Enochian Securities Litigation

The Court authorized that the Long-Form Notice be disseminated because you or someone in your family has been identified as a potential Settlement Class Member who may have purchased or acquired shares of Enochian common stock during the Class Period. The Court directed that the Long-Form Notice be made available to Settlement Class Members to explain the Litigation, Settlement Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them. The issuance of the Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Litigation, and the Court still has to decide whether to approve the Settlement.

Receipt of the Long-Form Notice does not mean that you are a Member of the Settlement Class or that you will be entitled to receive a payment. The Parties do not have access to your individual investment information. If you wish to be eligible for a payment, you are required to timely submit the Proof of Claim, which can be filed online or downloaded from the Important Documents page and mailed to the Claims Administrator.

The Court in charge of the case is the United States District Court for the Central District of California, and the case is known as Chow v. Enochian Biosciences Inc., et al. Case No. 8:22-cv-01374 (C.D. Cal.). The person who sued, Jean-Pierre Murray, is called the Lead Plaintiff. Enochian and the individuals that the Lead Plaintiff sued, Dr. Mark Dybul, Carl Sandler, and René Sindlev, are called the Defendants.

The Complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq., (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. Specifically, the Complaint alleges that Defendants made material misstatements and omissions about the qualifications of Serhat Gumrukcu, the Company’s “Inventor and Co-Founder,” who Defendants represented as a medical doctor and world-class researcher, but who was not a doctor, had no medical training, and was a prolific criminal and fraudster. Lead Plaintiff contends that these allegedly false and misleading statements and/or omissions artificially inflated or maintained Enochian’s stock price and when the alleged truth was eventually disclosed, the price of Enochian’s stock declined, resulting in substantial damages to the Settlement Class. Thus, Lead Plaintiff alleges that Settlement Class Members overpaid for Enochian common stock during the relevant time period and were damaged thereby.

Defendants have expressly denied and continue to deny any wrongdoing or liability against them arising out of any statements or omissions alleged, or that could have been alleged, in the Litigation.

The Litigation is currently pending in the United States District Court for the Central District of California before Judge John W. Holcomb (the “Court”). The initial complaint in this Litigation was filed on July 26, 2022. (ECF No. 1.) On October 22, 2023, the Court appointed Jean-Pierre Murray as Lead Plaintiff and Bleichmar Fonti & Auld LLP as Lead Counsel. (ECF No. 64.)

Lead Plaintiff filed the operative Amended Complaint for Violations of the Federal Securities Laws (the “Complaint”) on December 15, 2023. (ECF No. 68.) The Complaint alleged violations of Sections 10(b) and 20(a) of the Exchange Act of 1934. Defendants moved to dismiss the Complaint on March 15, 2024 (ECF Nos. 73-75), which Lead Plaintiff opposed on May 17, 2024 (ECF Nos. 81-82). On June 28, 2024, the Court denied Defendants’ motion to dismiss the Complaint after hearing oral argument. (ECF No. 90.) Defendants filed their answer on August 2, 2024, which denied all claims alleged in the Complaint and asserted multiple affirmative defenses. (ECF No. 96.)

On September 17, 2024, the Parties engaged in an arm’s length settlement conference before Jed Melnick of JAMS. At the conclusion of the settlement conference, Mr. Melnick issued a mediator’s recommendation to resolve the Litigation. Following numerous further teleconferences with Mr. Melnick over the following weeks, the parties accepted Mr. Melnick’s recommendation to settle the case, reaching a settlement in principle on the terms set forth herein, subject to the approval of the Court.

In a class action, a class representative (in this case, the Court-appointed Lead Plaintiff Jean-Pierre Murray) sues on behalf of people who have similar claims. Here, all these people are called the Settlement Class or Settlement Class Members. One court resolves the issues for all class members at the same time, except for those who timely and validly exclude themselves from the class (the process for which is described more fully in Question 14). Judge John W. Holcomb is presiding over this class action.

The Court did not decide in favor of Lead Plaintiff or Defendants. Instead, both sides agreed to a settlement. That way they avoid the cost and uncertainty of further litigation and a trial, and eligible Settlement Class Members who submit valid claims will receive compensation. Particularly in light of the possibility that continued litigation could result in no greater recovery than the Settlement—or no recovery at all—Lead Plaintiff and Plaintiff’s Counsel believe the settlement is in the best interest of all Settlement Class Members.

The Settlement Class includes all persons and entities who purchased or otherwise acquired Enochian common stock between January 17, 2018, and June 27, 2022, both dates inclusive, and who were damaged thereby (the “Settlement Class”). Certain Persons and entities are excluded from this definition, as described in Question 7.

Excluded from the Settlement Class are (1) Defendants and any affiliates or subsidiaries thereof; (2) present and former officers and directors of Enochian, and their immediate family members (as defined in Item 404 of SEC Regulation S-K, 17 C.F.R. § 229.404, Instructions (1)(a)(iii) & (1)(b)(ii)); (3) any entity in which any Defendant has or has had a controlling interest; (4) Serhat Gumrukcu, Anderson Wittekind, and any companies or entities currently or previously controlled by Serhat Gumrukcu and/or Anderson Wittekind, either individually or jointly; and (5) the legal representatives, heirs, estates, agents, successors, or assigns of any person or entity described in the preceding four categories. Also excluded from the Settlement Class are any Settlement Class Members that validly and timely request exclusion in accordance with the requirements set by the Court in the Long-Form Notice of Pendency and Proposed Settlement of Class Action.

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator by phone at (888) 658-8895 or by email at info@EnochianSecuritiesLitigation.com, or you can fill out and return the Proof of Claim described in Question 11, to see if you qualify.

PLEASE DO NOT CALL THE COURT OR DEFENDANTS WITH QUESTIONS ABOUT THE SETTLEMENT.

Defendants have agreed to settle the litigation for a total of $2,500,000.00 in cash. This amount, plus any interest earned thereon, constitutes the Settlement Fund. The balance of this fund after payment of (i) Court-approved attorneys’ fees and expenses, (ii) any award of reasonable costs and expenses to Lead Plaintiff, (iii) the costs of claims administration, including the costs of distributing the Notice and the cost of publishing notice, and (iv) Taxes and Tax Expenses, is the “Net Settlement Fund.” The Net Settlement Fund will be divided among all eligible Settlement Class Members who send in timely and valid Proofs of Claim in accordance with the Plan of Allocation.

Your payment (if any) will depend on several things, including the total dollar amount of claims represented by the valid Proofs of Claim that Settlement Class Members submit; the number of shares of Enochian common stock you purchased or acquired; how much you paid for those shares; when you purchased or acquired them; and if and when you sold your shares of Enochian common stock and for how much. The Claims Administrator will apply the Plan of Allocation (appended to the Long Form Notice as Appendix A) to calculate the amount of your Recognized Claim, and your payment (if any) will be a portion of the Net Settlement Fund equal to your Recognized Claim divided by the total of all Authorized Claimants’ Recognized Claims.

To qualify for payment, you must be an eligible Settlement Class Member, send in a timely and valid Proof of Claim, and properly document your claim as requested in the Proof of Claim. A Proof of Claim may be downloaded from the Important Documents page, and is also available in paper form by contacting the Claims Administrator at info@EnochianSecuritiesLitigation.com, by phone at (888) 658-8895, or at Enochian Securities Litigation, c/o Epiq Class Action & Claims Solutions, Inc., P.O. Box 2919, Portland, OR 97208-2919. Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it such that it is postmarked no later than December 7, 2025, or submit it online by no later than December 7, 2025. Proofs of Claim may be completed and submitted online here.

The Court will hold a hearing on November 25, 2025, at 10:00 a.m., to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain whether these appeals, if any, can be resolved, and resolving them can take time. It also takes time for all the Proofs of Claim to be processed. Please be patient.

Unless you timely and validly exclude yourself, you are a Settlement Class Member, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants or any of their Related Parties about the Released Claims. It also means that all of the Court’s orders, including a judgment (“Judgment”) dismissing the Litigation with prejudice on the merits, will apply to you and legally bind you and you will release all Released Claims in this case against the Defendants and their Related Parties.

“Released Claims” means any and all claims, rights, causes of action, liabilities, actions, suits, damages, or demands (including Unknown Claims as defined below) of any kind whatsoever, which now exist, heretofore or previously existed, or may hereafter exist, including, but not limited to, any claims arising under federal, state, or common law, that the Lead Plaintiff or any Settlement Class Member has asserted in the Amended Complaint, or could have asserted in either the Litigation or could in the future assert in any United States forum that concern, arise out of, refer to, are based upon, or are related in any manner to the allegations, transactions, facts, matters, occurrences, representations, statements, or omissions alleged, involved, set forth, or referred to in the Litigation. “Released Claims” does not include claims relating to the enforcement of the Settlement. For the avoidance of doubt and without limitation to other claims or potential claims, the releases will not include the derivative claims raised in Weird Science LLC et al v. Rene Sindlev et al, Case No. 2:24-cv-00645 (C.D. Cal.), Midler v. Gumrukcu et al., Case No. 22STCV33960 (L.A. Sup. Ct.), Solak v. Gumrukcu, et al., Case No. 1:23-cv-00065 (D. Del.), or Koenig v. Gumrukcu et al., Case No. 2:22-cv-06871 (C.D. Cal.).

“Releasing Defendants’ Claims” means all claims and causes of action of every nature and description, whether known or unknown (including Unknown Claims as defined below), whether arising under federal, state, or common law, that arise out of or relate in any way to the institution, prosecution or settlement of the Action or the Released Claims against the Released Defendants. Notwithstanding the foregoing, “Releasing Defendants’ Claims” does not include claims relating to the enforcement of the Settlement. For the avoidance of doubt and without limitation to other claims or potential claims, the release will not include any claims or potential claims against Serhat Gumrukcu, Anderson Wittekind, and any companies or entities currently or previously controlled by Serhat Gumrukcu and/or Anderson Wittekind, either individually or jointly, including, but not limited to, the claims asserted in the actions captioned Enochian v. Gumrukcu, Wittekind, G Tech Bio LLC, SG & AW holdings, Seraph Research Institute, and Does 1-50, Case No. 22STCV34071 (Sup. Ct. L.A. Cty), Renovaro Inc. v. Gumrukcu, Weird Science, LLC, Wittekind, the William Anderson Wittekind 2020 Annuity Trust, the William Anderson Wittekind 2021 Annuity Trust, and the Ty Mabry 2021 Annuity Trust, Case No. 2024-0679-MTZ (Del. Ch.); RS Group ApS v. GWRS Holdings, LLC, SG & AW Holdings LLC, Gumrukcu, Wittekind, and Does 1-15, Case No. 22STCV26335 (Sup. Ct. L.A. Cty.).

“Unknown Claims” means (i) any Released Claims which any one of the Lead Plaintiff or Settlement Class Members do not know or suspect to exist in his, her or its favor at the time of the release of the Released Defendants which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Defendants, or might have affected his, her or its decision with respect to the settlement, including, but not limited to, whether or not to object to this settlement or seek exclusion from the Settlement Class, and (ii) any Releasing Defendants’ Claims that any one of the Released Defendants do not know or suspect to exist in his, her or its favor at the time of the release, which, if known by him, her or it, might have affected his, her or its settlement with and release of Lead Plaintiff and Settlement Class Members. With respect to any and all Released Claims and Releasing Defendants’ Claims, the Released Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff, Lead Plaintiff’s Counsel and the Released Defendants shall expressly waive, and each of the Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived, the provisions, rights, and benefits of California Civil Code §1542 and any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her would have materially affected his or her settlement with the debtor or released party.

Lead Plaintiff, Lead Plaintiff’s Counsel, Settlement Class Members, and Released Defendants may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead Plaintiff, Lead Plaintiff’s Counsel and Released Defendants shall expressly settle and release, and each Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, disclosed or undisclosed, matured or unmatured, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff, Lead Plaintiff’s Counsel and Released Defendants acknowledge, and the Settlement Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part.

“Released Defendants” means each and all of the Defendants, their attorneys and each of their applicable Related Parties.

“Released Parties” means each and all of the Released Defendants and the Released Plaintiff Parties.

“Defendants” means Enochian Biosciences Inc. (now Renovaro, Inc.), Dr. Mark Dybul, Carl Sandler, and René Sindlev.

“Related Parties” means, as applicable, each and all of the following: (a) each and every Defendant, including all defendants previously named in this action; (b) each and every member of the Settlement Class, Lead Plaintiff, and Lead Plaintiff’s Counsel; (c) the respective present and former parents, affiliates, subsidiaries, divisions, directors, officers, employees, contractors, founders, controlling shareholders, advisors, accountants, auditors, financial or investment advisors or consultants, banks or investment bankers, personal or legal representatives, coinsurers, related or affiliated entities, general partners and limited partners, and successors in interest of the Persons listed in subparts (a) and (b), including without limitation any Person in which a Person in subpart (a) and (b) has or had a controlling interest, in their respective capacities as such; and (d) the present and former members of the immediate family, heirs, principals, trustees, trusts, executors, administrators, predecessors, successors, assigns, members, agents, subsidiaries, employees, officers, managers, directors, general partners, limited partners, attorneys, representatives, estates, divisions, estate managers, indemnifiers, insurers and reinsurers of each of the Persons (including entities, as defined above) listed in subparts (a), (b), and (c) of this definition, in their respective capacities as such.

“Lead Plaintiff’s Counsel” means any counsel who have appeared in the Litigation on behalf of Lead Plaintiff or the Class, including Settlement Class Counsel, the Schall Law Firm, and The Law Offices of Susan R. Podolsky.

The Judgment will also provide that upon the Effective Date, without any further action by anyone, Lead Plaintiff and each of the Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, compromised, settled, resolved, waived, discharged, and dismissed on the merits with prejudice all Released Claims (including, without limitation, Unknown Claims) against Defendants and their Related Parties, whether or not such Settlement Class Member executes and delivers a Proof of Claim or participates in the Settlement Fund. These releases and waivers were separately bargained for and are essential elements of the Stipulation and the Settlement.

Moreover, upon the Effective Date, Lead Plaintiff and all Settlement Class Members, and anyone claiming through or on behalf of any of them, will be forever barred and enjoined from commencing, instituting, intervening in, prosecuting, or continuing to prosecute any action or proceeding in any court of law or equity, arbitration tribunal, administrative forum, or other forum of any kind, asserting any of the Released Claims against any of the Defendants and their Related Parties, and each of them.

To exclude yourself from the Settlement Class, you must submit a written request for exclusion to the Claims Administrator online or by mail to the following address

Enochian Securities Litigation
EXCLUSIONS
c/o Epiq Class Action & Claims Solutions, Inc.
P.O. Box 2919
Portland, OR 97208-2919

You cannot exclude yourself by telephone or email. Your request for exclusion must state that you want to be excluded from Chow v. Enochian Biosciences, Inc., et al., Case No. 8:22-cv-01374 (C.D. Cal.), and must: (i) include the name, address, and telephone number for you or the entity seeking exclusion; (ii) state that you or the entity wish to be “excluded from the Settlement Class” in this Litigation; (iii) include proof (such as stockbroker confirmation slips, stockbroker statements, or other documents) adequately evidencing the date(s), price(s), and number(s) of all shares of Enochian common stock purchased and/or sold during the Class Period; and (iv) be signed by you or the entity requesting exclusion or their authorized representative (accompanied by proof of authorization). No request for exclusion will be considered valid unless it is timely and provides all of the information described above.

Your exclusion request must be submitted online or received by the Claims Administrator no later than October 23, 2025.

Do not submit a request for exclusion as well as an objection and/or Proof of Claim. If you do so, your objection and/or Proof of Claim will be disregarded and you will be excluded from the Settlement Class.

No. Unless you timely and validly exclude yourself, you give up any right to sue the Defendants and their Related Parties for the Released Claims in this Settlement. If you have a pending lawsuit against any of these parties, including the Defendants, speak to your lawyer in that case immediately. Remember, the exclusion deadline is October 23, 2025.

No. If you exclude yourself, you are not a Settlement Class Member and cannot submit a Proof of Claim.

The Court appointed the law firm of Bleichmar Fonti & Auld LLP to represent you and other Settlement Class Members. These lawyers are called Lead Plaintiff’s Counsel. You will not be directly charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses. If you want to be represented by your own lawyer, you may hire one at your own expense.

Lead Plaintiff’s Counsel will ask the Court for attorneys’ fees not to exceed 30% of the Settlement Amount, plus interest that is incurred on these amounts at the same rate as earned by the Settlement Fund, and for expenses in an amount not to exceed $300,000, plus interest that is incurred on these amounts at the same rate as earned by the Settlement Fund. Such sums as may be approved by the Court will be paid from the Settlement Fund.

The attorneys’ fees and expenses requested will be the only payment to Lead Plaintiff’s Counsel for its efforts in achieving this Settlement and for its risk in undertaking this representation on a wholly contingent basis. Lead Plaintiff’s Counsel has committed a substantial amount of time and significant expenses in litigating this case for the benefit of the Settlement Class. To date, Lead Plaintiff’s Counsel has not been paid for its services in conducting this Litigation on behalf of Lead Plaintiff and the Settlement Class, nor for its expenses. The fees requested will compensate counsel for its work in achieving the Settlement Fund for the benefit of the Settlement Class.

If you are a Settlement Class Member, you can object to the Settlement if you do not like any part of it, including the Plan of Allocation and the request for attorneys’ fees or expenses. You can state the reasons why you think the Court should not approve it. The Court will consider your views. To object, you must send a letter saying that you object to the Settlement or to certain aspects of the Settlement in Chow v. Enochian Biosciences, Inc., et al., Case No. 8:22-cv-01374 (C.D. Cal.), which must (1) include the objector’s name, address, and telephone number; (2) provide documentation establishing the objector’s membership in the Settlement Class, including documents showing the type and number of shares of Enochian common stock purchased, acquired, and sold during the Class Period, as well as the dates and prices of each such purchase, acquisition, and sale; (3) contain a statement of reasons for the objection, including whether it applies only to the objector, to a specific subset of the Settlement Class, or to the entire Settlement Class; (4) identify any other class action settlement(s) in which the objector or the objector’s attorney has objected; (5) include copies of any papers or other documents upon which the objection is based; and (6) include the objector’s signature, even if represented by counsel.

Any objection must be mailed or delivered such that it is received by each of the following (not simply postmarked) no later than November 4, 2025:

Court:

Clerk of the Court
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
Ronald Reagan Federal Building and U.S.
Courthouse
411 W. 4th Street
Santa Ana, California 92701-4516

Lead Counsel:

George N. Bauer
BLEICHMAR FONTI & AULD LLP
300 Park Avenue, Suite 1301
New York, New York 10022
Emailed copy to
enochiansettlement@bfalaw.com

Counsel for Defendants::

Brett De Jarnette
COOLEY LLP
3175 Hanover Street
Palo Alto, CA 94304
Emailed copy to bdejarnette@cooley.com

Unless the Court orders otherwise, any Settlement Class Member who does not object in the manner described above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to any aspect of the proposed Settlement, the proposed Plan of Allocation, and any request for an award of attorneys’ fees and expenses and an award to Lead Plaintiff for reasonable costs and expenses. Settlement Class Members do not need to appear at the Final Approval Hearing or take any other action to indicate their approval.

Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself, you have no basis to object because the case no longer affects you.

The Court will hold a Final Approval Hearing at 10:00 a.m., on November 25, 2025, at the Ronald Reagan Federal Building and U.S. Courthouse, 411 W. 4th Street, Santa Ana, California 92701-4516. At this hearing the Court will consider whether the Settlement is fair, reasonable, and adequate; whether a Settlement Class should be certified for purposes of the Settlement; whether the proposed Plan of Allocation is fair, reasonable, and adequate and therefore should be approved; rule on Lead Plaintiff’s Counsel’s request for attorneys’ fees and expenses; rule on Lead Plaintiff’s request for reasonable costs and expenses; consider any objections; and listen to people who have asked to speak at the hearing. The Court may move the date or time of the Final Approval Hearing to a later date and/or time without further written notice to you. If the date or time of the Final Approval Hearing is changed, the new date and/or time will be posted on this website.

No. Plaintiff’s Counsel will answer any questions the Court may have, and Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval. If you send an objection or statement in support of the Settlement, you are not required to go to Court to discuss it; you may pay your own lawyer to attend, or attend at your own expense, but you are not required to do so.

If you have timely filed an objection, you may ask the Court for permission to speak at the Final Approval Hearing. To do so, your written objection must (in addition to the information specified in Question 19) state your intention to appear at the hearing, and must include the identity of any witnesses you may call to testify and copies of any exhibits you intend to introduce into evidence at the Final Approval Hearing. You cannot speak at the hearing if you exclude yourself from the Settlement Class.

If you do nothing, you will be a Settlement Class Member. However, you will not receive any money from this Settlement unless you submit a Proof of Claim. Unless you exclude yourself, you won’t be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants or their Related Parties about the Released Claims.

This website summarizes the proposed Settlement and does not describe all of the details of the Settlement. More details are in the Stipulation. You can obtain a copy of the Stipulation by going to the Important Documents page.

If you have questions about the Settlement, you can contact the Claims Administrator by calling (888) 658-8895 or writing to Enochian Securities Litigation, c/o Epiq Class Action & Claims Solutions, Inc., P.O. Box 2919, Portland, OR 97208-2919, or contact Plaintiff’s Counsel at enochiansettlement@bfalaw.com or (888) 879 9418.

DO NOT TELEPHONE THE DEFENDANTS OR THE COURT.