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. 4)*
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)
May 29, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 29350E104
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only). | ||
| Weird Science LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (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- | ||
| ficially by | 8. | Shared Voting Power 4,900,1141 |
| Owned by Each | ||
| Reporting | 9. | Sole Dispositive Power 0 |
| Person With |
| 10. | Shared Dispositive Power 4,900,1141 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,900,114 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| 13. | Percent of Class Represented by Amount in Row (11) 10.5%2 |
| 14. | Type of Reporting Person (See Instructions) OO |
_____________________________
1 William Anderson Wittekind (“Wittekind”) and Carl Sandler (“Sandler”) share voting and dispositive power over such shares by virtue of their status as managers of Weird Science LLC (“Weird Science”) as of the date of the event reported herein.
2 Based upon 46,497,409 shares of common stock outstanding as of May 12, 2020, as disclosed in the issuer’s definitive proxy statement filed with the Commission on May 22, 2020.
CUSIP No. 29350E104
| 1. | Names of Reporting Persons. | |
| I.R.S. Identification Nos. of above persons (entities only). | ||
| William Anderson Wittekind |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (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 3,509,056 |
| Shares Bene- | ||
| ficially by | 8. | Shared Voting Power 4,900,1143 |
| Owned by Each | ||
| Reporting | 9. | Sole Dispositive Power 3,509,056 |
| Person With |
| 10. | Shared Dispositive Power 4,900,1143 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 8,409,170 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x |
| 13. | Percent of Class Represented by Amount in Row (11) 18.1.4 |
| 14. | Type of Reporting Person (See Instructions) I |
_____________________________
3 Consists of 4,900,114 shares owned by Weird Science. Wittekind and Sandler share the power to vote and the power to dispose of the shares owned by Weird Science by virtue of their status as managers of Weird Science as of the date of the event reported herein. Excludes 10,527,171 shares owned by Wittekind’s spouse, of which Wittekind disclaims beneficial ownership pursuant to Rule 13d-4 (17 CFR 240.13d-4).
4 Based upon 46,497,409 shares of common stock outstanding as of May 12, 2020, as disclosed in the issuer’s definitive proxy statement filed with the Commission on May 22, 2020.
EXPLANATORY NOTE
This Amendment No. 4 amends the Schedule 13D filed by Weird Science LLC, a California limited liability company (“Weird Science”) and William Anderson Wittekind, a member and manager of Weird Science (“Wittekind” and, together with Weird Science, the “Reporting Persons”), with respect to the shares of common stock, par value $0.0001 per share (“Common Stock”) of Enochian Biosciences Inc. (the “Issuer”) received by Weird Science pursuant to that certain Agreement and Plan of Merger dated January 12, 2018 (the “Merger Agreement”) by and among the Issuer (then known as DanDrit BioTech USA, Inc.), DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer (“Merger Sub”), Enochian Biopharma, Inc., a Delaware corporation (“Target”), and Weird Science, in its capacity as the majority stockholder of the Target, as amended by Amendment No. 1, Amendment No. 2 and Amendment 3 thereto.
Capitalized terms used but not defined in this Amendment No. 4 have the meanings given to such terms in the initial Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto.
| Item 5. | Interests in Securities of the Issuer |
(a)-(c) On or about May 29, 2020, Weird Science distributed 17,545,283 shares of Common Stock to its members on a pro rata basis, consisting of 3,509,056 shares of Common Stock to Wittekind, 3,509,056 shares of Common Stock to Sandler and 10,527,171 shares of Common Stock to Gumrukcu.
Based upon 46,497,409 shares of Common Stock outstanding as of May 12, 2020 as disclosed in the Issuer’s proxy statement filed with the Commission on May 22, 2020, after giving effect to Weird Science’s pro rata distribution on or about May 29, 2020:
| · | Weird Science owned 4,900,114 shares of Common Stock, comprising 10.5% of the Issuer’s issued and outstanding Common Stock; |
| · | Wittekind beneficially owned 8,409,170 shares of Common Stock (including the 4,900,119 shares owned by Weird Science, of which Wittekind shares beneficial ownership with Sandler by virtue of Wittekind’s status as a manager of Weird Science, but excluding the 10,527,171 shares owned by Gumrukcu, Wittekind’s spouse, of which Wittekind disclaims beneficial ownership pursuant to Rule 13d-4 (17 CFR 240.13d-4), comprising 18.1% of the Issuer’s issued and outstanding Common Stock; |
| · | Sandler beneficially owned 8,424,780 shares of Common Stock (including the 4,900,119 shares owned by Weird Science, of which Sandler shares beneficial ownership with Wittekind by virtue of Sandler’s status as a manager of Weird Science, and 15,605 shares of Common Stock underlying options granted to Sandler in exchange for his service as a director of the Issuer) comprising 18.1% of the Issuer’s issued and outstanding Common Stock; and |
| 4 |
| · | Gumrukcu beneficially owned 10,527,171 shares of Common Stock, comprising 22.6% of the Issuer’s issued and outstanding Common Stock. Such beneficial ownership excludes the shares owned by Wittekind, Gumrukcu’ spouse, as of such date. Gumrukcu disclaimed beneficial ownership of the shares owned by Wittekind in footnote 7 to the table entitled “Security Ownership of Certain Beneficial Owners and Management” included in the Issuer’s Form 10-K/A filed with the Commission on October 28, 2020. |
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 1 | Joint Filing Agreement (previously filed and incorporated by reference to Exhibit 1 of the Schedule 13D). |
| 5 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 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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