Affidavit of Robert Wolfe

STATE OF VERMONT
SUPERIOR COURT CIVIL DIVISION
Orange Unit Docket No. 24-2-19 Oecv
ENOCHIAN BIOSCIENCES
DENMARK, ApS, and
ENOCHIAN BIOSCIENCES, INC.,
Plaintiffs,
v.
CROSSFIELD, INC., and
ROBERT E. WOLFE,
Defendants.
DEFENDANTS’ COMBINED MEMORANDUM OF LAW IN OPPOSITION
T0 PLAINTIFFS’MOTION FOR PRELIMINARY INJUNCTION,
AND IN SUPPORT OF DEFENDANTS’ MOTION TO DISMISS
Pursuant to V.R.C.P. 65(1)) and 120)), Crossfield, Inc. (“Crossfield”) and Robert E. Wolfe
(“Wolfe”) (collectively, “Defendants”), by their attorneys Downs Rachlin Martin PLLC, hereby
submit this combined Memorandum ofLaw in opposition to PlaintiffEnochian Biosciences
Denmark, ApS’s (a Danish company) and Plaintiff Enochian Biosciences, Inc.’s (a Delaware
corporation based in California) (collectively, “Plaintiffs” or “Enochian”) motion for preliminary
injunction, and in support ofDefendants’ motion for dismissal ofthis action (the “Vermont
lawsuit”). As will be explained below, Enochian filed this lawsuit, with no notice to Defendants,
to attempt to intimidate Mr. Wolfe and dissuade him from exercising his rights in the Danish
court. It is very much akin to a “SLAPP” suit against a whistleblower. Defendants incorporate
herein the accompanying Affidavit ofRobert E. Wolfe.
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A. BACKGROUND
1. On or about June 30, 2017, PlaintiffEnochian Biosciences Denmark, ApS, a
Danish company that is a subsidiary ofPlaintiff Enochian Bioscienccs, Inc., entered into a CFO
Service Agreement (the “Agreement”) with Defendants Crossfield, 1110., and Mr. Wolfe.
Plaintiffs’ Complaint, at 3, 1] ll. A copy ofthe Agreement is attached as Exhibit A to Plaintiffs’
Complaint.‘ Crossfield is owned by Mr. Wolfe. The Agreement was drafied by Enochian.
Affidavit of Robert E. Wolfe (“Wolfe Aff.”), at 11 8. The Agreement was amended on December
29, 2017 (the “Amendmen ”) to alter Defendants’ compensation but was otherwise lefi intact.
Complaint, at 3, 1i 12; Wolfe Aff., at 1] ll. A copy ofthe Amendment is attached as Exhibit B to
Plaintiffs’ Complaint. Pursuant to the Agreement, Mr. Wolfe acted as Enochian’s Chief
Financial Officer (CFO) and provided CFO services to Enochian. Complaint, at 3, 1m 13-15;
Wolfe Affi, at 11 9. Pursuant to Danish law, the Agreement is considered an employment
agreement, conferring upon Mr. Wolfe all ofthe rights ofan employee under Danish law. _S_ee
Employers’ and Salaried Employees Legal Relationship Consolidation Act of2017.2,
Enochian’s annual report for the year ending June 30, 2018 counted Mr. Wolfe as one of four (4)
“full-time employees.” SQ Exhibit l hereto (annual report).3
2. The Agreement provided at all times that it “is to be governed by and construed in
accordance with Danish law.”
3. The Agreement further provided that “any dispute arising out ofthis ongoing
relationship or the conclusion, construction or end ofthis CFO Service Agreement is to be settled
1
At the time, Plaintiffwas called DanDrit Biotech A/S. Complaint, at 3, 1] ll.
2 The Danish law is referenced in Defendant’s Danish Complaint, which is attached (in its Danish language and as
an unofficial English translation) to Plaintiff’s Complaint as Exhibit C.
3 Available at hltnstllwiwwsmgov/Archiyes/cdgar/dalall5277-31000l73'l 122 l 8000094lel I46 form l Oklilm.
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finally by binding arbitration according to the ‘Rules ofArbitration Procedure ofDanish
Arbitration’ and the arbitral tribunal is to be made up ofarbitrators appointed by the Danish
Institute ofArbitration. The arbitral tribunal is to sit in Copenhagen.”
4. Enochian terminated the Agreement on December 13, 2018. Wolfe Aff., at 1i 19.
On that date Enochian’s Chief Executive Officer, Dr. Eric J. Leire, telephoned Mr. Wolfe and
informed him that the Agreement was terminated, efi‘ective immediately, and that the
compensation owing to Defendants would be paid immediately. E, Dr. Leire (who himselfwas
subsequently terminated by Enochian) made clear to Mr. Wolfe that the termination was due to
Mr. Wolfe’s raising ofconcerns about Enochian’s hiring ofand payments to an individual as an
“advisor” who was a convicted criminal. I_d., at 1] 20. The allegation in Paragraph 23 of
Plaintiffs’ Complaint, that Enochian terminated Defendants’ services on or about January 9,
2019, is false. On December l8, 2018 Enochian Biosciences, Inc.’s Board Chairman, Rene
Sindlev, telephoned Mr. Wolfe and confirmed that Defendants’ services had been terminated by
Dr. Leire on December 13. 1i, at 11 21. The termination was further documented in an email of
December 18, 2018 fiom Mr. Sindlev to Mr. Wolfe and other Enochian employees, and
Enochian’s attorney. gg Exhibit 2 hereto. A Form 8-K filed by Enochian Biosciences, Inc., on
January 9, 2019 states that Enochian had hired Luisa Puche to take over Defendants’
responsibilities as CFO ofEnochian efl‘ective January 7, 2018. S+ee Exhibit 3 hereto; Wolfe
Aff., at 1} 22.
5. Enochian then sent Defendants a letter dated January 9, 2019 purporting to inform
them that Enochian was terminating the Agreement effective as of that date (Jan. 9). The letter
4 Enochian acknowledges that the December 29, 2017 amendment did not alter the governing law and forum
requirements of the Agreement. Plaintiffs’ Motion for Emergency Ex Par-re Temporary Remaining Order and
Preliminary Injunction, at 2.
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stated that, “On the Termination Date, you will be paid all compensation earned through the
Termination Date.” fig Exhibit 4 hereto; Wolfe Aft, at 1] 23.
6. To date, Defendants have not been paid all that they are owed. Wolfe Aff, at 1]
23.
7. In post-tennination negotiations, Enochian refused to agree to provide full
compensation to Defendants; then it agreed to pay certain compensation but only provided that
Defendants continue to provide services to Enochian, even though Enochian itself had
terminated the Agreement and owed Defendants compensation for services that Defendants had
already provided pre-termination; and then Enochian refiised to pay any compensation to
Defendants except for a lesser amount mover a six-month time period. Si: Exhibits 5 and 6
hereto; Wolfe Affi, at 1]1] 24-26. Mr. Wolfe perceived that Enochian was playing games with him
and had decidedjust not to pay the compensation owed Defendants.
8. Because ofEnochian’s refusal to honor its contractual commitments and because
of its bad faith behavior, Mr. Wolfe —
following the choice oflaw andforum dictates of
Plaintiff's Agreement — consulted Danish counsel concerning Defendants’ rights under Danish
law, and on February 7, 2019 commenced a legal action in Denmark against Enochian.5 Wolfe
Aff., at 1]1] 29, 35. A copy ofDefendants’ Danish filing (including an unofficial English
translation) is attached as Exhibit C to Plaintiffs’ Complaint. Mr. Wolfe’s only motivation for
commencing the action in Denmark —
which, again, is where Enochian’s Agreement demanded
that he go — was to end Enochian’s games and compel it to fully compensate Defendants under
5 As explained below, Defendants provided Enochian with advance notice ofthe lawsuit, including a c0py ofthe
anticipated filing itself.
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compensation and damages owed to Defendants by Enochian.
9. Unlike Enochian’s secret filing in this Court, Defendants’ Danish attorney
notified Enochian on January 17, 2019 — three (3) weeks before filing suit in Denmark -oftheir
legal claims for compensation under Danish law. §_e§ Exhibit 7 hereto; Wolfe Aff., at 1] 30.
10. Having been unsuccessful in resolving their claims against Enochian, on February
5, 2019 Defendants’ Danish attorney emailed Enochian a copy oftheir anticipated lawsuit to be
filed in Danish court, i.e., two (2) days before they filed it. mExhibit 8 hereto; Wolfe Aff., at
1i 33. As noted above, the pleading expressly made reference to Mr. Wolfe’s concerns
about-
- In other words, Enochian was explicitly informed, two days before Defendants filed
in Danish court, that Defendants’ Danish filing would contain what Enochian is now claiming is
its “confidential” information.
ll. On February 6, 2019, Enochian’s Danish counsel sent a letter to Defendants’
Danish counsel regarding various matters about which the parties had been communicating. §_§
Exhibit 9 hereto; Wolfe Aff., at 1[ 34. Regarding Defendants’ anticipated filing in Danish court,
however, Enochian’s letter said only that the parties had agreed to arbitration and that Enochian
would seek a dismissal ofthe case on that basis. Significantly, Enochian did not bother to warn
Defendants that their anticipated court filing would purportedly disclose Enochian’s alleged
confidential information or cause Enochian irreparable harm. Nor, Lite; Defendants made their
filing, did Enochian move the Danish court
for any kind ofinjunctive relief against Defendants
or ask the Danish court to place Defendants’ filing under seal. In short, Enochian did simply
nothing to prevent or address the disclosure of alleged Enochian confidential information. Wolfe
Aff., at 1 37. One can readily infer that Enochian knew that it could not in good faith tell the
Danish court that the information at issue was “confidentia .”
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L.)
12. Instead ofaddressing their confidentiality concerns with Defendants before they
filed in Denmark, or immediately responding in the Danish court, or both, on Saturday, February
9 Enochian’s attorneys sent a letter to Defendant’s Danish counsel and to Defendants themselves
(despite the fact that Enochian’s attorneys knew that Defendants were represented by Danish
counsel) accusing Defendants of having disclosed Enochian’s confidential information in their
Danish filing.8 Wolfe Aff., at 11 36. A copy ofthe letter is attached as Exhibit D to Plaintiffs’
Complaint. In sending its letter, Enochian waited over three (3) weeks afier Enochian had been
notified in writing of Defendants’ claim, and four (4) days after Enochian had actually seen the
filing (before it was filed) —
despite now claiming that thefiling disclosed confidential
information that irregarablz harms Enochian.
l3. Defendants’ Danish attorney, Carsten Busk, promptly responded to Enochian’s
attorneys on Monday, February 11, denying that Defendants breached the confidentiality
provisions of the Agreement, and advising them that under Danish law regarding employee
rights, Defendants were entitled to file a lawsuit notwithstanding the arbitration clause in the
Agreement. Wolfe Affi, at 1] 38. A copy ofthe letter is attached as Exhibit E to Plaintiffs’
Complaint.9
14. Again, instead ofresponding to Attorney Busk, or responding in the Danish court,
on February 12, 2019 Enochian responded by filing —
secretly — this improper collateral action in
Orange Superior Court in Vermont, a forum that: a) has no connection to Enochian Biosciences
Denmark, ApS (a Danish company) or its parent company, Enochian Biosciences, Inc. (a
8
Although the letter is dated February 8, it was sent to Defendants on February 9. Wolfe Affi, at 1 36.
9 Under Danish law, when a dispute is about dismissal ofan employee,.the employee can pursue'his or her rights in
court regardless ofan arbitration clause. Sic Employers' and Salaried Employees Legal Relationship Consolidation
Act of2017.
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and served (on February 15) on Defendants its 93 p_a_r§ temporary restraining order in this action
restraining Defendants from “disclosing Plaintiffs’ confidential infonnation.”“
17. Subsequent to this Court’s issuance ofthe e__x par; temporary restraining order, on
February 26 Enochian responded to the Danish court’s order by filing a brief asking the court to:
a) transfer the Danish case to Danish arbitration, and b) limit public access to Defendants’ filing.-
id” at 1111
46-47. The court did not grant either request, but has directed Defendants to respond to
Enochian’s filing by March 27. 11., at 1[ 49. Notably, despite Enochian’s contention in this
Court that Defendants’ filing in the Danish court disclosed confidential information and caused
Enochian irreparable harm, Enochian waited nineteen (19) days to reSpond to the Danish filing.
And when, on February 26, Enochian finally responded, it made no mention whatsoever that it
had filed an action against Defendants in a US. court, i.e., this action, two (2) weeks earlier. I_d.,
at 1[ 48.
B. ARGUMENT
1. This Action is Not Properly Brought Before This Court-and Sh'duld Be
Dismissed Because the Parties Expre’ssly. Contracted to Resolve Any and All
Disputes -.Sueh As This One — in Denmark Per Enochian’s Agreement. It is
fora Danish'Tribunal to Decide the Merits of Enochian’s "Claims lneludin
Whether Any of the Information Defendants Have Diselosedin TheirDanish
.Pleadin sis Confidential Wh‘ieh it is Not and the A re riate Remed
As explained above and as expressly alleged in Enochian’s Complaint, the Agreement
between Enochian and Defendants contains a forum selection clause providing that “any dispute
arising out ofthis ongoing relationship or the conclusion, construction or end ofthis CFO
Service Agreemen
” must be brought in Denmark, through arbitration under Danish rules. The
Vermont Supreme Court has observed that “forum selection ‘clauses are prima facie valid and
I 1
Although Enochian was aware that Defendants were represented by Danish counsel, such counsel does not
appear to have been copied on the correspondence and papers served on Defendants.
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should be enforced unless enforcement is shown by the resisting party to be ‘unreasonablc’ under
the circumstances?” Im’l Collection Serv. Inc. v. Gibbs, 147 Vt. 105, 107 (1986) (citing and
quoting The Bremen v. Zapata Off-Shore C0,, 407 U.S. 1, 10 (1972)). To escape a contractually
agreed forum selection clause, the resisting patty must “show that trial in the contractual forum
will be so gravely diflicult and inconvenient that he will for all practical purposes be deprived of
his day in court.” I_d; (quoting The Bremen, 407 U.S. at 18). Enochian — a Danish company that
specified Danish forum and Danish law in its Agreement, and which has already made a filing in
the Danish case — cannot possibly meet this burden.
There can be no doubt here that the claims made in Enochian’s Vermont lawsuit fall
squarely within the Agreement’s forum selection clause, and therefore dismissal is warranted
under V.R.C.P. 12(b)(3) and l2(b)(6). One need not look any further than Count I, which alleges
breach ofthe Agreement —
i.e., “a binding an enforceable contract between Plaintiffs and
Defendants.” Complaint, at fl 33. Clearly, Enochian’s assertion that Defendants breached the
Agreement “aris[es] out ofthis ongoing relationship or the conclusion, construction or end of
this CFO Service Agreement.”12 That Enochian’s filing in this Court is improper is further
underscored by the fact that Enochian alleges that Defendants’ “wrongfiil conduct” included not
adhering to the forum selection clause. 13
l_d., at 1i 27.a. In view ofthat allegation, how can
Enochian possiblyjustify filing the Vermont action in the first place?
Nor can Enochian claim that this Court’s enforcement ofthe forum selection clause
12 Counts It and III, which allege breach offiduciary duty and breach ofduty of loyalty, respectively, also fall under
the forum selection clause, as they each are premised on obligationsthat Enochian alleges existed under the
Agreement and continue to exist at the end ofthe Agreement. Complaint, at w 38-39, 43.
l3 As noted above, the fact that Defendants instituted a lawsuit in Denmark rather than arbitration there is not, by
operation ofDanish law, a violation ofthe clause.
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Delaware company based in California); b) has no connection to the Agreement or to the dispute
between the parties; and c) is not well-suited to the application ofDanish law, which expressly
governs the Agreement.” Worse yet, there was simply no good faith basis for Enochian to seek
its restraining order on an g gm basis, premised upon (false) allegations of improper
disclosures ofEnochian’s confidential information (in Denmark). Mr. Wolfe resides in
Randolph, Vermont, in Orange County, a drive ofless than thirty (30) minutes to the Chelsea
courthouse via VT Route 66. Wolfe Aff., at 1] 42. Indeed, Mr. Wolfe was at his residence at all
times between Tuesday, February 12 (the date on which Enochian filed its secret lawsuit and
obtained the g order) and Friday February 15 (the date on which the order was served on
him by sheriff) —
completely unaware ofthis action. LL, at 1] 44. Defendants gave Enochian
advance warning of its Danish filing, and exactly what it would contain. By contrast, Plaintiffs
did nothing, and then, a week later, filed a secret SLAPP-style action in Vermont. Had Mr.
Wolfe received notice ofthe motion for restraining order, he would readily have come to the
Court and explained why the information is not confidential — that it can be found in Enochian’s
own SEC filings and a public video, and by a search ofpublic sources — but is apparently
embarrassing to Enochian. m” at 1] 42.
15. On February 13, the day afier Enochian filed this g arts lawsuit, the Danish
court issued an order requiring Enochian to respond to Defendants’ lawsuit there by February 28.
Q, at 11 45.
16. Before Enochian was required to, and did, respond to the Danish court, it obtained
10
Although Enochian filed the present action on February 12, there can be no doubt — based upon the sheer volume
and complexity ofthe papers filed —-
that Enochian had been working on this filing for several days prior to filing.
Thus, instead ofacting quickly in Denmark to address what it believed was an irreparably hannful disclosure of
“confidential information” in Denmark, Enochian focused its efforts on concocting a U.S. lawsuit.
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Defendants.
2. Even ifThis Action is Not Dismissed, Enochian is Not Entitled to Any Form
of lniunetive Relief Because ta) the Information Disclosed in 'Defendants’
Danish Filing is Not Confidential Information, (b) Enochian Cannot Claim
lrreparable Harm Under the Circumstances, and (c) Neither the Balance of
Harms Nor the Public Interest Warrant Such Relief.
As detailed further below, Enochian obtained an ex page temporary restraining order in
this action on the flimsiest allegations of disclosure by Defendants of “confidential information”
but with no explanation in their motion of exactly what information Defendants disclosed and
why it is (allegedly) confidential. Assuming the Court does not dismiss this action, it should not
convert the restraining order to a preliminary injunction.
The Vermont Supreme Court has cautioned that “[a] preliminary injunction is an
extraordinary remedy never awarded as of right.” Taylor v. 'l‘oWn of‘ Cabot, 2017 V'l‘, 1] 19, 205
Vt. 586 (citing Winter v; Nat. Res..Def. Council Inc. 555 US. 7, 24 (2008)). As the party
seeking injunctive relief, Enochian bears the burden ofestablishing the various factors that must
be considered in granting such relief: “(1) the threat of irreparable harm to the movant; (2) the
potential harm to the other parties; (3) the likelihood ofsuccess on the merits; and (4) the public
interest.” 11,
a. Irregarable Harm
Regarding the irreparable harm factor, Enochian’s argument rests entirely on its
contention that Defendants have disclosed (and will continue to disclose) Enochian’s
“confidential information.” The alleged confidential information is mentioned only at the
I
bottom ofpage 3 ofEnochian’s “Motion for Emergency Ex Parte Temporary Restraining Order”
(Motion 1) and is not described in any detail whatsoever. Enochian identifies the confidential
information only as “allegations concerning payments made by Enochian Bioscience to an
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advisor”
(in-ad the “quanti[ty] [or] those payments.” Motion at 3. How
does this vague identification substantiate to this Court that the information Defendants disclosed
in their Danish filing is actually confidential? Enochian simply alleges that this information was
not public (which is false) and they do not explain: a) why or how it is confidential; b) why or
how it is irreparably harmful to Enochian (except to conclusorily claim it is “confidential”); and
c) why or how Mr. Wolfe, with fiduciary responsibilities as CFO ofa publicly-traded company
to Enochian’s shareholders and to the SEC, was not at liberty -indeed, was not required -to
disclose it. Enochian’s vague allegation does not even come close to meeting its heavy burden
of explaining why Enochian is legally entitled to restrain Defendants from disclosing it — in a
foreign judicial proceeding applying that country’s laws, no less. As summarized below and in
Mr. wolfe’s affidavit accompanying this Memorandum ofLaw, the information at issue is not
confidential and, instead, is publicly available,” to wit:
0 The fact that Enochian hired and
paid—consulting firm
was disclosed by Enochian itselfin its annual report for lheyear ending June 30 2018
filed with the US. Securi
' ‘ ’
' °
“ ”
_e_e_ Exhibit 10 hereto;'6 Wolfe Affi, at 1] S4.
is also public
a The fact
that-isowned and controlled by
‘-
' " '
ry ofState Statement of
information. & Exhibit 1] hereto
Information,
'5
Section 9.4 ofthe Agreement provides examples of what constitutes “confidential information." g5 Complaint,
at Ex. A. Although none ofthose examples encompass the information at issue here, Section 9.4 makes clear that its
reach is limited to information “that is not publicly available.”
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273, 277 (2d Cir. 1985) (reversing grant ofpreliminary injunction and observing that “failure to
act sooner undercuts the sense ofurgency that ordinarily accompanies a motion for preliminary
relief and suggests that there is, in fact, no irreparable injury”) (quotation omitted). Most
notably, on February 5, 2019, afier receiving a copy ofDefendants’ anticipated Danish court
filing with two days? advance notice, Enochian did nothing to intervene and stop the filing on the
supposed grounds that it contained confidential information. Instead, it waited four days, until
February 9, to send a letter (dated February 8) to Defendants and their Danish counsel
complaining about the filing (which was made on February 7). Enochian then waited, according
to the docket in this ease, another three (3) days, until February 12, to file its (improper) action in
this Court. Enochian also waited l9 days afier Defendants made their filing in Denmark to
submit a response to the Danish court. Enochian had the opportunity all along to move to seal
Defendants’ Danish filing on the grounds ofconfidentiality and irreparable harm, but
demonstrated no urgency at all. There simply is no irreparable harm here.
Finally, even ifthe Court should allow this lawsuit to continue, a preliminary injunction
is improper because any alleged harm to Enochian fi'om a disclosure ofactual confidential
information — to be determined by a Danish tribunal under Danish lawpursuant to Enochian ’s
Agreement — can be compensated by money damages.
b. Likelihood at Success on the Merits
Regarding the likelihood of success factor, Enochian’s argument fails for two primary
reasons. First, as with irreparable harm, Enochian’s position on the merits of its claims is
grounded on its unjustified conclusion that the information disclosed in Defendants’ Danish
filing is confidential — which it isn’t, as explained above and in Mr. Wolfe’s afiidavit. Second,
Enochian contends that the information at issue is not relevant to Defendants’ claims in the
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Danish action. But as explained above, Defendants’ raising ofconcerns regarding Enochian’s
relationship with-isvery relevant, as it forms the basis for Defendants’ position as
to why Enochian wrongfully terminated the Agreement.
c. Balance at Harms and Public Inferes!
Once again, Enochian’s argument on each of these factors revolves substantially around
the disclosure ofwhat it contends is confidential information, but in actuality is publicly-
available information. Thus, for the reasons discussed above, these factors tip toward the denial
of injunctive relief. And on a broader level, courts should be especially reluctant to enjoin
speech involving publicly-known matters (as here), and even more so when that speech is a
necessary component in court filings in a foreign tribunal, which tribunal is capable of
determining whether the information is or is not confidential and should or should not be sealed.
In summary, Defendants have not disclosed any confidential information in their Danish
lawsuit, and they have no intention of doing so in the future. As such, injunctive relief is not
necessary or warranted.22 But Defendants take to heart the final paragraph ofthis Court’s
temporary restraining order: that it is up to the Danish court to decide what information is and is
not confidential, and what information may or may not be publicly filed in that court. Defendant
must and will, as ordered by the Danish court, respond by March 27 to Enochian’s February 26
filing, pursuant to Danish law and represented by a Danish attorney.
22 In granting the temperary restraining order, the Court determined that EIiOchian need not post a bond because
“there is; no indication that Defendants will be harmed ifthey are enjoined ii'om further disclosing confidential
information under the parties’ agreement at least until thismatter can be further heard.” Ifthe Court'
Is inclined to
grant furthcr'Injunctivereliefalter review ofthe papers andahearing, Defendants will request that the Court revisit
the bondIssue at that time. As explained herein,the information En‘ochian argues is “confidential”‘
Is niatcrial to
Defendants‘ claimsIn the Danish court action, and, accordingly, any restriction on Defendants’ ability to make use}: lLED
ofsuch informatirin for purposes of'Its Danish action will create a risk of.harm to Defendants. VERMONT SUPERIOR COURT
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CERTIFICATE 0F SERVICE
Pursuant to Rule 5(h) ofthe Vermont Rules of Civil Procedure, undersigned counsel
hereby certiﬁes that a copy ofthe above document was served on March 8, 2019, by FedEx, on
the following attorneys of record in the above-captioned action:
Christopher J. Valente, Esq.
K&L GATES LLP
State Street Financial Center
One Lincoln Street
Boston, MA 021 1 l
Phone: 617-261-3100
Fax: 617-261-3175
christopher.valente@klgates.com
David M. Pocius, Esq.
PAUL FRANK + COLLINS P.C.
One Church Street
P.0. Box 1307
Burlington, VT 05402-1307
Phone: 802-658-231 1
Fax: 802-658-0042
dpocius@pfclaw.com
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STATE OF VERMONT
SUPERIOR COURT _
CIVIL DIVISION
Orange Unit Docket No. 24-2—19 Oecv
ENOCHIAN BIOSCIENCES
DENMARK, Aps, and .
ENOCHIAN BIOSCIENCES, INC,
Plaintiffs,
V.
CROSSFIELD, INC, and-
ROBERT WOLFE,_
Defendants.
AFFIDAVIT OF ROBERT E. WOLFE
I, Robert E. Wolfe, being duly sworn, depose and: say as follows:
I. My name is Robert E. Wolfe. I am over theage of 18 and understand the
obligations of an oath.
2. I make this affidavit in oppositiOn to Enochian’s Complaint and Motion for
Preliminary Injunction, and in support of Defendants’ Motion to Dismiss.
3. I make this affidavit based upon my personal knowledge or upon information
and belief, which I believe to be true.
4. I am the founder and CEO Of Crossfield, Inc. Crossfield is _a business
consulting company.
5. On June 30, 20.17 my company Crossfield, Inc., and I entered into a “CFO
Service Agreement” With Enochian' Biosciences Denmark, ApS (“Enochian”), a Danish
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o on the floor of the Nasdaq stOck exchange, in a public speech
durlng e nngmg o 1e “closing bell,” Enochian’s then-CEO Dr. Eric Leire
trumpeted association with Enochian.” Wolfe Aff., at ‘fl 5 6. Dr.
Leire referred to s the company’s
s“scientific founder” and a key
member ofthe “
cam, an even brought him up to the podium to “ring that bell
together as a team.”19 Q
o The facts
mamascharged in 2017 with thirteen (1 3) felony criminal
violations in a 1 omi'a, mc uding financial fraud; that in 2018 he plead guilty to one
ofthe charges (Cal. Penal Code 459 (commercial theft»; and that he was convicted of
that offense and sewed time injail e is all also public infonnation. gee Exhibit 12
hereto
o Finally, the fact that Enochian paid enormous sums for private security services, i.e.,
bodyguards, that can only be associated with— is also public
information disclosed in Enochian’s SEC filings. S_eg Exhibit l3 hereto (excerpts
fiom SEC quarterly reports)?‘ Wolfe Aff., at ‘fl 59. These filings identify specific
dollar amounts paid for “security,” which was the subject ofthe relevant allegation in
Defendant’s Danish action. SE Complaint, at Ex. D.
In sum, Defendants have disclosed Q confidential information whatsoever in their
lawsuit against Enochian in Denmark, and Enochian’s Vermont lawsuit against Defendants plays
fast and loose with the truth, is profoundly unfair to Defendants, and should be dismissed with
fees awarded to Defendants.
Further support for the fact that Enochian has not, and will not, suffer irreparable harm is
shown by Enochian’s glaring lack of urgency. _Se_e, 1g, Citibank. NA. v. Citytrust, 756 F.2d
v: IVIU IbUPERlOR COURT
Down
s
Rachiin
14 AUG
‘ 5 20W
Martin PLLC
18
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12. Enochian counted me as one of its “full-time employees” in SEC filings.
Exhibit 1 hereto (cover and relevafit pages of form).
13. In my work for Enochian, I became aware that the company was spendifig
what I considered to be significant sums on retaining a company —
14. I further learned that the top managers of Enochian had effectively retained I
- as a consultant, or “advisor,” to the company.
. 15. I was also made aware, from sources outside Enochian, that - had -
been involved in criminal proceedings.
16. ——
_II—
_I_—I_
_-
-
17. My subsequent online research revealed that in 201-7 - was
‘
criminally charged in California with 13 felonies involving financial fraud and that in 2018 he
pleaded guilty to one ofthe counts and was convicted on that count and was sentenced to time
in jail. As explained further below, this information about — is publicly-
available
18. I was unwilling to stop expressing my concerns about the company’s
association with a convicted felon.
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19. On December 13, 2018, the company’s then Chief Executive Officer, Dr. Eric
J. Leire, called me and informed me that the Agreement was terminated effective
immediately; that the company had hired Luisa Puche as the new CFO; and that I would
immediately be paid all sums due and owing to me under the Agreement.
20. Dr. Leire made clear t0 me that the termination was because I was continuing
to raise concerns about - — —
21. Subsequently, on December 18, the company’s Board Chairman, Rene
Sindlev, called me and confirmed Dr. Leire’s termination ofthe Agreement on December 13.
After the telephone call, Mr. Sindlev sent an email to me and others confirming the
termination. _Se_e Exhibit 2 hereto.
22. Enochian filed a Form 8-K with the SEC om January 9, 2019 confirming its
hiring of Luisa Puche as the company’s new CFO. g Exhibit 3 hereto (cover and relevant
'
pages of form).
23. Enochian then sent Defendants, i.e., me, a letter dated January 9, 2019
purporting to inform them that Enochian was terminating the Agreement effective as ofthat
date (Jan. 9). The letter stated that, “On the Termination Date, you will be paid all
compensation earned through the Termination Date.” Exhibit 4 hereto. To date, l have
not been paid all that l am owed.
24. After that, I had various phone calls and requests from Enochian to continue
working for the company during the transition to Ms. Puche, and to make sure that certain
SEC filings that the company had to file, were timely filed. I agreed to continue working for
the company until Ms. Puche was prepared to fully take over, subject to negotiated
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ball Offer — much less‘ than 'I would be entitled to under Danish law —
plus demanded that I
accept the payout over an extended period of time. I refused.
32. As ofthis date I have not been paid all ofwhat I am owed, although I agreed
to, and did, provide services to Enochian even after the termination.
33. On February 5, 2019 my Danish counsel emailed Enochian’s Danish counsel a
copy of my anticipated filing in Danish court. The copy contained the material that Enochian
now claims is confidential. The transmittal email from my Danish counsel advised
Enochian’s counsel that the filing would be made on February 7 and offered once again to
resolve the dispute prior to filing. Exhibit 8 hereto.
34.
V
On February 6, 2019, Enochian’s Danish counsel emailed a letter to my Danish
counsel
regarding
various matters about which the parties had been communicating.
Enochian’s counsel confirmed that they had received my counsel’s Feb. .5 email regarding my
'
anticipated filing in Danish court. In response thereto, Enochian’s counsel said only that the
parties had agreed to arbitration and that Enochian would seek a dismissal ofthe case on that
basis. Despite having seen my anticipated filing, Enochian’s Danish counsel did not mention
that it would disclose Enochian’s alleged confidential information or cause Enochian
irreparable harm. Exhibit 9 hereto.
35. Having failed to
reach
an agreement with Enochian, on February 7, my Danish
attorney made our filing with the Danish court, as We had informed Enochian that we would
do on Feb. 5
36. On February 9, 2019 my Danish counsel and I received a letter (dated Feb. 8)
_
from Enochian’s U.S. attorneys claiming that the filing I had made in Danish court revealed
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a”
confidential information and demanding that it be withdrawn. flExhibit D to Plaintiffs’
Complaint.
I
37. Despite my being terminated on December 13, 2018 because of my
unwillingness not toquestion the company’s relationship with —; despite the
formal claim letter. that my Danish attorney sent to Enochian’s attorneys on January 17, 2019;
'
and despite all of the back-and—forths and negotiations between the parties that persisted right
up until February 5 — when my Danish attorney sent Enochian’s attorneys a copy ofmy
anticipated Danish filing —
despite all of these events and communications, at no time before
February 9 did Enochian or its attorneys ever warn me not to say anything about I
_ in any pleadings I might file. In fact, they waited until after I filed my "complaint
in Denmark, and then-proceeded to make this secret filing in a Vermont court.
38. On February 11, my Danish counsel responded by email, rejecting Enochian’s
counsel’s claim that I had disclosed confidential information, and asserting my rights under
Danish law to petition the Danish court to remedy Enochian’s wrongful termination of the
Agreement notwithstanding the arbitration clause in the Agreement. §e_e, Exhibit E to
Plaintiffs’ Complaint.
39. Enochian’s attorneys did not respond to my Danish attorney. Instead, the very
next day (February l2), they filed this secret lawsuit.
40. Given that the lawsuit involves a 45-paragraph, 8-page Complaint with five
exhibits; a 10-page motion for temporary restraining order; a 3-page motion to seal; a 2'-page
affidavit of Luisa Puche; and redacted versions'of all ofthe above; and given the fact that
Enochian’s attorneys also had to secure Vermont counsel, it is quite obvious that they must
have been crafting this lawsuit long before February 9, the date on which they responded to
FILED
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46. Despite Enochian’s emergency claims in this Court of “confidential”
information allegedly being disclosed in my Danish filing, Enochian did not respond in the
Danish court until February 26, almost three weeks after I made my filing.
47. In Enochian’s February 26 response, Enochian requested that the Danish court
transfer the case to arbitration, and asked the court to limit access tomy filing, without
explaining why the information is confidential. There 'was no expression ofurgency in
Enochian’s filing.
48. Enochian’s February 26 filing did not disclose to the Danish court that it had
filed an action in the United States against rne two Weeks earlier.
49. TheDanish court has not acted on Enochian’s request, but ordered me to
respond to Enochian’s filing by March 28.
50. It is my understanding that under Danish law the Agreementis considered an
employment agreement, affording me certain rights to compensation under Danish law and
I
imposing certain obligations of compensation on Enochian. SQ Exhibit 7 hereto (January l7,
2019 letter from my Danish-counsel to Enochian’s Danish counsel asserting and explaining
my claim under Danish law) and Exhibit C to Plaintiffs’ Complaint (copy ofmy Complaint
filed in the Danish court on February‘7, 2019).
51. It is my further understanding that under Danish law, as an employee I am able
to file my dispute with the Danish court system and am not required to submit to arbitration
unless ordered to by the court. Exhibit E to Plaintiffs’ Complaint
52. Dr. Leire, who was the Enochian official who informed me ofthe
termination
on December 13, 2018 has himself since been terminated by Enochian.
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v Q
53. The information contained in my Danish filing is not confidential and is
relevant to the reason for my claim of wrongful termination ofthe Agreement. The filing
explains that Enochian terminated the Agreement because I, in my capacity as Chief Financial
Officer of the company, raised concerns about Enochian’s relationship with, and large
payments to, a felon convicted of a financial crime. The allegations that this information is
“company confidential” are utterly false. All of the information is publicly-available.
54. Enochian itself disclosed the fact that it had retained — -
— m_ - -
m Exhibit 10 hereto.
'
55. The fact that _ owns and controls the consulting firm - is
public information. Exhibit 1 l hereto _ — I _ I
—I_-
56. .——l—
_—II-
_-|
—I_-—I-
57. _Il—I—
_—
58. The facts that
_ was charged in 2017 with thirteen felony criminal
violations in California, including financial fraud; that in 2018 he pled guilty to one of the
charges (Cal. Penal Code 459 (commercial theft»; and that he was convicted of that offense
'
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c-ompany (the “Agreement”). A copy of the Agreement is attached as Exhibit A to
Enochian’s Complaint.‘
6. Enochian contacted me to be their CFO and oftheir parent company, Enochiatl
Biosciences Inc., as I had previously been their CFO from Jan 2014 to April 2015.
7.
.
Enochian’s parent company, Enochian Biosciences Inc., is a publicly-traded
biopharmaceutical research company. It is registered on the Nasdaq exchange and subject to
regulation by the U.S. Securities and Exchange Commission (“SEC”).
8. The Agreement was drafted by Enochian;
9. My responsibilities under the Agreement were to act as the Chief Financial
Officer of Enochian. As set forth in the Agreement, my responsibilities included the
following: “safeguard the financial assets ofthe Company,” “coordinat[e] . . . with [the
Company’s] independent auditors,” “monitor banking activities ofthe [Company],” “deliver
financial information [to management and the board],” “prepar[e] and file all SEC filings,”
and “oversee the management and coordination of all fiscal reporting activities for the
[Company].” As such, I believe I had obligations to the shareholders of Enochian to
understand the company’s finances, and obligations to the SEC to make sure that the
company’s reporting was open, honest, and accurate.
10. The Agreement also required both parties to resolve any disputes between
them in Denmark under Danish law.
1 l. The Agreement was amended on December 29, 2017 to alter my
compensation, but otherwise was not changed.
l At the time of the signing ofthe Agreement EnOchian was known as DanDrit Biotech A/S DanDrit becamemLEg
' ' ‘
’ ' -
s '. NOR COURT
Enochian in Apn12018.
VCR ON
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EXHIBIT 1
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D v Page 1 of8l
lO-K l
ell46_form10k.htm FORM lO-K
. UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30,2018
El TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from. Commission file number 000-54478
ENOCHIAN BIOSCIENCES, INC.
(Name of registrant in its charter)
Delaware .
. 45-2559340
(State'or other jurisdiction of (IRS. Employer
incorporation or organization) Identification No.)
2080 Century Park East
Suite 906
Los Angeles, CA _
90067~20l2
(Address ofprincipal executive offices) (Zip Code)
+l(5|0)203-4857
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class
I I
'
. Name of Exchange
Not applicable
’
Not applicable
Securities registered pursuant to Section 12(g) ofthe Act: Common Stock, $0.000! par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Cl
Yes IX No
Indicate by check mark ifthe registrant is not required to file reports pursuant to Section l3 or Section 15(d) of the Act. El
_
Yes No
_ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)»of the
Exchange Act during the last12 months (or for such shorter period that -the registrant was required to file such reports);
.
and (2) has been subject to such filing requirements for the past 90 days. Yes El No Cl
'
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required-to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes IX] No El '
-. . . .' . r5 I 15..
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K IS
ggmoatai‘ngébgéfig 3
'
and will not be contained, to the bestof registrant‘s knowledge, in definitive proxy or information statements incorporate
‘ COURT
by reference in Part III of this Form lO-K'or any amendment to this Form 10-K. Cl C _V ,
AU“ » 5 rs ib‘
https://www.sec.gov/Archives/edgar/data/1527728/0001731 12218000094/e1 '146V_formiallal-1AN @5201‘9‘! lT _

of81
ENOCHIAN BIOSCIENCES INC. (FORMERLY DANDRIT BIOTECH USA INC.) AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE ll — COMMITMENTS AND CONTINGENCIES
Consulting Agreements — On February 16, 2018, the Registrant entered into a consulting agreement with Weird
Science under which Weird Science was to provide ongoing medical sen/ices related to the development of the
Company’s products for the treatment of HIV and cancer. ln consideration for such consulting services, the Company was
to pay up to $30,000 per monthfor the consulting services. On July 9, 2018, the consulting agreement was terminated (See
Note l3).
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 sewices related to clinical development and new
business opportunities. In consideration for services actually rendered, the Registrant paid $10,000 per month for 6
months. For the year ended June 30, 2018, Carl Sandler was paid $45,000 for Consulting services. The agreement with Mr.
Sandler terminated pursuant to its terms on August l6, 2018. This amount is included in “Consulting Expenses” in our
Condensed Consolidated Statement of Operations.
Pre-Clinical Trial Loan — On July l4, 2017, the Registrant agreed to loan to Enochian Biopharma up to
$500,000 in eXchange for the Enochian Biopharma Note to fund pre-clinical study programs, including a study with
syngeneic and humanized mice models. The Enochian Biopharma Note was assumed and forgiven upon the completion of
the Acquisition on February l6, 201,8, and the Company is continuing Enochian Biopharma’s pre-clinical study programs
as research and development expenses of the Company (see Note l, Research and Development Expenses).
Shares held for non-consenting shareholders - In connection with the Share Exchange certain shareholders of
DanDrit Denmark had not been identified or did not consent to the exchange of shares. 1n accordance with Section 70 of
the Danish Companies Act and the Articles of Association of DanDrit Denmark, the Non-Consenting Shareholders that
did not exchange the DanDrit Denmark equity interests owned by such Non-Consenting Shareholders for shares of the
Company, will be entitled to receive up to 185,053 shares of Common Stock of the Company that each such 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 129,596 remaining shares have been reflected as issued and outstanding in the
accompanying financial statements.
Food and Drug Administration (FDA) - The FDA has extensive regulatory authority over biopharmaceutical
products (drugs and biological products), manufacturing protocols and procedures and the facilities in which they will be
manufactured. Any new bio product intended for use in humans is subject to rigorous testing requirements imposed by the
FDA with respect to product efficacy and safety, possible toxicity and side effects. FDA approval for the use of new bio
products (which can never be assured) requires several rounds of extensive preclinical testing and clinical investigations
conducted by the sponsoring pharmaceutical company prior to sale and use of the product. At each stage, the approvals
granted by the FDA include the manufacturing process utilized to produce the product. Accordingly, the Company’s cell
systems used for the production of therapeutic or bio therapeutic products are subject to significant regulation by the FDA
under the Federal Food, Drug and Cosmetic Act, as amended.
Product Iiability- 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 andgdefending the Company from any potential liability arising from such risk. There ean 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 Agreements- The Com any has an employment agreement with Eric Leire, the Chic Bxecgtiye
Officer with a base compensation of $3 l3,775.(The Com
m‘p‘an
'
h'a'sTan e
plb‘y’m"e‘ntIagreem'e‘fiJWIth‘Robert
Wolfe, the Chief
I r h AUG
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WERIOR COURT
W455
https://www.sec.gov/Archives/edgar/data/1527728/0001731 12218000094/e1 146_fom10kyQR/M812})t£9 UNIT

EXHIBIT 2
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i
SubjectzTransitioning from Robert Wolfe to Luisa Puche
Date:Tuesday, December 18, 2018 7:34 am
Linked to:Rene Sindlev
FromzRenA© Sindlev<rsindlev@enochianbio.com>
TozEvelyn DAn <evedan@dfsresources.com>
Cc:Clayton Parker <Clayton.Parkereklgates.com>; Eric Leire
<el@enochianbio.com>; Robert Wolfe <bob.wolfe@crossfield.net>;
Henrik GrA‘nfeldt <hgs@rsgroup.dk>
MIME Version:l.0
MIME Type:multipart/alternative;
boundary="_000_8597376CAA4F491BAE3B2083089EEA29enochianbiocom_"
l4LED
Dear Robert, Eric and Evelyn, VERMONTSUPEWORCOURT
AUG‘ 5 20%
ORANGE UNIT
I just had a phonecall with Robert today.

Robert confirms that once he receives his termination as a consultant in
writing, that will be the effective end date of his services. Robert will
continue business and services as usual in the termination period, until a
final
transition and hand over job has taken place.
Dear Evelyn and Eric,
Can I kindly ask you to take control of this process?
Once we have both contracts signed by Robert and Luisa it needs to be
filed as
an 8K.
Thank you
Rene Sindlevﬂs
Chairman & Co—founder
Enochian BioSciences Inc
Century City Medical Plaza
2080 Century Park East, suite # 906
90067 Los Angeles, CA
USA a
Cell: +1 (305) 833—9391
Mail: RsindlevGEnochianBio.com
Web: www.enochianbio.com
FILED
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U
_
my Feb. 7 Danish filing with their accusation about the disclosure of confidential information.
Given that they were advised on February 5 of what my Danish filing would say, it is telling
that Enochian’s attorneys spent their time after that (and quite possibly before that) working
on a secret Vermont lawsuit rather than crafting a prompt response to the Danish lawsuit. In
fact, they did not bother to respond to the Danish lawsuit until February 26 (19 days after it
was filed), and then without any sense of urgency.
41. On February 12, unbeknownst to me, Enochian filed this action and sought an
“ex parte” temporary restraining order against me to prevent me from disclosing Enochian’s
supposedly confidential information.
42. I live and work out ofmy home in Randolph, Vermont, not far from the
courthouse, and l believe I should have been notified ofthe motion for temporary restraining
order so that I could have explained to the Court that there is nothing at all “confidential”
about the information contained in my Danish filing, and that the information is relevant to'
why Enochian abruptly and wrongfully terminated the Agreement.
43. I knew nothing about this lawsuit until the temporary restraining order was
served on me at my home by the sheriff on February 15.
44.
I
Although l travel regularly on business, I was at my home at all times between
February 12—15, and could and would easily have attended a hearing at the courthouse if I had
known about this lawsuit.
45. On February 13, the day after Enochian obtained its ex pane order in this Court
(but before I Was served with it) the Danish court directed Enochian to respond to my filing
there.
FILED
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EXHIBIT 3
FILED
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UNITED STATES
SECURITIES AND EXCHANGE COMNIISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date ofReport (Date ofearliest event reported): January 7, 2018
ENOCHIAN BIOSCIENCES INC.
(Exact name ofregistrant as speciﬁed in its charter)
Delaware .
000'54478 45-2559340
(State or other jurisdiction (Commission File Nlimber) (I.R.S. Employer
of incorporation) Identification No.)
Fl LED
2080 Century City East AUG *
5 ZU'R?)
ORANGE UNIT

"EXHIBIT 4
FILE?)
VERMONT SLJPFRIOR COURT
AUG -5 Z’Uak
ORANGE UNIT

VERMON‘I’
SUEEFQIOR
COURT
[U
ﬂDA”!C-’3
!
INIT

_ FILED
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of 81
Em
ployees
-'-t‘ime
,wjemplogesegjWe are in the process of building a research and development
NE ‘JIITJ 30 a0) Hzi‘da Et'fi’i
functionally and are led by an experienced research and
development management team We use
rigorous project
management techniques. to assist us in making disciplined strategic research and development program deci-sions and to
help limit the riskprofile of our product pipeline We also access relevant market infomiation and key opinion leadersIn
creating target product profles when appropriate, as we advance our programs towards commercialization We engage
third parties to conduct portions ofour preclinical research. 1n addition, we plan to utilize multiple clinical sites to condtrct
our clinical trials
ma 'CXtc’l expertise n gene therapy and relate Itific disciplmes. We operate ross-
Facilitics and Offices
.
Our corporate headquarters are located at Century City Medical Plarm, 2080 Century Park East, Suite 906, Los
Angeles CA, 90067. We have a ten-year lease for approximately 2,453 square feet at this location. The base rent for this
leased premises increases by 3% each year over the term, and ranges from $12,265 per month for the first year to $16,003
per month for the tenth year. The Company is entitled to $108,168 in contributions toward tenant improvements.
-
We also have a 5-year lease for 2,325 rentable square feet of office space at '5901 W. Olympic Blvdf Suite 419,
Los Angeles, CA 90036. The base rent increases by 3% each year over the life of the lease, and ranges from
approximately $8,719 per month for the first
year'to $10,107 per month for the two months of the sixth car. We are
entitled to $70,800In tenant improvement allowanceIn the form of free rent applied over 10 monthsIn equal’installments
from January 2018.
Corporate Information
We were incorporated in January 18, 201 1 in the state of Delaware and on March 2, 2018 we changed our name
from “DanDrit Biotech USA, Inc.” to Enochian BioSciences, lnc.
” Our website is http://www.enochianbio.com We make
available free of charge on or through our internet site, our annual, quarterly, and current reports and any amendments to
those reportsr
f'led or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasOnably practicable after we
electronically file such material with, or furnish it to the SEC. 1nf0rmation contained in our website is not part of, nor
incurporated by reference into, this report. -
we originally incorporated in Delaware on under the'name “Putnam Hills Corp.” We filed a Registration
Statement on Form 10 with the US. Securities and Exchange Commission, or the SEC, on August 12,, 201 1.
On February 12, 2014, pursuant to a Share Exchange Agreement, the Registrant acquired 100% of the issued and
outstanding capital stock of DanDrit. Denmark and as a result became DanDrit Denmark’s parent company (the “Share
Exchange”). Prior to the Share Exchange, the Registrant and an existing shareholder agreed to cancel 4,400,000 out of
5,000,000 shares of Gammon Stock 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 outstandingshare 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 (See also'Note l to the Consolidated Financial Statements).
In June 2015, the‘Board approved a change to the Registrant’s fiscal year end from Dec-ember 31 to June 30.
On February 16, 2018, we completed. our acquisition of Enochian Biopharma pursuant to the Acquisition
Agreement, with Enochian Biopharma surviving as a wholly owned subsidiary of the Registrant. As consideration for the
Acquisition, the stockholders of Enochian Biopharma received (i) 18,081,962 shares of Common Stock and (ii) the right
to receive Contingent Shares pro rata upon the exercise or conversion of warrants which were outstanding at closing (See
also Note 2 to the Consolidated Financial Statements).
. FILED
17 . . ,
'
AUG-"- 5 2039
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FILED
ME ~
5 2013‘
ORANGE UNIT
3

FILED
AUG *5 2019
ORANGE UNIT

OTCQB: ENOB
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computer, so key errors or spelling mistakes can occur. In any case and/or
for
that reason I cannot and will not be held liable and/or responsible for
matters
occurring hereof.
.
FILED
VERMONT SUPEREOR COURT
AUG
- 5 2033
ORANGE UNIT

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EXHIBIT 9
FILES
AUG ~
5 20‘59
ORANGE UNIT

EXHIBIT 10
FILED . .
VERMONT SUE-‘EFUGR COURT
AUG
~ 5 2819
ORANGE UNIT

_
U U
ENOCHIAN BIOSCIENCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, June _30,
2018 2018
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash 13,405,185
'
$ 15,600,865
Other Receivables — 122,866
Prepaid Expenses 142,390 38,284
Total Current Assets 13,547,575 $ 15,762,015
PROPERTY AND EQUIPMENT, Net Accumulated Depreciaticn 334,077 27,402
OTHER ASSETS _
Definite Life Intangible Assets, Net Accumulated Amortization 150,137,800 S 152,095,459
Deposits 137,550 137,550
Goodwill _
11,640,000 11,640,000
TOtal Other Assets 161,915,350 163,873,009
TOTAL ASSETS , 175,797,002 s _ 179,662,426
LIABILITIES AND STOCKHOLDER’S EQUITY
’
CURRENT LIABILITIES:
Accounts Payable- Trade 478,126 $ 571,809
Accounts Payable— Related Party 235,000 235,000
Accrued Expenses 71,757 66,913
Total Current Liabilities 784,883 873,722
Contingent Consideration Liability 21,423,000 $ 22,891,000
Total Liabilities 22,207,883 $ 23,764,722
STOCKHOLDERS EQUITY.
Preferred stock, $00001 par value, 10,000,000
shares authorized, no shares
issued and outstanding — —
Common stock, par value 30.0001, 100,000,000 shares authorized,
36,173,924 shares issued and outstanding at September 30, 2018;
36,163,924 issued and outstanding at June 30, 2018 3,617 $ 3,616
Additional Paid-In Capital 193,369,962 193,283,798
Accumulated Deficit (39,898,622) (37,595,389)
Other Comprehensive Income, Net 114,162 205,679
.Total Stockholder’s Equity 153,589,119 155,897,704
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY 175,797,002 179,662,426
-
See accompanying notes to the unaudited condensed consolidated financial statements.
2
FILED
VERMONT SUPEI‘K‘IDR COURT
lleU I“
5 ZU l9
ORANGE UNIT

LJ V
CONDENSED CONSOLIDATED STATEMENTS 0F OPERATIONS (UNAUDITED)
For the Three Months Ended
September 30,
2018 2017
ReVenues $ — S —
Cost of Goods Sold — _
Gross profit (Loss) _ _
Operating Expenses
General and Administrative Expenses 1,165,708 288,123
'
Non-Cash and Stock-Based Compensation Expense 86,166 112,837
Research and Development Expenses 493,555 153,652
Depreciation and Amortization 1,958,562 3,946
Consulting Expenses 62,035 67,210
Total Operating Expense $ 3,766,026 $ 625,768
LOSS FROM OPERATIONS (3,766,026) (625,768)
Other Income (Expense)
Change in Fair value of contingent consideration $ 1,468,000 $ —
Interest (Expense) (44) (177)
Interest (Expense) — Related Party — (592)
(Loss) Income on Currency Transactions (31,978) 387,409
Interest and Other Income, net 26,815 .
8,715
Total Other Income $ 1,462,793 S 395,355
Loss Before Income Taxes (2,303,233) _ (230,413)
Income Tax (Beneﬁt) — (4,638)
NET Loss $ _
(2,303,233) s (225,775)
BASIC AND DILUTED Loss PER SHARE $ (0.06) $ (0.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 36,170,882 12,685,832
See accompanying notes to the unaudited condensed consolidated ﬁnancial statements.
I‘f‘ILED
VERrweNT SUPERIOR COURT
AU“ ~
5
ORANGE UNIT

L2 L.)
ENOCHIAN BIOSCIENCES, INC. AND SUBSIDIARY
NOTES T0 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 A SUMMARY 0F SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30,
2018 and 2017 and for the periods then ended have been made. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted in the United States of America havc been
condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and
notes thereto included in the Company’s June 30, 2018 audited financial statements. The results of operations for the periods ended
September '30, 2018 and September 30, 2017 are not necessarily indicative of the operating results for the fiill year.
Business and Basis of Presentation — Enochian BioSciences, Inc, formerly DanDrit Biotech USA, Inc. (“Enochian”, or
“Registrant”, and together with its subsidiaries, the “Company”, “we” or “us”) engages in the research and development,
manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of HIV and cancer. The Registrant
was originally incorporated in the State of Delaware on January l8, 2011. On March 2, 2018, the Registrant amended its articles of
incorporation changing the name of the Company to Enochian BioSciences, Inc.
Subsidiaries
Enochian Biopharma Inc. (“Enochian Biopharma”) was incorporated on May 19, 2017 in Delaware and is a 100% owned
subsidiary of the Registrant. Enochian Biopharma owns a perpetual, fully paid-up, royalty-free, sublicensable, and sole and exclusive
worldwide license to research, develop, use, sell, have sold, make, have made, offer for sale, import and otherwise commercialize
certain intellectual property in cellular therapies for the prevention, treatment, amelioration of and/or therapy exclusively for HIV in
humans, and research and development exclusively relating to HIV in humans (the “Field”). The accompanying financial statements
include the accounts of Enochian Biopharma from the date of the acquisition which was completed on February l6, 2018.
DanDrit BioTech ApS, a Danish corporation'was incorporated on April 1, 2001 (“DanDrit Denmark”) and is a 100% owned
subsidiary of the Registrant (subject to 86,490' shares of common stock of DanDrit Denmark or 2.20% of outstanding shares to be
acquired with the 129,596 shares of common stock of the Regisnant (“Common Stock”) held in escrow according to Danish law (the
“Escrow Shares”). DanDrit Denmark engages in the research and development, manufacturing and clinical trials of pharmaceutical and
biological products for the human treatment of cancer.
Acquisition of Enochian Biopharma- On January 12, 2018, the Registrant, DanDrit Acquisition Sub, Inc., (“Acquisition
Sub”), Enochian Biopharma and Weird Science, LLC (“Weird Science”) entered into the Acquisition Agreement, pursuant to which on
February l6, 2018, Enochian Biopharma became a wholly owned subsidiary of the Registrant (the “Acquisition”). As consideration for
the Acquisition, the stOckholders of Enochian Biopharma received (i) 18,081,962 shares of the Common Stock of the Registrant and
(ii) the right to receive earn—out shares of Common Stock (“Contingent Shares”) pro rata upon the exercise or conversion of warrants
which were outstanding at closing. As of June 30, 2018, 6,488,122 Contingent Shares are contingently issuable in connection with the
Acquisition of Enochian Biopharma.
_
Year End — In June 2015, DanDrit USA’s Board of Directors (the “Board”) approved a change to its fiscal year end from
December 31 to June 30.
Consolidation — For the three months ended September 30, 2018 and 2017, the consolidated financial statements include the
accounts and operations of the Registrant, DanDrit Denmark, and Enochian Biopharma. All material inter-company transactions and
accounts have been eliminated in the consolidation.
FILED
AUG .— 5 2019
r
ORANGE UNIT

,—.
L.) v
NOTE I— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Functional Currency / Foreign currency translation — The functional currency of DanDn‘t Denmark is the Danish Kroner
(“DKK”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance
sheet' accounts are translated into U.S. dollars at the period-end exchange rates and all revenue and expenses are translated into U.S.
dollars at the average exchange rates prevailing during periods ended September 30, 2018, June 30, 2018 and September 30, 2017.
Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity.
Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the
functional currency are included in the statement of operations as incurred.
Cash and Cash Equivalents —The Company considers all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. The Company had balances held in financial institutions in Denmark and in the United States in
excess of federally insured States amounts at September 30, 2018 and June 30, 2018 of $13,155,1 85 and $15,350,865 respectively.
Property and Equipment — Property and equipment are stated at cost. Expenditures for major renewals and betterments that
extend the useful lives of property and equipment are capitalized, upon being placed in service. Expenditures for maintenance and
repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the
estimated useful lives of the assets which range from four to ten years (See Note 2).
Intangible Assets —Definite life intangible assets include patents and licenses. The Company accounts for definite life
intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 350, “Goodwill and Other Intangible Assets”. Intangible assets are recorded at cost. Patent costs consist of costs incurred to
acquire the underlying patent. If it is determined that a patent will not be issued, the related remaining capitalized patent costs are
charged to expense. License agreements cost represent the Fair Value of the license agreement on the date acquired. Intangible assets
are amortized on a straight-line basis over their estimated useful life. The estimated useful life of patents is twenty years from the date
of application.
Goodwill —Goodwill is not amortized but is evaluated for impairment annually in the fiscal fourth quarter or whenever
events or changes in circumstances indicate the carrying value may not be recoverable.
We test for goodwill impairment at the reporting unit level, which is one level below the operating segment level. Our
detailed impairment testing involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair
value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on discounted
cash flows or relative market-based approaches. If the fair value exceeds carrying value, then it is concluded that no goodwill
impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure possible
goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the
reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's
goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied
fair value of the goodWill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value.
V
The carrying value of goodwill at September 30, 2018, was $11.64 million. We do not believe there is a reasonable
likelihood that there will be a material change in the future estimates or assumptions we use to test for impairment losses on goodwill.
However, if actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could
be material.
'
FILED . .
. AUG 5 2019
ORANGE UNIT

u: u)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Téxes ——
The Company accoimts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income
Taxes, which requires an asset and liability approach for accounting for income taxes.
Loss Per Share — The Company calculates eamings/(Ioss) per share in accordance with FASB ASC 260 Earnings Per Share.
Basic earnings per common share (BPS) are based on the weighted average number of shares of Common Stock outstanding during
each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially
dilutive shares of Common Stock. Potential shares of Common Stock included in the diluted earnings per share calculation include in-
the-money stock options that have been granted but have not been exercised. Because of the net loss for the three months ended
September 30, 2018 and September 30, 2017, the dilutive shares for both periods .were excluded from the Diluted EPS calculation as
the effect of these potential shares of Common Stock is anti-dilutive. The Company had 6,573,036 potential shares of Common Stock
excluded from the Diluted EPS calculation as of September 30, 2018.
Fair Value of Financial Instruments — The Company accounts for fair value measurements for financial assets and
financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance, which, among
other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset
and liability category measured at fair value on either a recurring 0r nonrecurring basis. Fair value is defined as the exit price,
representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between
market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market
participants Would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
o Level l. Observable inputs such as quoted prices in active markets for identical assets or liabilities;
0 Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
0 Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its
own assumptions.
Unless otherwise disclosed, the fair value ofthe Company’s financial instruments including cash, accounts receivable, prepaid
expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded
values due to their short—term maturities.
The following table sets forth the liabilities at September 30, 2018, which is recorded on the balance sheet at fair value on a
recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is
significant to the fair value measurement:
FILED
wa~sZM9
ORANGE UNIT

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value Measurements at Reporting Date
Using
Quoted
Prices in
Active
Markets Significant
for Other Significant
September 30, Identical Observable Unobservable
2018 Assets Iguts Inputs
(Level 1) (Level 2)
'
(Level 3)
Contingent Consideration Liability $ 21,423,000 $ - $ - $ 21,423,000
The roll forward of the contingent consideration liability is as follows:
Balance June 30, 2018 $ 22,891,000
Fair value adjustment ( 1,468,000
Balance September 30, 2018
Stock Options and Warrants - The Company has granted stock options to certain employees, officers and directors that were
subsequently converted to Grant Warrants. During the three month periods presented in thc accompanying condensed consolidated
financial statements, the Company has granted stock options and warrants. The Company accounts for options and warrants in
accordance with the provisions of FASB ASC Topic 718, Compensation —
Stock Compensation. Non—cash compensation costs for
employee compensation and consulting fees for the three months ended September 30, 2018 and 2017 were $46,166 and $0,
respectively. Non-cash compensation costs of $46,166 and $0 have been recognized for the vesting of options and warrants granted to
oflicers, board members, employees and consultants with an associated recognized tax benefit of SO for the three months ended
September 30, 2018 and 2017, respectively.
Stock-Based Compensation -The Company records stock-based cempensation in accordance with ASC 718, Compensation
——Stock Compensation and ASC 505 - 50 Equity-Based Payments to Non—Employees. All transactions in which goods or services are
the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received
or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and
the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued
and are recognized over the employees required service period, which is generally the vesting period.
10
FILED
AUG "513C319
ORANGE UNIT

EXHIBIT 8
FIL
ED
VER
MO
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SU
PER
IOR
CO
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28
39
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U U
'
NOTE 2 — PROPERTY AND EQUIPMENT
Property and equipment consisted ofthe following at September 30, 2018 and June 30, 2018:
September 30, June 30,
_
Useful Life 2018 . 2018
Lab Equipment and Instruments 4-7 $ 509,439 $
I
202,197
Furniture Fixtures and Equipment 4-7 58,653 .
58,977
Total
'
568,092
'
261,174
Less Accumulated Depreciation (234,015) (233,772)
Net Proverty and Equipment s 334,077 $
'
27,402
Depreciation expense amounted to $1,512 and $0 for the three month period ended September 30, 2018 and 2017,
respectively.
NOTE 3 — DEFINITE-LIFE INTANGIBLE ASSETS
At September 30, 2018 and June 30, 2018, deﬁnite—life intangible assets consisted of the following:
Effect of
Useful September 30, _
Currency June 30,
-
Life 2018 Period Change Translation . 2018 .-
Patents 20 Years $ 309,261
— S (1,707)' S 310,968
License Agreement 20 Years 154,824,000 — — 154,824,000
Goodwill -
11,640,000 —‘ ——
11,640,000
Total 166,773,261 — (1,707) 166,774,968
I
Less Accumulated _
_
Amortization
'
(4,995,461) (1,955,952) ——
(3,039,509) .
Nct Deﬁnite—Life Intangible
'
Assets $ 161,777,800 (1,955,952) (1,707) $ .
163,735,459
During February 2018, the Company acquired a License Agreement (as licensee) to the HIV therapy being developed as
ENG-1001 which consists of a perpetuahfully 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 in the Field (the “License”).
I
Expected future amortization expense for. the years ended are as follows:
Year ending June 30, _
.
2019 .
'
5,817,592
2020 .
' '
F‘LED 7,756,790
2021 ._ 7 756 790
' -' R COURT ’ ’
2022 I
I
VERMONT SUPLRIO
7,756,790
2023 ,
n _, 7,756,790
Thereafter AUL;
--
5 2U IQ 113,293,048
ORANGE.uNIT
’
$ 150,137,800
Impairment
—
Following the fourth quarter of each year, management performs its annual test of impairment of intangible assets
assessing the qualitative factors and determines if1t 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

12
FILED
AUG
~
5 2019
ORANGE UNIT

U
NOTE 4 — LEASES (Continued)
Below are the lease commitments for the next 10 years:
Year Ending June 30th Lease Expense
2019 254,968
2020 267,140
2021
'
275,154
2022 283,408
2023
'
291,911
2024 175,741
2025 181,013
2026 186,443
2027 192,037
2028 197,798
Total $ 2,305.613
14
FILED
VERMC‘NT SUPERIOR COURT
AUG 5 2019
ORANGE UNIT

Affidavit of Robert Wolfe

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