Ensysce Biosciences Files S-1/A Amendment

TL;DR

<b>Ensysce Biosciences, Inc. has filed an S-1/A amendment, providing updated corporate and financial information.</b>

AI Summary

Ensysce Biosciences, Inc. (ENSCW) filed a Amended IPO Registration (S-1/A) with the SEC on March 26, 2024. Ensysce Biosciences, Inc. filed an S-1/A amendment on March 26, 2024. The company is incorporated in Delaware with its fiscal year ending December 31. Its business and mailing address is located at 7946 Ivanhoe Avenue, Suite 201, La Jolla, CA 92037. The filing relates to the Securities Act of 1933. The company was formerly known as Leisure Acquisition Corp. until September 13, 2017.

Why It Matters

For investors and stakeholders tracking Ensysce Biosciences, Inc., this filing contains several important signals. This filing is a routine amendment to a registration statement, indicating ongoing corporate activities and potential future offerings or disclosures. The amendment provides specific details about the company's structure, former name, and location, which are crucial for investors tracking its development.

Risk Assessment

Risk Level: — Ensysce Biosciences, Inc. shows moderate risk based on this filing. The filing is an S-1/A amendment, which is a routine procedural document and does not contain new material financial or operational information that would significantly alter the company's risk profile.

Analyst Insight

Monitor future filings for specific details regarding the company's business operations, financial performance, and any potential securities offerings.

Key Players & Entities

• Ensysce Biosciences, Inc. (company) — Filer name
• 0001493152-24-011321 (filing_id) — Accession number
• 20240326 (date) — Filing date
• La Jolla, CA (location) — Business address city and state
• Leisure Acquisition Corp. (company) — Former company name
• 20170913 (date) — Date of name change

FAQ

Industry Context

Ensysce Biosciences operates in the pharmaceutical preparations industry, focusing on developing novel drug delivery technologies.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities.

What Investors Should Do

1. Review the full S-1/A filing for any substantive updates or disclosures.
2. Track Ensysce Biosciences' stock performance and future SEC filings.
3. Research the company's product pipeline and clinical trial progress.

Year-Over-Year Comparison

This is an amendment to a previous filing, indicating ongoing regulatory processes rather than a new initial filing.

Key Financial Figures

• $0.0001 — 7 shares of our common stock, par value $0.0001 per share (" common stock "), which con
• $1.06 — stock at a per share exercise price of $1.06 that we issued to certain Selling Secur
• $0.799 — stock on The Nasdaq Capital Market was $0.799 per share and the closing bid price for
• $0.048 — quoted on the OTC Pink Open Market was $0.048. You should read this prospectus and
• $15.9 m — aggregate original principal amount of $15.9 million, sold in two closings on Septembe
• $8.48 m — aggregate original principal amount of $8.48 million, sold in two closings on June 30,
• $1.836 m — es in the aggregate principal amount of $1.836 million, sold in two closings on October
• $60 million — vity disorder Aggregate Limit Up to $60 million of gross proceeds with respect to the G
• $2,725.90 — at a weighted average exercise price of $2,725.90 per share May 2023 Securities Purchas
• $3.64 — mon stock at an exercise price reset to $3.64 per share and (ii) 2022 exercisable for
• $2,760.00 — ur common stock at an exercise price of $2,760.00 per share R&D Research and Developm

Filing Documents

• forms-1a.htm (S-1/A) — 2455KB
• ex5.htm (EX-5) — 27KB
• ex23-2.htm (EX-23.2) — 2KB
• ex107.htm (EX-FILING FEES) — 65KB
• ex5_001.jpg (GRAPHIC) — 3KB
• ex5_002.jpg (GRAPHIC) — 3KB
• ex5_003.jpg (GRAPHIC) — 3KB
• forms-1_001.jpg (GRAPHIC) — 8KB
• 0001493152-24-011321.txt (&nbsp;) — 9452KB
• ensc-20231231.xsd (EX-101.SCH) — 65KB
• ensc-20231231_cal.xml (EX-101.CAL) — 64KB
• ensc-20231231_def.xml (EX-101.DEF) — 273KB
• ensc-20231231_lab.xml (EX-101.LAB) — 482KB
• ensc-20231231_pre.xml (EX-101.PRE) — 371KB
• forms-1a_htm.xml (XML) — 1424KB

USE OF PROCEEDS

USE OF PROCEEDS 42 MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION 42

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 65 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 80 MANAGEMENT 82 EXECUTIVE & DIRECTOR COMPENSATION 87

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 92 SECURITIES ACT RESTRICTIONS ON RESALE OF ENSYSCE SECURITIES 98

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 99 SELLING SECURITYHOLDERS 100 PLAN OF DISTRIBUTION 103 LEGAL MATTERS 104 EXPERTS 104 WHERE YOU CAN FIND MORE INFORMATION 104 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 GLOSSARY Definitions: 2013 Framework Financial reporting criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) 2021 Notes The senior secured convertible promissory notes in the aggregate original principal amount of $15.9 million, sold in two closings on September 24, 2021 and November 5, 2021, respectively, pursuant to the Securities Purchase Agreement entered into on September 24, 2021 2021 Omnibus Incentive Plan Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan, as amended 2021 Securities Purchase Agreement Securities Purchase Agreement, dated as of September 24, 2021, between the Company and certain institutional investors 2022 Notes The senior secured convertible promissory notes in the aggregate original principal amount of $8.48 million, sold in two closings on June 30, 2022 and August 8, 2022, respectively, pursuant to the Securities Purchase Agreement entered into on June 30, 2022 2022 Securities Purchase Agreement Securities Purchase Agreement, dated as of June 30, 2022, between the Company and certain institutional investors 2023 Notes The senior secured convertible promissory notes in the aggregate principal amount of $1.836 million, sold in two closings on October 25, 2023 and November 28, 2023, respectively, pursuant to the Securities Purchase Agreement entered into on October 23, 2023 2023 Securities Purchase Agreement Securities Purchase Agreement, dated as of October 23, 2023, between the Company and certain investors 2024 Warrants The Series A Warrants and Series B Warrants, issued February 14, 2024, exercisable for an aggregate of 7,203,504 sh

Business

Business Combination The definitive merger agreement among LACQ, Merger Sub and Former Ensysce, dated January 31, 2021, providing for, among other things, and subject to terms and conditions therein, the business combination between LACQ and Former Ensysce pursuant to the merger of Merger Sub with and into Former Ensysce, with Former Ensysce continuing as the surviving entity and as a wholly-owned subsidiary of LACQ CARA Comprehensive Addiction and Recovery Act CDC Center for Disease Control CDER Center for Drug Evaluation and Research cGMP Current Good Manufacturing Practice Cmax Maximum plasma concentration CMC Chemistry, manufacturing, and controls CMOs Contract manufacturing organizations CNS Central nervous system Company Ensysce Biosciences, Inc. and its consolidated subsidiaries COVID-19 Novel coronavirus disease Covistat A subsidiary renamed EBIR, Inc. CROs Contract research organizations CSA Controlled Substances Act CSOS Controlled Substance Ordering System DEA United Draw Down Limit 400% of the average daily trading volume for the 30 trading days immediately preceding the date the Company delivers the draw down notice with respect to the GEM Agreement DSCSA Title II of the Federal Drug Quality and Security Act of 2013, known as the Drug Supply Chain Security Act EB Ensysce Biosciences, Inc. prior to its merger with Signature Acquisition Corp. pursuant to the EB-ST Agreement. EBIR Previously known as Covistat, Inc., EBIR, Inc. is a clinical stage pharmaceutical company that is developing a compound utilized in the Company's overdose protection program for the treatment of COVID-19 and 79.2%-owned subsidiary of the Company EB-ST Agreement Agreement and Plan of Merger, dated as of December 28, 2015, by and among Signature, SAQ, and EB EMA European Medicines Agency 1 Ensysce Ensysce Biosciences Inc. EPO European Patent Office ETASU

View Full Filing

View this S-1/A filing on SEC EDGAR