Ensysce Biosciences Files 8-K: Material Agreement, Equity Sales

TL;DR

Ensysce (ENSY) filed an 8-K on 8/29, reporting a material definitive agreement and equity sales. Watch for updates.

AI Summary

Ensysce Biosciences, Inc. announced on August 29, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing is a current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates significant corporate activity for Ensysce Biosciences, including a new material agreement and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing details material agreements and equity sales, which can introduce financial and operational risks for the company.

Key Players & Entities

• Ensysce Biosciences, Inc. (company) — Registrant
• August 29, 2024 (date) — Date of Report
• August 28, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• La Jolla, California (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ENSC The Nasdaq Stock Mar
• $0.47 — ommon Stock "), at an offering price of $0.47 per share, (ii) pre-funded warrants (th
• $0 — a price per Pre-funded Warrant equal to $0.4699, the price per Share less $0.0001,
• $1.67 million — 01, for gross proceeds of approximately $1.67 million before the deduction of placement agent
• $0.4699 — nded Warrants have an exercise price of $0.4699 per share, become exercisable upon issu
• $1.06 — ruary 2024, having an exercise price of $1.06 per share, at a reduced exercise price
• $1.5675 — mber 2023 and have an exercise price of $1.5675 per share such that the amended warrant
• $4.5 m — fferings, estimated to be approximately $4.5 million, for continued development of its
• $14 million — will supplement the recently announced $14 million grant award from the National Institute
• $35,000 — also agreed to pay the Placement Agent $35,000 for non-accountable expenses, up to $50
• $50,000 — 000 for non-accountable expenses, up to $50,000 for accountable expenses and $15,950 fo
• $15,950 — to $50,000 for accountable expenses and $15,950 for a clearing agent fee. We issued war
• $0.5875 — arrants have an exercise price equal to $0.5875 per share and are exercisable for five

Filing Documents

• form8-k.htm (8-K) — 62KB
• ex4-1.htm (EX-4.1) — 110KB
• ex4-2.htm (EX-4.2) — 120KB
• ex4-3.htm (EX-4.3) — 115KB
• ex5-1.htm (EX-5.1) — 26KB
• ex10-1.htm (EX-10.1) — 282KB
• ex10-2.htm (EX-10.2) — 74KB
• ex99-1.htm (EX-99.1) — 18KB
• ex5-1_001.jpg (GRAPHIC) — 19KB
• 0001493152-24-034451.txt ( ) — 1176KB
• ensc-20240829.xsd (EX-101.SCH) — 3KB
• ensc-20240829_lab.xml (EX-101.LAB) — 33KB
• ensc-20240829_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Form of Pre-funded Warrant 4.2 Form of Common Warrant 4.3 Form of Private Placement Agent Warrant 5.1 Legal Opinion of Troutman Pepper Hamilton Sanders LLP 10.1 Form of Securities Purchase Agreement 10.2 Form of Inducement Letter Agreement 23.1 Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1) 99.1 Press Release dated August 29, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 29, 2024 Ensysce Biosciences, Inc. By: /s/ Lynn Kirkpatrick Name: Dr. Lynn Kirkpatrick Title: President and Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR