10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

OR

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-54478

Enochian Biosciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware	45-2259340
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

Enochian Biosciences, Inc.

Stumpedyssevej 17,

2970 Horsholm, Denmark

+1(510)203-4857

(Name, address, including zip code, and telephone number, including area code, of agent for service)

DanDrit Biotech USA, Inc.

Fruebjergvej 3

2100 Copenhagen, Denmark

+45 30127206

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒   No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

As of May 15, 2018, the number of shares of the registrant’s common stock outstanding was 36,163,924.

ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

- INDEX -

		Page
PART I – FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited):	1
	Condensed Consolidated Balance Sheets as of March 31, 2018 (Unaudited) and June 30, 2017	2
	Condensed Consolidated Statement of Operations (Unaudited) for the Three and Nine Months Ended March 31, 2018 and 2017	3
	Condensed Consolidated Statement of Comprehensive Loss (Unaudited) for the Three and Nine Months Ended March 31, 2018 and 2017	4
	Condensed Consolidated Statement of Cash Flows (Unaudited) for the Nine Months Ended March 31, 2018 and 2017	5
	Notes to the Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II – OTHER INFORMATION:
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures		39

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended March 31, 2018 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2017 as amended and filed with the Securities and Exchange Commission on November 20, 2017.

1

ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			June 30,
	2018			2017
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	17,018,493		$	3,941,712
Other Receivables		31,270			223,777
Prepaid Expenses		15,385			33,391
Total Current Assets		17,065,148			4,198,880
PROPERTY AND EQUIPMENT
Property and Equipment		275,414			226,381
Accumulated Depreciation		(246,515	)		(226,381	)
PROPERTY AND EQUIPMENT, Net Accumulated Depreciation		28,899			-
OTHER ASSETS
Definite Life Intangible Assets, Net		127,137,725			124,393
Deposits		32,619			2,739
Loan Receivable		-			196,140
Total Other Assets		127,170,344			323,272
TOTAL ASSETS	$	144,264,391		$	4,522,152
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Advances for the Purchase of Common Stock	$	-		$	1,600,354
Notes Payable - Related Party		-			87,817
Accounts Payable - Trade		663,576			434,973
Accounts Payable - Related Party		235,000			235,000
Convertible Notes Payable – Related Party		-			401,673
Accrued Expenses		7,490			229,601
Total Current Liabilities		906,066			2,989,418
Total Liabilities		906,066			2,989,418
STOCKHOLDER’S EQUITY:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, par value $0.0001, 100,000,000 shares authorized, 36,163,924, and 12,433,290 issued and outstanding at March 31, 2018 and June 30, 2017, respectively		3,616			1,243
Additional Paid-In Capital		176,328,822			29,622,183
Accumulated Deficit		(32,706,403	)		(28,443,524	)
Other Comprehensive (Loss) Income, Net		(267,710	)		352,832
Total Stockholder’s Equity		143,358,325			1,532,734
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	144,264,391			4,522,152

See accompanying notes to the unaudited condensed consolidated financial statements.

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ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
	2018			2017			2018			2017
Revenues	$	-		$	-		$	-		$	-
Cost of Goods Sold		-			-			-			-
Gross profit (Loss)		-			-			-			-
Operating Expenses
General and Administrative Expenses		1,874,609			168,503			2,831,556			722,051
Non-Cash and Stock-Based Compensation Expense		105,000			-			217,837			626,487
Research and Development Expenses		137,916			16,290			511,537			47,181
Depreciation and Amortization		761,250			3,498			769,150			10,869
Consulting Expenses		359,783			162,739			815,881			345,518
Total Operating Expense		3,238,558			351,030			5,145,961			1,752,106
(LOSS) FROM OPERATIONS		(3,238,558	)		(351,030	)		(5,145,961	)		(1,752,106	)
Other Income (Expense)
Interest (Expense)		-			(2,217	)		-			(5,430	)
Interest (Expense) – Related Party		1,183			(3,818	)		(12,060	)		(11,019	)
Income (Loss) on Currency Transactions		183,511			96,816			779,943			(256,801	)
Other Income, Forgiveness of Debt		87,817			-			87,817			-
Interest and Other Income		1,153			-			16,081			-
Total Other Income (Expense)		273,664			90,781			871,781			(273,250	)
(Loss) Before Income Taxes		(2,964,894	)		(260,249	)		(4,274,180	)		(2,025,356	)
Income Tax (Benefit)		(4,729	)		(14,078	)		(11,301	)		(67,400	)
NET (LOSS)	$	(2,960,165	)	$	(246,171	)	$	(4,262,879	)	$	(1,957,956	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.12	)	$	(0.03	)	$	(0.25	)	$	(0.21	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		24,790,153			9,533,290			17,303,255			9,533,290

See accompanying notes to the unaudited condensed consolidated financial statements.

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ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS

	(Unaudited)						(Unaudited)
	For the Three Months						For the Nine Months
	Ended March 31,						Ended March 31,
	2018			2017			2018			2017
Net Loss	$	(2,960,165	)	$	(246,171	)	$	(4,262,879	)	$	(1,957,956	)
Currency Translation, Net of Taxes		(235,960	)		(107,576	)		(620,542	)		270,983
Other Comprehensive Loss	$	(3,196,125	)	$	(353,747	)	$	(4,883,421	)	$	(1,686,973	)

See accompanying notes to the unaudited condensed consolidated financial statements.

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ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

	For the Nine Months Ended March 31,
	2018			2017
	(Unaudited)
NET (LOSS)	$	(4,262,879	)	$	(1,957,956	)
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Depreciation and Amortization		769,150			10,869
Non-Cash Compensation and Stock Based Compensation Expense		217,837			626,487
Accrued Interest on Notes Payable - Related Party		-			1,763
Accrued Interest on Notes Receivable		(10,874	)		-
Loss on Forgiveness on Note Receivable		457,813			-
(Gain) on Forgiveness of Debt, Related Party		(87,817	)		-
Accretion of Discount on Notes Payable		11,997			14,166
CHANGES IN ASSETS AND LIABILITIES:
Decrease in Other Receivables		192,507			501,109
(Increase) Decrease in Prepaid Expenses/Deposits		(11,874	)		7,071
Increase (Decrease) in Accounts Payable		219,597			(267,864	)
Increase in Accounts Payable – Related Party		-			286,015
(Decrease) Increase in Accrued Expenses		(222,111	)		99,832
Total Adjustments		1,536,225			1,279,448
NET CASH USED IN OPERATING ACTIVITIES		(2,726,654	)		(678,508	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Acquired in Acquisition Enochian Biopharma Inc.		2,067			-
Purchase of Property and Equipment		(30,000	)		-
(Increase) in Note Receivables		(250,799	)		-
NET CASH USED BY INVESTING ACTIVITIES		(278,732	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds on Notes Payable – Related Party		-			413,670
Proceeds from Stock Issuances		16,712,715			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		16,712,715			413,670
(Loss) Gain on Currency Translation		(630,548	)		275,169
NET INCREASE IN CASH		13,076,781			10,331
CASH, BEGINNING OF PERIOD		3,941,712			23,368
CASH, END OF PERIOD	$	17,018,493		$	33,699
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the periods for:
Interest	$	-		$	-
Income Taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Imputed interest on Non-interest bearing Convertible Notes Payable	$	-		$	14,888
Beneficial Conversion Feature of Convertible Notes Payable	$	-		$	17,294
Amortization of discount on Convertible Notes Payable	$	11,997		$	14,166
Stock options to the Board	$			$	626,487
Stock issued in exchange for services	$	217,837		$	-
Convertible notes payable converted to 183,356 common shares	$	401,673		$	-
Common Stock issued and contingent common shares to acquire EBI	$	127,764,437		$	-

See accompanying notes to the unaudited condensed consolidated financial statements.

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ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2018 and 2017 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2017 audited financial statements. The results of operations for the periods ended March 31, 2018 and March 31, 2017 are not necessarily indicative of the operating results for the full year.

Business and Basis of Presentation – Enochian Biosciences, Inc. formerly DanDrit Biotech USA, Inc. (“Enochian”, or “Registrant”, and together with its subsidiaries, the “Company”, “we” or “us”) engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of HIV and cancer. The Registrant was originally incorporated in the State of Delaware on January 18, 2011. On March 2, 2018, the Dandrit BioTech USA, Inc. amended its articles of incorporation changing the name of the Company to Enochian Biosciences, Inc.

Subsidiaries

Enochian Biopharma Inc. (“EBI”) was incorporated on May 19, 2017 and is a 100% owned subsidiary of the Registrant. EBI owns a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans (the “Field”). The accompanying financial statements include the accounts of EBI from the date of the acquisition which was completed on February 16, 2018.

DanDrit BioTech A/S, a Danish corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) and is a 100% owned subsidiary of the Registrant (subject to 123,464 common shares of DanDrit Denmark or 3.08% of outstanding shares to be acquired with the 185,053 shares of common stock of the Registrant (“Common Stock”) held in escrow according to Danish law (the “Escrow Shares”)). DanDrit Denmark engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer.

Acquisition of EBI - On January 12, 2018, the Registrant, DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Registrant (“Acquisition Sub”), EBI and Weird Science LLC, a California limited liability company and the majority stockholder of EBI (“Weird Science”) entered into an Agreement and Plan of Merger (the “Acquisition Agreement”). On February 16, 2018, the transaction was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation (the “Acquisition”). As consideration for the Acquisition, the stockholders of EBI received (i) 18,081,962 shares of the Common Stock of the Registrant, and (ii) the right to receive earn-out shares of Common Stock pro rata upon the exercise or conversion of any of the Registrant’s 650,000 Grant Warrants and 5,838,122 warrants which were outstanding at closing. As of March 31, 2018, 6,488,122 shares of Common Stock are contingently issuable in connection with the Acquisition of EBI.

Year End – In June 2015, the Registrant’s Board of Directors approved a change of the Registrant’s fiscal year end from December 31 to June 30. 

Consolidation — For the three and nine months ended March 31, 2018 and 2017, the consolidated financial statements include the accounts and operations of Enochian Biosciences, Inc., DanDrit Denmark, and Enochian Biopharma, Inc. All material inter-company transactions and accounts have been eliminated in the consolidation.

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ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Functional Currency / Foreign currency translation — The functional currency of Enochian and EBI is the U.S. Dollar. The functional currency of DanDrit Denmark is the Danish Kroner (“DKK”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance sheet accounts are translated into U.S. Dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. Dollars at the average exchange rates prevailing during the periods ended March 31, 2018 and 2017. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.

Cash and Cash Equivalents — The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had balances held in financial institutions in Denmark and in the United States in excess of federally insured amounts at March 31, 2018 and June 30, 2017 of $16,768,493 and $3,624,482, respectively.

Property and Equipment — Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized, upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets which range from four to nine years (See Note 3).

Intangible Assets — Definite life intangible assets include patents and licenses. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Goodwill and Other Intangible Assets”. Intangible assets are recorded at cost. Patent costs consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. License agreements cost represent the Fair Value of the license agreement on the date acquired. Intangible assets are amortized on a straight line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application.

Impairment of Long-Lived Assets — Long-lived assets, such as property, plant, and equipment, patents and licenses are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values.

Revenue Recognition and Sales —

The sale of the Company’s product is limited to compassionate use within approved countries. The Company accounts for revenue recognition in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), and FASB ASC 605 Revenue Recognition. The Company recognizes revenue when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, product has been shipped or delivered to the customer, the price and terms are finalized, and collections of resulting receivable is reasonably assured. Products are primarily shipped FOB shipping point at which time title passes to the customer.

7

The sale of the Company’s product, ENO-4001 (previously known as MCV), is limited to compassionate use within approved countries.

Performance Obligations

We recognized revenue upon completion of our performance obligation. Our performance obligation is the delivery of product. Product revenue performance obligations are completed upon delivery and at that point in time, the control of the product is transferred to the customer and we are entitled to bill the customer for the product delivered.

Products are primarily shipped FOB shipping point at which time title passes to the customer.

Value Added Tax — In Denmark, Value Added Tax (“VAT”) of 25% of the invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities. VAT of 25% is also paid to Danish and EU vendors on invoices these amounts are refundable from the respective governmental authority and recorded as other receivables in the accompanying financial statements.

Research and Development Expenses — The Company expenses research and development costs incurred in formulating, improving, validating and creating alternative or modified processes related to and expanding the use of the HIV and Cancer therapies and technologies for use in the prevention, treatment, amelioration of and/or therapy for HIV and Cancer. Research and development expenses for the nine months ended March 31, 2018 and 2017 amounted to $511,537 and $47,181, respectively.

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ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes — The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This statement requires an asset and liability approach for accounting for income taxes.

Loss Per Share — The Company calculates earnings/(loss) per share in accordance with FASB ASC 260 Earnings Per Share. Basic earnings per common share (EPS) are based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive common shares. Potential common shares included in the diluted earnings per share calculation include in-the-money stock options that have been granted but have not been exercised. Because of the net loss for the nine months ended March 31, 2018 and March 31, 2017, the dilutive shares for both periods were excluded from the Diluted EPS calculation as the effect of these potential common shares is anti-dilutive.

Fair Value of Financial Instruments — The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded values due to their short-term maturities.

Stock Options and Warrants - The Company has granted stock options to certain employees, officers and directors that were subsequently converted to Grant Warrants (See Note 9). During the years presented in the accompanying consolidated financial statements, the Company has granted stock options and warrants. The Company accounts for options and warrants in accordance with the provisions of FASB ASC Topic 718, Compensation – Stock Compensation. Non-cash compensation costs for employee compensation and consulting fees for the nine month period ending March 31, 2018 and 2017 was $217,837 and $626,487, respectively. Non-cash compensation for the three month period ending March 31, 2018 and 2017 was $105,000 and $0, respectively. Non-cash compensation costs of $626,487 have been recognized for the vesting of options and warrants granted to officers, Board members, employees and consultants with an associated recognized tax benefit of $0 for both periods ended March 31, 2018 and 2017, respectively.

Stock-Based Compensation - The Company accounts for employee stock-based compensation in accordance with the guidance of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

9

The Company follows ASC Topic 505 - 50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

Accounting Estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates include the fair value and potential impairment of intangible assets, depreciation of fixed assets, and fair value of equity instruments issued.

 Reclassification— The financial statements as of June 30, 2017 have been reclassified to conform with the headings used as of March 31, 2018 and included breaking out $1,600,354 in advances for purchase of common shares   from Notes Payable – Related Party to Advances for the Purchase of Common Shares. This reclassification is related to a private placement offering of 1,231,561 Units (see Note 9) for total proceeds to the Company of $1,601,029 that was completed on July 12, 2017, for which some funds were advanced prior to June 30, 2017.

Recently Issued Accounting Standards: In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance.

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

10

ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – ACQUISITION OF ENOCHIAN BIOSCIENCES

On January 12, 2018, Acquisition Sub, EBI and Weird Science entered into the Acquisition Agreement. On February 16, 2018, the Acquisition was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation. As consideration for the Acquisition, the stockholders of EBI received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive earn-out shares of Common Stock pro rata upon the exercise or conversion of any of the Registrant’s 650,000 Grant Warrants and 5,838,122 warrants which were outstanding at closing.

On February 16, 2018, the Registrant issued 18,081,962 shares of Common Stock and has recorded contingent consideration of potentially 6,488,122 shares of Common Stock to be issued upon the exercise of 5,838,122 warrants and 650,000 Grant Warrants of the Registrant which remain outstanding.

The transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations. The Company retained independent appraisers to advise management in the preliminary determination of the fair value of the various assets acquired and liabilities assumed. The values assigned in these financial statements are preliminary and represent management’s best estimate of fair values as of the Closing Date. The Company has recorded estimated amounts of the fair market value of the assets acquired.  The determination of the allocation of the purchase price to the underlying tangible and intangible assets in the financial statements are subject to change as additional information becomes available.  As required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any Non-controlling Interest, management conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed ASC 805-20’s measurement procedures for Closing Date recognition of the fair value of net assets acquired.

The following are the fair value of assets acquired and liabilities assumed as of the Closing Date of February 16, 2018:  

Cash and cash equivalents	$	2,067
Accounts payable		(9,006	)
Other intangible assets [1]		127,771,376
Total Consideration	$	127,764,437

The estimated fair value of the major components of the other intangible assets acquired and their estimated useful lives are as follows:  

	Preliminary Fair Value		Weighted Average Useful Life (in Years)
Definite life intangible asset “License agreement”	$	127,771,376		20
Total	$	127,771,376

[1] a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans.

11

Under ASC 805-10, acquisition-related costs (i.e., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred but are accounted for as operating expenses in the periods in which the costs are incurred. Acquisition-related costs were $2,392,224 during the nine months ended March 31, 2018.

As of March 31, 2018, revenues of $0 and net loss of $15,000 from February 16, 2018 to March 31, 2018 of the acquired subsidiaries have been included in the Consolidated Financial Statements.

The following unaudited pro forma condensed financial information presents the combined results of operations of Company and EBI as if the acquisition had occurred as of the beginning of each period presented. The unaudited pro forma condensed financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of the beginning of the period presented and should not be taken as being representative of the future consolidated results of operations of the Company:

	For the Nine Months ended March 31, 2018
	Historical				Pro forma
	Company		EBI		Adjustments			Combined
Net sales	$	-	$	-	$	-		$	-
Operating expenses		5,145,961		1,208,732		4,035,308	[a]
						(1,005,531)	[b]		9,384,470
Other (income) expense		(871,781)		(1,005,531)		1,005,531	[b]		(871,781)
Income Taxes Expense (Benefit)		(11,301)							(11,301)
Net (loss)		(4,262,879)		(203,201)		4,035,308	[a]		(8,501,388)
Net (loss) per common share, basic and diluted	$		$		$			$	0.26
Shares Outstanding, Basic and Diluted									32,547,537

12

	For the Three Months ended March 31, 2018
	Historical				Pro forma
	Company		EBI		Adjustments			Combined
Net sales	$	-	$	-	$	-		$	-
Operating expenses		3,238,558		438,329		841,023	[a]
						(598,035)	[b]		3,919,875
Other (income) expense		(273,664)		(598,035)		598,035	[b]		(273,664)
Income Taxes Expense (Benefit)		(4,729)							(4,729)
Net (loss)		(2,960,165)		159,705		(841,023)	[a]		(3,641,483)
Net (loss) per common share, basic and diluted	$		$		$			$	(0.11)
Shares Outstanding, Basic and Diluted									34,232,955

[a] Pro forma adjustments represent the full year amortization of intangible assets acquired in the acquisition of EBI.  These assets were amortized on a straight-line basis over their estimated useful lives.  

[b] Eliminates intercompany transactions.

NOTE 3 — PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2018 and June 30, 2017:

	Useful Life	March 31, 2018			June 30, 2017
Lab Equipment and Instruments	4-7	$	212,804		$	168,627
Computer Equipment	4-7		62,610			57,754
Total			275,414			226,381
Less Accumulated Depreciation			(246,515	)		(226,381	)
Net Property and Equipment		$	28,899		$	-

Depreciation expense amounted to $1,101 and $0 for the nine month period ended March 31, 2018 and 2017, respectively.

NOTE 4 — DEFINITE-LIFE INTANGIBLE ASSETS

At March 31, 2018 and June 30, 2017, definite-life intangible assets consisted of the following: 

	Useful Life	March 31, 2018			Acquisition			Effect of   Currency Translation			June 30, 2017
Patents	20 Years	$	330,122		$			$	25,602		$	304,520
License Agreement	20 Years		127,771,376			127,771,376			-			-
Total			128,101,498			127,771,376			25,602			304,520
Less Accumulated Amortization			(963,773	)		(768,049	)		(15,597	)		(180,127	)
Net Definite-Life Intangible Assets		$	127,137,725		$	127,771,376			10,005		$	124,393

During February 2018, the Company acquired a License Agreement to the HIV therapy (“ENO-1001”) which consists of a a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans .

Amortization expense for the nine months ended March 31, 2018 and 2017 was $764,967 and $10,869, respectively.

Expected future amortization expense for the years ended are as follows:

Year ending June 30,
2019		6,404,728
2020		6,404,728
2021		6,404,728
2022		6,404,728
2023		6,404,728
Thereafter		95,114,085
	$	127,137,725

Impairment – During the fourth quarter of each year, Management performs its annual test of impairment of intangible assets assessing the qualitative factors and determines if it is more than likely than not that the fair value of the asset is greater than or equal to the carrying value of the asset.

13

ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — NOTE RECEIVABLE

On July 14, 2017, the Registrant agreed to loan to EBI up to $500,000 in exchange for a promissory note receivable executed by the Registrant (the “EBI Note”). The EBI Note had an outstanding balance of $457,813 which included accrued interest. This amount was forgiven upon the completion of the Acquisition on February 16, 2018. The Company recorded the forgiveness of this promissory note receivable as general and administrative expense as it paid for acquisition related expense.

NOTE 6 — NOTES PAYABLE – RELATED PARTY

Notes payable to related parties consists of the following as of March 31, 2018 and June 30, 2017:

	March 31, 2018		June 30, 2017
Non-Interest Bearing Loan Payable to Sunrise Financial Group Inc.	$	-	$	38,235
6% Promissory Note Payable to NLBDIT 2010 Enterprises, LLC		-		49,581
Total Notes Payable – Related Party		-		87,816
Less Current Maturities		-		(87,816	)
Note Payables – Related Party Long Term	$	-	$	-

As of March 31, 2018, and June 30, 2017, the outstanding balances of the loan payable to Sunrise Financial Group Inc. was $0, and $38,235, respectively as the loan was forgiven on March 19, 2018.

A 6% promissory note payable to NLBDIT 2010 Enterprises, LLC, an entity controlled by a shareholder of the Registrant, was acquired by the Registrant in the Share Exchange, payable on February 12, 2014 upon the completion date of the Share Exchange.  As of March 31, 2018, and June 30, 2017, the outstanding balance on such note, including accrued interest, was $0 and $49,581, respectively. During the three and nine months ended March 31, 2018, the Registrant recorded related party interest on the note of $502 and $1,686, respectively and during the three and nine months ended March 31, 2017, the Registrant recorded related party interest on the note of $579 and $1,763, respectively, as the loan was forgiven on March 19, 2018.

14

ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — CONVERTIBLE NOTES PAYABLE – RELATED PARTY

Convertible notes payable to related parties consisted of the following as of March 31, 2018 and June 30, 2017:

	March 31, 2018		June 30, 2017
Non-Interest Bearing Notes Payable to a Shareholder	$	-	$	120,300
Non-Interest Bearing Notes Payable to a Former Director and Shareholder		-		240,600
Non-Interest Bearing Notes Payable to a Former Director and Shareholder		-		52,770
Less Discount		-		(11,997	)
Total Convertible Notes Payable – Related Party		-	$	401,673
Less Current Maturities		-		(401,673	)
Net Convertible Note Payables – Related Party Long Term	$	-		-

On July 1, 2016, the Registrant entered into a non-interest bearing convertible note for $60,150 with a shareholder of the Registrant (the “July 1 Note”). The July 1 Note matured on December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share (see Note 9). The July 1 Note was amended on October 31, 2017, whereby it was convertible into shares of Common Stock at $1.60 per share and matured on December 31, 2017. As the Common Stock was trading at $2.50 on July 1, 2016, the Registrant bifurcated the intrinsic value of the beneficial conversion feature and recorded a discount of $15,038. As the July 1 Note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $2,639. The interest was amortized to expense using the effective interest method through the December 31, 2017 maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $3,697 and $1,216 respectively, was recorded for the amortization of the discount. The July 1 Note was converted into 37,594 shares of Common Stock on February 16, 2018 at a conversion price of $1.60 per share.

On July 19, 2016, the Registrant entered into a non-interest bearing convertible note for $60,150 with a shareholder of the Registrant (the “July 19 Note”). The July 19 Note matured on December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share (see Note 9). The July 19 Note was amended on October 31, 2017, whereby was convertible into shares of Common Stock at $1.60 per share and mature on December 31, 2017. As the July 19 Note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $2,555. The interest will be amortized to expense using the effective interest method through the December 31, 2017 maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $3,697 and $1,216 respectively, was recorded for the amortization of the discount. The July 19 Note was converted into 37,594 shares of Common Stock on February 16, 2018 at a conversion price of $1.60 per share.

On August 24, 2016, the Registrant entered into a non-interest bearing convertible note for $90,225 with a shareholder of the Registrant (the “August 24 Note”). The August 24 Note was later acquired by an entity controlled by a then board member and shareholder of the Registrant. The August 24 Note had a maturity date of December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share. The August 24 Note was amended on October 31, 2017, whereby it was convertible into shares of Common Stock at $1.60 per share with a maturity date of December 31, 2017 (see Note 9). As the Common Stock was trading at $2.05 on August 24, 2016, the Registrant bifurcated the intrinsic value of the beneficial conversion feature and recorded a discount of $2,256. As the August 24 Note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $3,577. Interest was amortized to expense using the effective interest method through maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $1,610 and $2,539, respectively, was recorded for the amortization of the discount. The August 24 Note was converted to 56,390 shares of Common Stock on November 29, 2017 at a conversion price of $1.60 per share.

15

ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — CONVERTIBLE NOTES PAYABLE – RELATED PARTY (continued)

On September 21, 2016 the Registrant entered into a non-interest bearing convertible note for $150,375 with a shareholder of the Registrant (the “September 21 Note”). The September 21 Note was later acquired by an entity controlled by a then board member and shareholder of the Registrant. The September 21 Note had a maturity date of December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share. The September 21 Note was amended on October 31, 2017, whereby it was convertible into shares of Common Stock at $1.60 per share with a maturity date of December 31, 2017 (See Note 11). As the note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $5,630. Interest was amortized to expense using the effective interest method through maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $1,202 and $2,244, respectively, was recorded for the amortization of the discount. The September 21 Note was converted to 93,984 shares of Common Stock on November 29, 2017 at a conversion price of $1.60 per share.

On March 9, 2017, the Registrant entered into a non-interest-bearing convertible note for $52,770 with an entity controlled by shareholder and former board member of the Registrant (the “March 9 Note”). The March 9 Note was originally convertible into shares of Common Stock at $2.00 per share, and had an original maturity date of June 30, 2017.The March 9 Note was amended on October 31, 2017, whereby was convertible into shares of Common Stock at $1.60 per share with a maturity date of December 31, 2017 (See Note 11). As the note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $486. The interest was amortized to expense using the effective interest method through November 29, 2017, when the March 9 Note was converted to 32,982 shares of Common Stock at a conversion price of $1.60 per share.

NOTE 8 — LEASES

Operating Leases — The Registrant leased laboratory and production space under an operating lease agreement which terminated September 30, 2017. The lease called for monthly payments of DKK 6,300 (approximately $1,000 at September 30, 2017).

The Registrant had an agreement for use of virtual office space at a rate of $450 per month on a month-to-month basis, which was terminable by either party on one month’s notice. This lease was terminated effective November 30, 2017.

On November 13, 2017, the Registrant entered into a Lease Agreement for a term of five years and two months from November 1, 2017 (the “Term”) with Plaza Medical Office Building, LLC, a California limited liability company (the “Landlord”), as landlord, pursuant to which the Registrant agreed to lease from the Landlord certain premises (the “Leased Premises”) located in Los Angeles.

The Leased Premises consist of approximately 2,325 rentable square feet. The base rent for the Leased Premises increases by 3% each year over the Term, and ranges from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year. The equalized monthly lease payment for the term of the lease is $8,124. The Registrant is entitled to $70,800 in tenant improvement allowance in the form of free rent applied over 10 months in equal installments beginning in January of 2018.

On March 21, 2018, the Registrant entered into a Sub Lease Agreement for a term of five years commencing on April 2, 2018, with Rodeo Realty, Inc., a California Corporation (the “Lessee”), as lessee, pursuant to which the Lessee agreed to lease the Leased Premises from the Registrant under the same terms and conditions for the Leased Premises between the Registrant and the Landlord.

For the nine months ended March 31, 2018 and March 31, 2017 the lease expenses charged  to general and administrative expenses amounted to $15,385 and $12,027, respectively . For the three months ended March 31, 2018 and March 31, 2017 the lease expenses charged  to general and administrative expenses amounted to $0 and $4,451, respectively.

16

ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — STOCKHOLDERS’ EQUITY

Common Stock — The Registrant has 100,000,000 authorized shares of Common Stock, par value $0.0001 per share. As of March 31, 2018, and June 30, 2017, there were 36,163,924 and 12,433,290 shares issued and outstanding, respectively.

Voting — Holders of Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.

Dividends — Holders of Common Stock are entitled to receive ratably such dividends as our Board of Directors from time to time may declare out of funds legally available.

Liquidation Rights — In the event of any liquidation, dissolution or winding-up of affairs of the Company, after payment of all of our debts and liabilities, the holders of Common Stock will be entitled to share ratably in the distribution of any of our remaining assets.

Common Stock Issuances — On May 15, 2017, the Registrant completed a private placement offering of units, with each unit consisting of one share of Common Stock and warrants to purchase two shares of Common Stock at a strike price of $1.30 per share (each, a “Unit”), for $1.30 per Unit. In total, the Registrant issued and sold 2,700,000 shares of Common Stock and warrants to acquire 5,400,000 shares of Common Stock for total proceeds to the Registrant of $3,510,000.

On June 9, 2017, the Registrant issued 200,000 shares of Common Stock valued at $240,000 in connection with a consulting agreement at $1.20 per share.  

On July 12, 2017, the Registrant completed a private placement offering of 1,231,561 Units at a price of $1.30 per Unit, for total proceeds to the Registrant of $1,601,029.

On August 30, 2017, the Registrant issued 62,687 shares of Common Stock to the CEO and recorded non-cash compensation expense of $112,837 with a cost basis of $1.80 per share.

On November 29, 2017 pursuant to the exercise of certain convertible promissory notes of $90,225, $150,375 and $52,770, the Registrant issued 183,356 shares of Common Stock with at a conversion price of $1.60 per share.

On February 13, 2018, the Registrant issued 18,750 shares of Common Stock with a cost basis of $5.60 per share or $105,000 for non-cash consulting compensation.

On February 16, 2018, the Registrant issued 75,188 shares of Common Stock at a conversion price of $1.60 per share for the conversion of $120,300 convertible promissory notes.

On February 16, 2018, the Registrant issued 2,400,000 shares of Common Stock pursuant to the exercise of warrants at strike prices ranging from $1.60 per share to $2.00 per share for total proceeds of $3,295,000.

On February 16, 2018, the Registrant issued 1,677,130 shares of Common Stock at a price of $8.00 per share pursuant to a private placement for total proceeds to the Registrant of $13,417,040.

On February 16, 2018, the Registrant issued 18,081,962 shares of Common Stock valued at the February 16, 2018 closing price of $5.20 pursuant to the Acquisition Agreement.

17

 Stock Grants   —  On September 15, 2016, the Board of Directors of the Registrant (the “Board”) granted the right to acquire 300,000 shares of Common Stock at a strike price of $2.00 per share in what the Board originally described as “options” (the “Grants”) to each of Eric Leire, APE Invest A/S for Aldo Petersen and N.E. Nielson in consideration of their service to the Registrant. These Grants vested immediately and expire December 31, 2019. In October of 2017, the Registrant issued warrants to APE Invest A/S and N.E. Nielsen, and in January 2018, the Registrant issued a warrant to Eric Leire (each a “Grant Warrant” collectively the “Grant Warrants”) to evidence the Grants for an aggregate of 900,000 Grant Warrants.

Acquisition of EBI / Contingently issuable shares —  On January 12, 2018, the Registrant, Acquisition Sub, EBI and Weird Science entered into the Acquisition Agreement. On February 16, 2018, the Acquisition was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation. As consideration for the Acquisition, the stockholders of EBI received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive earn-out shares of Common Stock pro rata upon the exercise or conversion of any of the Registrant’s 650,000 Grant Warrants / stock options and 5,838,122 warrants which were outstanding at closing. As of March 31, 2018, 6,488,122 common shares are contingently issuable in connection with the Acquisition of EBI.

Acquisition of DanDrit Denmark —  185,053 Escrow Shares are reserved by the Company and are reflected as issued and outstanding in the accompanying financial statements to acquire the 123,464 non-consenting common shareholders Dandrit Denmark in accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark.

18

ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — STOCKHOLDERS’ EQUITY (Continued)

On February 6, 2014, the Board adopted the Registrant’s 2014 Equity Incentive Plan (the “Plan”), and the Registrant has reserved 1,206,000 shares of Common Stock for issuance in accordance with the terms of the Plan. To date the Registrant has granted options under the Plan (“Plan Options”) to purchase 30,304 shares of Common Stock

A summary of the status of the Plan Options and the Grant Warrants at March 31, 2018, and changes during the period are presented below:

	March 31, 2018
	Shares			Weighted Average Exercise Price		Average Remaining Life		Weighted Average Intrinsic Value
Outstanding at beginning of period		900,000		$	2.00		1.8	$	-
Granted		37,912			8.00		10.0		-
Exercised		(250,000	)		2.00		1.8		800,000
Forfeited		-			-		-		-
Expired		-			-		-		-
Outstanding at end of period		687,912		$	2.36		2.17	$	2,275,000
Vested and expected to vest		687,912		$	2.36		2.17	$	2,275,000
Exercisable end of period		650,000		$	2.00		1.8	$	2,275,000

At March 31, 2018, all Grant Warrants issued are exercisable and none of the Plan Options are vested or exercisable. The total intrinsic value of Grant Warrants at March 31, 2018 was $2,275,000. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at March 31, 2018 (for outstanding Grant Warrants), less the applicable exercise price.  

The Registrant recognized stock-based compensation expense related to Plan Options and Grant warrants of $0 and $626,487 for the three and nine months ended March 31, 2018, respectively. At March 31, 2018, the Company had $225,000 of unrecognized compensation cost related to non-vested Plan Options.

Pursuant to the Plan on February 28, 2018, when the stock price was $5.95 per share, the Board granted Plan Options to purchase 22,824 shares of Common Stock at exercise price of $8.00 per share, life and expected term of 10 years, volatility of 174.34%, risk free interest rate of 2.77% and dividend yield of 0%, with a Black Scholes fair value of $45,000, to three board members in consideration of their service to the Registrant, which vest annually in equal amounts over 3 years beginning after the first full year of board service.

Pursuant to the Plan on March 6, 2018, when the stock price was $6.00 per share, the Board granted Plan Options to purchase 15,088 shares of Common Stock at exercise price of $8.00 per share, life and expected term of 10 years, volatility of 174.34%, risk free interest rate of 2.88% and dividend yield of 0%, with a Black Scholes fair value of $45,000, to two board members in consideration of their service to the Registrant, which vest annually in equal amounts over 3 years beginning after the first full year of board service.

The Company recognizes compensation costs for the Plan Options and Grant Warrants to employees based on their grant-date fair value. The value of each Grant Warrant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the Grant Warrant granted during 2016 were life and expected term of 3.29 years, volatility of 189.65%, risk free interest rate of 0.87% and dividend yield of 0%, 

19

A summary of the status of the Plan Options and Grant Warrants issued to an officer, and two (now former) directors outstanding at March 31, 2018 is presented below: 

			Options/Grant Warrants Outstanding						Options/ Grant Warrants Exercisable
	Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
	$	8.00		37,912		9.9		8.00		-		-
	$	2.00		650,000		1.8	$	2.00		650,000	$	2.00
Total				687,912		2.17	$	2.36		650,000	$	2.00

20

Common Stock Purchase Warrants

A summary of the status of shares of Common Stock underlying the warrants outstanding at March 31, 2018 is presented below:

		Equivalent Shares Underlying Warrants Outstanding					Equivalent Shares Exercisable
Exercise Prices		Equivalent Shares		Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	1.30		4,500,000	4.3	$	1.30		4,500,000	$	1.30
$	1.30		1,338,122	3.75	$	1.30		1,338,122	$	1.30
	Total		5,838,122	4.0	$	1.30		5,838,122	$	1.30

The exercise price of certain warrants and the number of shares underlying the warrants are subject to adjustment for stock dividends, subdivisions of the outstanding shares of Common Stock and combinations of the outstanding shares of Common Stock. For so long as the warrants remain outstanding, we are required to keep reserved from our authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the shares underlying the warrants.  

21

ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Consulting Agreements – On February 16, 2018, the Registrant entered into a consulting agreement with Weird Science under which Weird Science will provide ongoing medical services related to the development of the Company’s products for the treatment of HIV and cancer. In consideration for such consulting services, the Company will pay up to $30,000 per month for the consulting services.

On February 16, 2018, the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant for services related to clinical development and new business opportunities. In consideration for his services actually rendered, the Registrant will pay $10,000 per month for 3 months.  For the three months ended March 31, 2018, Carl Sandler was paid $10,000 for consulting services. This amount is included in “Consulting Expenses” in our Consolidated Statement of Operations.

Pre-Clinical Trial Loan – On July 14, 2017, the Registrant agreed to loan to EBI up to $500,000 in exchange for the EBI Note to fund pre-clinical study programs, including a study with syngeneic and humanized mice models. The EBI Note was retired upon the completion of the Acquisition on February 16, 2018, and the Company is continuing EBI’s pre-clinical study programs as research and development expenses of the Company (see Note 1).

Clinical Trial Agreements –DanDrit Denmark signed a contract of collaboration with the University Hospital IRCCS “San Martino” - IST – National Institute for Cancer Research, known as the San Martino Hospital of Genoa in January of 2015. The collaboration relates to a Phase III adjuvant study of the Company’s vaccine in patients with no evident disease (“NED”) stage IV colorectal cancer (“CRC”). The primary goal of the study is to evaluate the efficacy of the Company’s ENO-4001 cancer vaccine (previously known as MCV) in stage IV CRC patients rendered disease free after the completion of standard treatments in accordance with local practices.

On April 28, 2015, DanDrit Denmark entered into a service agreement with Fondazione GISCAD per la RicercasuiTumori to support Dandrit in a clinical trial to be conducted in Italy.

Patient Name Use Program Agreements - On December 16, 2013, DanDrit Denmark entered into an agreement with a Dutch company (the “ENO-4001 Partner”) regarding a Patient Name Use Program (PNU) for the Company’s ENO-4001.  This program will allow DanDrit Denmark to sell MCV for a year of treatment (10 vaccines) to cancer patients through the ENO-4001 Partner.  The ENO-4001 Partner offers a worldwide online platform providing access to non-registered medicines for patients with life threatening diseases. The ENO-4001 Partner is a turnkey solution and will be in charge of regulatory, recruitment, logistics, and pharmaco vigilance.   The Company will pay the ENO-4001 Partner a royalty on a country to country basis for 20 years on ENO-4001 sales sold under the agreement. Either party may terminate the agreement with 180 day written notice.

On April 23, 2015, the Company entered into a collaboration agreement with Riyadh Pharma in Saudi Arabia to promote cooperation in the manufacturing and marketing of DanDrit’s dendritic cell cancer vaccine ENO-4001.

Manufacturing Agreements - On January 28, 2014, the Company entered into an agreement with Cellin Technologies for the manufacture of the ENO-4001 Cancer vaccine.

On August 8, 2014, the Company entered into an agreement with Cellin Technologies for the manufacture of the Melanoma Cell Lysate.

 Shares held for Non-Consenting Shareholders – In connection with the Share Exchange agreement certain shareholders of Dandrit Denmark had not been identified or did not consent to the exchange of shares. In accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark, the non-consenting shareholders that did not exchange the DanDrit Denmark equity interests owned by such Non-Consenting Shareholders for shares of the Company, will be entitled to receive up to 185,053 Escrow Shares that each such non-consenting shareholder would have been entitled to receive if such shareholder had consented to the Share Exchange. The 185,053 Escrow Shares have been reflected as issued and outstanding in the accompanying financial statements.

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Food and Drug Administration (FDA) - The FDA has extensive regulatory authority over biopharmaceutical products (drugs and biological products), manufacturing protocols and procedures and the facilities in which they will be manufactured. Any new bio product intended for use in humans is subject to rigorous testing requirements imposed by the FDA with respect to product efficacy and safety, possible toxicity and side effects. FDA approval for the use of new bio products (which can never be assured) requires several rounds of extensive preclinical testing and clinical investigations conducted by the sponsoring pharmaceutical company prior to sale and use of the product. At each stage, the approvals granted by the FDA include the manufacturing process utilized to produce the product. Accordingly, the Company’s cell systems used for the production of therapeutic or bio therapeutic products are subject to significant regulation by the FDA under the Federal Food, Drug and Cosmetic Act, as amended.

Employment Agreements - The Company and its subsidiaries have employment agreements with officers and certain employees of each respective entity.

Contingencies - The Company is from time to time involved in routine legal and administrative proceedings and claims of various types. While any proceedings or claim contains an element of uncertainty, management does not expect a material impact on our results of operations or financial position.

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ENOCHIAN BIOSCIENCES, INC. (FORMERLY DANDRIT BIOTECH USA, INC.) AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 — RELATED PARTY TRANSACTIONS

Between July 1, 2016 and March 9, 2017, the Registrant entered into the 2016/2017 Notes with shareholders of the Registrant, one of whom is a former director of the Registrant (see Note 7). On October 31, 2017, the Registrant executed amendments to the 2016/2017 Notes and issued replacement notes to the current holders of such notes. The 2016/2017 Notes, as amended, were convertible into shares of Common Stock at $1.60 per share and mature on December 31, 2017. The holders of the 2016/2017 Notes have converted such notes into 150,374 shares of Common Stock (See Note 7).   

On December 29, 2017, the Registrant entered into a consulting agreement with RS Group ApS, a company owned and controlled by 2 directors for consulting services from October 1, 2017 through March 31, 2018. In consideration for the consulting services in connection with the negotiation and structuring of the acquisition of EBI , the Registrant paid RS Group ApS $367,222.  

On July 1, 2016, the Registrant entered into a consulting agreement with APE Invest AS (an entity owned by a former director of the Registrant) for consultancy.  The agreement called for a monthly payment of $20,000 with a $100,000 retainer payment due November 1, 2016.  The agreement was terminated on June 9, 2017.

On September 15, 2016, the Registrant recorded $626,487 in stock-based compensation for the grant of 900,000 Grant Warrants to employees, officers, and certain directors of the Registrant, which shall be fully vested upon grant, to purchase shares of Common Stock at $2.00 per share, and expire December 31, 2019. The Grant Warrants contain certain anti-dilution provisions applicable in the discretion of the Company.

On February 16, 2018 the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant for services related to clinical development and new business opportunities. In consideration for his services actually rendered, the Registrant shall pay $10,000 per month for 3 months. For the three months ended March 31, 2018, Carl Sandler was paid $10,000 for consulting services. This amount is included in “Consulting Expenses” in our Consolidated Statement of Operations. 

On February 16, 2018 the Registrant entered into a consulting agreement with Weird Science. In consideration for consulting services, the Registrant shall pay up to $30,000 per month.

NOTE 12 — SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. The following material subsequent events occurred:

On April 1, 2018 DanDrit Denmark amended its articles of incorporation whereby the company has been transformed into a private limited company CVR-NR 26027322 pursuant to the Danish Companies Act 2010 as amended and had its name changed to Dandrit Biotech ApS.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Enochian Biosciences, Inc. formerly DanDrit Biotech USA, Inc. (“Enochian”, or “Registrant”, and together with its subsidiaries, the “Company”, “we” or “us”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Our Business

The Company is a biopharmaceutical company focused on the development of therapies aimed at the treatment of HIV/AIDS and cancer. The Company is in the early stages of attempting to develop ENO-1001 and ENO-2001 as therapies related to HIV/AIDS. The Company is also in the early stages of attempting to develop additional compounds ENO-4001 (formerly the phase III asset “MCV”), ENO-4002, ENO-5001, and ENO-3001 as therapies for the prevention of relapse in cancer patients.

The Company has developed and patented cancer vaccines used in initial clinical trials in Europe and Asia including ENO-4001 for the treatment of cancer (one phase I/II trial in Denmark and two phase II trials in Denmark and Singapore). The Company has advanced candidate therapies, targeted initially at non-small-cell-lung-cancer (NSCLC) and colorectal cancer (sometimes referred to herein as CRC). ENO-4001 (previously known as MCV) was developed by the Company in 2001. 

Our only product is ENO-4001 and currently there is no ability to market ENO-4001.

Our clinical development strategy is to open an Investigational New Drug “IND” (The first step in the drug review process by the U.S. Food and Drug Administration) for ENO-1001 and to continue our research and development of ENO-4001 and ENO-4002 including but not limited to a randomized multicenter Phase III clinical trial to determine the ability of ENO-4001 and ENO-4002 to prevent recidivism in stage IV colorectal patients with no evidence of disease (NED) after resection of metastasis and chemotherapy. 

Recent Developments

On April 21, 2017, the Registrant engaged a consultant to improve the efficacy of the Company’s vaccine protocol ENO-4001 (previously known as MCV). The compensation to the consultant was $75,000 plus 200,000 common shares of the Company’s stock valued at $240,000.

On April 21, 2017, the Registrant engaged a consultant to improve the efficacy of the Company’s vaccine protocol ENO-4001 (previously known as MCV). The compensation to the consultant was $5,000 per month plus 100,000 warrants to purchase common shares at $1.30 per share expiring April 21, 2022 valued at $115,754.

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In July 2017, DanDrit USA executed a non-binding letter of intent for the acquisition of a biotechnology company with certain intellectual property rights in the field of HIV.

On October 9, 2017, the Board accepted the amicable resignation of Torben Bjørn Christensen as a director of the Registrant and appointed Henrik Grønfeldt-Sørensen to replace Mr. Christensen as a director.

On December 29, 2017 the Registrant entered into a consulting agreement (the “RS Consulting Agreement”) with RS Group ApS, a company owned and controlled by two directors for consulting services in connection with the negotiation and structuring of the acquisition of EBI from October 1, 2017 through March 31, 2018. In consideration for the consulting services, the Company paid RS Group ApS $367,222. At March 31, 2018 the Company had a payable to RS Group ApS of $0.

On January 12, 2018, the Registrant, Acquisition Sub, EBI and Weird Science entered into the Acquisition Agreement.

On January 18, 2018, the Company announced the appointment of Ambassador Mark R. Dybul, MD and Steven G. Deeks, MD to its Scientific Advisory Board. Ambassador Dybul will also serve as the Chairman of the Scientific Advisory Board.

On February 16, 2018, the Acquisition was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation. As consideration for the Acquisition, the stockholders of EBI received (i) 50% of the number of shares of the Common Stock issued and outstanding as of the effective time of the Acquisition, in the aggregate, after giving effect to the Acquisition, and (ii) the right to receive earn-out shares of Common Stock pro rata upon the exercise or conversion of any of the Registrant’s stock options and warrants which were outstanding at closing.

On February 16, 2018 the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant for services related to clinical development and new business opportunities. In consideration for his services actually rendered, the Registrant will pay $10,000 per month for 3 months. For the three months ended March 31, 2018, Carl Sandler was paid $10,000 for consulting services. This amount is included in “Consulting Expenses” in our Consolidated Statement of Operations.

On February 16, 2018 the Company entered into a consulting agreement with Weird Science under which Weird Science will provide services related to the development of the Company’s products for the treatment of HIV and cancer. In consideration for consulting services, the Company shall pay up to $30,000 for consulting services.

During February of 2018 the Registrant entered into director agreements with five directors. In consideration for their services as a directors, the Registrant granted options with a value of $45,000 and shall pay $45,000 per annum in cash compensation for service on the Board, and $10,000 for service as chair of a committee of the Board.

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Corporate History

Enochian was originally incorporated in Delaware on January 18, 2011 under the name “Putnam Hills Corp.” We filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission, or the SEC, on August 12, 2011.

On February 12, 2014, pursuant to the Share Exchange Agreement, the Registrant acquired 100% (including the Escrow Shares) of the issued and outstanding capital stock of DanDrit Denmark and as a result became DanDrit Denmark’s parent company. Prior to the Share Exchange, the Registrant and an existing shareholder agreed to cancel 4,400,000 out of 5,000,000 common shares of DanDrit Denmark outstanding, and the Company issued 1,440,000 shares of Common Stock for legal and consulting services related to the Share Exchange and a future public offering. At the time of the Share Exchange each outstanding share of common stock of DanDrit Denmark was exchanged for 1.498842 shares of Common Stock, for a total of 6,000,000 shares of Common Stock, resulting in 8,040,000 shares of Common Stock outstanding immediately following the Share Exchange, including the Escrow Shares, which are deemed issued and outstanding for accounting purposes.

In June 2015, the Board approved a change to the Registrant’s fiscal year end from December 31 to June 30. 

On January 12, 2018, the Registrant, Acquisition Sub, EBI and Weird Science entered into the Acquisition Agreement. On February 16, 2018, the Acquisition was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation. As consideration for the Acquisition, the stockholders of EBI received (i) 50% of the number of shares of the Common Stock issued and outstanding as of the effective time of the Acquisition, in the aggregate, after giving effect to the Acquisition, and (ii) the right to receive earn-out shares of Common Stock pro rata upon the exercise or conversion of any of the Registrant’s stock options and warrants which were outstanding at closing.

Emerging Growth Company

 As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

● Reduced disclosure about our executive compensation arrangements;

● No non-binding shareholder advisory votes on executive compensation or golden parachute arrangements;

● Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting; and

● Reduced disclosure of financial information in this prospectus, limited to two years of audited financial information and two years of selected financial information.

Each of the foregoing exemptions is currently available to us. We may take advantage of these exemptions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act, which such fifth anniversary will occur on June 30, 2019 or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large accelerated filer under the rules of the SEC, or if we issue more than $1.0 billion of non-convertible debt over a three-year-period. The JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies; provided, however, that an emerging growth company may elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have not elected to opt out of the transition period.

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Because we have elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.   

Liquidity and Capital Resources

We have historically satisfied our capital and liquidity requirements through funding from our largest shareholders, the issuance of convertible notes (which over time have been converted into shares of Common Stock) and the sale of Common Stock. At this time we believe we have sufficient liquidity to fund our operations for the foreseeable future.

As of March 31, 2018, the Company had $17,018,493 in cash and working capital of $16,159,082 as compared to $3,941,712 in cash and working capital of $1,209,462 as of June 30, 2017.

On May 15, 2017, the Company completed a private placement offering of Units, with each Unit consisting of one share of Common Stock and two warrants to purchase one share of Common Stock at a strike price of $1.30 per share for $1.30 per unit. In total, the Company issued and sold 2,700,000 shares of Common Stock and warrants to acquire 5,400,000 shares of Common Stock for total proceeds to the Company of $3,510,000.

On July 12, 2017, the Company completed a private placement offering of 1,231,561 Units, with each Unit consisting of one share of Common Stock and warrants to purchase two shares of Common Stock at a strike price of $1.30 per share for $1.30 per unit for total proceeds to the Company of $1,601,029.

On February 16, 2018, the Company completed a private placement offering of 1,677,130 shares of Common Stock at a price of $8.00 per share for total proceeds to the Company of $13,417,040.

On February 16, 2018, certain of the Registrant’s warrant holders exercised warrants to purchase 2,400,000 shares of Common Stock (including Grant Warrants to purchase 250,000 shares of Common Stock) for total proceeds to the Company of $3,295,000.

Following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities:

	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017			Nine Months Ended March 31, 2018			Nine Months Ended March 31, 2017
Net Cash (Used by) Operating Activities		(1,732,079	)		(27,669	)	$	(2,726,654	)	$	(678,508
Net Cash (Used by) Investing Activities		4,783,833			-			(278,732	)		-
Net Cash Provided by Financing Activities		11,900,275			52,470		$	16,712,715		$	413,670
(Gain) Loss on Currency Translation		(239,665	)		(109,007	)		(630,548	)		275,169
Net Increase (Decrease) in Cash and Cash Equivalents		14,712,364			(84,206	)	$	13,076,781		$	10,331

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 Results of Operations for the three months ended March 31, 2018 compared to the three months ended March 31, 2017

The following table sets forth our revenues, expenses and net income for the three months ended March 31, 2018 and March 31, 2017. The financial information below is derived from our unaudited condensed consolidated financial statements.

	For the Three Months Ended
	March 31,
	2018			2017
Revenues	$	-		$	-
Cost of Goods Sold		-			-
Gross profit (Loss)		-			-
Operating Expenses
General and Administrative Expenses		1,874,609			168,503
Non-Cash Compensation and Stock Based Compensation Expense		105,000			-
Research and Development Expenses		137,916			16,290
Depreciation and Amortization		761,250			3,498
Consulting Expenses		359, 783			162,739
Total Operating Expense		3,238,558			351,030
(LOSS) FROM OPERATIONS		(3,238,558	)		(351,030	)
Other Income (Expense)
Interest (Expense)					(2,217	)
Interest (Expense) – Related Party		1,183			(3,818	)
Gain (Loss) on Currency Transactions		183,511			96,816
Other Income, Forgiveness of Debt		87,817			-
Interest and Other Income		1,153			-
Total Other Income (Expense)		273,664			90,781
(Loss) Before Income Taxes		(2,964,894	)		(260,249	)
Income Tax Expense (Benefit)		(4,729	)		(14,078	)
NET (LOSS)	$	(2,960,165	)	$	(246,171	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.12	)	$	(0.03	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		24,790,153			9,533,290

Revenues

Revenues from operations for the three months ended March 31, 2018, and March 31, 2017 were $0 and $0, respectively.

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Cost of Goods Sold

Our cost of goods sold was $0 and $0 during the three months ended March 31, 2018, and March 31, 2017, respectively.

Gross profit (Loss)

Gross profit for the three months ended March 31, 2018, and March 31, 2017 was $0 and $0, respectively.

Expenses

Our operating expenses for the three months ended March 31, 2018, and March 31, 2017 were $3,238,558 and $351,030, respectively, representing an increase of $2,887,528, or approximately 823%. The largest contributors to the increase in operating expenses were the increase in general and administrative expenses and depreciation and amortization.

 General and administrative expenses for the three months ended March 31, 2018, and March 31, 2017 were $1,874,609 and $168,503, respectively, representing an increase of $1,706,106, or approximately 1,013%. The increase in general and administrative expenses is primarily due to $ 1,554,932 in costs related to the Acquisition of EBI.

Research and development expenses for the three months ended March 31, 2018, and March 31, 2017 were $137,916 and $16,290, respectively, representing an increase of $121,626 or approximately 747%. The increase in research and development expenses is attributable to expenditures related to the development of and studies for ENO-1001 and ENO-4001.

Depreciation and amortization expenses for the three months ended March 31, 2018, and March 31, 2017 were $761,250 and $3,498, respectively, representing an increase of $757,752 or approximately 21,762%. The increase in depreciation and amortization expenses is related to the amortization of intellectual property rights acquired in the Acquisition of EBI.

Consulting expenses for the three months ended March 31, 2018, and March 31, 2017 were $359,783 and $162,739, respectively, representing an increase of $197,044 or 121%. The increase in consulting expenses is primarily due to the consulting services in connection with the negotiation and structuring of the acquisition of EBI, provided under the RS Consulting Agreement.

Other income (expense) net for the three months ended March 31, 2018, and March 31, 2017 was $273,664 and $90,781, respectively representing an increase of $182,883 or approximately 201%. The increase in other income is due to and gains on currency transactions and interest on related party loans.

Net Loss

Net loss for the three months ended March 31, 2018 was $(2,960,165) or $(0.12) per share compared to a net loss of $(246,171) or $(0.03) per share for the three months ended March 31, 2017 representing an increase in loss of $2,713,994 or approximately 1102%. The net increase in loss was primarily due to the increase in the general and administrative expense and depreciation and amortization related to the Acquisition of EBI.

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Results of Operations for the nine months ended March 31, 2018 compared to the nine months ended March 31, 2017

The following table sets forth our revenues, expenses and net income for the nine months ended March 31, 2018, and March 31, 2017. The financial information below is derived from our unaudited condensed consolidated financial statements.

	For the Nine Months Ended
	March 31,
	2018			2017
Revenues	$	-		$	-
Cost of Goods Sold		-			-
Gross profit (Loss)		-			-
Operating Expenses
General and Administrative Expenses		2,831,556			722,051
Non-Cash Compensation and Stock Based Compensation Expense		217,837			626,487
Research and Development Expenses		511,537			47,181
Depreciation and Amortization		769,150			10,869
Consulting Expenses		815,881			345,518
Total Operating Expense		5,145,961			1,752,106
(LOSS) FROM OPERATIONS		(5,145,961	)		(1,752,106	)
Other Income (Expense)
Interest (Expense)		-			(5,430	)
Interest (Expense) – Related Party		(12,060	)		(11,019	)
Gain (Loss) on Currency Transactions		779,943			(256,801	)
Other Income, Forgiveness of Debt		87,817			-
Interest and Other Income		16,081			-
Total Other Income (Expense)		871,781			(273,250	)
(Loss) Before Income Taxes		(4,274,180	)		(2,025,356	)
Income Tax Expense (Benefit)		(11,301	)		(67,400	)
NET (LOSS)	$	(4,262,879	)	$	(1,957,956	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.25	)	$	(0.21	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		17,303,255			9,533,290

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Revenues

Revenues from operations for the nine months ended March 31, 2018, and March 31, 2017 were $0 and $0, respectively.

Cost of Goods Sold

Our cost of goods sold was $0 and $0 during the nine months ended March 31, 2018, and March 31, 2017, respectively.

Gross profit (Loss)

Gross profit for the nine months ended March 31, 2018, and March 31, 2017 was $0 and $0, respectively.

Expenses

Our operating expenses for the nine months ended March 31, 2018 totaled $5,145,961, representing an increase of $3,393,855 or approximately 194% compared to $1,752,106 for the nine months ended March 31, 2017. The largest contributor to the increase in operating expenses was the increase in general and administrative expenses.

General and administrative expenses for the nine months ended March 31, 2018 totaled $2,831,556, representing an increase of $2,109,505, or approximately 292% compared to $722,051 for the nine months ended March 31, 2017. General and administrative expenses include audit and legal fees, office rental, insurance, patent fees, salaries and travel expenses. The increase in general and administrative expenses is primarily due to $2,025,001 in costs related to the Acquisition of EBI and fundraising activities.

Research and Development expenses for the nine months ended March 31, 2018 and March 31, 2017 were $511,537 and $47,181 respectively, representing an increase of $464,356 or 984%. The research and development expenses are attributable to the development of and studies for ENO-1001 and ENO-4001.

Depreciation and amortization expenses for the nine months ended March 31, 2018 and March 31, 2017 were $769,150 and $10,869, respectively, related to the amortization of patents and definite life intangible assets.

Consulting expenses for the nine months ended March 31, 2018 and March 31, 2017 were $815,881 and $345,518, respectively, representing an increase of $470,363, or 136%. The expenses in 2018 were primarily for medical consultancy services and $367,222 under the RS Consulting Agreement.

Other income (expense) net for the nine months ended March 31, 2018 and March 31, 2017 was $871,781 and $(273,250), respectively representing an increase of 1,145,031 or 419%. Other expense is associated with interest on related party loans and gain/(losses) on currency transactions.

Net Loss

Net loss for the nine months ended March 31, 2018 was $(4,262,879) or $(0.25) per share compared to a net loss of $(1,957,956) or $(0.21) per share for the nine months ended March 31, 2017, representing an increase in loss of $(2,304,923) or 118%. The net increase was primarily due to the increase in the legal fees related to the Acquisition of EBI and the forgiveness of the EBI Note.

Cash Flows

Cash used by operating activities for the nine months ended March 31, 2018 was $2,726,654, representing an increase of $2,048,146 or approximately 302% compared to cash used by operating activities of $678,508 for the nine months ended March 31, 2017. The net cash used by operating activities was primarily due to fund raising efforts of the Company and the operations of DanDrit Denmark.

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Assets

Total assets as of March 31, 2018 were $144,264,391 compared to $4,522,152 as of June 30, 2017. Total current liabilities decreased to $906,066 as of March 31, 2018 compared to $2,989,418 as of June 30, 2017. The increases in total assets and decrease in total current liabilities were primarily due additional capital fund raising efforts and the Merger.

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Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Emerging Growth Company

As an “emerging growth company” under the JOBS Act, the Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Significant Accounting Policies and Critical Accounting Estimates

The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are not choosing to “opt out” of this provision. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. As a result of our election, not to “opt out” of Section 107, our financial statements may not be comparable to companies that comply with public company effective dates.

For a full explanation of our accounting policies, see Note 1 to the financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls and procedures for the Company.  The Certifying Officers have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this Report was prepared.

The Certifying Officers are responsible for establishing and maintaining adequate internal control over financial reporting for the Company used the “Internal Control over Financial Reporting Integrated Framework” issued by Committee of Sponsoring Organizations (“COSO”) to conduct an extensive review of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act, Rules 13a-15(e) and 15-d-15(e)) as of the end of each of the periods covered by this Report (the “Evaluation Date”).  Based upon that evaluation, the Certifying Officers concluded that, as of March 31, 2018, our disclosure controls and procedures were not effective in ensuring that the information we were required to disclose in reports that we file or submit under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The deficiencies are attributed to the fact that the Company does not have adequate resources to address complex accounting issues, as well as an inadequate number of persons to whom it can segregate accounting tasks within the Company so as to ensure the segregation of duties between those persons who approve and issue payment from those persons who are responsible to record and reconcile such transactions within the Company’s accounting system.  These control deficiencies will be monitored and attention will be given to the matter as we continue to accelerate through our current growth stage.

34

The Certifying Officers based their conclusion on the fact that the Company has identified material weaknesses in controls over financial reporting, detailed below.  In order to reduce the impact of these weaknesses to an acceptable level, the Company has contracted with consultants with expertise in U.S. GAAP and SEC financial reporting standards to review and compile all financial information prior to filing that information with the SEC.  However, even with the added expertise of these consultants, we still expect to be deficient in our internal controls over disclosure and procedures until sufficient capital is available to hire the appropriate internal accounting staff and individuals with requisite GAAP and SEC financial reporting knowledge.  There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the nine months ended March 31, 2018 that have materially affected or are reasonably likely to materially affect our internal controls.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company or any of its subsidiaries, is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

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Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.	Description
3.1*	Certificate of Incorporation, as amended
3.2	Bylaws (1)
4.1	Form of Common Stock Certificate (2)
4.2	Form of Warrant (3)
4.3	Form of Grant Warrant (4)
10.1	Form of US Subscription Agreement (5)
10.2	Form of Non-US Subscription Agreement (5)
10.4	Form of License Agreement (6)
10.5	Form of Investor Rights Agreement (6)
10.6	Form of Standstill Lock-Up Agreement (6)
10.7	Agreement and Plan of Merger, January 12, 2018 (6)
10.8*	Consulting Agreement with Weird Science
10.9*	Consulting Agreement with Carl Sandler
10.10*	Sublease Agreement
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
32.1**	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
32.2**	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

37

*	Filed herewith.
**	Furnished herewith.
(1)	Filed as an exhibit to the Company’s Form 10 filed with the SEC on August 12, 2011 and incorporated herein by reference.
(2)	Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on May 16, 2014, and incorporated herein by this reference.
(3)	Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on May 1, 2017, and incorporated herein by this reference.
(4)	Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 9, 2018 and incorporated herein by reference.
(5)	Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2018 and incorporated herein by reference.
(6)	Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2018 and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 15, 2018	ENOCHIAN BIOSCIENCES, INC.
	By:	/s/ Eric Leire
		Eric Leire
		Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Robert Wolfe
		Robert Wolfe
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

39

EX-31.1

Exhibit 31.1

 OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302

I, Eric Leire, certify that:

1.             I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2018 of Enochian Biosciences, Inc.;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)             Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)             Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)             Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)             Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)             All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)             Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2018	By:	/s/ Eric Leire
	Name:	Eric Leire
	Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302

I, Robert Wolfe, certify that:

1.             I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2018 of Enochian Biosciences, Inc.;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)             Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)             Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)             Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)             Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)             All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)             Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2018	By:	/s/ Robert Wolfe
	Name:	Robert Wolfe
	Title:	Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Enochian Biosciences, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2018 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 15, 2018	By:	/s/ Eric Leire
	Name:	Eric Leire
	Title:	Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Enochian Biosciences, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2018 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 15, 2018	By:	/s/ Robert Wolfe
	Name:	Robert Wolfe
	Title:	Chief Financial Officer (Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

EX-3.1

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-10.8

Exhibit 10.8

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into effective as of February 16, 2018 (the “Effective Date”), by and among Dandrit Biotech USA, Inc. (the “Company”), its wholly owned subsidiary, Enochian Biopharma, Inc. (“Enochian”) and Weird Science LLC, a California limited liability company (the “Consultant”).

WHEREAS, on the Effective Date, the parties desire to enter into this Agreement pursuant to which the Consultant will provide the Consulting Services (as defined herein).

NOW, THEREFORE, in consideration of the mutual promises, covenants and promises contained herein, and intending to be legally bound hereby, the Company and the Consultant do hereby agree and covenant as follows:

1.            Consulting Services. The Consultant shall provide the Company and Enochian with the services described on Schedule A attached hereto (the “Consulting Services”).

2.            Payment; Reimbursements.

(a)          Consultant shall be compensated according to the “Schedule of Compensation” set forth on Schedule B attached hereto.

(b)          All normal and customary business expenses incurred by the Consultant under this Agreement shall be paid by the Consultant, and reimbursed by the Company or paid by the Company upon the request of the Consultant; provided, however, that the Consultant shall not receive reimbursements for business expenses in excess of $50.00 without prior written approval of the Company.

3.            Independent Contractor Relationship. All services rendered hereunder by the Consultant shall be as an independent contractor. Any persons employed by the Consultant shall be deemed conclusively as employees of the Consultant, and they shall at all times be under the Consultant’s direction and control, and they shall be bound to the same terms as Consultant under this Agreement and under that certain Non-Disclosure and Confidentiality Agreement between the Company and Consultant dated of even date herewith (the “Non-Disclosure and Confidentiality Agreement”). The Consultant shall have the full power, authority, and discretion to select the means, manner, and method of performing the services hereunder without detail, control or direction from the Company or its officers or directors. Neither the Consultant, nor its manager, members or any individual employed by the Consultant shall be considered employees of the Company or Enochian for any purposes and they shall not be entitled to participate in any employee benefit plans sponsored or maintained by the Company.

4.            Term; Termination; Future Services.

(a)          The Consultant shall commence providing services on the Effective Date, and shall continue to do so until the date this Agreement is terminated in accordance with Section 4(b) below (the “Termination Date”).

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(b)          This Agreement is terminable at any time by either party upon three (3) months prior written notice to the other party, effective as of the date set forth in such notice; provided that Company may terminate Consultant immediately for “cause”, which shall mean any manager, member or employee of Consultant’s (i) indictment for, conviction of or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (ii) violation of any an order, sentence, plea or settlement agreement or adjudication (each, an “Order”) of a court competent jurisdiction, including such Orders existing as of the Effective Date; (iii) breach of any obligations of confidentiality provided herein or any unauthorized disclosure of any Company trade secrets or other confidential information; (iv) performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the Company’s property; or (v) material breach of this Agreement or any other material agreement with the Company or a material violation of the Company’s code of conduct or other written policy; provided further that any “cause” shall only apply to an occurrence after the Effective Date. Sections 3, 7, 8, 9, 10, 11, 13 and 15 shall survive termination of this Agreement for any reason. For purposes of this Agreement, email notification shall be deemed to be written notice.

(c)          For the avoidance of doubt, any services performed by the Consultant for the Company or Enochian following the Termination Date shall not be deemed as Consulting Services governed by this Agreement.

5.            Consultant Responsible for Taxes. The Consultant agrees to accept exclusive liability for the payment of taxes due on any amounts paid under this Agreement.

6.            Non-Disclosure and Confidentiality Agreement. The Consultant agrees to continue to be bound by the Non-Disclosure and Confidentiality Agreement.

7.            Ownership.

(a)          All information, technology, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which are conceived, made, developed, discovered, or acquired and/or reduced to practice by Consultant, solely or in combination with others, or which are disclosed or made known to Consultant, individually or in combination with others, during the Term and which are related to the Company’s and/or Enochian’s business, technology, intellectual property, products, processes, procedures and/ or services, and/or that Consultant has been or may be directed to undertake, investigate or experiment with by or for the Company and/or Enochian and/or that Consultant has or may become associated with in work, investigation or experimentation by or for the Company and/or Enochian in performing the services under this Agreement or in contemplation hereof (including all such information relating to corporate opportunities, research, development, marketing, processing, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of clients or customers or their requirements, the identity of key contacts within the client or customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) (collectively, “Inventions”) are and shall be the sole and exclusive property of the Company and/or Enochian, as limited to HIV as set forth in Section 7(g). Moreover, all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any of such Inventions, information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company and/or Enochian, as limited to HIV as set forth in Section 7(g). Consultant also agrees to assign (or cause to be assigned) and hereby assigns fully to the Company and/or Enochian all Inventions and any copyright, patent, trade secret, and mask work rights and/or other intellectual property rights relating to all Inventions.

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(b)          In particular, Consultant hereby specifically assigns and transfers to the Company and/or Enochian all of Consultant’s worldwide right, title and interest in and to all such Inventions, information, ideas, concepts, improvements, discoveries and/or inventions, and any United States or foreign applications for patents, inventor’s certificates or other industrial rights that may be filed thereon, and applications for protection and/or registration of Inventions, such names and/or marks. During the Term and thereafter, Consultant shall assist the Company and/or Enochian and their nominees at all times in the protection of such Inventions, information, ideas, concepts, improvements, and/or discoveries or inventions, both in the United States and all foreign countries, including the execution of all lawful oaths, applications, specifications and all assignment documents and other instruments requested by the Company and/or Enochian or their nominees in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, and any other document application for the protection and/or registration of such Inventions, names and/or mark, including the disclosure to the Company and/or Enochian of all pertinent information and data with respect to all Inventions that the Company and/or Enochian may deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company and/or Enochian, their successors, assigns and nominees the sole and exclusive right, title and interest in and to all Inventions, and any copyright, patent, trade secret, and/or mask work rights or other intellectual property rights relating to all Inventions. Consultant also agrees that Consultant’s obligation to execute or cause to be executed any such instrument or papers shall continue after the termination of this Agreement.

(c)          Moreover, if during the Term, Consultant creates any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as reports, videotapes, written presentations, computer programs, drawings, maps, architectural renditions, models, manuals, brochures or the like) related to the Company’s and/or Enochian’s business, technology, intellectual property, products, processes or services, as limited to HIV as set forth in Section 7(g), whether such work is created solely by Consultant or jointly with others, the Company and/or Enochian shall be deemed the co-author of such work if the work is prepared by Consultant in the scope of the Consulting Services hereunder; or, if the work is not prepared by Consultant within the scope of the Consulting Services hereunder but is specially ordered by the Company and/or Enochian as a contribution to a collective work, as a part of any written or audiovisual work, as a translation, as a supplementary work, as a compilation or as an instructional text, then the work shall be considered to be work made for hire and the Company and/or Enochian shall be the co-author of the work. Both during the Term and thereafter, Consultant shall assist the Company and/or Enochian and their nominees, at any time, in the protection of the Company’s and/or Enochian’s worldwide right, title and interest in and to the work and all rights of copyright therein, including the execution of all formal assignment documents requested by the Company and/or Enochian or their nominees and the execution of all lawful oaths and applications for registration of copyright in the United States and foreign countries; provided, however, that Consultant shall be compensated by the Company and/or Enochian at a reasonable hourly rate for assistance given after the end of the Term.

3

(d)          Return of Company Property. Upon the termination of this Agreement for any reason (or at any time prior thereto at the Company’s and/or Enochian’s request), Consultant shall return all property belonging to the Company and/or Enochian or their Affiliates (including any Company and/or Enochian and/or Affiliate-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or materials, information, documents or property, in any form, belonging to the Company and/or Enochian and/or an Affiliate).

(e)           Pre-Existing Materials. Subject to Section 8(a), Consultant agrees that if, in the course of performing the Consulting Services, Consultant incorporates into any Invention developed under this Agreement any pre-existing invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest, (i) Consultant will inform Company and/or Enochian, in writing while incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention and (ii) the Company and/or Enochian and Consultant shall enter into a nonexclusive, perpetual, irrevocable, worldwide license to the Company and/or Enochian to make, have made, modify, use and sell such item as part of or in connection with such Invention on terms, including the payment to Consultant of appropriate royalties, which are mutually agreeable by both parties. Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s and/or Enochian’s prior written permission.

(f)          Attorney-in-Fact. Consultant agrees that, if the Company or Enochian is unable because of Consultant’s unavailability, mental or physical incapacity, or for any other reason, to secure Consultant’s signature for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company or Enochian in Section 8(a), then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and on Consultant’s behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant.

(g)           Inventions limited to HIV Modalities. The Parties acknowledge that the Inventions and the intellectual property otherwise referred to herein in this Agreement relate only to the intellectual property controlled by Enochian, namely as applied to the area of HIV research and HIV intellectual property. This Agreement does not otherwise restrict Consultant from researching, developing, inventing or otherwise pursuing related technology and intellectual property that pertains to other modalities other than HIV, and Consultant shall have no obligation to Enochian or any other party hereto for inventions relating to such other modalities. In accordance with the foregoing, Enochian is entering into that certain License Agreement of equal date hereof, and upon which the Consultant is relying as inducement for entering into this Agreement. Nothing contained herein is intended to expand Enochian’s rights as set forth in the License Agreement, nor to in any way expand the “Field” described therein, and Enochian shall not obtain any other rights hereunder greater than its rights within the Field under the License Agreement. During the term of this Agreement, Enochian will grant the Consultant the nonexclusive, royalty-free, personal right to assign to any of its members who are medical doctors the right to use the intellectual property controlled by Enochian relating to HIV treatment in humans solely to treat patients in the personal practice of medicine by such members (the “Right to Use”).

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8.           Non-Solicitation. The Consultant agrees that during the term of this Agreement and for a period of one year after the Termination Date, the Consultant will not encourage or solicit any employee or consultant of the Company or Enochian to leave the Company or Enochian for any reason.

9.           Arbitration, Choice of Law. This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws. In the event of a dispute, the parties agree to arbitrate all claims related to this Agreement before a single arbitrator in Los Angeles County, California under the Rules of the American Arbitration Association.

10.          Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end, the provisions of this Agreement are declared to be severable.

11.          Advice of Counsel. In entering into this Agreement, the parties recognize that this Agreement is a legally binding contract and acknowledge and agree that each party has had the opportunity to consult with legal counsel of its choice.

12.          Entire Agreement. This Agreement, the License Agreement, and the Non-Disclosure and Confidentiality Agreement, together with all schedules and Exhibits made a part hereof and thereof constitute and contain the entire agreement and final understanding between the parties covering the services to be provided by the Consultant. It is intended by the parties as a complete and exclusive statement of the terms of their agreement, and they supersede all prior negotiations and agreements, proposed or otherwise, whether written or oral, between the parties concerning Consulting Services. Any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against either party. This Agreement may be modified only with a written instrument duly executed by each of the parties. No person has any authority to make any representation or promise on behalf of any of the parties not set forth herein and this Agreement has not been executed in reliance upon any representations or promises except those contained herein.

13.          No Assignment. The Consultant shall not assign either in whole or in part any of the Consultant’s duties or responsibilities hereunder without the written consent of the Company, and any attempt of assignment transfer or delegation without such consent shall be void.

14.          Written Reports. The Consultant, when directed, shall provide written reports to Company’s Chief Executive Officer with respect to the services rendered hereunder.

15.          Headings. Headings are used only for ease of reference and are not controlling.

5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

DANDRIT BIOTECH USA, INC.:

By	/s/ Eric Leire
Name: Dr. Eric Leire
Title: Chief Executive Officer

Notice Address:

Stumpedyssevej 17

2970 Hørsholm, Denmark

Email:       epl@dandrit.com

With a copy to:    
clayton.parker@klgates.com

ENOCHIAN BIOPHARMA, INC.:

By	/s/ Eric Leire
Name: Dr. Eric Leire
Title: Chief Executive Officer

Stumpedyssevej 17

2970 Hørsholm, Denmark

Email:        epl@dandrit.com

With a copy to:    
clayton.parker@klgates.com

CONSULTANT:

/s/ Carl Sandler

Name: Carl Sandler

Title: Manager

Notice Address:

330 East 33rd Street, 3A

New York, NY 10016

Email:       carlforest@gmail.com

With a copy to:
andersonwittekind@gmail.com

SIGNATURE PAGE TO CONSULTING AGREEMENT

EX-10.9

Exhibit 10.9

EXECUTION VERSION

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2018 (the “Effective Date”), by and among Dandrit Biotech USA, Inc. (the “Company”), its wholly owned subsidiary, Enochian Biopharma, Inc. (“Enochian) and Carl Sandler, an individual (the “Consultant”).

WHEREAS, on the Effective Date, the parties desire to enter into this Agreement pursuant to which the Consultant will provide the Consulting Services (as defined herein).

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and intending to be legally bound hereby, the Company and the Consultant do hereby agree and covenant as follows:

1.            Consulting Services. The Consultant shall provide the Company and Enochian with the services described on Schedule A attached hereto (the “Consulting Services”).

2.            Payment; Reimbursements.

(a)          Consultant shall be compensated $10,000 monthly, in accordance with the Company’s then current payroll practices.

(b)          All normal and customary business expenses incurred by the Consultant under this Agreement shall be paid by the Consultant, and reimbursed by the Company or paid by the Company upon the request of the Consultant; provided, however, that the Consultant shall not receive reimbursements for business expenses in excess of $50.00 without prior written approval of the Company.

3.            Independent Contractor Relationship. All services rendered hereunder by the Consultant shall as an independent contractor. Any persons employed by the Consultant shall be deemed conclusively as employees of the Consultant, and they shall at all times be under the Consultant’s direction and control, and they shall be bound to the same terms as Consultant under this Agreement and under that certain Non-Disclosure and Confidentiality Agreement between the Company and Consultant of even date herewith (the “Non-Disclosure and Confidentiality Agreement”).¹ The Consultant shall have the full power, authority, and discretion to select the means, manner, and method of performing the services hereunder without detail, control or direction from the Company or its officers or directors. Neither the Consultant nor any individuals employed by the Consultant shall be considered employees of the Company or Enochian for any purposes and they shall not be entitled to participate in any employee benefit plans sponsored or maintained by the Company.

¹ NTD: DanDrit to provide requested form of NDA.

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4.            Term; Termination; Future Services.

(a)          The Consultant shall commence providing services on the Effective Date and shall continue to do so for six (6) months, or earlier in the event this Agreement is terminated in accordance with Section 4(b) below (the “Termination Date”).

(b)          This Agreement is terminable at any time by either party upon one (1) month prior written notice to the other party, effective as of the date set forth in such notice; provided that Company may terminate Consultant immediately for cause, which shall mean Consultant’s (i) indictment for, conviction of or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (ii) breach of any obligations of confidentiality provided herein or any unauthorized disclosure of any Company trade secrets or other confidential information; (iii) performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the Company’s property; or (iv) material breach of this Agreement or any other material agreement with the Company or a material violation of the Company’s code of conduct or other written policy; provided further that, Sections 3, 7, 8, 9, 10, 11, 13 and 15 shall survive termination of this Agreement for any reason. For purposes of this Agreement, email notification shall be deemed to be written notice.

(c)          For the avoidance of doubt, any services performed by the Consultant for the Company or Enochian following the Termination Date shall not be deemed as Consulting Services governed by this Agreement.

5.            Conflict of Interest. During the term of this Agreement, the Consultant must promptly disclose in writing to the Company any actual or potential conflict that the Consultant may have in performing the Consulting Services hereunder; provided, however, that it is acknowledged and understood by the parties that following the Effective Date the Consultant will continue to hold an equity interest in, be a Manager of and perform certain services for Weird Science LLC.

6.            Consultant Responsible for Taxes. The Consultant agrees to accept exclusive liability for the payment of taxes due on any amounts paid under this Agreement.

7.            Non-Disclosure and Confidentiality Agreement. The Consultant agrees to continue to be bound by the Non-Disclosure and Confidentiality Agreement.

8.            Ownership.

(a)          All information, technology, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which are conceived, made, developed, discovered, or acquired and/or reduced to practice by Consultant, solely or in combination with others, or which are disclosed or made known to Consultant, individually or in combination with others, during the Term and which are related to the Company’s and/or Enochian’s business, technology, intellectual property, products, processes, procedures and/ or services, and/or that Consultant has been or may be directed to undertake, investigate or experiment with by or for the Company and/or Enochian and/or that Consultant has or may become associated with in work, investigation or experimentation by or for the Company and/or Enochian in performing the services under this Agreement or in contemplation hereof (including all such information relating to corporate opportunities, research, development, marketing, processing, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of clients or customers or their requirements, the identity of key contacts within the client or customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) (collectively, “Inventions”) are and shall be the sole and exclusive property of the Company and/or Enochian as limited to HIV as set forth in Section 8(g). Moreover, all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any of such Inventions, information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company and/or Enochian as limited to HIV as set forth in Section 8(g). Consultant also agrees to assign (or cause to be assigned) and hereby assigns fully to the Company and/or Enochian all Inventions and any copyright, patent, trade secret, and mask work rights and/or other intellectual property rights relating to all Inventions.

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(b)          In particular, Consultant hereby specifically assigns and transfers to the Company and/or Enochian all of Consultant’s worldwide right, title and interest in and to all such Inventions, information, ideas, concepts, improvements, discoveries and/or inventions, and any United States or foreign applications for patents, inventor’s certificates or other industrial rights that may be filed thereon, and applications for protection and/or registration of Inventions, such names and/or marks. During the Term and thereafter, Consultant shall assist the Company and/or Enochian and their nominees at all times in the protection of such Inventions, information, ideas, concepts, improvements, and/or discoveries or inventions, both in the United States and all foreign countries, including the execution of all lawful oaths, applications, specifications and all assignment documents and other instruments requested by the Company and/or Enochian or their nominees in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, and any other document application for the protection and/or registration of such Inventions, names and/or marks, including the disclosure to the Company and/or Enochian of all pertinent information and data with respect to all Inventions that the Company and/or Enochian may deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company and/or Enochian, their successors, assigns and nominees the sole and exclusive right, title and interest in and to all Inventions, and any copyright, patent, trade secret, and/or mask work rights or other intellectual property rights relating to all Inventions. Consultant also agrees that Consultant’s obligation to execute or cause to be executed any such instrument or papers shall continue after the termination of this Agreement.

(c)          Moreover, if during the Term, Consultant creates any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as reports, videotapes, written presentations, computer programs, drawings, maps, architectural renditions, models, manuals, brochures or the like) related to the Company’s and/or Enochian’s business, technology, intellectual property, products, processes or services, as limited to HIV as set forth in Section 8(g), whether such work is created solely by Consultant or jointly with others, the Company and/or Enochian shall be deemed the co-author of such work if the work is prepared by Consultant in the scope of the Consulting Services hereunder; or, if the work is not prepared by Consultant within the scope of the Consulting Services hereunder but is specially ordered by the Company and/or Enochian as a contribution to a collective work, as a part of any written or audiovisual work, as a translation, as a supplementary work, as a compilation or as an instructional text, then the work shall be considered to be work made for hire and the Company and/or Enochian shall be the co-author of the work. Both during the Term and thereafter, Consultant shall assist the Company and/or Enochian and their nominees, at any time, in the protection of the Company’s and/or Enochian’s worldwide right, title and interest in and to the work and all rights of copyright therein, including the execution of all formal assignment documents requested by the Company and/or Enochian or their nominees and the execution of all lawful oaths and applications for registration of copyright in the United States and foreign countries; provided, however, that Consultant shall be compensated by the Company and/or Enochian at a reasonable hourly rate for assistance given after the end of the Term.

3

(d)          Return of Company Property. Upon the termination of this Agreement for any reason (or at any time prior thereto at the Company’s and/or Enochian’s request), Consultant shall return all property belonging to the Company and/or Enochian or their Affiliates (including any the Company and/or Enochian and/or Affiliate-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or materials, information, documents or property, in any form, belonging to the Company and/or Enochian and/or an Affiliate).

(e)          Pre-Existing Materials. Subject to Section 8(a), Consultant agrees that if, in the course of performing the Consulting Services, Consultant incorporates into any Invention developed under this Agreement any pre-existing invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest, (i) Consultant will inform Company and/or Enochian, in writing while incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention and (ii) the Company and/or Enochian and Consultant shall enter into a nonexclusive, perpetual, irrevocable, worldwide license to the Company and/or Enochian to make, have made, modify, use and sell such item as part of or in connection with such Invention on terms, including the payment to Consultant of appropriate royalties, which are mutually agreeable by both parties. Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s and/or Enochian’s prior written permission.

(f)           Attorney-in-Fact. Consultant agrees that, if the Company or Enochian is unable because of Consultant’s unavailability, mental or physical incapacity, or for any other reason, to secure Consultant’s signature for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company or Enochian in Section 8(a), then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and on Consultant’s behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant.

(g)          Inventions limited as to HIV Modalities. The Parties acknowledge that the Inventions and the intellectual property otherwise referred to herein in this Agreement relate to the intellectual property controlled by Enochian, namely as applied to the area of HIV research and HIV intellectual property. This Agreement does not otherwise restrict Consultant from researching, developing, inventing, or otherwise pursuing related technology and intellectual property that pertains to other modalities other than HIV, and Consultant shall have no obligation to Enochian or any other party hereto for inventions relating to such other modalities. In accordance with the foregoing, Enochian is entering into that certain License Agreement of equal date hereof, and upon which the Consultant is relying as inducement for entering into this Agreement.

4

9.            Non-Solicitation. The Consultant agrees that during the term of this Agreement and for a period of one year after the Termination Date, the Consultant will not encourage or solicit any employee or consultant of the Company or Enochian to leave the Company or Enochian for any reason.

10.          Arbitration, Choice of Law. This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws. In the event of a dispute, the parties agree to arbitrate all claims related to this Agreement before a single arbitrator in Miami-Dade County, Florida under the Rules of the American Arbitration Association.

11.          Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end, the provisions of this Agreement are declared to be severable.

12.          Advice of Counsel. In entering into this Agreement, the parties recognize that this Agreement is a legally binding contract and acknowledge and agree that each party has had the opportunity to consult with legal counsel of its choice.

13.          Entire Agreement. This Agreement, the License Agreement, and the Non-Disclosure and Confidentiality Agreement, together with all schedules and Exhibits made a part hereof and thereof constitute and contain the entire agreement and final understanding between the parties covering the services to be provided by the Consultant. It is intended by the parties as a complete and exclusive statement of the terms of their agreement, and they supersede all prior negotiations and agreements, proposed or otherwise, whether written or oral, between the parties concerning Consulting Services and the Milestones. Any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against either party. This Agreement may be modified only with a written instrument duly executed by each of the parties. No person has any authority to make any representation or promise on behalf of any of the parties not set forth herein and this Agreement has not been executed in reliance upon any representations or promises except those contained herein.

14.          No Assignment. The Consultant shall not assign either in whole or in part any of the Consultant’s duties or responsibilities hereunder without the written consent of the Company, and any attempt of assignment transfer or delegation without such consent shall be void.

15.          Written Reports. The Consultant, when directed, shall provide written reports to Company’s Chief Executive Officer with respect to the Consulting Services rendered hereunder.

5

16.          Headings. Headings are used only for ease of reference and are not controlling.

6

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

DANDRIT BIOTECH USA, INC.:

By	/s/ Eric Leire
Name: Dr. Eric Leire
Title: Chief Executive Officer

Notice Address:

Stumpedyssevej 17

2970 Hørsholm, Denmark

Email:       epl@dandrit.com

With a copy to:     
clayton.parker@klgates.com

ENOCHIAN BIOPHARMA, INC.:

By	/s/ Eric Leire
Name:
Title:

Notice Address:

5901 W. Olympic Blvd., Suite 419

Los Angeles, CA 90036

Email:

With a copy to:

CONSULTANT:

/s/ Carl Sandler

Carl Sandler

Notice Address:

330 East 33^rd Street, 3A

New York, NY 10016

Email:   carlforest@gmail.com

With a copy to:

Signature Page to the Consulting Agreement

EX-10.10

Exhibit 10.10

 

 

 

 

 

XML

Document and Entity Information - shares	9 Months Ended
	Mar. 31, 2018	May 15, 2018
Document And Entity Information
Entity Registrant Name	Enochian Biosciences Inc
Entity Central Index Key	0001527728
Document Type	10-Q
Trading Symbol	ENOB
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		36,163,924
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2018	Jun. 30, 2017
CURRENT ASSETS:
Cash	$ 17,018,493	$ 3,941,712
Other Receivables	31,270	223,777
Prepaid Expenses	15,385	33,391
Total Current Assets	17,065,148	4,198,880
PROPERTY AND EQUIPMENT
Property and Equipment	275,414	226,381
Accumulated Depreciation	(246,515)	(226,381)
PROPERTY AND EQUIPMENT, Net Accumulated Depreciation	28,899
OTHER ASSETS
Definite Life Intangible Assets, Net	127,137,725	124,393
Deposits	32,619	2,739
Loan Receivable		196,140
Total Other Assets	127,170,344	323,272
TOTAL ASSETS	144,264,391	4,522,152
CURRENT LIABILITIES:
Advances for the Purchase of Common Stock		1,600,354
Notes Payable - Related Party, current portion		87,817
Notes Payable - Related Party	663,576	434,973
Accounts Payable-Trade	235,000	235,000
Convertible Notes Payable - Related Party		401,673
Accrued Expenses	7,490	229,601
Total Current Liabilities	906,066	2,989,418
Total Liabilities	906,066	2,989,418
STOCKHOLDER'S EQUITY:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding
Common stock, par value $0.0001, 100,000,000 shares authorized, 36,163,924, and 12,433,290 issued and outstanding at March 31, 2018 and June 30, 2017, respectively	3,616	1,243
Additional Paid-In Capital	176,328,822	29,622,183
Accumulated deficit	(32,706,403)	(28,443,524)
Other Comprehensive (Loss) Income, Net	(267,710)	352,832
Total Stockholder's Equity	143,358,325	1,532,734
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$ 144,264,391	$ 4,522,152

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2018	Jun. 30, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	36,163,924	12,433,290
Common stock, shares outstanding	36,163,924	12,433,290

XML

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues
Cost of Goods Sold
Gross profit (Loss)
Operating Expenses
General and Administrative Expenses	1,874,609	168,503	2,831,556	722,051
Non-Cash and Stock-Based Compensation Expense	105,000		217,837	626,487
Research and Development Expenses	137,916	16,290	511,537	47,181
Depreciation and Amortization	761,250	3,498	769,150	10,869
Consulting Expenses	359,783	162,739	815,881	345,518
Total Operating Expense	3,238,558	351,030	5,145,961	1,752,106
(LOSS) FROM OPERATIONS	(3,238,558)	(351,030)	(5,145,961)	(1,752,106)
Other Income (Expense)
Interest (Expense)		(2,217)		(5,430)
Interest (Expense) - Related Party	1,183	(3,818)	(12,060)	(11,019)
Income (Loss) on Currency Transactions	183,511	96,816	779,943	(256,801)
Other Income, Forgiveness of Debt	87,817		87,817
Interest and Other Income	1,153		16,081
Total Other Income (Expense)	273,664	90,781	871,781	(273,250)
(Loss) Before Income Taxes	(2,964,894)	(260,249)	(4,274,180)	(2,025,356)
Income Tax (Benefit)	(4,729)	(14,078)	(11,301)	(67,400)
NET (LOSS)	$ (2,960,165)	$ (246,171)	$ (4,262,879)	$ (1,957,956)
BASIC AND DILUTED LOSS PER SHARE (in dollar per shares)	$ (0.12)	$ (0.03)	$ (0.25)	$ (0.21)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED (in shares)	24,790,153	9,533,290	17,303,255	9,533,290

XML

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net Loss	$ (2,960,165)	$ (246,171)	$ (4,262,879)	$ (1,957,956)
Currency Translation, Net of Taxes	(235,960)	(107,576)	(620,542)	270,983
Other Comprehensive Loss	$ (3,196,125)	$ (353,747)	$ (4,883,421)	$ (1,686,973)

XML

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Cash Flows [Abstract]
NET (LOSS)	$ (4,262,879)	$ (1,957,956)
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Depreciation and Amortization	769,150	10,869
Non-Cash and Stock-Based Compensation Expense	217,837	626,487
Accrued Interest on Notes Payable - Related Party		1,763
Accrued Interest on Notes Receivable	(10,874)
Loss on Forgiveness on Note Receivable	457,813
(Gain) on Forgiveness of Debt, Related Party	(87,817)
Accretion of Discount on Notes Payable	11,997	14,166
CHANGES IN ASSETS AND LIABILITIES:
(Increase) Decrease in Other Receivables	192,507	501,109
(Increase) Decrease in Prepaid Expenses/Deposits	(11,874)	7,071
Increase (Decrease) in Accounts Payable	219,597	(267,864)
Increase (Decrease) in Accounts Payable - Related Party		286,015
Increase (Decrease) in Accrued Expenses	(222,111)	99,832
Total Adjustments	1,536,225	1,279,448
NET CASH USED IN OPERATING ACTIVITIES	(2,726,654)	(678,508)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net (Increase) Cash Acquired in Acquisition Enochian Biopharma Inc.	2,067
Purchase of Property and Equipment	(30,000)
Net (Increase) in Note Receivables	(250,799)
NET CASH USED BY INVESTING ACTIVITIES	(278,732)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds on Notes Payable - Related Party		413,670
Proceeds from Stock Issuances	16,712,715
NET CASH PROVIDED BY (USED BY) FINANCING ACTIVITIES	16,712,715	413,670
Gain (Loss) on Currency Translation	(630,548)	275,169
NET INCREASE (DECREASE) IN CASH	13,076,781	10,331
CASH, BEGINNING OF PERIOD	3,941,712	23,368
CASH, END OF PERIOD	17,018,493	33,699
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest
Income Taxes
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Imputed interest on Non-interest bearing Convertible Notes Payable		14,888
Beneficial Conversion Feature of Convertible Notes Payable		17,294
Amortization of discount on Convertible Notes Payable	11,997	14,166
Stock options to the Board		626,487
Stock issued in exchange for services	217,837
Convertible notes payable converted to 183,356 common shares	401,673
Common Stock issued and contingent common shares to acquire EBI	$ 127,764,437

XML

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical)	9 Months Ended
	Mar. 31, 2018 USD ($)
Statement of Cash Flows [Abstract]
Convertible notes payable converted to Common shares	$ 183,356

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2018 and 2017 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2017 audited financial statements. The results of operations for the periods ended March 31, 2018 and March 31, 2017 are not necessarily indicative of the operating results for the full year.

Business and Basis of Presentation – Enochian Biosciences, Inc. formerly DanDrit Biotech USA, Inc. (“Enochian”, or “Registrant”, and together with its subsidiaries, the “Company”, “we” or “us”) engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of HIV and cancer. The Registrant was originally incorporated in the State of Delaware on January 18, 2011. On March 2, 2018, the Dandrit BioTech USA, Inc. amended its articles of incorporation changing the name of the Company to Enochian Biosciences, Inc.

Subsidiaries

Enochian Biopharma Inc. (“EBI”) was incorporated on May 19, 2017 and is a 100% owned subsidiary of the Registrant. EBI owns a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans (the “Field”). The accompanying financial statements include the accounts of EBI from the date of the acquisition which was completed on February 16, 2018. 

DanDrit BioTech A/S, a Danish corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) and is a 100% owned subsidiary of the Registrant (subject to 123,464 common shares of DanDrit Denmark or 3.08% of outstanding shares to be acquired with the 185,053 shares of common stock of the Registrant (“Common Stock”) held in escrow according to Danish law (the “Escrow Shares”)). DanDrit Denmark engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer. 

Acquisition of EBI - On January 12, 2018, the Registrant, DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Registrant (“Acquisition Sub”), EBI and Weird Science LLC, a California limited liability company and the majority stockholder of EBI (“Weird Science”) entered into an Agreement and Plan of Merger (the “Acquisition Agreement”). On February 16, 2018, the transaction was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation (the “Acquisition”). As consideration for the Acquisition, the stockholders of EBI received (i) 18,081,962 shares of the Common Stock of the Registrant, and (ii) the right to receive earn-out shares of Common Stock pro rata upon the exercise or conversion of any of the Registrant’s 650,000 Grant Warrants and 5,838,122 warrants which were outstanding at closing. As of March 31, 2018, 6,488,122 shares of Common Stock are contingently issuable in connection with the Acquisition of EBI.

Year End – In June 2015, the Registrant’s Board of Directors approved a change of the Registrant’s fiscal year end from December 31 to June 30. 

Consolidation — For the three and nine months ended March 31, 2018 and 2017, the consolidated financial statements include the accounts and operations of Enochian Biosciences, Inc., DanDrit Denmark, and Enochian Biopharma, Inc. All material inter-company transactions and accounts have been eliminated in the consolidation.

Functional Currency / Foreign currency translation — The functional currency of Enochian and EBI is the U.S. Dollar. The functional currency of DanDrit Denmark is the Danish Kroner (“DKK”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance sheet accounts are translated into U.S. Dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. Dollars at the average exchange rates prevailing during the periods ended March 31, 2018 and 2017. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.

Cash and Cash Equivalents — The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had balances held in financial institutions in Denmark and in the United States in excess of federally insured amounts at March 31, 2018 and June 30, 2017 of $16,768,493 and $3,624,482, respectively.

Property and Equipment — Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized, upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets which range from four to nine years (See Note 3).

Intangible Assets — Definite life intangible assets include patents and licenses. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Goodwill and Other Intangible Assets”. Intangible assets are recorded at cost. Patent costs consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. License agreements cost represent the Fair Value of the license agreement on the date acquired. Intangible assets are amortized on a straight line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application.

Impairment of Long-Lived Assets — Long-lived assets, such as property, plant, and equipment, patents and licenses are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values.

Revenue Recognition and Sales —

The sale of the Company’s product is limited to compassionate use within approved countries. The Company accounts for revenue recognition in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), and FASB ASC 605 Revenue Recognition. The Company recognizes revenue when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, product has been shipped or delivered to the customer, the price and terms are finalized, and collections of resulting receivable is reasonably assured. Products are primarily shipped FOB shipping point at which time title passes to the customer. 

The sale of the Company’s product, ENO-4001 (previously known as MCV), is limited to compassionate use within approved countries.

Performance Obligations

We recognized revenue upon completion of our performance obligation. Our performance obligation is the delivery of product. Product revenue performance obligations are completed upon delivery and at that point in time, the control of the product is transferred to the customer and we are entitled to bill the customer for the product delivered.

Products are primarily shipped FOB shipping point at which time title passes to the customer.

Value Added Tax — In Denmark, Value Added Tax (“VAT”) of 25% of the invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities. VAT of 25% is also paid to Danish and EU vendors on invoices these amounts are refundable from the respective governmental authority and recorded as other receivables in the accompanying financial statements.

Research and Development Expenses — The Company expenses research and development costs incurred in formulating, improving, validating and creating alternative or modified processes related to and expanding the use of the HIV and Cancer therapies and technologies for use in the prevention, treatment, amelioration of and/or therapy for HIV and Cancer. Research and development expenses for the nine months ended March 31, 2018 and 2017 amounted to $511,537 and $47,181, respectively.

Income Taxes — The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This statement requires an asset and liability approach for accounting for income taxes.

Loss Per Share — The Company calculates earnings/(loss) per share in accordance with FASB ASC 260 Earnings Per Share. Basic earnings per common share (EPS) are based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive common shares. Potential common shares included in the diluted earnings per share calculation include in-the-money stock options that have been granted but have not been exercised. Because of the net loss for the nine months ended March 31, 2018 and March 31, 2017, the dilutive shares for both periods were excluded from the Diluted EPS calculation as the effect of these potential common shares is anti-dilutive.

Fair Value of Financial Instruments — The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded values due to their short-term maturities. 

Stock Options and Warrants - The Company has granted stock options to certain employees, officers and directors that were subsequently converted to Grant Warrants (See Note 9). During the years presented in the accompanying consolidated financial statements, the Company has granted stock options and warrants. The Company accounts for options and warrants in accordance with the provisions of FASB ASC Topic 718, Compensation – Stock Compensation. Non-cash compensation costs for employee compensation and consulting fees for the nine month period ending March 31, 2018 and 2017 was $217,837 and $626,487, respectively. Non-cash compensation for the three month period ending March 31, 2018 and 2017 was $105,000 and $0, respectively. Non-cash compensation costs of $626,487 have been recognized for the vesting of options and warrants granted to officers, Board members, employees and consultants with an associated recognized tax benefit of $0 for both periods ended March 31, 2018 and 2017, respectively.

Stock-Based Compensation - The Company accounts for employee stock-based compensation in accordance with the guidance of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. 

The Company follows ASC Topic 505 - 50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

Accounting Estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates include the fair value and potential impairment of intangible assets, depreciation of fixed assets, and fair value of equity instruments issued.

 Reclassification— The financial statements as of June 30, 2017 have been reclassified to conform with the headings used as of March 31, 2018 and included breaking out $1,600,354 in advances for purchase of common shares   from Notes Payable – Related Party to Advances for the Purchase of Common Shares. This reclassification is related to a private placement offering of 1,231,561 Units (see Note 9) for total proceeds to the Company of $1,601,029 that was completed on July 12, 2017, for which some funds were advanced prior to June 30, 2017.

Recently Issued Accounting Standards: In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance.

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

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ACQUISITION OF ENOCHIAN BIOSCIENCES

9 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

ACQUISITION OF ENOCHIAN BIOSCIENCES

NOTE 2 – ACQUISITION OF ENOCHIAN BIOSCIENCES  

On January 12, 2018, Acquisition Sub, EBI and Weird Science entered into the Acquisition Agreement. On February 16, 2018, the Acquisition was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation. As consideration for the Acquisition, the stockholders of EBI received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive earn-out shares of Common Stock pro rata upon the exercise or conversion of any of the Registrant’s 650,000 Grant Warrants and 5,838,122 warrants which were outstanding at closing.

On February 16, 2018, the Registrant issued 18,081,962 shares of Common Stock and has recorded contingent consideration of potentially 6,488,122 shares of Common Stock to be issued upon the exercise of 5,838,122 warrants and 650,000 Grant Warrants of the Registrant which remain outstanding.

The transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations. The Company retained independent appraisers to advise management in the preliminary determination of the fair value of the various assets acquired and liabilities assumed. The values assigned in these financial statements are preliminary and represent management’s best estimate of fair values as of the Closing Date. The Company has recorded estimated amounts of the fair market value of the assets acquired.  The determination of the allocation of the purchase price to the underlying tangible and intangible assets in the financial statements are subject to change as additional information becomes available.  As required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any Non-controlling Interest, management conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed ASC 805-20’s measurement procedures for Closing Date recognition of the fair value of net assets acquired.

The following are the fair value of assets acquired and liabilities assumed as of the Closing Date of February 16, 2018:  

Cash and cash equivalents	$	2,067
Accounts payable		(9,006	)
Other intangible assets [1]		127,771,376
Total Consideration	$	127,764,437

The estimated fair value of the major components of the other intangible assets acquired and their estimated useful lives are as follows:  

	Preliminary Fair Value		Weighted Average Useful Life (in Years)
Definite life intangible asset “License agreement”	$	127,771,376		20
Total	$	127,771,376

[1] a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans. 

Under ASC 805-10, acquisition-related costs (i.e., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred but are accounted for as operating expenses in the periods in which the costs are incurred. Acquisition-related costs were $2,392,224 during the nine months ended March 31, 2018.

As of March 31, 2018, revenues of $0 and net loss of $15,000 from February 16, 2018 to March 31, 2018 of the acquired subsidiaries have been included in the Consolidated Financial Statements.

The following unaudited pro forma condensed financial information presents the combined results of operations of Company and EBI as if the acquisition had occurred as of the beginning of each period presented. The unaudited pro forma condensed financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of the beginning of the period presented and should not be taken as being representative of the future consolidated results of operations of the Company:

	For the Nine Months ended March 31, 2018
	Historical				Pro forma
	Company		EBI		Adjustments			Combined
Net sales	$	-	$	-	$	-		$	-
Operating expenses		5,145,961		1,208,732		4,035,308	[a]
						(1,005,531)	[b]		9,384,470
Other (income) expense		(871,781)		(1,005,531)		1,005,531	[b]		(871,781)
Income Taxes Expense (Benefit)		(11,301)							(11,301)
Net (loss)		(4,262,879)		(203,201)		4,035,308	[a]		(8,501,388)
Net (loss) per common share, basic and diluted	$		$		$			$	0.26
Shares Outstanding, Basic and Diluted									32,547,537

	For the Three Months ended March 31, 2018
	Historical				Pro forma
	Company		EBI		Adjustments			Combined
Net sales	$	-	$	-	$	-		$	-
Operating expenses		3,238,558		438,329		841,023	[a]
						(598,035)	[b]		3,919,875
Other (income) expense		(273,664)		(598,035)		598,035	[b]		(273,664)
Income Taxes Expense (Benefit)		(4,729)							(4,729)
Net (loss)		(2,960,165)		159,705		(841,023)	[a]		(3,641,483)
Net (loss) per common share, basic and diluted	$		$		$			$	(0.11)
Shares Outstanding, Basic and Diluted									34,232,955

[a] Pro forma adjustments represent the full year amortization of intangible assets acquired in the acquisition of EBI.  These assets were amortized on a straight-line basis over their estimated useful lives.  

[b] Eliminates intercompany transactions.

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PROPERTY AND EQUIPMENT

9 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 3 — PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2018 and June 30, 2017:

	Useful Life	March 31, 2018			June 30, 2017
Lab Equipment and Instruments	4-7	$	212,804		$	168,627
Computer Equipment	4-7		62,610			57,754
Total			275,414			226,381
Less Accumulated Depreciation			(246,515	)		(226,381	)
Net Property and Equipment		$	28,899		$	-

Depreciation expense amounted to $1,101 and $0 for the nine month period ended March 31, 2018 and 2017, respectively.

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DEFINITE-LIFE INTANGIBLE ASSETS

9 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

DEFINITE-LIFE INTANGIBLE ASSETS

NOTE 4 — DEFINITE-LIFE INTANGIBLE ASSETS

At March 31, 2018 and June 30, 2017, definite-life intangible assets consisted of the following: 

	Useful Life	March 31, 2018			Acquisition			Effect of   Currency Translation			June 30, 2017
Patents	20 Years	$	330,122		$			$	25,602		$	304,520
License Agreement	20 Years		127,771,376			127,771,376			-			-
Total			128,101,498			127,771,376			25,602			304,520
Less Accumulated Amortization			(963,773	)		(768,049	)		(15,597	)		(180,127	)
Net Definite-Life Intangible Assets		$	127,137,725		$	127,771,376			10,005		$	124,393

During February 2018, the Company acquired a License Agreement to the HIV therapy (“ENO-1001”) which consists of a a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans .

Amortization expense for the nine months ended March 31, 2018 and 2017 was $764,967 and $10,869, respectively.

Expected future amortization expense for the years ended are as follows:

Year ending June 30,
2019		6,404,728
2020		6,404,728
2021		6,404,728
2022		6,404,728
2023		6,404,728
Thereafter		95,114,085
	$	127,137,725

Impairment – During the fourth quarter of each year, Management performs its annual test of impairment of intangible assets assessing the qualitative factors and determines if it is more than likely than not that the fair value of the asset is greater than or equal to the carrying value of the asset.

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NOTE RECEIVABLE

9 Months Ended

Mar. 31, 2018

Receivables [Abstract]

NOTE RECEIVABLE

NOTE 5 — NOTE RECEIVABLE 

On July 14, 2017, the Registrant agreed to loan to EBI up to $500,000 in exchange for a promissory note receivable executed by the Registrant (the “EBI Note”). The EBI Note had an outstanding balance of $457,813 which included accrued interest. This amount was forgiven upon the completion of the Acquisition on February 16, 2018. The Company recorded the forgiveness of this promissory note receivable as general and administrative expense as it paid for acquisition related expense.

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NOTES PAYABLE - RELATED PARTY

9 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

NOTES PAYABLE - RELATED PARTY

NOTE 6 — NOTES PAYABLE – RELATED PARTY

Notes payable to related parties consists of the following as of March 31, 2018 and June 30, 2017:

	March 31, 2018		June 30, 2017
Non-Interest Bearing Loan Payable to Sunrise Financial Group Inc.	$	-	$	38,235
6% Promissory Note Payable to NLBDIT 2010 Enterprises, LLC		-		49,581
Total Notes Payable – Related Party		-		87,816
Less Current Maturities		-		(87,816	)
Note Payables – Related Party Long Term	$	-	$	-

As of March 31, 2018 and June 30, 2017 the outstanding balances of the loan payable to Sunrise Financial Group Inc. was $0, and $38,235, respectively as the loan was forgiven on March 19, 2018.

A 6% promissory note payable to NLBDIT 2010 Enterprises, LLC, an entity controlled by a shareholder of the Registrant, was acquired by the Registrant in the Share Exchange, payable on February 12, 2014 upon the completion date of the Share Exchange.  As of March 31, 2018, and June 30, 2017, the outstanding balance on such note, including accrued interest, was $0 and $49,581, respectively. During the three and nine months ended March 31, 2018, the Registrant recorded related party interest on the note of $502 and $1,686, respectively and during the three and nine months ended March 31, 2017, the Registrant recorded related party interest on the note of $579 and $1,763, respectively, as the loan was forgiven on March 19, 2018.

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CONVERTIBLE NOTES PAYABLE - RELATED PARTY

9 Months Ended

Mar. 31, 2018

Convertible Notes Payable - Related Party [Abstract]

CONVERTIBLE NOTES PAYABLE - RELATED PARTY

NOTE 7 — CONVERTIBLE NOTES PAYABLE – RELATED PARTY

Convertible notes payable to related parties consisted of the following as of March 31, 2018 and June 30, 2017:

	March 31, 2018		June 30, 2017
Non-Interest Bearing Notes Payable to a Shareholder	$	-	$	120,300
Non-Interest Bearing Notes Payable to a Former Director and Shareholder		-		240,600
Non-Interest Bearing Notes Payable to a Former Director and Shareholder		-		52,770
Less Discount		-		(11,997	)
Total Convertible Notes Payable – Related Party		-	$	401,673
Less Current Maturities		-		(401,673	)
Net Convertible Note Payables – Related Party Long Term	$	-		-

On July 1, 2016, the Registrant entered into a non-interest bearing convertible note for $60,150 with a shareholder of the Registrant (the “July 1 Note”). The July 1 Note matured on December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share (see Note 9). The July 1 Note was amended on October 31, 2017, whereby it was convertible into shares of Common Stock at $1.60 per share and matured on December 31, 2017. As the Common Stock was trading at $2.50 on July 1, 2016, the Registrant bifurcated the intrinsic value of the beneficial conversion feature and recorded a discount of $15,038. As the July 1 Note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $2,639. The interest was amortized to expense using the effective interest method through the December 31, 2017 maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $3,697 and $1,216 respectively, was recorded for the amortization of the discount. The July 1 Note was converted into 37,594 shares of Common Stock on February 16, 2018 at a conversion price of $1.60 per share.

On July 19, 2016, the Registrant entered into a non-interest bearing convertible note for $60,150 with a shareholder of the Registrant (the “July 19 Note”). The July 19 Note matured on December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share (see Note 9). The July 19 Note was amended on October 31, 2017, whereby was convertible into shares of Common Stock at $1.60 per share and mature on December 31, 2017. As the July 19 Note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $2,555. The interest will be amortized to expense using the effective interest method through the December 31, 2017 maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $3,697 and $1,216 respectively, was recorded for the amortization of the discount. The July 19 Note was converted into 37,594 shares of Common Stock on February 16, 2018 at a conversion price of $1.60 per share.

On August 24, 2016, the Registrant entered into a non-interest bearing convertible note for $90,225 with a shareholder of the Registrant (the “August 24 Note”). The August 24 Note was later acquired by an entity controlled by a then board member and shareholder of the Registrant. The August 24 Note had a maturity date of December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share. The August 24 Note was amended on October 31, 2017, whereby it was convertible into shares of Common Stock at $1.60 per share with a maturity date of December 31, 2017 (see Note 11). As the Common Stock was trading at $2.05 on August 24, 2016, the Registrant bifurcated the intrinsic value of the beneficial conversion feature and recorded a discount of $2,256. As the August 24 Note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $3,577. Interest was amortized to expense using the effective interest method through maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $1,610 and $2,539, respectively, was recorded for the amortization of the discount. The August 24 Note was converted to 56,390 shares of Common Stock on November 29, 2017 at a conversion price of $1.60 per share.

On September 21, 2016 the Registrant entered into a non-interest bearing convertible note for $150,375 with a shareholder of the Registrant (the “September 21 Note”). The September 21 Note was later acquired by an entity controlled by a then board member and shareholder of the Registrant. The September 21 Note had a maturity date of December 31, 2017 and was originally convertible into shares of Common Stock at $2.00 per share. The September 21 Note was amended on October 31, 2017, whereby it was convertible into shares of Common Stock at $1.60 per share with a maturity date of December 31, 2017 (See Note 11). As the note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $5,630. Interest was amortized to expense using the effective interest method through maturity. For the nine months ended March 31, 2018 and March 31, 2017, interest expense of $1,202and $2,244, respectively, was recorded for the amortization of the discount. The September 21 Note was converted to 93,984 shares of Common Stock on November 29, 2017 at a conversion price of $1.60 per share.

On March 9, 2017, the Registrant entered into a non-interest-bearing convertible note for $52,770 with an entity controlled by shareholder and former board member of the Registrant (the “March 9 Note”). The March 9 Note was originally convertible into shares of Common Stock at $2.00 per share, and had an original maturity date of June 30, 2017.The March 9 Note was amended on October 31, 2017, whereby was convertible into shares of Common Stock at $1.60 per share with a maturity date of December 31, 2017 (See Note 11). As the note was non-interest bearing, the Registrant imputed the interest at 3% and further recorded a discount of $486. The interest was amortized to expense using the effective interest method through November 29, 2017, when the March 9 Note was converted to 32,982 shares of Common Stock at a conversion price of $1.60 per share.

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LEASES

9 Months Ended

Mar. 31, 2018

Leases [Abstract]

LEASES

NOTE 8 — LEASES

Operating Leases — The Registrant leased laboratory and production space under an operating lease agreement which terminated September 30, 2017. The lease called for monthly payments of DKK 6,300 (approximately $1,000 at September 30, 2017).

The Registrant had an agreement for use of virtual office space at a rate of $450 per month on a month-to-month basis, which was terminable by either party on one month’s notice. This lease was terminated effective November 30, 2017.

On November 13, 2017, the Registrant entered into a Lease Agreement for a term of five years and two months from November 1, 2017 (the “Term”) with Plaza Medical Office Building, LLC, a California limited liability company (the “Landlord”), as landlord, pursuant to which the Registrant agreed to lease from the Landlord certain premises (the “Leased Premises”) located in Los Angeles.

The Leased Premises consist of approximately 2,325 rentable square feet. The base rent for the Leased Premises increases by 3% each year over the Term, and ranges from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year. The equalized monthly lease payment for the term of the lease is $8,124. The Registrant is entitled to $70,800 in tenant improvement allowance in the form of free rent applied over 10 months in equal installments beginning in January of 2018.

On March 21, 2018, the Registrant entered into a Sub Lease Agreement for a term of five years commencing on April 2, 2018, with Rodeo Realty, Inc., a California Corporation (the “Lessee”), as lessee, pursuant to which the Lessee agreed to lease the Leased Premises from the Registrant under the same terms and conditions for the Leased Premises between the Registrant and the Landlord.

For the nine months ended March 31, 2018 and March 31, 2017 the lease expenses charged  to general and administrative expenses amounted to $15,385 and $12,027, respectively . For the three months ended March 31, 2018 and March 31, 2017 the lease expenses charged  to general and administrative expenses amounted to $0 and $4,451, respectively.

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STOCKHOLDERS' EQUITY

9 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 9 — STOCKHOLDERS’ EQUITY

Common Stock — The Registrant has 100,000,000 authorized shares of Common Stock, par value $0.0001 per share. As of March 31, 2018, and June 30, 2017, there were 36,163,924 and 12,433,290 shares issued and outstanding, respectively.

Voting — Holders of Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.

Dividends — Holders of Common Stock are entitled to receive ratably such dividends as our Board of Directors from time to time may declare out of funds legally available.

Liquidation Rights — In the event of any liquidation, dissolution or winding-up of affairs of the Company, after payment of all of our debts and liabilities, the holders of Common Stock will be entitled to share ratably in the distribution of any of our remaining assets.

Common Stock Issuances — On May 15, 2017, the Registrant completed a private placement offering of units, with each unit consisting of one share of Common Stock and warrants to purchase two shares of Common Stock at a strike price of $1.30 per share (each, a “Unit”), for $1.30 per Unit. In total, the Registrant issued and sold 2,700,000 shares of Common Stock and warrants to acquire 5,400,000 shares of Common Stock for total proceeds to the Registrant of $3,510,000.

On June 9, 2017, the Registrant issued 200,000 shares of Common Stock valued at $240,000 in connection with a consulting agreement at $1.20 per share.  

On July 12, 2017, the Registrant completed a private placement offering of 1,231,561 Units at a price of $1.30 per Unit, for total proceeds to the Registrant of $1,601,029.

On August 30, 2017, the Registrant issued 62,687 shares of Common Stock to the CEO and recorded non-cash compensation expense of $112,837 with a cost basis of $1.80 per share.

On November 29, 2017 pursuant to the exercise of certain convertible promissory notes of $90,225, $150,375 and $52,770, the Registrant issued 183,356 shares of Common Stock with at a conversion price of $1.60 per share.

On February 13, 2018, the Registrant issued 18,750 shares of Common Stock with a cost basis of $5.60 per share or $105,000 for non-cash consulting compensation.

On February 16, 2018, the Registrant issued 75,188 shares of Common Stock at a conversion price of $1.60 per share for the conversion of $120,300 convertible promissory notes.

On February 16, 2018, the Registrant issued 2,400,000 shares of Common Stock pursuant to the exercise of warrants at strike prices ranging from $1.60 per share to $2.00 per share for total proceeds of $3,295,000.

On February 16, 2018, the Registrant issued 1,677,130 shares of Common Stock at a price of $8.00 per share pursuant to a private placement for total proceeds to the Registrant of $13,417,040.

On February 16, 2018, the Registrant issued 18,081,962 shares of Common Stock valued at the February 16, 2018 closing price of $5.20 pursuant to the Acquisition Agreement.

 Stock Grants   —  On September 15, 2016, the Board of Directors of the Registrant (the “Board”) granted the right to acquire 300,000 shares of Common Stock at a strike price of $2.00 per share in what the Board originally described as “options” (the “Grants”) to each of Eric Leire, APE Invest A/S for Aldo Petersen and N.E. Nielson in consideration of their service to the Registrant. These Grants vested immediately and expire December 31, 2019. In October of 2017, the Registrant issued warrants to APE Invest A/S and N.E. Nielsen, and in January 2018, the Registrant issued a warrant to Eric Leire (each a “Grant Warrant” collectively the “Grant Warrants”) to evidence the Grants for an aggregate of 900,000 Grant Warrants.

Acquisition of EBI / Contingently issuable shares —  On January 12, 2018, the Registrant, Acquisition Sub, EBI and Weird Science entered into the Acquisition Agreement. On February 16, 2018, the Acquisition was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation. As consideration for the Acquisition, the stockholders of EBI received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive earn-out shares of Common Stock pro rata upon the exercise or conversion of any of the Registrant’s 650,000 Grant Warrants / stock options and 5,838,122 warrants which were outstanding at closing. As of March 31, 2018, 6,488,122 common shares are contingently issuable in connection with the Acquisition of EBI.

Acquisition of DanDrit Denmark —  185,053 Escrow Shares are reserved by the Company and are reflected as issued and outstanding in the accompanying financial statements to acquire the 123,464 non-consenting common shareholders Dandrit Denmark in accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark.

On February 6, 2014, the Board adopted the Registrant’s 2014 Equity Incentive Plan (the “Plan”), and the Registrant has reserved 1,206,000 shares of Common Stock for issuance in accordance with the terms of the Plan. To date the Registrant has granted options under the Plan (“Plan Options”) to purchase 30,304 shares of Common Stock

A summary of the status of the Plan Options and the Grant Warrants at March 31, 2018, and changes during the period are presented below:

	March 31, 2018
	Shares			Weighted Average Exercise Price		Average Remaining Life		Weighted Average Intrinsic Value
Outstanding at beginning of period		900,000		$	2.00		1.8	$	-
Granted		37,912			8.00		10.0		-
Exercised		(250,000	)		2.00		1.8		800,000
Forfeited		-			-		-		-
Expired		-			-		-		-
Outstanding at end of period		687,912		$	2.36		2.17	$	2,275,000
Vested and expected to vest		687,912		$	2.36		2.17	$	2,275,000
Exercisable end of period		650,000		$	2.00		1.8	$	2,275,000

At March 31, 2018, all Grant Warrants issued are exercisable and none of the Plan Options are vested or exercisable. The total intrinsic value of Grant Warrants at March 31, 2018 was $2,275,000. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at March 31, 2018 (for outstanding Grant Warrants), less the applicable exercise price.  

The Registrant recognized stock-based compensation expense related to Plan Options and Grant warrants of $0 and $626,487 for the three and nine months ended March 31, 2018, respectively. At March 31, 2018, the Company had $225,000 of unrecognized compensation cost related to non-vested Plan Options.

Pursuant to the Plan on February 28, 2018, when the stock price was $5.95 per share, the Board granted Plan Options to purchase 22,824 shares of Common Stock at exercise price of $8.00 per share, life and expected term of 10 years, volatility of 174.34%, risk free interest rate of 2.77% and dividend yield of 0%, with a Black Scholes fair value of $45,000, to three board members in consideration of their service to the Registrant, which vest annually in equal amounts over 3 years beginning after the first full year of board service.

Pursuant to the Plan on March 6, 2018, when the stock price was $6.00 per share, the Board granted Plan Options to purchase 15,088 shares of Common Stock at exercise price of $8.00 per share, life and expected term of 10 years, volatility of 174.34%, risk free interest rate of 2.88% and dividend yield of 0%, with a Black Scholes fair value of $45,000, to two board members in consideration of their service to the Registrant, which vest annually in equal amounts over 3 years beginning after the first full year of board service.

The Company recognizes compensation costs for the Plan Options and Grant Warrants to employees based on their grant-date fair value. The value of each Grant Warrant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the Grant Warrant granted during 2016 were life and expected term of 3.29 years, volatility of 189.65%, risk free interest rate of 0.87% and dividend yield of 0%, 

A summary of the status of the Plan Options and Grant Warrants issued to an officer, and two (now former) directors outstanding at March 31, 2018 is presented below: 

			Options/Grant Warrants Outstanding						Options/ Grant Warrants Exercisable
	Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
	$	8.00		37,912		9.9		8.00		-		-
	$	2.00		650,000		1.8	$	2.00		650,000	$	2.00
Total				687,912		2.17	$	2.36		650,000	$	2.00

Common Stock Purchase Warrants

A summary of the status of shares of Common Stock underlying the warrants outstanding at March 31, 2018 is presented below:

		Equivalent Shares Underlying Warrants Outstanding					Equivalent Shares Exercisable
Exercise Prices		Equivalent Shares		Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	1.30		4,500,000	4.3	$	1.30		4,500,000	$	1.30
$	1.30		1,338,122	3.75	$	1.30		1,338,122	$	1.30
	Total		5,838,122	4.0	$	1.30		5,838,122	$	1.30

The exercise price of certain warrants and the number of shares underlying the warrants are subject to adjustment for stock dividends, subdivisions of the outstanding shares of Common Stock and combinations of the outstanding shares of Common Stock. For so long as the warrants remain outstanding, we are required to keep reserved from our authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the shares underlying the warrants.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Consulting Agreements – On February 16, 2018, the Registrant entered into a consulting agreement with Weird Science under which Weird Science will provide ongoing medical services related to the development of the Company’s products for the treatment of HIV and cancer. In consideration for such consulting services, the Company will pay up to $30,000 per month for the consulting services. 

On February 16, 2018, the Registrant entered into a consulting agreement with Carl Sandler, a board member and   shareholder of the Registrant for services related to clinical development and new business opportunities. In consideration for his services actually rendered, the Registrant will pay $10,000 per month for 3 months. For the three months ended March 31, 2018, Carl Sandler was paid $10,000 for consulting services. This amount is included in “Consulting Expenses” in our Consolidated Statement of Operations.

Pre-Clinical Trial Loan – On July 14, 2017, the Registrant agreed to loan to EBI up to $500,000 in exchange for the EBI Note to fund pre-clinical study programs, including a study with syngeneic and humanized mice models. The EBI Note was retired upon the completion of the Acquisition on February 16, 2018, and the Company is continuing EBI’s pre-clinical study programs as research and development expenses of the Company (see Note 1).

Clinical Trial Agreements –DanDrit Denmark signed a contract of collaboration with the University Hospital IRCCS “San Martino” - IST – National Institute for Cancer Research, known as the San Martino Hospital of Genoa in January of 2015. The collaboration relates to a Phase III adjuvant study of the Company’s vaccine in patients with no evident disease (“NED”) stage IV colorectal cancer (“CRC”). The primary goal of the study is to evaluate the efficacy of the Company’s ENO-4001 cancer vaccine (previously known as MCV) in stage IV CRC patients rendered disease free after the completion of standard treatments in accordance with local practices.

On April 28, 2015, DanDrit Denmark entered into a service agreement with Fondazione GISCAD per la RicercasuiTumori to support Dandrit in a clinical trial to be conducted in Italy.

Patient Name Use Program Agreements - On December 16, 2013, DanDrit Denmark entered into an agreement with a Dutch company (the “ENO-4001 Partner”) regarding a Patient Name Use Program (PNU) for the Company’s ENO-4001.  This program will allow DanDrit Denmark to sell MCV for a year of treatment (10 vaccines) to cancer patients through the ENO-4001 Partner.  The ENO-4001 Partner offers a worldwide online platform providing access to non-registered medicines for patients with life threatening diseases. The ENO-4001 Partner is a turnkey solution and will be in charge of regulatory, recruitment, logistics, and pharmaco vigilance.   The Company will pay the ENO-4001 Partner a royalty on a country to country basis for 20 years on ENO-4001 sales sold under the agreement. Either party may terminate the agreement with 180 day written notice.

On April 23, 2015, the Company entered into a collaboration agreement with Riyadh Pharma in Saudi Arabia to promote cooperation in the manufacturing and marketing of DanDrit’s dendritic cell cancer vaccine ENO-4001.

Manufacturing Agreements - On January 28, 2014, the Company entered into an agreement with Cellin Technologies for the manufacture of the ENO-4001 Cancer vaccine.

On August 8, 2014, the Company entered into an agreement with Cellin Technologies for the manufacture of the Melanoma Cell Lysate.

 Shares held for Non-Consenting Shareholders – In connection with the Share Exchange agreement certain shareholders of Dandrit Denmark had not been identified or did not consent to the exchange of shares. In accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark, the non-consenting shareholders that did not exchange the DanDrit Denmark equity interests owned by such Non-Consenting Shareholders for shares of the Company, will be entitled to receive up to 185,053 Escrow Shares that each such non-consenting shareholder would have been entitled to receive if such shareholder had consented to the Share Exchange. The 185,053 Escrow Shares have been reflected as issued and outstanding in the accompanying financial statements.

Food and Drug Administration (FDA) - The FDA has extensive regulatory authority over biopharmaceutical products (drugs and biological products), manufacturing protocols and procedures and the facilities in which they will be manufactured. Any new bio product intended for use in humans is subject to rigorous testing requirements imposed by the FDA with respect to product efficacy and safety, possible toxicity and side effects. FDA approval for the use of new bio products (which can never be assured) requires several rounds of extensive preclinical testing and clinical investigations conducted by the sponsoring pharmaceutical company prior to sale and use of the product. At each stage, the approvals granted by the FDA include the manufacturing process utilized to produce the product. Accordingly, the Company’s cell systems used for the production of therapeutic or bio therapeutic products are subject to significant regulation by the FDA under the Federal Food, Drug and Cosmetic Act, as amended.

Employment Agreements - The Company and its subsidiaries have employment agreements with officers and certain employees of each respective entity.

Contingencies - The Company is from time to time involved in routine legal and administrative proceedings and claims of various types. While any proceedings or claim contains an element of uncertainty, management does not expect a material impact on our results of operations or financial position.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Mar. 31, 2018

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 11 — RELATED PARTY TRANSACTIONS

Between July 1, 2016 and March 9, 2017, the Registrant entered into the 2016/2017 Notes with shareholders of the Registrant, one of whom is a former director of the Registrant (see Note 7). On October 31, 2017, the Registrant executed amendments to the 2016/2017 Notes and issued replacement notes to the current holders of such notes. The 2016/2017 Notes, as amended, were convertible into shares of Common Stock at $1.60 per share and mature on December 31, 2017. The holders of the 2016/2017 Notes have converted such notes into 150,374 shares of Common Stock (See Note 7).   

On December 29, 2017, the Registrant entered into a consulting agreement with RS Group ApS, a company owned and controlled by 2 directors for consulting services from October 1, 2017 through March 31, 2018. In consideration for the consulting services in connection with the negotiation and structuring of the acquisition of EBI , the Registrant paid RS Group ApS $367,222.  

On July 1, 2016, the Registrant entered into a consulting agreement with APE Invest AS (an entity owned by a former director of the Registrant) for consultancy.  The agreement called for a monthly payment of $20,000 with a $100,000 retainer payment due November 1, 2016.  The agreement was terminated on June 9, 2017.

On September 15, 2016, the Registrant recorded $626,487 in stock-based compensation for the grant of 900,000 Grant Warrants to employees, officers, and certain directors of the Registrant, which shall be fully vested upon grant, to purchase shares of Common Stock at $2.00 per share, and expire December 31, 2019. The Grant Warrants contain certain anti-dilution provisions applicable in the discretion of the Company.

On February 16, 2018 the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant for services related to clinical development and new business opportunities. In consideration for his services actually rendered, the Registrant shall pay $10,000  per month for 3 months. For the three months ended March 31, 2018, Carl Sandler was paid $10,000 for consulting services. This amount is included in “Consulting Expenses” in our Consolidated Statement of Operations.

On February 16, 2018 the Registrant entered into a consulting agreement with Weird Science. In consideration for consulting services, the Registrant shall pay up to $30,000 per month.

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SUBSEQUENT EVENTS

9 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 — SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. The following material subsequent events occurred:

On April 1, 2018 DanDrit Denmark amended its articles of incorporation whereby the company has been transformed into a private limited company CVR-NR 26027322 pursuant to the Danish Companies Act 2010 as amended and had its name changed to Dandrit Biotech ApS.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Business and Basis of Presentation

Business and Basis of Presentation – Enochian Biosciences, Inc. formerly DanDrit Biotech USA, Inc. (“Enochian”, or “Registrant”, and together with its subsidiaries, the “Company”, “we” or “us”) engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of HIV and cancer. The Registrant was originally incorporated in the State of Delaware on January 18, 2011. On March 2, 2018, the Dandrit BioTech USA, Inc. amended its articles of incorporation changing the name of the Company to Enochian Biosciences, Inc.

Subsidiaries

Subsidiaries

Enochian Biopharma Inc. (“EBI”) was incorporated on May 19, 2017 and is a 100% owned subsidiary of the Registrant. EBI owns a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans (the “Field”). The accompanying financial statements include the accounts of EBI from the date of the acquisition which was completed on February 16, 2018. 

DanDrit BioTech A/S, a Danish corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) and is a 100% owned subsidiary of the Registrant (subject to 123,464 common shares of DanDrit Denmark or 3.08% of outstanding shares to be acquired with the 185,053 shares of common stock of the Registrant (“Common Stock”) held in escrow according to Danish law (the “Escrow Shares”)). DanDrit Denmark engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer.

Acquisition of EBI

Acquisition of EBI - On January 12, 2018, the Registrant, DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Registrant (“Acquisition Sub”), EBI and Weird Science LLC, a California limited liability company and the majority stockholder of EBI (“Weird Science”) entered into an Agreement and Plan of Merger (the “Acquisition Agreement”). On February 16, 2018, the transaction was completed when the Acquisition Sub merged with and into EBI, with EBI as the surviving corporation (the “Acquisition”). As consideration for the Acquisition, the stockholders of EBI received (i) 18,081,962 shares of the Common Stock of the Registrant, and (ii) the right to receive earn-out shares of Common Stock pro rata upon the exercise or conversion of any of the Registrant’s 650,000 Grant Warrants and 5,838,122 warrants which were outstanding at closing. As of March 31, 2018, 6,488,122 shares of Common Stock are contingently issuable in connection with the Acquisition of EBI.

Year End

Year End – In June 2015, the Registrant’s Board of Directors approved a change of the Registrant’s fiscal year end from December 31 to June 30. 

Consolidation

Consolidation — For the three and nine months ended March 31, 2018 and 2017, the consolidated financial statements include the accounts and operations of Enochian Biosciences, Inc., DanDrit Denmark, and Enochian Biopharma, Inc. All material inter-company transactions and accounts have been eliminated in the consolidation.

Functional Currency / Foreign currency translation

Functional Currency / Foreign currency translation — The functional currency of Enochian and EBI is the U.S. Dollar. The functional currency of DanDrit Denmark is the Danish Kroner (“DKK”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance sheet accounts are translated into U.S. Dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. Dollars at the average exchange rates prevailing during the periods ended March 31, 2018 and 2017. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.

Cash and Cash Equivalents

Cash and Cash Equivalents — The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had balances held in financial institutions in Denmark and in the United States in excess of federally insured amounts at March 31, 2018 and June 30, 2017 of $16,768,493 and $3,624,482, respectively.

Property and Equipment

Property and Equipment — Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized, upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets which range from four to nine years (See Note 3).

Intangible Assets

Intangible Assets — Definite life intangible assets include patents and licenses. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Goodwill and Other Intangible Assets”. Intangible assets are recorded at cost. Patent costs consist of costs incurred to acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are charged to expense. License agreements cost represent the Fair Value of the license agreement on the date acquired. Intangible assets are amortized on a straight line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date of application.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets — Long-lived assets, such as property, plant, and equipment, patents and licenses are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values.

Revenue Recognition and Sales

Revenue Recognition and Sales —The sale of the Company’s product is limited to compassionate use within approved countries. The Company accounts for revenue recognition in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), and FASB ASC 605 Revenue Recognition. The Company recognizes revenue when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, product has been shipped or delivered to the customer, the price and terms are finalized, and collections of resulting receivable is reasonably assured. Products are primarily shipped FOB shipping point at which time title passes to the customer.

The sale of the Company’s product, ENO-4001 (previously known as MCV), is limited to compassionate use within approved countries.

Performance Obligations

We recognized revenue upon completion of our performance obligation. Our performance obligation is the delivery of product. Product revenue performance obligations are completed upon delivery and at that point in time, the control of the product is transferred to the customer and we are entitled to bill the customer for the product delivered.

Products are primarily shipped FOB shipping point at which time title passes to the customer.

Value Added Tax

Value Added Tax — In Denmark, Value Added Tax (“VAT”) of 25% of the invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities. VAT of 25% is also paid to Danish and EU vendors on invoices these amounts are refundable from the respective governmental authority and recorded as other receivables in the accompanying financial statements.

Research and Development Expenses

Research and Development Expenses — The Company expenses research and development costs incurred in formulating, improving, validating and creating alternative or modified processes related to and expanding the use of the HIV and Cancer therapies and technologies for use in the prevention, treatment, amelioration of and/or therapy for HIV and Cancer. Research and development expenses for the nine months ended March 31, 2018 and 2017 amounted to $511,537 and $47,181, respectively.

Income Taxes

Income Taxes — The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This statement requires an asset and liability approach for accounting for income taxes.

Loss Per Share

Loss Per Share — The Company calculates earnings/(loss) per share in accordance with FASB ASC 260 Earnings Per Share. Basic earnings per common share (EPS) are based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive common shares. Potential common shares included in the diluted earnings per share calculation include in-the-money stock options that have been granted but have not been exercised. Because of the net loss for the nine months ended March 31, 2018 and March 31, 2017, the dilutive shares for both periods were excluded from the Diluted EPS calculation as the effect of these potential common shares is anti-dilutive.

Fair Value of Financial Instruments

Fair Value of Financial Instruments — The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

● Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

● Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded values due to their short-term maturities.

Stock Options and Warrants

Stock Options and Warrants - The Company has granted stock options to certain employees, officers and directors that were subsequently converted to Grant Warrants (See Note 9). During the years presented in the accompanying consolidated financial statements, the Company has granted stock options and warrants. The Company accounts for options and warrants in accordance with the provisions of FASB ASC Topic 718, Compensation – Stock Compensation. Non-cash compensation costs for employee compensation and consulting fees for the nine month period ending March 31, 2018 and 2017 was $217,837  and $626,487, respectively. Non-cash compensation for the three month period ending March 31, 2018 and 2017 was $105,000  and $0, respectively. Non-cash compensation costs of $626,487 have been recognized for the vesting of options and warrants granted to officers, Board members, employees and consultants with an associated recognized tax benefit of $0 for both periods ended March 31, 2018 and 2017, respectively.

Stock-Based Compensation

Stock-Based Compensation - The Company accounts for employee stock-based compensation in accordance with the guidance of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

The Company follows ASC Topic 505 - 50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

Accounting Estimates

Accounting Estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates include the fair value and potential impairment of intangible assets, depreciation of fixed assets, and fair value of equity instruments issued.

Reclassification

Reclassification— The financial statements as of June 30, 2017 have been reclassified to conform with the headings used as of March 31, 2018 and included breaking out $1,600,354 in advances for purchase of common shares   from Notes Payable – Related Party to Advances for the Purchase of Common Shares. This reclassification is related to a private placement offering of 1,231,561 Units (see Note 9) for total proceeds to the Company of $1,601,029 that was completed on July 12, 2017, for which some funds were advanced prior to June 30, 2017.

Recently Issued Accounting Standards

Recently Issued Accounting Standards: In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance.

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

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ACQUISITION OF ENOCHIAN BIOSCIENCES (Tables)

9 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Schedule of fair value of assets acquired and liabilities

The following are the fair value of assets acquired and liabilities assumed as of the Closing Date of February 16, 2018: 

Cash and cash equivalents	$	2,067
Accounts payable		(9,006	)
Other intangible assets [1]		127,771,376
Total Consideration	$	127,764,437

[1] a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans.

Schedule of fair value of the major components of the other intangible assets acquired

The estimated fair value of the major components of the other intangible assets acquired and their estimated useful lives are as follows:  

	Preliminary Fair Value		Weighted Average Useful Life (in Years)
Definite life intangible asset “License agreement”	$	127,771,376		20
Total	$	127,771,376

Schedule of pro forma condensed financial information

The following unaudited pro forma condensed financial information presents the combined results of operations of Company and EBI as if the acquisition had occurred as of the beginning of each period presented. The unaudited pro forma condensed financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of the beginning of the period presented and should not be taken as being representative of the future consolidated results of operations of the Company:

	For the Nine Months ended March 31, 2018
	Historical				Pro forma
	Company		EBI		Adjustments			Combined
Net sales	$	-	$	-	$	-		$	-
Operating expenses		5,145,961		1,208,732		4,035,308	[a]
						(1,005,531)	[b]		9,384,470
Other (income) expense		(871,781)		(1,005,531)		1,005,531	[b]		(871,781)
Income Taxes Expense (Benefit)		(11,301)							(11,301)
Net (loss)		(4,262,879)		(203,201)		4,035,308	[a]		(8,501,388)
Net (loss) per common share, basic and diluted	$		$		$			$	0.26
Shares Outstanding, Basic and Diluted									32,547,537

	For the Three Months ended March 31, 2018
	Historical				Pro forma
	Company		EBI		Adjustments			Combined
Net sales	$	-	$	-	$	-		$	-
Operating expenses		3,238,558		438,329		841,023	[a]
						(598,035)	[b]		3,919,875
Other (income) expense		(273,664)		(598,035)		598,035	[b]		(273,664)
Income Taxes Expense (Benefit)		(4,729)							(4,729)
Net (loss)		(2,960,165)		159,705		(841,023)	[a]		(3,641,483)
Net (loss) per common share, basic and diluted	$		$		$			$	(0.11)
Shares Outstanding, Basic and Diluted									34,232,955

[a] Pro forma adjustments represent the full year amortization of intangible assets acquired in the acquisition of EBI.  These assets were amortized on a straight-line basis over their estimated useful lives.  

[b] Eliminates intercompany transactions.

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PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Summary of property and equipment

Property and equipment consisted of the following at March 31, 2018 and June 30, 2017:

	Useful Life	March 31, 2018			June 30, 2017
Lab Equipment and Instruments	4-7	$	212,804		$	168,627
Computer Equipment	4-7		62,610			57,754
Total			275,414			226,381
Less Accumulated Depreciation			(246,515	)		(226,381	)
Net Property and Equipment		$	28,899		$	-

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DEFINITE-LIFE INTANGIBLE ASSETS (Tables)

9 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of life intangible assets

At March 31, 2018 and June 30, 2017, definite-life intangible assets consisted of the following: 

	Useful Life	March 31, 2018			Acquisition			Effect of   Currency Translation			June 30, 2017
Patents	20 Years	$	330,122		$			$	25,602		$	304,520
License Agreement	20 Years		127,771,376			127,771,376			-			-
Total			128,101,498			127,771,376			25,602			304,520
Less Accumulated Amortization			(963,773	)		(768,049	)		(15,597	)		(180,127	)
Net Definite-Life Intangible Assets		$	127,137,725		$	127,771,376			10,005		$	124,393

Schedule of expected future amortization expense

Expected future amortization expense for the years ended are as follows:

Year ending June 30,
2019		6,404,728
2020		6,404,728
2021		6,404,728
2022		6,404,728
2023		6,404,728
Thereafter		95,114,085
	$	127,137,725

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NOTES PAYABLE - RELATED PARTY (Tables)

9 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Summary of notes payable to related parties

Notes payable to related parties consists of the following as of March 31, 2018 and June 30, 2017:

	March 31, 2018		June 30, 2017
Non-Interest Bearing Loan Payable to Sunrise Financial Group Inc.	$	-	$	38,235
6% Promissory Note Payable to NLBDIT 2010 Enterprises, LLC		-		49,581
Total Notes Payable – Related Party		-		87,816
Less Current Maturities		-		(87,816	)
Note Payables – Related Party Long Term	$	-	$	-

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CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Tables)

9 Months Ended

Mar. 31, 2018

Convertible Notes Payable - Related Party [Abstract]

Schedule of convertible notes payable to related parties

Convertible notes payable to related parties consisted of the following as of March 31, 2018 and June 30, 2017:

	March 31, 2018		June 30, 2017
Non-Interest Bearing Notes Payable to a Shareholder	$	-	$	120,300
Non-Interest Bearing Notes Payable to a Former Director and Shareholder		-		240,600
Non-Interest Bearing Notes Payable to a Former Director and Shareholder		-		52,770
Less Discount		-		(11,997	)
Total Convertible Notes Payable – Related Party		-	$	401,673
Less Current Maturities		-		(401,673	)
Net Convertible Note Payables – Related Party Long Term	$	-		-

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STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Summary of stock options outstanding

A summary of the status of the Plan Options and the Grant Warrants at March 31, 2018, and changes during the period are presented below:

	March 31, 2018
	Shares			Weighted Average Exercise Price		Average Remaining Life		Weighted Average Intrinsic Value
Outstanding at beginning of period		900,000		$	2.00		1.8	$	-
Granted		37,912			8.00		10.0		-
Exercised		(250,000	)		2.00		1.8		800,000
Forfeited		-			-		-		-
Expired		-			-		-		-
Outstanding at end of period		687,912		$	2.36		2.17	$	2,275,000
Vested and expected to vest		687,912		$	2.36		2.17	$	2,275,000
Exercisable end of period		650,000		$	2.00		1.8	$	2,275,000

Summary of stock option activity

A summary of the status of the Plan Options and Grant Warrants issued to an officer, and two (now former) directors outstanding at March 31, 2018 is presented below: 

			Options/Grant Warrants Outstanding						Options/ Grant Warrants Exercisable
	Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
	$	8.00		37,912		9.9		8.00		-		-
	$	2.00		650,000		1.8	$	2.00		650,000	$	2.00
Total				687,912		2.17	$	2.36		650,000	$	2.00

Summary of common stock shares purchased underlying the warrants outstanding

summary of the status of shares of Common Stock underlying the warrants outstanding at March 31, 2018 is presented below:

		Equivalent Shares Underlying Warrants Outstanding					Equivalent Shares Exercisable
Exercise Prices		Equivalent Shares		Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	1.30		4,500,000	4.3	$	1.30		4,500,000	$	1.30
$	1.30		1,338,122	3.75	$	1.30		1,338,122	$	1.30
	Total		5,838,122	4.0	$	1.30		5,838,122	$	1.30

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Feb. 16, 2018

Apr. 01, 2001

Jul. 12, 2017

Mar. 31, 2018

Mar. 31, 2017

Mar. 31, 2018

Mar. 31, 2017

Jun. 30, 2017

May 19, 2017

Summary of Significant Accounting Policies (Textual)

Ownership percentage of subsidiary

100.00%

Cash held in financial institutions

$ 16,768,493

$ 16,768,493

$ 3,624,482

Property plant and equipment estimated useful lives, Description

Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets which range from four to nine years

Value added tax, percentage

25.00%

Value added tax paid to Danish and EU vendors

25.00%

Research and development expense

137,916

$ 16,290

$ 511,537

$ 47,181

Share exchange agreement, acquisition percentage

3.08%

Share exchange outstanding share of common stock

185,053

Share exchange agreement, shares issued to parent company

123,464

Non-cash compensation

105,000

0

217,837

626,487

Recognized tax benefit

(4,729)

$ (14,078)

$ (11,301)

(67,400)

Amortized the patents on a straight line basis over the estimated useful life

20 years

Private placement offering units

1,231,561

Total proceeds

$ 1,601,029

Advances for purchase of common shares

$ 1,600,354

$ 1,600,354

Employees and Consultants [Member]

Summary of Significant Accounting Policies (Textual)

Non-cash compensation

626,487

626,487

Recognized tax benefit

$ 0

$ 0

Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member]

Summary of Significant Accounting Policies (Textual)

Shares issued on business combination

18,081,962

Common shares contingently issuable

6,488,122

6,488,122

Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Common Stock [Member]

Summary of Significant Accounting Policies (Textual)

Shares issued on business combination

650,000

Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Warrant [Member]

Summary of Significant Accounting Policies (Textual)

Shares issued on business combination

5,838,122

Enochian Biopharma Inc. [Member]

Summary of Significant Accounting Policies (Textual)

Ownership percentage of subsidiary

100.00%

XML

ACQUISITION OF ENOCHIAN BIOSCIENCES (Details) - Enochian Biopharma Inc. and Weird Science LLC [Member]	Feb. 16, 2018 USD ($)
Cash and cash equivalents	$ 2,067
Accounts payable	(9,006)
Other intangible assets	127,771,376	[1]
Total Consideration	$ 127,764,437

[1] a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans.

XML

ACQUISITION OF ENOCHIAN BIOSCIENCES (Details 1) - USD ($)			9 Months Ended
		Feb. 16, 2018	Mar. 31, 2018
Definite life intangible asset License agreement, Weighted Average Useful Life			20 years
Enochian Biopharma Inc. and Weird Science LLC [Member]
Definite life intangible asset "License agreement", Preliminary Fair Value	[1]	$ 127,771,376
Enochian Biopharma Inc. and Weird Science LLC [Member] | Other Intangible Assets [Member]
Definite life intangible asset "License agreement", Preliminary Fair Value		$ 127,771,376
Definite life intangible asset License agreement, Weighted Average Useful Life		20 years

[1] a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in humans, and research and development exclusively relating to HIV in humans.

XML

ACQUISITION OF ENOCHIAN BIOSCIENCES (Details 2) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
		Mar. 31, 2018	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Net sales
Operating expenses			3,238,558	351,030	5,145,961	1,752,106
Operating income (loss)			(3,238,558)	(351,030)	(5,145,961)	(1,752,106)
Other (income) expense			(273,664)	(90,781)	(871,781)	273,250
Income Taxes Expense (Benefit)			(4,729)	(14,078)	(11,301)	(67,400)
Net (loss)		$ 15,000	$ (2,960,165)	$ (246,171)	$ (4,262,879)	$ (1,957,956)
Net (loss) per common share, basic and diluted			$ (0.12)	$ (0.03)	$ (0.25)	$ (0.21)
Shares Outstanding, Basic and Diluted			24,790,153	9,533,290	17,303,255	9,533,290
Pro Forma [Member]
Operating expenses	[1]		$ 841,023		$ 4,035,308
Operating income (loss)	[2]		(598,035)		(1,005,531)
Other (income) expense	[2]		598,035		1,005,531
Net (loss)	[1]		(841,023)		4,035,308
Enochian Biopharma Inc. [Member]
Net sales
Operating expenses			438,329		1,208,732
Other (income) expense			(598,035)		(1,005,531)
Net (loss)			159,705		(203,201)
Combined [Member]
Net sales
Operating income (loss)			3,919,875		9,384,470
Other (income) expense			(273,664)		(871,781)
Income Taxes Expense (Benefit)			(4,729)		(11,301)
Net (loss)			$ (3,641,483)		$ (8,501,388)
Net (loss) per common share, basic and diluted			$ (0.11)		$ 0.26
Shares Outstanding, Basic and Diluted			34,232,955		32,547,537

[1] Pro forma adjustments represent the full year amortization of intangible assets acquired in the acquisition of EBI. These assets were amortized on a straight-line basis over their estimated useful lives.

[2] Eliminate intercompany transactions.

XML

ACQUISITION OF ENOCHIAN BIOSCIENCES (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Feb. 16, 2018

Mar. 31, 2018

Mar. 31, 2018

Mar. 31, 2017

Mar. 31, 2018

Mar. 31, 2017

Acquisition-related costs

$ 2,392,224

Revenues

$ 0

Net (loss)

$ 15,000

$ (2,960,165)

$ (246,171)

$ (4,262,879)

$ (1,957,956)

Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member]

Shares issued on business combination

18,081,962

Description of equity interests issued and issuable

Registrant issued 18,081,962 shares of Common Stock and has recorded contingent consideration of potentially 6,488,122 shares of Common Stock to be issued upon the exercise of 5,838,122 warrants and 650,000 Grant Warrants of the Registrant which were outstanding at closing and which remain outstanding as of the date of this report.

Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Common Stock [Member]

Shares issued on business combination

650,000

Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Warrant [Member]

Shares issued on business combination

5,838,122

XML

PROPERTY AND EQUIPMENT (Details) - USD ($)	9 Months Ended
	Mar. 31, 2018	Jun. 30, 2017
Summary of property and equipment
Total	$ 275,414	$ 226,381
Less Accumulated Depreciation	(246,515)	(226,381)
PROPERTY AND EQUIPMENT, Net accumulated Depreciation	28,899
Lab Equipment And Instruments [Member]
Summary of property and equipment
Total	$ 212,804	168,627
Lab Equipment And Instruments [Member] | Minimum [Member]
Summary of property and equipment
Useful Life	4 years
Lab Equipment And Instruments [Member] | Maximum [Member]
Summary of property and equipment
Useful Life	7 years
Computer Equipment [Member]
Summary of property and equipment
Total	$ 62,610	$ 57,754
Computer Equipment [Member] | Minimum [Member]
Summary of property and equipment
Useful Life	4 years
Computer Equipment [Member] | Maximum [Member]
Summary of property and equipment
Useful Life	7 years

XML

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Property and Equipment (Textual)
Depreciation expense	$ 1,101	$ 0

XML

DEFINITE-LIFE INTANGIBLE ASSETS (Details) - USD ($)	9 Months Ended
	Mar. 31, 2018	Jun. 30, 2017
Useful Life	20 years
Definite-life intangible assets beginning balance	$ 128,101,498
Acquisition	127,771,376
Effect of Currency Translation	10,005
Net Definite-Life Intangible Assets	$ 127,137,725	$ 124,393
Patents [Member]
Useful Life	20 years
Definite-life intangible assets beginning balance	$ 304,520
Acquisition
Effect of Currency Translation	25,602
Definite-life intangible assets Ending balance	$ 330,122
Licensing Agreements [Member]
Useful Life	20 years
Definite-life intangible assets beginning balance	$ 127,771,376
Acquisition	127,771,376
Effect of Currency Translation
Definite-life intangible assets Ending balance
Accumulated Amortization [Member]
Definite-life intangible assets beginning balance	(180,127)
Acquisition	(768,049)
Effect of Currency Translation	(15,597)
Definite-life intangible assets Ending balance	$ (963,773)

XML

DEFINITE-LIFE INTANGIBLE ASSETS (Details 1) - USD ($)	Mar. 31, 2018	Jun. 30, 2017
Schedule of expected future amortization expense
2019	$ 6,404,728
2020	6,404,728
2021	6,404,728
2022	6,404,728
2023	6,404,728
Thereafter	95,114,085
Definite-life intangible assets, net	$ 127,137,725	$ 124,393

XML

DEFINITE-LIFE INTANGIBLE ASSETS (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Jun. 30, 2017
Definite-Life Intangible Assets (Textual)
Definite-life intangible assets	$ 127,137,725		$ 124,393
Amortization expense	$ 764,967	$ 10,869

XML

NOTE RECEIVABLE (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended
	Jul. 14, 2017	Jul. 14, 2017	Mar. 31, 2018	Jun. 30, 2017
Note Receivable (Textual)
Related party exchange for a promissory note executed	$ 500,000
Loan receivable				$ 196,140
Loss on Forgiveness on Note Receivable			$ 457,813
Enochian Biopharma, Inc. [Member]
Note Receivable (Textual)
Related party exchange for a promissory note executed		$ 500,000
Loss on Forgiveness on Note Receivable		$ 457,813

XML

NOTES PAYABLE - RELATED PARTY (Details) - USD ($)	Mar. 31, 2018	Jun. 30, 2017
Summary of notes payable to related parties
Total Notes Payable - Related Party		$ 87,816
Less Current Maturities		(87,817)
Note Payables - Related Party Long Term
Six Percent Promissory Note Payable To Nlbdit Two Zero One Zero Enterprises, LLC [Member]
Summary of notes payable to related parties
Total Notes Payable - Related Party		49,581
Non-Interest Bearing Loan Payable to Sunrise Financial Group Inc. [Member]
Summary of notes payable to related parties
Total Notes Payable - Related Party		$ 38,235

XML

NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Jun. 30, 2017
Notes Payable - Related Party (Textual)
Related party interest	$ 502	$ 579		$ 1,763
Six Percent Promissory Note Payable To Nlbdit Two Zero One Zero Enterprises, LLC [Member]
Notes Payable - Related Party (Textual)
Outstanding balance on note including accrued interest			50,765	$ 49,581
Sunrise Financial Group Inc[Member]
Notes Payable - Related Party (Textual)
Outstanding balance for professional fees paid by a shareholder and amounts advanced to parent	$ 0		$ 0		$ 38,235

XML

CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Details) - USD ($)	Mar. 31, 2018	Jun. 30, 2017
Schedule of convertible notes payable to related parties
Non-Interest Bearing Notes Payable to a Shareholder		$ 120,300
Non-Interest Bearing Notes Payable to a Former Director and Shareholder		240,600
Non-Interest Bearing Notes Payable to a Former Director and Shareholder		52,770
Less Discount		(11,997)
Total Convertible Notes Payable - Related Party		401,673
Less Current Maturities		$ (401,673)

XML

CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($)		1 Months Ended							6 Months Ended	9 Months Ended
	Mar. 09, 2017	Feb. 16, 2018	Nov. 29, 2017	Oct. 31, 2017	Sep. 21, 2016	Aug. 24, 2016	Jul. 19, 2016	Jul. 02, 2016	Dec. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Convertible Notes Payable - Related Party (Textual)
Convertible notes payable		$ 120,300	$ 90,225
Converted into common stock									150,374
March 9 Note [Member]
Convertible Notes Payable - Related Party (Textual)
Convertible notes payable	$ 52,770
Interest rate	3.00%
Common stock at per share	$ 2.00		$ 1.60	$ 1.60
Maturity date	Jun. 30, 2017			Dec. 31, 2017
Discount rate	$ 486
Converted into common stock			32,982
July 19 Note [Member]
Convertible Notes Payable - Related Party (Textual)
Convertible notes payable							$ 60,150
Interest rate							3.00%
Common stock at per share		$ 1.60		$ 1.60			$ 2.00
Maturity date				Dec. 31, 2017			Dec. 31, 2017
Discount rate							$ 2,555
Amortization of discount										$ 3,697	$ 1,216
Converted into common stock		37,594
September 21 Note [Member]
Convertible Notes Payable - Related Party (Textual)
Convertible notes payable					$ 150,375
Interest rate					3.00%
Common stock at per share			$ 1.60	$ 1.60	$ 2.00
Maturity date				Dec. 31, 2017	Dec. 31, 2017
Discount rate					$ 5,630
Amortization of discount										1,202	2,244
Converted into common stock			93,984
August 24 Note [Member]
Convertible Notes Payable - Related Party (Textual)
Convertible notes payable						$ 90,225
Interest rate						3.00%
Common stock at per share			$ 1.60	$ 1.60		$ 2.00
Maturity date				Dec. 31, 2017		Dec. 31, 2017
Trading price						$ 2.05
Discount rate						$ 3,577
Beneficial conversion feature discount						$ 2,256
Amortization of discount										1,610	2,539
Converted into common stock			56,390
July 1 Note [Member]
Convertible Notes Payable - Related Party (Textual)
Convertible notes payable								$ 60,150
Interest rate								3.00%
Common stock at per share		$ 1.60		$ 1.60				$ 2.00
Maturity date				Dec. 31, 2017				Dec. 31, 2017
Trading price								$ 2.50
Discount rate								$ 2,639
Beneficial conversion feature discount								$ 15,038
Amortization of discount										$ 3,697	$ 1,216
Converted into common stock		37,594

XML

LEASES (Details Textual) - USD ($)

9 Months Ended

Nov. 13, 2017

Mar. 31, 2018

Mar. 31, 2017

Leases (Textual)

Rental payments for operating leases

$ 15,385

$ 12,027

lease expenses

$ 0

4,451

Lease premises, description

The Leased Premises consist of approximately 2,325 rentable square feet. The base rent for the Leased Premises increases by 3% each year over the Term, and ranges from approximately $8,719 per month for the first year to $10,107 per month for the two months of the sixth year. The equalized monthly lease payment for the term of the lease is $8,124. The Registrant is entitled to $70,800 in tenant improvement allowance in the form of free rent applied over 10 months in equal installments beginning in January of 2018.

Lease agreement term, description

The Registrant entered into a Lease Agreement for a term of five years and two months from November 1, 2017 (the “Term”).

Virtual Office [Member]

Leases (Textual)

Lease premises, description

The Registrant had an agreement for use of virtual office space at a rate of $450 per month on a month-to-month basis, which was terminable by either party on one month’s notice. This lease was terminated effective November 30, 2017.

Leased Laboratory Space [Member]

Leases (Textual)

Rental payments for operating leases

1,000

Leased Laboratory Space [Member] | DKK [Member]

Leases (Textual)

Rental payments for operating leases

$ 6,300

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STOCKHOLDERS' EQUITY (Details) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Oct. 31, 2017	Mar. 31, 2018	Jun. 30, 2017
Summary of stock option activity
Granted	900,000
Employee Stock Option [Member]
Summary of stock option activity
Outstanding at beginning of period		900,000
Granted		37,912
Exercised		(250,000)
Forfeited
Expired
Outstanding at end of period		687,912	900,000
Vested and expected to vest		687,912
Exercisable end of period		650,000
Weighted average exercise price, Outstanding at beginning of period		$ 2.00
Weighted average exercise price, Granted		8.00
Weighted average exercise price, Exercised		2.00
Weighted average exercise price, Forfeited
Weighted average exercise price, Expired
Weighted average exercise price, Outstanding at end of period		2.36	$ 2.00
Weighted average exercise price, Vested and expected to vest		2.36
Weighted average exercise price, Exercisable end of period		$ 2.00
Average remaining life, Outstanding at beginning of period			1 year 9 months 18 days
Average remaining life, Granted		10 years
Average remaining life, Exercised		1 year 9 months 18 days
Average remaining life, Outstanding at end of period		2 years 2 months 12 days
Average remaining life, Vested and expected to vest		2 years 2 months 12 days
Average remaining life, Exercisable end of period		1 year 9 months 18 days
Weighted average intrinsic value, Outstanding at beginning of period
Weighted average intrinsic value, Granted
Weighted average intrinsic value, Exercised		800,000
Weighted average intrinsic value, Forfeited
Weighted average intrinsic value, Expired
Weighted average intrinsic value, Outstanding at end of period		2,275,000
Weighted average intrinsic value, Vested and expected to vest		2,275,000
Weighted average intrinsic value, Exercisable end of period		$ 2,275,000

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STOCKHOLDERS' EQUITY (Details 1) - Employee Stock Option [Member] - $ / shares	9 Months Ended
	Mar. 31, 2018	Jun. 30, 2017
Summary of stock options outstanding
Options Outstanding, Number Outstanding	687,912	900,000
Options Outstanding, Weighted Average Remaining Contractual Life (years)	2 years 2 months 12 days
Options Outstanding, Weighted Average Exercise Price	$ 2.36	$ 2.00
Options Exercisable, Number Exercisable	650,000
Options Exercisable, Weighted Average Exercise Price	$ 2.00
Exercise Price Range 8.00 [Member]
Summary of stock options outstanding
Exercise Prices	$ 8.00
Options Outstanding, Number Outstanding	37,912
Options Outstanding, Weighted Average Remaining Contractual Life (years)	9 years 10 months 24 days
Options Outstanding, Weighted Average Exercise Price	$ 8.00
Options Exercisable, Number Exercisable
Options Exercisable, Weighted Average Exercise Price
Exercise Price Range 2.00 [Member]
Summary of stock options outstanding
Exercise Prices	$ 2.00
Options Outstanding, Number Outstanding	650,000
Options Outstanding, Weighted Average Remaining Contractual Life (years)	1 year 9 months 18 days
Options Outstanding, Weighted Average Exercise Price	$ 2.00
Options Exercisable, Number Exercisable	650,000
Options Exercisable, Weighted Average Exercise Price	$ 2.00

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STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member]	9 Months Ended
	Mar. 31, 2018 $ / shares shares
Summary of common stock purchase underlying the warrants outstanding
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares	5,838,122
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years)	4 years
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price	$ 1.30
Equivalent Shares Exercisable, Number Exercisable | shares	5,838,122
Equivalent Shares Exercisable, Weighted Average Exercise Price	$ 1.30
Exercise Price Range 1.30 [Member]
Summary of common stock purchase underlying the warrants outstanding
Exercise Prices	$ 1.30
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares	4,500,000
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years)	4 years 3 months 18 days
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price	$ 1.30
Equivalent Shares Exercisable, Number Exercisable | shares	4,500,000
Equivalent Shares Exercisable, Weighted Average Exercise Price	$ 1.30
Exercise Price Range 1.30 [Member]
Summary of common stock purchase underlying the warrants outstanding
Exercise Prices	$ 1.30
Equivalent Shares Underlying Warrants Outstanding, Equivalent Shares | shares	1,338,122
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life (years)	3 years 9 months
Equivalent Shares Underlying Warrants Outstanding, Weighted Average Exercise Price	$ 1.30
Equivalent Shares Exercisable, Number Exercisable | shares	1,338,122
Equivalent Shares Exercisable, Weighted Average Exercise Price	$ 1.30

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STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)										1 Months Ended					3 Months Ended		9 Months Ended
	Mar. 06, 2018	Feb. 28, 2018	Feb. 16, 2018	Feb. 13, 2018	Jul. 12, 2017	Jun. 09, 2017	May 15, 2017	Feb. 16, 2014	Apr. 01, 2001	Nov. 29, 2017	Oct. 31, 2017	Aug. 30, 2017	Apr. 21, 2017	Sep. 15, 2016	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	Jun. 30, 2017	Feb. 12, 2014
Stockholders' Equity (Textual)
Common stock, shares authorized															100,000,000		100,000,000		100,000,000
Common stock, shares issued															36,163,924		36,163,924		12,433,290
Common stock, par value															$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares outstanding															36,163,924		36,163,924		12,433,290
Offering of common stock, shares			75,188							183,356
Common stock price per share			$ 1.60	$ 5.60						$ 1.60		$ 1.80
Proceeds of common stock																	$ 16,712,715
Common stock reserved for issuance															185,053	185,053	185,053	185,053
Share exchange agreement, acquisition percentage									3.08%
Share exchange agreement, shares issued to parent company									123,464
Options granted and outstanding											900,000
Stock based compensation expense															$ 0		$ 626,487
Unrecognized compensation cost related to non-vested options															225,000		225,000
Non-cash compensation expense				$ 105,000								$ 112,837			105,000		$ 217,837	$ 626,487
Expected term (in years)																	3 years 3 months 15 days
Volatility																	189.65%
Risk free interest rate																	0.87%
Dividend yield																	0.00%
Shares issued for compensation as non-cash compensation				18,750								62,687
Convertible promissory note			$ 120,300							$ 90,225
Convertible promissory note one										150,375
Convertible promissory note two										$ 52,770
Employee Stock Option [Member]
Stockholders' Equity (Textual)
Offering of common stock, shares														300,000
Options granted and outstanding																	37,912
Intrinsic value of stock option															2,275,000		$ 2,275,000
Maturity date														Dec. 31, 2019
Strike price														$ 2.00
Weighted average intrinsic value, exercisable															$ 2,275,000		$ 2,275,000
Weighted average exercise price																	$ 8.00
Expected life, granted																	10 years
2014 Equity Incentive Plan [Member]
Stockholders' Equity (Textual)
Common stock reserved for issuance								1,206,000
Options granted and outstanding	15,088	22,824						30,304
Strike price	$ 6.00	$ 5.95
Volatility	174.34%	174.34%
Risk free interest rate	2.88%	2.77%
Dividend yield	0.00%	0.00%
Weighted average exercise price	$ 8.00	$ 8.00
Expected life, granted	10 years	10 years
Fair value of share based awards	$ 45,000	$ 45,000
Warrant [Member]
Stockholders' Equity (Textual)
Proceeds of common stock			$ 3,295,000
Warrants issued to purchase shares of common stock			2,400,000
Non-cash compensation expense													$ 115,754
Warrants issued for consulting services													100,000
Expected term (in years)													5 years
Volatility													188.00%
Risk free interest rate													1.77%
Dividend yield													0.00%
Warrant [Member] | Maximum [Member]
Stockholders' Equity (Textual)
Strike price			$ 2.00
Warrant [Member] | Minimum [Member]
Stockholders' Equity (Textual)
Strike price			$ 1.60
Common Stock [Member]
Stockholders' Equity (Textual)
Common stock, par value																				$ 0.0001
Private Placement [Member]
Stockholders' Equity (Textual)
Offering of common stock, shares			1,677,130		1,231,561
Common stock price per share			$ 8.00		$ 1.30		$ 1.30
Sold of common stock							2,700,000
Proceeds of common stock							$ 3,510,000
Warrants issued to purchase shares of common stock							5,400,000
Strike price							$ 1.30
Proceeds from stock offering, net			$ 13,417,040		$ 1,601,029
Consulting Agreement [Member]
Stockholders' Equity (Textual)
Offering of common stock, value						$ 240,000
Offering of common stock, shares						200,000
Common stock price per share						$ 1.20
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member]
Stockholders' Equity (Textual)
Shares issued on business combination			18,081,962
Common shares contingently issuable															6,488,122		6,488,122
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Warrant [Member]
Stockholders' Equity (Textual)
Shares issued on business combination			5,838,122
Agreement and Plan of Merger (the "Acquisition Agreement") [Member] | Enochian Biopharma Inc. and Weird Science LLC [Member] | Common Stock [Member]
Stockholders' Equity (Textual)
Shares issued on business combination			650,000
Acquisition Agreement [Member]
Stockholders' Equity (Textual)
Offering of common stock, shares			18,081,962
Common stock price per share			$ 5.20

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Feb. 16, 2018

Jul. 14, 2017

Dec. 16, 2013

Dec. 29, 2017

Mar. 31, 2018

Mar. 31, 2017

Mar. 31, 2018

Mar. 31, 2017

Consulting expenses

$ 359,783

$ 162,739

$ 815,881

$ 345,518

Common stock reserved for issuance

185,053

185,053

185,053

185,053

Terminate of agreement

180 days

Payments for royalty period

20 years

Related party exchange for a promissory note executed

$ 500,000

Consulting Agreement [Member]

Consulting agreement, description

On December 29, 2017 the Registrant entered into a consulting agreement with RS Group ApS, a company owned and controlled by 2 directors for consulting services from October 1, 2017 through March 31, 2018.In consideration for the consulting services, the Registrant will pay RS Group ApS $367,222. At March 31, 2017 the Registrant had a payable to RS Group ApS of $0.

Consulting Agreement [Member] | Carl Sandler [Member]

Consulting agreement, description

On February 16, 2018 the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant. In consideration for his services actually rendered, the Registrant shall pay $10,000  per month for 3 months.

Consulting expenses

$ 10,000

Consulting Agreement [Member] | Weird Science [Member]

Consulting agreement, description

On February 16, 2018 the Registrant entered into a consulting agreement with Weird Science. In consideration for consulting services, the Registrant shall pay up to $30,000 per month.

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

Feb. 16, 2018

Dec. 29, 2017

Oct. 31, 2017

Sep. 15, 2016

Mar. 31, 2018

Mar. 31, 2017

Dec. 31, 2017

Mar. 31, 2018

Mar. 31, 2017

Feb. 13, 2018

Nov. 29, 2017

Aug. 30, 2017

Related Party Transaction [Line Items]

Shares price, per share

$ 1.60

$ 5.60

$ 1.60

$ 1.80

Stock option grants

900,000

Non-cash compensation

$ 105,000

$ 0

$ 217,837

$ 626,487

Debt conversion shares issued

150,374

Consulting expenses

359,783

$ 162,739

$ 815,881

$ 345,518

Officers And Directors [Member] | Employee Stock Option [Member]

Related Party Transaction [Line Items]

Stock option grants

900,000

Ape Invest As [Member]

Related Party Transaction [Line Items]

Financial service agreement, description

The agreement called for a monthly payment of $20,000 with a $100,000 retainer payment due November 1, 2016.

Lease expiration date

Jun. 09, 2017

Board of Directors Chairman [Member]

Related Party Transaction [Line Items]

Shares price, per share

$ 2.00

Non-cash compensation

$ 626,487

Lease expiration date

Dec. 31, 2019

Consulting Agreement [Member]

Related Party Transaction [Line Items]

Consulting agreement, description

On December 29, 2017 the Registrant entered into a consulting agreement with RS Group ApS, a company owned and controlled by 2 directors for consulting services from October 1, 2017 through March 31, 2018.In consideration for the consulting services, the Registrant will pay RS Group ApS $367,222. At March 31, 2017 the Registrant had a payable to RS Group ApS of $0.

Consulting Agreement [Member] | Carl Sandler [Member]

Related Party Transaction [Line Items]

Consulting agreement, description

On February 16, 2018 the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant. In consideration for his services actually rendered, the Registrant shall pay $10,000  per month for 3 months.

Consulting expenses

$ 10,000

Consulting Agreement [Member] | Weird Science [Member]

Related Party Transaction [Line Items]

Consulting agreement, description

On February 16, 2018 the Registrant entered into a consulting agreement with Weird Science. In consideration for consulting services, the Registrant shall pay up to $30,000 per month.