Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 27, 2019, at a special meeting of the Board of Directors (the
"Board") of Enochian Biosciences, Inc., a Delaware corporation (the "Company"),
the Board appointed Carol L. Brosgart, MD and Gregg Alton as directors. Mr.
Alton was also appointed as a member of the Audit Committee of the Board (the
"Audit Committee") and as Chair of the Nominating and Corporate Governance
Committee of the Board (the "Nominating and Governance Committee").
Dr. Brosgart is a Clinical Professor of Medicine, Epidemiology and Biostatistics
at the University of California, San Francisco and also works as a Consultant in
public health and policy, biotechnology and clinical development for infectious
diseases and liver diseases. She has been involved in HIV care and clinical
research since 1981. Mr. Alton worked at Gilead Sciences, Inc. ("Gilead") from
1999 to July of 2019. At Gilead, he previously served as interim CEO and most
recently served as Chief Patient Officer where he worked to expand access to
lifesaving medicines for HIV, Hepatitis and other diseases.
Both Dr. Brosgart and Mr. Alton will receive $60,000 in cash compensation and
$75,000 in stock options per year for service as a directors. In addition, Mr.
Alton will receive $7,500 as a member of the Audit Committee and $10,000 as the
Chair of the Nominating and Governance Committee. Other than the foregoing,
there are no arrangements or understandings between Dr. Brosgart or Mr. Alton
and any person (including the Company) pursuant to which either was appointed to
serve as a director, and there are no actual or proposed transactions between
Dr. Brosgart or Mr. Alton or any of their related persons and the Company that
would require disclosure under Item 404(a) of Regulation S-K (17 CFR 229.404(a))
in connection with either of their appointments as a director.
Neither Dr. Brosgart, nor Mr. Alton, has any family relationship with any
director, executive officer, or person nominated or chosen to become a director
or executive officer of the Company.
Also at the special meeting on December 27, 2019, Luc Debruyne informed the
Board that he would be resigning as a member of the Board effective December 31,
2019 to accept another position. The Board recognized and thanked Mr. Debruyne
for his dedicated service and contributions to the Company.
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