See accompanying notes to the unaudited condensed consolidated financial statements.

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

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 ~~– ACQUISITION OF ENOCHIAN BIOSCIENCES~~— PROPERTY AND EQUIPMENT

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.

	Useful Life		March 31, 2019			June 30, 2018
Lab Equipment and Instruments		4-7	$	499,755		$	202,197
Leasehold Improvements		10	$	194,778			—
Furniture Fixtures and Equipment		4-7	$	68,643		$	58,977
Total			$	763,176		$	261,174
Less Accumulated Depreciation			$	(19,654	)	$	(233,772	)
Net Property and Equipment			$	743,522		$	27,402

~~On February 16,~~

During the nine-months end March 31, 2019, and 2018, ~~the Registrant issued 18,081,962 shares~~respectively had depreciation expense of ~~Common Stock~~$17,056, 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.$1,101.

The ~~transaction was accounted for in accordance with the provisions~~Company disposed of ~~ASC 805-10, Business Combinations. The Company retained independent appraisers to advise management~~assets valued at $231,174 in the ~~preliminary determination of~~nine months ended March 31, 2019.

ENOCHIAN BIOSCIENCES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — DEFINITE-LIFE INTANGIBLE ASSETS

During February 2018, the ~~fair value of the various assets~~Company 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 pricea License Agreement (as licensee) to the ~~underlying tangible and intangible assets in the financial statements are subject to change~~HIV therapy being developed 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 recognitionENO-1001 which consists 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,~~sub-licensable, 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, and/or 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.~~

~~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 (the “License”).

At March 31, 2019 and June 30, 2018, definite and indefinite-life intangible assets consisted of the following:

								Effect of Currency
	Useful Life	March 31, 2019			Period Change			Translation				June 30, 2018
Patents	20 Years	$	298,428					$	(12,540	)	$	310,968
License Agreement	20 Years	$	154,824,000					$	—		$	154,824,000

Goodwill		$	11,640,000					$	—		$	11,640,000
Total		$	166,762,428		$	—		$	(12,540	)	$	166,774,968
Less Accumulated Amortization		$	(8,844,864	)	$	(5,825,392	)	$	20,037		$	(3,039,509)
Net Definite-Life Intangible Assets		$	157,917,564		$	(5,825,392	)	$	7,497		$	163,735,459

The Amortization expense for the three and nine months ended March 31, ~~2018~~2019, respectively were $3,860,712 and ~~2017 was $764,967 and $10,869, respectively.~~$5,813,864.

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

Year ending June 30,
2019	$	1,939,187
2020	$	7,756,790
2021	$	7,756,790
2022	$	7,756,790
2023	$	7,756,790
Thereafter	$	113,311,217

	$	146,277,564

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~~Following the fourth quarter of each year, ~~Management~~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.

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 toEBI~~ 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.

~~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 $90,225with a shareholder of the Registrant (the “August 24 Note”). TheAugust 24 Notewas later acquired by an entity controlled by a then board member and shareholder of the Registrant. TheAugust 24 Notehad 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 theAugust 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~~.

~~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”).TheSeptember 21 Notewas 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~~4 — 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. The Sub Lease Agreement was terminated on July 18, 2018.

On June 19, 2018, the Registrant entered into a Lease Agreement for a term of ten years from September 1, 2018 with Century City Medical Plaza Land Co., Inc., pursuant to which the Company agreed to lease approximately 2,453 rentable square feet. On February 20, 2019, the Registrant entered into an Addendum to the original Lease Agreement with an effective date of December 1, 2019, where it expanded the lease area to include another 1,101 square feet for a total rentable 3,554 square feet. The base rent increases by 3% each year, and ranges from $17,770 per month for the remainder of the first year to $23,186 per month for the tenth year. The Company is entitled to $108,168 in contributions toward tenant improvements.

For the three and nine months ended March 31, 2018, ~~and March 31, 2017 the~~ lease ~~expenses~~expense charged to general and administrative expenses amounted to $62,638 and $236,991, respectively, and $0 and $15,385 ~~and $12,027, respectively . For~~for the three and nine months ended March 31, ~~2018 and March 31, 2017~~2018.

Below are the lease ~~expenses charged to general~~commitments for the next 5 years and ~~administrative expenses amounted to $0 and $4,451, respectively.~~thereafter:

Year Ending June 30^th		Lease Expense
	2019	$	81,059
	2020	$	331,787
	2021	$	341,741
	2022	$	351,993
	2023 and thereafter	$	1,672,528
	Total	$	2,779,108

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 95 — STOCKHOLDERS’ EQUITY

Acquisition of DanDrit Denmark— At March 31, 2019 and June 30, 2018, the Registrant maintained a reserve of 129,596 Escrow Shares, respectively, all of which are reflected as issued and outstanding in the accompanying financial statements. The Escrow Shares are reserved to acquire the 86,490 and 123,464 shares held by non-consenting shareholders of DanDrit Denmark at March 31, 2019 and 2018, respectively, in accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark. During the year ended June 30, 2018, the Registrant issued 55,457 shares of Common Stock to such non-consenting shareholders of DanDrit Denmark. On November 15, 2018, the Company changed the name of DanDrit BioTech ApS to Enochian BioSciences Denmark ApS.

Stock Grants -On September 15, 2016, 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 on 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.

Grant Warrants/ Plan Options

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 403,091 shares of Common Stock.

On September 19, 2018, the Company increased the compensation of the Board’s existing independent directors who are members of committees of the Board to $60,000 per year, along with an increase of the annual compensation to the Chair of the Audit Committee to $15,000 per year and the addition of cash retainers in the amount of $7,500, $5,000 and $4,000 to the members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, respectively. In addition, the Company granted additional options to the existing independent directors who are members of committees of the Board to increase their non-cash compensation to $75,000 per annum. All newly granted options will have exercise prices as of the market price of the Company’s common stock on the date of grant.

On October 30, 2018, the Company granted options to a new independent director in the amount of $75,000, with a three-year vesting period and exercisable at the market price of the Company’s common stock on the date of grant.

On November 21, 2018, the Company granted 300,000 fully vested options to the newly named Executive Vice-Chair of the Board exercisable at the market price of the Company’s common stock on the date of grant.

No options were granted, exercised or expired during the quarter-ended March 31, 2019.

A summary of the status of the Plan Options and Grant Warrants outstanding at March 31, 2019 is presented below:

Options Outstanding					Options Exercisable
	Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price	Number Exercisable	Weighted Average Exercise Price
	$ 8.00	69,235	9.07	$ 8.00	12,350	$ 8.00
	5.74	15,679	9.48	5.74	15,679	5.74
	3.95	5,064	9.34	3.95	-	-
	2.00	650,000	0.75	2.00	650,000	2.00
	5.72	13,113	9.59	5.72	-	-
	$ 6.50	300,000	9.65	$ 6.50	300,000	$ 6.50
Total	$ -	1,053,091	4.12	$ 3.79	978,029	$ 3.38

Preferred Stock— The Registrant has 10,000,000 authorized shares of Preferred Stock, par value $0.0001 per share. At March 31, 2019, and June 30, 2018 there were zero shares issued and outstanding.

Common Stock— The Registrant has 100,000,000 authorized shares of Common Stock, par value $0.0001 per share. ~~As of~~At March 31, ~~2018,~~2019, and June 30, ~~2017,~~2018, there were ~~36,163,924~~38,789,310 and ~~12,433,290~~36,163,924 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~~the 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,~~Enochian Biopharma, with ~~EBI~~Enochian Biopharma as the surviving corporation.As consideration for the Acquisition, the stockholders of ~~EBI~~Enochian Biopharma received (i) 18,081,962 shares of Common Stock, and (ii) the right to receive ~~earn-out shares of Common Stock~~Contingent Shares 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~~At March 31, ~~2018, 6,488,122 common shares~~2019, 5,180,429 Contingent Shares are ~~contingently~~ issuable in connection with the Acquisition of ~~EBI.~~Enochian Biopharma.

~~Acquisition of DanDrit Denmark~~Common Stock Issuances — ~~185,053 Escrow Shares are reserved by~~On December 27, 2018, 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.

~~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~~1,307,693 shares of Common Stock in exchange for ~~issuance~~an equal number of warrants exercisable at $1.30. Proceeds received by the Company amounted to $1.7 million. In addition, on December 27, 2018, in accordance with the ~~terms~~Acquisition Agreement, the Company issued an equal number of ~~the Plan. To date the Registrant has granted options under the Plan (“Plan Options”) to purchase 30,304~~ shares , 1,307,693, of Common Stock

~~A summary~~ to the stockholders 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 valueEnochian Biopharma. . These Contingent Shares, as defined, were valued at the closing market stock price on date of ~~exercise (for shares exercised) or at March 31, 2018 (for outstanding Grant Warrants), less the applicable exercise price.~~

issuance of $7.20 per share. The ~~Registrant recognized stock-based compensation expense related~~Company recorded a charge of $9.4 million 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 Scholeschange in fair value of ~~$45,000, to three board members in consideration of their service to~~contingent consideration. No Common Stock was issued during the ~~Registrant, which vest annually in equal amounts over 3 years beginning after the first full year of board service.~~quarter-ended March 31, 2019.

~~Pursuant to the Plan on March 6, 2018, when the stock price was $6.00 per share, the Board granted Plan~~Recognition of 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~~stock option awards to employees and ~~Grant Warrants to employees~~directors based on their grant-date fair value. The value of each ~~Grant Warrant~~stock option 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~~stock options granted ~~during 2016 were life~~using the Black-Scholes option-pricing model are as follows:

The Company recognized stock-based compensation expense (excluding other non-cash compensation expense) related to the options of $96,733 and ~~expected term~~$105,000 for the three months ended March 31, 2019 and 2018, respectively, and $1,962,958 and $217,837 for the nine months ended March 31, 2019 and 2018, respectively. At March 31, 2019, the Company had approximately $201,959 of ~~3.29 years, volatility of 189.65%, risk free interest rate of 0.87% and dividend yield of 0%,~~unrecognized compensation cost related to non-vested options.

A summary of the status of the Plan Options and the Grant Warrants ~~issued to an officer, and two (now former) directors outstanding~~ at March 31, ~~2018 is~~2019 and changes during the the three month period are 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

		Weighted Average	Average	Weighted Average
	Shares	Exercise Price	Remaining Life	Intrinsic Value

Outstanding at beginning of period	1,053,091	3.79	4.36	$3,451,984
Granted	-	-	-	-
Exercised	-	-	-	-
Forfeited	-	-	-	-
Expired	-	-	-	-
Outstanding at end of period	1,053,091	3.79	4.12	$ 3,392,952
Vested and expected to vest	978,029	3.38	3.52	$ 3,348,725
Exercisable end of period	978,029	3.38	3.52	$ 3,348,725

At March 31, 2019, all Grant Warrants are exercisable, and 328,029 Plan Options are exercisable. The total intrinsic value of options at March 31, 2019 was $3,392,592. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) at March 31, 2019 (for outstanding options), less the applicable exercise price.

ENOCHIAN BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — STOCKHOLDERS’ EQUITY (Continued)

Common Stock Purchase Warrants

A summary of the status of shares of Common Stock which can be purchased underlying the warrants outstanding for the three month period at March 31, ~~2018~~2019 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

					Weighted Average	Weighted Average
				Shares	Exercise Price	Remaining Life

Outstanding at beginning of period				4,530,429	$ 1.34	3.38
Granted				-	-	-
Exercised				-	-	-
Cancelled/Expired				-	-	-
Outstanding at end of period				4,530,429	$ 1.34	3.12
Exercisable end of period				4,530,429	$ 1.34	1.34


		Equivalent Shares	Underlying Warrants	Outstanding	Equivalent Shares Exercisable
	Exercise Prices	Equivalent Shares	Weight Average Remaining Contractual Life (years)	Weight Average Exercise Price	Number Exercisable	Weighted Average Exercise Price
	$ 1.30	4,505,429	3.13	$ 1.30	4,505,429	$ 1.30
	$ 8.00	25,000	1.88	$ 8.00	25,000	$ 8.00

	Total	4,530,429	3.12	$ 1.34	4,530,429	$ 1.34

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.

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 106 — COMMITMENTS AND CONTINGENCIES

Consulting Agreements– On ~~February 16,~~July 9, 2018, the ~~Registrant~~Company entered into a consulting agreement with ~~Weird Science under which Weird Science will provide ongoing medical services related~~G-Tech Bio, LLC, a California limited liability company (“G-Tech”) to assist the Company with the development of the ~~Company’s products~~gene therapy and cell therapy modalities for the prevention, treatment, amelioration of HIV in humans, and ~~cancer. In consideration~~with the development of a genetically enhanced Dendritic Cell for ~~such~~use as a wide spectrum platform for various diseases (including but not limited to cancers and infectious diseases) (the “G-Tech Agreement”). G-Tech is entitled to consulting ~~services,~~fees for 20 months, with a monthly consulting fee of not greater than $130,000 per month. G-Tech is controlled by certain members of Weird Science. For the ~~Company will pay up~~three and nine months ended March 31, 2019, $375,000 and $1,125,000, respectively, was charged to ~~$30,000 per month for the~~research and development expenses in our Condensed Consolidated Statements of Operations related to this consulting ~~services.~~agreement.

On February 16, 2018, the Registrant entered into a consulting agreement with Carl Sandler, a board member and shareholder of the Registrant (through his holdings in Weird Science) for services related to clinical development and new business opportunities. In consideration for ~~his~~ services actually rendered, the Registrant ~~will pay~~paid $10,000 per month for 36 months. For the three and nine months ended March 31, ~~2018,~~2019, Carl Sandler was paid ~~$10,000~~$0 and $15,000, respectively, for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount ~~is included in “Consulting Expenses”~~was charged to consulting expenses in our Condensed Consolidated ~~Statement~~Statements of Operations.

~~Pre-Clinical Trial Loan~~~~– On July 14, 2017, the Registrant agreed to loan toEBI~~ 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~~non-consenting shareholders–In connection with the Share Exchange ~~agreement~~ certain shareholders of ~~Dandrit~~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~~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~~shares of Common Stock of the Company that each such ~~non-consenting shareholder~~Non-Consenting Shareholder would have been entitled to receive if such shareholder had consented to the Share Exchange. During the year ended June 30, 2018, the Registrant issued 55,457 shares of Common Stock to such non-consenting shareholders of DanDrit Denmark. The ~~185,053 Escrow Shares~~129,596 remaining shares have been reflected as issued and outstanding in the accompanying financial statements.

ENOCHIAN BIOSCIENCES, INC. AND SUBSIDIARIES

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.

Product liability-The contract production services for therapeutic products offered exposes an inherent risk of liability as bio therapeutic substances manufactured, at the request and to the specifications of customers, could foreseeably cause adverse effects. The Company seeks to obtain agreements from contract production customers indemnifying and defending the Company from any potential liability arising from such risk. There can be no assurance, however, that the Company will be successful in obtaining such agreements in the future or that such indemnification agreements will adequately protect the Company against potential claims relating to such contract production services. The Company may also be exposed to potential product liability claims by users of its products. A successful partial or completely uninsured claim against the Company could have a material adverse effect on the Company’s operations.

Employment and Service Agreements-- The Company ~~and its subsidiaries have~~had an employment agreement with Eric Leire, the former Chief Executive Officer with a base compensation of $313,775. The Company also had a services agreement with Crossfield, Inc. an entity controlled by Robert Wolfe, the former acting Chief Financial officer with a base compensation of $240,000. The Company maintains employment agreements with ~~officers~~other staff in the ordinary course of business. As of January 7, and ~~certain employees of each respective entity.~~9, 2019, respectively, Eric Leire and Robert Wolfe are no longer with the Company.

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.

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

~~Between July 1,~~On September 15, 2016, ~~and March 9, 2017,~~ the Registrant ~~entered into~~recorded $626,487 in stock-based compensation for the ~~2016/2017 Notes with shareholders~~grant of 900,000 Grant Warrants to employees, officers, and certain directors of the Registrant, ~~one of whom is a former director of the Registrant (see Note 7). On October 31, 2017, the Registrant executed amendments~~which were fully vested upon grant, 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~~purchase shares of Common Stock at ~~$1.60~~$2.00 per share ~~and mature~~which expire on December 31, ~~2017.~~2019. The ~~holders~~Grant Warrants contain certain anti-dilution provisions applicable in the discretion of the ~~2016/2017 Notes have converted such notes into 150,374 shares of Common Stock (See Note 7).~~ Company. At March 31, 2019, there were 650,000 Grant warrants outstanding.

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 ,~~Enochian Biopharma, the Registrant paid RS Group ApS ~~$367,222.~~

~~On July 1, 2016, the Registrant entered into a~~$367,222, this amount was charged to 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 applicableexpenses in the ~~discretion of the Company.~~nine months ended March 31, 2018.

On February 16, 2018, the Registrant entered into a consulting agreement with Carl Sandler, who subsequently became a board member and shareholder of the Registrant (through his holdings in Weird Science) for services related to clinical development and new business opportunities. In consideration for ~~his~~ services actually rendered, the Registrant ~~shall pay~~paid $10,000 per month for 36 months. For the three and nine months ended March 31, ~~2018,~~2019, Carl Sandler was paid ~~$10,000~~$0 and $15,000, respectively, for consulting services. The agreement with Mr. Sandler terminated pursuant to its terms on August 16, 2018. This amount ~~is included in “Consulting Expenses”~~was charged to consulting expenses in our Condensed Consolidated ~~Statement~~Statements of Operations.

Consulting Agreements – On ~~February 16,~~July 9, 2018, the ~~Registrant~~Company entered into a consulting agreement with G-Tech Bio, LLC, a California limited liability company (“G-Tech”) to assist the Company with the development of the gene therapy and cell therapy modalities for the prevention, treatment, amelioration of HIV in humans, and with the development of a genetically enhanced Dendritic Cell for use as a wide spectrum platform for various diseases (including but not limited to cancers and infectious diseases) (the “G-Tech Agreement”). G-Tech is entitled to consulting fees for 20 months, with a monthly consulting fee of not greater than $130,000 per month. G-Tech is controlled by certain members of Weird Science. ~~In consideration for~~For the three and nine months ended March 31, 2019, $375,000 and $1,125,000, respectively, was charged to research and development expenses in our Condensed Consolidated Statements of Operations related to this consulting ~~services, the Registrant shall pay up to $30,000 per month.~~agreement.

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. ~~The following material~~There have been no subsequent events ~~occurred:~~of a significant and reportable nature as of May 10, 2019.

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.

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

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.

~~The Company is~~We are a ~~biopharmaceutical~~pre-clinical stage biotechnology company ~~focused~~committed to using our genetically modified cellular and immune-therapy technologies to prevent or potentially cure HIV and to potentially provide life-long cancer remission of some of the deadliest cancers. We do this by genetically modifying, or re-engineering, different types of cells, depending on the ~~development~~therapeutic area, and then injecting or reinfusing the re-engineered cells back into the patient to provide treatment. In some of ~~therapies aimed at the treatment of HIV/AIDS and cancer. The Company~~our interventions, immunotherapy 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.~~used.

~~Our clinical development strategy is to open an Investigational New Drug “~~~~IND”~~~~(The first step~~Human Immunodeficiency Virus, or HIV, and Acquired Immunodeficiency Syndrome, or AIDS

HIV attacks the body’s own immune system, specifically killing off CD4+ cells, or T-cells. Left untreated, HIV reduces the number of T-cells in the ~~drug review process~~body, leading to AIDs, a condition where the body cannot fight off common infections and disease.

Currently there are over 30 antiretroviral drugs, or ART, approved by the ~~U.S. Food~~FDA to treat HIV patients but these drugs are expensive, require daily adherence and ~~Drug Administration)~~can have significant side effects over time. In addition, approximately 1 million people, including in high-income countries, continue to die from HIV/AIDS due to resistance to ART or lack of access. Today there are no treatments which can eliminate the reservoir of cells that contain HIV from the body. In other words, treatment is life-long.

There have been several efforts to cure HIV by re-engineering a person’s own T-cells so that such cells no longer express C-C chemokine receptor type 5, also known as CCR5, which is an essential co-receptor for ~~ENO-1001~~HIV to enter T-cells. A mutation that blocks expression of CCR5 on T-cells occurs in a small percentage of people with no known adverse effects. The “Berlin patient” is an HIV-positive person who developed cancer and was treated with a bone marrow transplant with cells derived from a person with a naturally occurring deletion of CCR5. The Berlin patient seems to ~~continue our research~~be effectively cured from HIV. Therefore, several researchers and ~~development~~companies have attempted to replicate the experience of ~~ENO-4001~~the Berlin patient by genetically modifying the T-cells of HIV-positive patients and ~~ENO-4002 including but~~reinfusing them with T-cells that do not ~~limited~~express CCR5. However, the uptake, or engraftment of the modified, reinfused cells has not been optimal, leading to a ~~randomized multicenter~~failure to achieve a cure. In addition, the transplant conditioning that has been used is myeloablative chemotherapy, wiping out the patient’s immune system, which has inherent risks and can have long term side-effects including the risk of developing cancer.

ENOB-HV-01 is a novel, proprietary approach with the potential to overcome the failures of recent efforts. The intervention: 1) provides gene-modified, reinfused cells with a competitive advantage over non-modified cells in the HIV-positive person, with the potential to significantly increase engraftment; and 2) avoids the need for myeloablative chemotherapy and, in fact, could potentially be given on an outpatient basis.

We also plan to develop ENOB-HV-11 and ENOB-HV-12 that will utilize a novel cellular- and immunotherapy approach to potentially provide for a preventative vaccine and a therapeutic vaccine, respectively.

Based on learning from peer-reviewed publications of Phase ~~III clinical trial~~I/IIa trials we have designed an innovative therapeutic vaccination platform that could potentially be used to ~~determine~~induce life-long remissions from some of the ~~ability~~deadliest solid tumors. We plan to initially target pancreatic cancer, triple negative breast cancer, glioblastoma, and renal cell carcinoma. The platform might also allow for non-specific immune enhancement that could have impact against a broad array of ~~ENO-4001~~solid tumors. As with HIV, our approach would potentially allow for outpatient therapy without ablating or significantly impairing the patient’s immune system, as many current approaches require.

To date, our operations have been funded by sales of our securities. Sales revenue will not support our current operations and ~~ENO-4002~~we expect this to ~~prevent recidivism~~be the case until our therapies or products are approved for marketing in ~~stage IV colorectal patients with no evidence of disease (NED) after resection of metastasis~~the United States and ~~chemotherapy.~~ Europe. Even if we are successful in having our therapies or products approved for sale in the United States and Europe, we cannot guarantee that a market for the product will develop. We may never be profitable.

On ~~April 21, 2017,~~January 7, 2019, the ~~Registrant engaged a consultant to improve~~Company’s Board of Directors announced that the ~~efficacy~~operations of the Company would be led by Dr. Mark Dybul as the Executive Vice-Chair of the Board. Dr. Dybul had previously served as Chair of the Company’s ~~vaccine protocol ENO-4001 (previously known~~Scientific Advisory Board beginning in August of 2017, and as ~~MCV). The compensation to~~a director since February of 2018.

On January 7, 2019, the ~~consultant was $75,000 plus 200,000 common shares~~Board notified Dr. Eric Leire of his termination as Chief Executive Officer of the Company, effective immediately.

Effective January 7, 2018, the Company hired Luisa Puche as its full-time Chief Financial Officer to support the Company’s ~~stock valued at $240,000.~~growth as an exchange listed Company. Following the appointment of Ms. Puche, on January 9, 2019 the Company terminated the consulting agreement between its wholly-owned subsidiary Enochian BioSciences Denmark ApS and Crossfield, Inc. for the services of Robert Wolfe as part-time Chief Financial Officer of the Company.

On ~~April 21, 2017,~~December 5, 2018, the ~~Registrant engaged a consultant~~Company received confirmation that its application to ~~improve the efficacy of~~list the Company’s ~~vaccine protocol ENO-4001 (previously known as MCV). The compensation to~~common stock on the ~~consultant~~NASDAQ Capital Market was ~~$5,000 per month plus 100,000 warrants to purchase~~approved by the NASDAQ Stock Market. On December 10, 2018, the Company’s common ~~shares at $1.30 per share expiring April 21, 2022 valued at $115,754.~~

~~In July 2017, DanDrit USA executed a non-binding letter of intent for~~stock began trading under the ~~acquisition of a biotechnology company with certain intellectual property rights in the field of HIV.~~ticker symbol “ENOB”.

On October ~~9, 2017,~~30, 2018, the Board ~~accepted the amicable resignation of Torben Bjørn Christensen~~increased its size from 6 to 7 members and appointed Mr. Debruyne as a director, whom is considered independent under the listing standards of the ~~Registrant and appointed Henrik Grønfeldt-Sørensen to replace Mr. Christensen as a director.~~Nasdaq Capital Market.

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~~July 18, 2018, the Company ~~announced the appointment of Ambassador Mark R. Dybul, MD and Steven G. Deeks,~~appointed David Hardy, MD to its Scientific Advisory ~~Board. Ambassador Dybul~~Board (SAB). In connection with his appointment to the SAB, Dr. Hardy will ~~also serve as~~be paid $30,000 per year and received options valued at $30,000 under the ~~Chairman of the Scientific Advisory Board.~~Company’s Equity Incentive Plan, vesting yearly over three years.

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,~~July 9, 2018, the Company entered into a consulting agreement with ~~Weird Science under which Weird Science will provide services related~~G-Tech to assist the Company with the development of the ~~Company’s products~~gene therapy and cell therapy modalities for the prevention, treatment, amelioration of HIV in humans, and ~~cancer. In consideration~~with the development of a genetically enhanced Dendritic Cell 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~~use as a ~~directors, the Registrant granted options~~wide spectrum platform for various diseases (including but not limited to cancers and infectious diseases). G-Tech is entitled to service fees for 20 months, with a ~~value~~monthly service fee of ~~$45,000 and shall pay $45,000~~not greater than $130,000 per ~~annum in cash compensation for service on the Board, and $10,000 for service as chair~~month. G-Tech is controlled by certain members of ~~a committee of the Board.~~Weird Science.

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~~March 31 to June 30.

On January 12, 2018, the Registrant, Acquisition Sub, ~~EBI~~Enochian Biopharma 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,~~Enochian Biopharma, with ~~EBI~~Enochian Biopharma as the surviving corporation.As consideration for the Acquisition, the stockholders of ~~EBI~~Enochian Biopharma 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 November 15, 2018, the Company changed the name of DanDrit BioTech ApS to Enochian BioSciences Denmark ApS.

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:

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 of 1933, as amended (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.

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.

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

We may however need additional funds for (a) purchase of equipment, (b) research and development, specifically to open an Investigational New Drug Application (“IND”) (The first step in the drug review process by the U.S. Food and Drug Administration) for ENOB-HV-01 and to continue our research and development of ENOB-DB-01 and ENOB-DC-01 and (c) possible future strategic acquisitions of businesses, products or technologies complementary to our business. If additional funds are required, we may raise such funds from time to time through public or private sales of our equity or debt securities. Financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could materially adversely impact our growth plans and our financial condition and results of operations.

As of March 31, ~~2018,~~2019, the Company had ~~$17,018,493~~$10,272,198 in cash and working capital of ~~$16,159,082~~$8,987,394 as compared to ~~$3,941,712~~$15,600,865 in cash and working capital of ~~$1,209,462~~$14,888,293 as of June 30, ~~2017.~~

~~On May 15, 2017, the Company completed~~2018, a ~~private placement offering~~decrease of ~~Units, with each Unit consisting of one share of Common Stock~~34.16% 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 $3,295,000.39.6%, respectively.

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

Results of Operations for the three months and nine months ended March 31, ~~2018~~2019 compared to the three months and nine months ended March 31, ~~2017~~

2018. The following table sets forth our revenues, expenses and net ~~income~~loss for the three and nine months ended March 31, ~~2018~~2019 and March 31, ~~2017.~~2018. The financial information below is derived from our unaudited condensed consolidated financial statements.

Revenues from operations for the ~~three~~nine months ended March 31, ~~2018,~~2019, and March 31, ~~2017~~2018 were $0 and $0, respectively.

Our cost of goods sold was $0 and $0 during the ~~three~~nine months ended March 31, ~~2018,~~2019, and March 31, ~~2017,~~2018, respectively.

Gross profit for the ~~three~~nine months ended March 31, ~~2018,~~2019, and March 31, ~~2017~~2018 was $0 and $0, respectively.

Our operating expenses for the three months ended March 31, ~~2018,~~2019, and March 31, ~~2017~~2018 were ~~$3,238,558~~$4,661,641 and ~~$351,030,~~$3,238,558, respectively, representing an increase of ~~$2,887,528,~~$1,423,084, or approximately ~~823%~~43.94%. The largest contributors to the increase in operating expenses were the increase in depreciation and amortization of $1,218,451 associated with the amortization of intellectual property rights acquired in the Acquisition of Enochian BioPharma, the increase in stock based compensation of $96,377, and an increase in R&D of $592,339 as we continue to develop and innovate our HIV and cancer platforms.

Our operating expenses for the nine months ended March 31, 2019, and March 31, 2018 were $14,693,294 and $5,145,961, respectively, representing an increase of $9,547,333, or approximately 185.5%. The largest contributors to the increase in operating expenses were the increase in depreciation and amortization of $5,065,667 associated with the amortization of intellectual property rights acquired in the Acquisition of Enochian Biopharma, the increase general and administrative expenses of $3,919,383 related to the development of the Company’s infrastructure to support our scientific platforms, the increase in stock based compensation and ~~depreciation~~an increase in R&D as we continue to develop and ~~amortization.~~innovate our HIV and cancer platforms of $1,501,241.

~~General~~The general and administrative expenses for the three months ended March 31, 2019 and 2018 were consistent quarter over quarter.

General and administrative expenses for the nine months ended March 31, 2019, and March 31, ~~2017~~2018 were ~~$1,874,609~~$6,750,939 and ~~$168,503,~~$3,049,393, respectively, representing an increase of ~~$1,706,106,~~$3,919,383, or approximately ~~1,013%~~58.1%. The increase in general and administrative expenses is primarily due to ~~$ 1,554,932 in~~the costs related to security expenses of $679,504 stock based compensation expenses of $1,962,958, board and committee fees of $125, 950, filing fees of $151,687, offset by the ~~Acquisition~~reclassification of ~~EBI.~~

$284,574 of service fees previously classified as Consulting to R&D to properly reflect the nature of these costs.

Research and development expenses for the three months ended March 31, ~~2018,~~2019 and March 31, ~~2017~~2018 were ~~$137,916~~$730,255 and ~~$16,290,~~$137,916, respectively, representing an increase of ~~$121,626~~$592,339 or approximately ~~747%~~429.5%. The ~~increase~~increases in research and development expenses isare attributable to expenditures related to the development of and studies for ~~ENO-1001~~our genetically modified cellular and ~~ENO-4001.~~immune-therapy technologies.

Research and development expenses for the nine months March 31, 2019, and March 31, 2018 were $2,012,778 and $511,537, respectively, representing an increase of $1,501,241 or approximately 293.5%. The increases in research and development expenses are attributable to scientific consulting of $1,125,000, regulatory services of $373,349 and an increase in the purchase of raw material of $331,008 used in various experiment expenditures related to the development of studies for our genetically modified cellular and immune-therapy technologies.

Depreciation and amortization ~~expenses~~ for the three months ended March 31, ~~2018,~~2019, and March 31, ~~2017~~2018, were ~~$761,250~~$1,979,701 and ~~$3,498,~~$761,250, respectively, representing an increase of ~~$757,752~~$1,218,451 or approximately ~~21,762%~~160.0%. The significant increase in depreciation and amortization expenses is related to the amortization of intellectual property rights acquired in the Acquisition of ~~EBI.~~Enochian Biopharma.

Depreciation and amortization expenses for the nine months ended March 31, 2019, and March 31, 2018, were $5,834,817 and $769,150, respectively, representing an increase of $5,065,667 or 658.61%. The significant increase in depreciation and amortization expenses is related to the amortization of intellectual property rights acquired in the Acquisition of Enochian Biopharma.

~~Consulting expenses~~The Company recorded other expense of $44,205 or the three months ended March 31, 2019, compared to other income of $273,664 for the three months ended March 31, 2018, representing an decrease of $317,869. The significant increase in other expense is mainly attributable to the change in fair value of the contingent consideration liability of $217,000. This contingent consideration is related to the Contingent Shares in connection with the Acquisition of Enochian Biopharma.

Other income (expense) for the nine months ended March 31, 2019, and March 31, ~~2017 were $359,783~~2018, was ($10,307,336) and ~~$162,739,~~$871,781, respectively representing an increase of ~~$197,044 or 121%~~($11,791,117). ~~The~~This significant increase in ~~consulting expenses~~other expense is ~~primarily due~~mainly attributable to the ~~consulting services~~change in fair value of the contingent consideration of $10,342,390 related to the Contingent Shares in connection with the ~~negotiation and structuring~~Acquisition 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.Enochian Biopharma.

Net loss for the three months ended March 31, 2019, and March 31, 2018, was ~~$(2,960,165)~~($4,705,846) or ~~$(0.12)~~($0.13) per share ~~compared to a net loss of $(246,171)~~and ($2,960,165) or ~~$(0.03)~~($0.12) per share, ~~for the three months ended March 31, 2017~~respectively, representing an increase in loss of ~~$2,713,994~~($1,745,681). The net increase in loss was primarily due to the increase in the depreciation and amortization related to the Acquisition of Enochian Biopharma, which took place in February 2018, and the development of and studies for our genetically modified cellular and immune-therapy technologies, and the additional shares issued as part of the “earn-out” related to the acquisition.

Net loss for the nine months March 31, 2019, and March 31, 2018, was ($25,000,630) or ~~approximately 1102%~~($0.67) per share and ($4,262,879) or ($0.25) per share, respectively, representing an increase in loss of ($20,737,751). 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.~~

~~Results of Operations for the nine months ended March 31,~~Enochian Biopharma, which took place in February 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.~~

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

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

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

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~~our genetically modified cellular and ~~ENO-4001.~~

~~Depreciation~~immune-therapy technologies, the change in fair value of contingent consideration liability 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)loss on currency transactions.

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 used byin operating activities for the nine months ended March 31, 2019, and March 31, 2018 was ~~$2,726,654, representing an~~($6,281,134) and ($2,726,744), respectively. Cash used in operating activities in 2019 included several significant non-cash items that are added back to the net loss. These consisted of $5,842,448 of amortization related to our license agreement, the increase of ~~$2,048,146 or approximately 302% compared~~prepaid insurance of $207,144 a $10,342,390 non-cash charge related to the fair market valuation of the contingent consideration liability and $1,962,825 non-cash stock-based compensation related the Black-Scholes valuation of our outstanding options. In addition, we received $1,700,000 of proceeds from the excercise of stock options by a related party. The net impact of these more significant items and a few others represents a decrease in cash ~~used by operating activities~~ of ~~$678,508 for~~$5,328,667.

The decrease in cash of $5,328,667 is primarily attributable to $2,012,778 in research and development costs, lab expenditures of $246,486, purchasing of furniture and lab equipment of $733,176, security expenses of $679,504, and compensation and benefit expenses of $1,273,476.

For the nine months ended March 31, ~~2017. The net~~2018, cash used byin operating activities ~~was~~amounted to $2,726,744. primarily due to fund raising efforts of the Company and the operations of DanDrit ~~Denmark.~~Denmark, formerly named Dandrit Denmark ApS.

Total assets ~~as of~~at March 31, ~~2018~~2019, were ~~$144,264,391~~$169,305,692 compared to ~~$4,522,152~~$179,662,426 as of June 30, ~~2017.~~2018. Total current liabilities ~~decreased~~increased to ~~$906,066 as of~~$1,519,128 at March 31, ~~2018~~2019 compared to ~~$2,989,418~~$873,722 as of June 30, ~~2017.~~2018. The ~~increases~~decrease in total assets and ~~decrease~~increase in total current liabilities were ~~primarily~~mainly due ~~additional capital fund raising efforts~~to the growth in the Company as we continue to build the administrative and clinical infrastructure to support the ~~Merger.~~development of and studies for our genetically modified cellular and immune-therapy technologies.

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.

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.

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 unaudited condensed consolidated financial statements.

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.

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,~~2019, 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.

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.

There have been no changes in our internal controls over financial reporting during the three and nine months ended March 31, ~~2018~~2019 that have materially affected or are reasonably likely to materially affect our internal controls.

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.

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.

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.

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

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

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

		Page
PART I – FINANCIAL INFORMATION:		3

Item 1.	Financial Statements (Unaudited):	13

	Condensed Consolidated Balance Sheets as of March 31, ~~2018~~2019 (Unaudited) and June 30, ~~2017~~2018	24

	Condensed Consolidated ~~Statement~~Statements of Operations (Unaudited) for the Three and Nine Months Ended March 31, ~~2018~~2019 and ~~2017~~March 31, 2018	35

	Condensed Consolidated ~~Statement~~Statements of Comprehensive Loss (Unaudited) for the Three and Nine Months Ended March 31, ~~2018~~2019 and ~~2017~~March 31, 2018	46

	Condensed Consolidated ~~Statement~~Statements of Stockholders’ Equity (Unaudited) for the Nine Months Ended March 31,2019 and March 31, 2018	7

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended March 31, ~~2018~~2019 and ~~2017~~March 31, 2018	59

	Notes to the Consolidated Financial Statements	610

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3432

Item 4.	Controls and Procedures	3432

PART II – OTHER INFORMATION:		33

Item 1.	Legal Proceedings	3633

Item 1A.	Risk Factors	3633

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3633

Item 3.	Defaults Upon Senior Securities	3633

Item 4.	Mine Safety Disclosures	3633

Item 5.	Other Information	3633

Item 6.	Exhibits	3734

Signatures		39 35

	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

	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

	For the Three Months						For the Nine Months
	Ended						Ended
	March 31,						March 31,
	2019			2018			2019			2018

Revenues	$	—		$	—		$	—		$	—

Cost of Goods Sold	$	—		$	—		$	—		$	—

Gross profit (Loss)	$	—		$	—		$	—		$	—

Operating Expenses
General and Administrative Expenses		1,951,685			1,979,609			6,750,939			3,049,393
Research and Development Expenses		730,255			137,916			2,012,778			511,537
Depreciation and Amortization		1,979,701			761,250			5,834,817			769,150
Consulting Expenses		—			359,783			94,760			815,881
Total Operating Expense	$	4,661,641		$	3,238,558		$	14,693,294		$	5,145,961

LOSS FROM OPERATIONS	$	(4,661,641	)	$	(3,238,558	)	$	(14,693,294	)	$	(5,145,961	)

Other Income (Expense)
Change in Fair Value of Contingent Consideration		(217,000	)		—			(10,342,390	)		—
Interest Income (Expense)		(43	)		1,183			(130	)		(12,060	)
Interest Income (Expense) – Related Party		—			183,511			—			779,943
Gain (Loss) on Currency Transactions		164,114			87,817			(37,347	)		87,817
Interest and Other Income		8,724			1,153			72,531			16,081
Total Other (Expense) Income		(44,205	)		273,664			(10,307,336	)		871,781

Loss Before Income Taxes		(4,705,846	)		(2,964,894	)		(25,000,630	)		(4,274,180	)

Income Tax Benefit	$	—		$	(4,729	)	$	—		$	(11,301	)

NET LOSS	$	(4,705,846	)	$	(2,960,165	)	$	(25,000,630	)	$	(4,262,879	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.13	)	$	(0.12	)	$	(0.67	)	$	(0.25	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES
OUTSTANDING - BASIC AND DILUTED		37,070,152			24,790,153			37,070,152			17,303,255

ENOCHIAN BIOSCIENCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

	For the Three Months						For the Nine Months
	Ended						Ended
	March 31,						March 31,
	2019			2018			2019			2018

Net Loss	$	(4,705,846	)	$	(2,960,165	)	$	(25,000,630	)	$	(4,262,879	)
Foreign Currency Translation, Adjustments		139,710			(235,960	)	$	(6,857	)	$	(620,542	)

Other Comprehensive Loss	$	(4,566,136	)	$	(3,196,125	)	$	(25,007,487	)	$	(4,883,421	)

	Common Stock		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income			Total
July 1, 2018	$	3,616	$	193,283,798	$	(37,595,389	)	$	205,579		$	155,897,704
												—
Issuance of Shares		1		39,999								40,000
Stock-Based Compensation				46,166								46,166
Comprehensive Loss												—
Net Loss						(2,303,233	)					(2,303,233	)
Other Comprehensive Loss												—
Currency Translations, Net of Taxes						—			(91,517	)		(91,517	)
September 30, 2018	$	3,617	$	193,369,963	$	(39,898,622	)	$	114,062		$	153,589,120

Issuance of Shares		262		11,115,127		—			—			11,111,467
Stock-Based Compensation		—		1,780,060		—			—			1,783,881
Comprehensive Loss												—
Net Loss						(17,991,551	)					(17,991,551	)
Other Comprehensive Loss												—
Currency Translations, Net of Taxes		—		—		—			224,470			224,470
December 31, 2018	$	3,879	$	206,265,150	$	(57,890,173	)	$	338,532		$	148,717,387

Issuance of Shares						—			—			—
Stock-Based Compensation		—		96,733		—			—			96,733
Stock issued in exchange for services
Stock issued related to conversion of convertible promissory note
Comprehensive Loss												—
Net Loss		—		—		(4,705,846	)					(4,705,846	)
Other Comprehensive Loss												—
Currency Translations, Net of Taxes		—		—		—			(139,710	)		(139,710	)
March 31, 2019	$	3,879	$	206,361,883	$	(62,596,019	)	$	198,822		$	143,968,564

ENOCHIAN BIOSCIENCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES TO SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED MARCH 31, 2018

		Common Stock		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income			Total
July 1, 2017	$	1,243	$	29,622,183	$	(28,443,524	)	$	352,832		$	1,532,734
												—
Issuance of Shares		130		1,595,134								1,595,264
Stock-Based Compensation				112,837								112,837
Comprehensive Loss												—
Net Loss						(225,775	)					(225,775	)
Other Comprehensive Loss												—
Currency Translations, Net of Taxes						—			(255,181	)		(255,181	)
September 30, 2017	$	1,373	$	31,330,154	$	(28,669,299	)	$	97,651		$	2,759,879
Issuance of Shares		18		299,116								299,134
Stock-Based Compensation												—
Comprehensive Loss												—
Net Loss						(1,076,346	)					(1,076,346	)
Other Comprehensive Loss												—
Currency Translations, Net of Taxes		—		—		(593	)		(129,401	)		(129,994	)
December 31, 2017	$	1,391	$	31,629,270	$	(29,746,238	)	$	(31,750	)	$	1,852,673
Issuance of Shares												—
Stock-Based Compensation												—
Stock issued in exchange for services		2		104,998								105,000
Stock issued related to conversion of convertible promissory note		8		120,292								120,300
Stock issued pursuant to warrants exercised		240		3,294,760								3,295,000
Stock issued pursuant to private placement		167		13,416,873								13,417,040
Stock issued pursuant to Acquistion Agreement		1,808		127,762,629								127,764,437
Comprehensive Loss
Net Loss						(2,960,165	)					(2,960,165	)
Other Comprehensive Loss												—
Currency Translations, Net of Taxes		—		—					(235,960	)		(235,960	)
March 31, 2018	$	3,616	$	176,328,822	$	(32,706,403	)	$	(267,710	)	$	143,358,325

	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		$	-

	Fair Value Measurements at Reporting Date Using
	Quoted Prices in	Significant Other	Significant Other
	Active Markets for	Observable	Unobservable
	Identical Assets	Inputs	Inputs
	(Level 1)	(Level 2)	(Level 3)

Contingent Consideration Liability

The roll forward of the contingent consideration liability is as follows:

Balance June 30, 2018			$ 22,891,000
Fair value adjustment, net			$ 927,000
Balance March 31, 2019			$ 23,818,000

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


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

Total	$	127,771,376

	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

	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		$	-

	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

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

	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	$	-	$	-

	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	$	-		-

	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

			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

	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

	Nine Months Ended March 31, 2019			Nine Months Ended March 31, 2018
Net Cash (Used in) Operating Activities	$	6,821,134		$(2,726,744)
Net Cash (Used by) Investing Activities		(733,176	)	(278,732)
Net Cash Provided by Financing Activities		1,700,000		16,712,715
Gain Loss on Currency Translation		(14,257	)	(630,548)
Net Change in Cash and Cash Equivalents	$	(5,328,667	)	$13,076,781

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~~3.1*		~~Form of US Subscription Agreement (5)~~Bylaws

~~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*

*	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.~~

Date: May ~~15, 2018~~16, 2019	ENOCHIAN BIOSCIENCES, INC.

	By:	/s/ ~~Eric Leire~~Mark Dybul
		~~Eric Leire~~Mark Dybul
		~~Chief~~ Executive ~~Officer~~Vice Chair
		(Principal Executive Officer)

	By:	/s/ ~~Robert Wolfe~~Luisa Puche
		~~Robert Wolfe~~Luisa Puche
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Recognition of Options

Enochian Biosciences Inc.

Expected term (in years)

Volatility

94.37-98.15%

Risk free interest rate

Dividend yield