Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
Enochian Biosciences Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
29350E 104
(CUSIP Number)
Weird Science LLC
8581 Santa Monica Blvd. #317
West Hollywood, CA 90069
Attention: William Anderson Wittekind
(424) 279-8792
with a copy to:
Patrick T. McCloskey
McCloskey Law PLLC
425 Madison Avenue, Suite 1700
New York, NY 10017
(646) 970.0611
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 29350E104
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only). | ||
| Weird Science LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) |
| (b) | x |
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions) OO |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization California |
| Number of | 7. | Sole Voting Power 0 |
| Shares Bene- | ||
| f icially by | 8. | Shared Voting Power 18,814,1631 |
| Owned by Each | ||
| Reporting | 9. | Sole Dispositive Power 0 |
| Person With |
| 10. | Shared Dispositive Power 18,814,1631 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 18,814,163 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| 13. | Percent of Class Represented by Amount in Row (11) 48.5%2 |
| 14. | Type of Reporting Person (See Instructions) OO |
_____________________________
1 William Anderson Wittekind (“Wittekind”) and Carl Sandler (“Sandler”) share voting and dispositive power over such shares by virtue of their status as managers of Weird Science LLC (“Weird Science”) as of the date of the event reported herein.
2 Based upon 38,789,310 shares of common stock outstanding as of December 31, 2018, as disclosed in the issuer’s Form 10-Q filed with the Commission on February 13, 2019.
CUSIP No. 29350E104
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only). | ||
| William Anderson Wittekind |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) |
| (b) | x |
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions) OO |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States |
| Number of | 7. | Sole Voting Power 0 |
| Shares Bene- | ||
| ficially by | 8. | Shared Voting Power 18,814,1633 |
| Owned by Each | ||
| Reporting | 9. | Sole Dispositive Power 0 |
| Person With |
| 10. | Shared Dispositive Power 18,814,1633 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 18,814,163 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| 13. | Percent of Class Represented by Amount in Row (11) 48.54 |
| 14. | Type of Reporting Person (See Instructions) I |
_____________________________
3 Consists of 18,814,163 shares owned by Weird Science. Wittekind and Sandler share the power to vote and the power to dispose of such shares by virtue of their status as managers of Weird Science as of the date of the event reported herein.
4 Based upon 38,789,310 shares of common stock outstanding as of December 31, 2018, as disclosed in the issuer’s Form 10-Q filed with the Commission on February 13, 2019.
EXPLANATORY NOTE
This Amendment No. 2 amends the Schedule 13D filed by Weird Science LLC, a California limited liability company (“Weird Science”) and William Anderson Wittekind, a member and manager of Weird Science (“Wittekind” and, together with Weird Science, the “Reporting Persons”), with respect to the shares of common stock, par value $0.0001 per share (“Common Stock”) of Enochian Biosciences Inc. (the “Issuer”) received by Weird Science pursuant to that certain Agreement and Plan of Merger dated January 12, 2018 (the “Merger Agreement”) by and among the Issuer (then known as DanDrit BioTech USA, Inc.), DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer (“Merger Sub”), Enochian Biopharma, Inc., a Delaware corporation (“Target”), and Weird Science, in its capacity as the majority stockholder of the Target, as amended by Amendment No. 1 thereto.
Capitalized terms used but not defined in this Amendment No. 2 have the meanings given to such terms in the initial Schedule 13D, as amended by Amendment No. 1 thereto.
| Item 5. | Interests in Securities of the Issuer |
(a)-(c) On or about December 31, 2018 Weird Science received 1,268,880 shares of Common Stock as Earn-Out Stock pursuant to the Merger Agreement, increasing the number of shares of Common Stock owned by Weird Science to 18,814,163. As managers of Weird Science, Wittekind and Sandler share the power to vote and the power to dispose of these shares. Based upon 38,789,310 shares of Common Stock outstanding as of December 31, 2018, as disclosed in the Issuer’s Form 10-Q filed with the Commission on February 13, 2019, Weird Science’s ownership after this issuance comprised 48.5% of the Issuer’s issued and outstanding Common Stock.
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 1 | Joint Filing Agreement (previously filed and incorporated by reference to Exhibit 1 of the Schedule 13D). |
| 4 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No.2 is true, complete and correct.
Date: May 19, 2023
| WEIRD SCIENCE LLC | |||
| By: | /s/ William Anderson Wittekind | ||
| Name: William Anderson Wittekind | |||
| Title: Manager | |||
| /s/ William Anderson Wittekind | |||
| WILLIAM ANDERSON WITTEKIND | |||
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