ENOB Enochian Biosciences Inc

Item 1.01. Entry into a Material Definitive Agreement.

On July 20, 2021, Enochian Biosciences, Inc. (the “Company”) announced that the Honorable Dr. Mark Dybul, its Executive Vice-Chair of the Board of Directors (the “Board”), has been named Chief Executive Officer of the Company.

Dr. Dybul has served as the Executive Vice-Chair of the Board of the Company since January 2019 and as a director since February 2018. Dr. Dybul has served as a Professor in the Department of Medicine at Georgetown University Medical Center, and the Faculty Co-Director of the Center for Global Health and Quality since June of 2017. Dr. Dybul has worked on HIV and public health for nearly 30 years as a clinician, scientist, teacher, and administrator, most recently as the Executive Director of the Global Fund to Fight AIDS, Tuberculosis and Malaria from 2013 through May of 2017. Prior to joining the Global Fund, he was a principal architect and ultimately the head of the U.S. President’s Emergency Plan for AIDS Relief (PEPFAR), the largest international health initiative in history dedicated to a single disease, which achieved historic prevention, care and treatment goals on time and on budget. During his tenure, the program’s funding grew from approximately $500 million to $6.5 billion annually. Earlier in his career, after graduating from Georgetown Medical School in Washington D.C., Dr. Dybul joined the National Institute of Allergy and Infectious Diseases, as a research fellow under director Dr. Anthony Fauci, where he conducted basic and clinical studies on HIV virology, immunology and treatment optimization, including the first randomized, controlled trial with combination antiretroviral therapy in Africa.

There are no arrangements or understandings between Dr. Dybul and any other person pursuant to which he was appointed as an officer of the Company. Dr. Dybul does not have any family relationship with any director or other executive officer of the Company, and there are no transactions in which Dr. Dybul has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Upon appointment to this new role, Dr. Dybul was awarded an option to purchase 3,000,000 shares of the Company’s common stock at an exercise price equivalent to the closing price per share at which such stock was quoted on the NASDAQ Stock Market on the date prior to the grant date. The option has a ten-year term, subject to continued employment, and 2,000,000 of the shares will vest ratably over the first three anniversary dates of July 1, 2021. One-third of the remaining 1,000,000 shares is subject to vesting at the end of each of the three years beginning June 30, 2022, based upon the achievement by the Company of certain benchmarks. At this time, any additional changes to Dr. Dybul’s compensation arrangements with the Company have not been determined. The Company will file an amendment to this Current Report on Form 8-K disclosing any such additional information if and when it has been determined.