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. 6)*
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)
October 28, 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) x |
| | | |
| 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 46,636,976 shares of common stock outstanding as of
September 23, 2020, as disclosed in the issuer’s Form 10-K/A filed with the Commission on October 28, 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 3,398,0563 |
| Shares Bene- |
|
|
| ficially by |
8. |
Shared Voting Power 4,900,1144 |
| Owned by Each |
|
|
| Reporting |
9. |
Sole Dispositive Power 3,398,0563 |
| Person With |
|
|
| 10. | Shared
Dispositive Power 4,900,1144 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 8,298,170 |
| 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) 17.8.5 |
| 14. | Type of Reporting Person (See Instructions)
I |
_____________________________
3 Consists of (a) 1,859,367 shares owned by Wittekind; (b) 1,000,000
shares owned by the William Anderson Wittekind 2020 Annuity Trust, a grantor retained annuity trust of which Wittekind is the sole trustee
(the “Wittekind 2020 Annuity Trust”); and (c) 538,689 shares owned by the Dybul 2020 Angel Annuity Trust, a grantor retained
annuity trust of which Wittekind is the sole trustee (the “Dybul 2020 Annuity Trust”). In his capacity as the sole trustee,
Wittekind has sole voting power and sole dispositive power over the shares owned by the Wittekind 2020 Annuity Trust and the Dybul 2020
Annuity Trust.
4 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 10,446,171 shares owned by Wittekind’s spouse,
of which Wittekind disclaims beneficial ownership pursuant to Rule 13d-4 (17 CFR 240.13d-4).
5 Based upon 46,636,976 shares
of common stock outstanding as of September 23, 2020, as disclosed in the issuer’s Form 10-K/A filed with the Commission on October
28, 2020.
EXPLANATORY NOTE
This Amendment No. 6 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, Amendment 3, Amendment No. 4 and Amendment No. 5 thereto.
Capitalized terms used but not defined in this Amendment No. 6
have the meanings given to such terms in the initial Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4 and Amendment No. 5 thereto.
| Item 2. | Identity and Bakcground |
(d) The
disclosures made in Item 2(d) of Amendment No. 1 with respect to Gumrukcu are hereby supplemented with the following:
On September 4, 2020 the charge was reduced
to a misdemeanor, the remaining probation period was terminated, the guilty plea/conviction was set aside, a plea of not guilty was entered
and the case was dismissed pursuant to Section 1203.4 of the California Penal Code.
| Item 5. | Interests in Securities of the Issuer |
(a)-(c) On or about October 28, 2020 Wittekind contributed
538,689 shares of Common Stock to the Dybul 2020 Angel Annuity Trust, a grantor retained annuity trust of which Wittekind is the sole
trustee (the “Dybul 2020 Annuity Trust”).
Based upon 46,636,976 shares of Common Stock outstanding as of
September 23, 2020, as disclosed in the Issuer’s Form 10-K/A filed with the Commission on October 28, 2020, after giving effect
to Wittekind’s transfer of the 538,689 shares of Common Stock to the Dybul 2020 Annuity Trust:
| · | Wittekind beneficially owned 8,298,170 shares of Common Stock (including
4,900,114 shares owned by Weird Science, of which Wittekind shares beneficial ownership with Sandler, in Wittekind’s capacity as
a manager of Weird Science, 1,000,000 shares owned by the Wittekind 2020 Annuity Trust and 538,689 shares owned by the Dybul 2020 Annuity
Trust, of which Wittekind has sole voting and dispositive power in his capacity as sole trustee, but excluding 10,446,171 shares owned
by Gumrukcu, Wittekind’s spouse, of which Wittekind disclaims beneficial ownership pursuant to Rule 13d-4 (17 CFR 240.13d-4), comprising
17.8% of the Issuer’s issued and outstanding Common Stock; |
| · | Sandler
beneficially owned 8,386,795 shares of Common Stock (including the 4,900,119 shares owned
by Weird Science, of which Sandler shares beneficial ownership with Wittekind, in Sandler’s
capacity 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 18.0%
of the Issuer’s issued and outstanding Common Stock; and
|
| · | Gumrukcu
beneficially owned 10,446,171 shares of Common Stock, comprising 22.4% of the Issuer’s
issued and outstanding Common Stock. Such beneficial ownership excludes the shares owned
by Wittekind, Gumrukcu’ spouse. 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. 6 is true, complete and correct.
Date: May 19, 2023
| |
WEIRD SCIENCE LLC |
| |
|
| |
|
|
| |
By: |
/s/ William Anderson Wittekind |
|
| |
|
Name: William Anderson Wittekind |
| |
|
Title: Manager |
| |
|
|
| |
|
|
| |
|
|
| |
|
/s/ William Anderson Wittekind |
|
| |
|
WILLIAM ANDERSON WITTEKIND |
6
Enochian Biosciences (NASDAQ:ENOB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Enochian Biosciences (NASDAQ:ENOB)
Historical Stock Chart
From Apr 2023 to Apr 2024
