Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 5, 2021

ENOCHIAN BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)

Delaware	000-54478	45-2559340
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

2080 Century City East

Suite 906

Los Angeles, CA 90067

(Address of principal executive offices)

+1(786) 888-1685

(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		ENOB		The Nasdaq Stock Market LLC

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 5.07.

Submission of Matters to a Vote of Security Holders.

On March 5, 2021, Enochian Biosciences Inc., a Delaware corporation (the “Company”), held its annual meeting of stockholders (the “Meeting”) as prescribed in the Proxy Statement filed by the Company with the Securities and Exchange Commission on February 3, 2021. At the Meeting, four proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:

Proposal No. 1: The election of Renè Sindlev, Mark R. Dybul, M.D., Carol L. Brosgart M.D, Gregg Alton, Evelyn D’An, James Sapirstein, Carl Sandler and Henrik Gronfeldt-Sorensen. for terms until the next annual meeting of stockholders or until each such director’s successor shall have been duly elected and qualified. The stockholders elected each of the eight directors by the following votes:

Director	Votes For	Votes Withheld	Broker Non-Votes
Renè Sindlev	23,967,934	8,850,608	1,115,545
Mark R. Dybul, M.D	23,927,123	8,891,419	1,115,545
Carol L. Brosgart, M.D.	24,414,539	8,404,003	1,115,545
Gregg Alton	23,385,047	9,433,495	1,115,545
Evelyn D’An	23,230,217	9,588,325	1,115,545
James Sapirstein	22,822,593	9,995,949	1,115,545
Carl Sandler	23,948,968	8,869,574	1,115,545
Henrik Gronfeldt-Sorensen	23,968,105	8,850,437	1,115,545

Proposal No. 2: An advisory vote on the compensation paid to our named executive officers. The proposal was approved as follows:

Votes For	32,752,645
Votes Against	65,345
Abstentions	552
Broker Non-Votes	1,115,545

Proposal No. 3: The approval of a non-binding resolution regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers. The stockholders approved the non-binding advisory resolution regarding the frequency of future votes on executive compensation with respect to every three (3) years as follows:

1 Year	1,685,711
2 Years	34,486
3 Years	31,022,018
Abstentions	76,327

The Company has decided to set the frequency of future advisory votes on the compensation of the Company’s named executive officers at every three (3) years going forward.

Proposal No. 4: Ratification of Independent Registered Public Accounting Firm. The stockholders ratified Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm as follows:

Votes For	33,928,758
Votes Against	949
Abstentions	4,380

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.