes to such financial statements and the report of the independent auditor thereon are attached as Exhibit
99.1 hereto and incorporated herein by reference.
(b)
Pro Forma Financial Information
. The pro forma financial information required by Rule 8-05(b) of Regulation S-X and the
notes related thereto, which reflect the acquisition of the Subsidiary, are attached as Exhibit 99.2 hereto and incorporated herein
by reference.
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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ENOCHIAN
BIOSCIENCES INC.
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Date:
April 3, 2018
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By:
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/s/
Robert Wolfe
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Name:
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Robert
Wolfe
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Title:
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Chief
Financial Officer
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