Amended Statement of Beneficial Ownership (sc 13d/a)
May 19 2023 - 5:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the Securities
Exchange Act of 1934
(Amendment No. 4)*
Enochian Biosciences
Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
29350E 104
(CUSIP Number)
Weird Science LLC
8581 Santa Monica Blvd. #317
West Hollywood, CA 90069
Attention: William Anderson Wittekind
(424) 279-8792
with a copy to:
Patrick T. McCloskey
McCloskey Law PLLC
425 Madison Avenue, Suite 1700
New York, NY 10017
(646) 970.0611
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
May 29, 2020
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 29350E104
| 1. | Names of Reporting Persons. |
| | | I.R.S. Identification Nos. of above persons (entities only). |
| | | |
| | | Weird
Science LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Source
of Funds (See Instructions) OO |
| 5. | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| | | |
| 6. | Citizenship
or Place of Organization California |
| |
|
|
| Number of |
7. |
Sole Voting Power 0 |
| Shares Bene- |
|
|
| ficially by |
8. |
Shared Voting Power 4,900,1141 |
| Owned by Each |
|
|
| Reporting |
9. |
Sole Dispositive Power 0 |
| Person With |
|
|
| 10. | Shared
Dispositive Power 4,900,1141 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 4,900,114 |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| 13. | Percent
of Class Represented by Amount in Row (11) 10.5%2 |
| 14. | Type of Reporting Person (See Instructions)
OO |
_____________________________
1 William Anderson Wittekind (“Wittekind”)
and Carl Sandler (“Sandler”) share voting and dispositive power over such shares by virtue of their status as managers of
Weird Science LLC (“Weird Science”) as of the date of the event reported herein.
2 Based upon 46,497,409 shares of common stock outstanding as of
May 12, 2020, as disclosed in the issuer’s definitive proxy statement filed with the Commission on May 22, 2020.
CUSIP No. 29350E104
| 1. | Names of Reporting Persons. |
| | | I.R.S. Identification Nos. of above persons (entities only). |
| | | |
| | | William
Anderson Wittekind |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Source
of Funds (See Instructions) OO |
| 5. | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| | | |
| 6. | Citizenship
or Place of Organization United States |
| |
|
|
| Number of |
7. |
Sole Voting Power 3,509,056 |
| Shares Bene- |
|
|
| ficially by |
8. |
Shared Voting Power 4,900,1143 |
| Owned by Each |
|
|
| Reporting |
9. |
Sole Dispositive Power 3,509,056 |
| Person With |
|
|
| 10. | Shared
Dispositive Power 4,900,1143 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 8,409,170 |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x |
| 13. | Percent
of Class Represented by Amount in Row (11) 18.1.4 |
| 14. | Type of Reporting Person (See Instructions)
I |
_____________________________
3 Consists of 4,900,114
shares owned by Weird Science. Wittekind and Sandler share the power to vote and the power to dispose of the shares owned by Weird Science
by virtue of their status as managers of Weird Science as of the date of the event reported herein. Excludes 10,527,171 shares owned
by Wittekind’s spouse, of which Wittekind disclaims beneficial ownership pursuant to Rule 13d-4 (17 CFR 240.13d-4).
4 Based upon 46,497,409 shares of common stock
outstanding as of May 12, 2020, as disclosed in the issuer’s definitive proxy statement filed with the Commission on May 22, 2020.
EXPLANATORY NOTE
This Amendment No. 4 amends the Schedule 13D filed by Weird Science LLC, a California
limited liability company (“Weird Science”) and William Anderson Wittekind, a member and manager of Weird Science
(“Wittekind” and, together with Weird Science, the “Reporting Persons”), with respect
to the shares of common stock, par value $0.0001 per share (“Common Stock”) of Enochian Biosciences Inc. (the
“Issuer”) received by Weird Science pursuant to that certain Agreement and Plan of Merger dated January 12,
2018 (the “Merger Agreement”) by and among the Issuer (then known as DanDrit BioTech USA, Inc.), DanDrit Acquisition
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer (“Merger Sub”), Enochian Biopharma,
Inc., a Delaware corporation (“Target”), and Weird Science, in its capacity as the majority stockholder of
the Target, as amended by Amendment No. 1, Amendment No. 2 and Amendment 3 thereto.
Capitalized terms used but not defined in this Amendment No. 4 have the meanings
given to such terms in the initial Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto.
| Item 5. | Interests in Securities of the Issuer |
(a)-(c) On or about May 29, 2020, Weird Science distributed 17,545,283
shares of Common Stock to its members on a pro rata basis, consisting of 3,509,056 shares of Common Stock to Wittekind, 3,509,056 shares
of Common Stock to Sandler and 10,527,171 shares of Common Stock to Gumrukcu.
Based upon 46,497,409 shares of Common Stock outstanding as of May 12, 2020 as
disclosed in the Issuer’s proxy statement filed with the Commission on May 22, 2020, after giving effect to Weird Science’s
pro rata distribution on or about May 29, 2020:
| · | Weird
Science owned 4,900,114 shares of Common Stock, comprising 10.5% of the Issuer’s issued
and outstanding Common Stock; |
| · | Wittekind
beneficially owned 8,409,170 shares of Common Stock (including the 4,900,119 shares owned
by Weird Science, of which Wittekind shares beneficial ownership with Sandler by virtue of
Wittekind’s status as a manager of Weird Science, but excluding the 10,527,171 shares
owned by Gumrukcu, Wittekind’s spouse, of which Wittekind disclaims beneficial ownership
pursuant to Rule 13d-4 (17 CFR 240.13d-4), comprising 18.1% of the Issuer’s issued
and outstanding Common Stock; |
| · | Sandler
beneficially owned 8,424,780 shares of Common Stock (including the 4,900,119 shares owned
by Weird Science, of which Sandler shares beneficial ownership with Wittekind by virtue of
Sandler’s status as a manager of Weird Science, and 15,605 shares of Common Stock underlying
options granted to Sandler in exchange for his service as a director of the Issuer) comprising
18.1% of the Issuer’s issued and outstanding Common Stock; and
|
| · | Gumrukcu
beneficially owned 10,527,171 shares of Common Stock, comprising 22.6% of the Issuer’s
issued and outstanding Common Stock. Such beneficial ownership excludes the shares owned
by Wittekind, Gumrukcu’ spouse, as of such date. Gumrukcu disclaimed beneficial ownership
of the shares owned by Wittekind in footnote 7 to the table entitled “Security Ownership
of Certain Beneficial Owners and Management” included in the Issuer’s Form 10-K/A
filed with the Commission on October 28, 2020. |
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to be Filed as
Exhibits |
| Exhibit 1 | Joint Filing Agreement (previously
filed and incorporated by reference to Exhibit 1 of the Schedule 13D). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this Amendment No. 4 is true, complete and correct.
Date: May 19, 2023
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WEIRD SCIENCE LLC |
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By: |
/s/ William Anderson Wittekind |
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Name: William Anderson Wittekind |
| |
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Title: Manager |
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/s/ William Anderson Wittekind |
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WILLIAM ANDERSON WITTEKIND |
6
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