Ensysce Biosciences Files S-1 for Potential Public Offering

TL;DR

<b>Ensysce Biosciences, Inc. has filed an S-1 registration statement, signaling potential future equity offerings.</b>

AI Summary

Ensysce Biosciences, Inc. (ENSCW) filed a IPO Registration (S-1) with the SEC on January 17, 2024. Ensysce Biosciences, Inc. filed an S-1 registration statement with the SEC. The company was formerly known as Leisure Acquisition Corp. and changed its name on September 13, 2017. The filing covers securities under the Securities Act of 1933. The company's business address is located in La Jolla, California. The filing was made on January 17, 2024.

Why It Matters

For investors and stakeholders tracking Ensysce Biosciences, Inc., this filing contains several important signals. This S-1 filing indicates Ensysce Biosciences is preparing for a potential public offering, which could provide capital for its operations and growth. As a company formerly known as Leisure Acquisition Corp., this filing marks a significant step in its evolution and potential market presence under its current name.

Risk Assessment

Risk Level: — Ensysce Biosciences, Inc. shows moderate risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for a potential offering and does not contain specific financial performance data or operational updates that would indicate immediate risk.

Analyst Insight

Monitor for subsequent filings (e.g., S-1/A, prospectus) to understand the terms and timing of any potential offering and the company's capital-raising strategy.

Key Numbers

• 2024-01-17 — Filing Date (Date the S-1 filing was submitted)
• 2017-09-13 — Name Change Date (Date Ensysce Biosciences changed its name from Leisure Acquisition Corp.)

Key Players & Entities

• Ensysce Biosciences, Inc. (company) — Filer name
• Leisure Acquisition Corp. (company) — Former company name
• SEC (regulator) — Regulatory body receiving the filing
• Securities Act of 1933 (regulatory) — Act under which securities are registered
• La Jolla, California (location) — Business address location

Forward-Looking Statements

• Ensysce Biosciences will likely pursue a public offering of securities in the near future. (Ensysce Biosciences, Inc.) — high confidence, target: 2024-12-31
• The company will use the proceeds from any offering to fund its pharmaceutical development pipeline. (Ensysce Biosciences, Inc.) — medium confidence, target: 2025-12-31

FAQ

Industry Context

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

Regulatory Implications

The S-1 filing is a standard requirement under the Securities Act of 1933 for companies planning to offer securities to the public.

What Investors Should Do

1. Review the full S-1 filing for details on the proposed offering, use of proceeds, and risk factors.
2. Track future SEC filings from Ensysce Biosciences for updates on the offering status and financial performance.
3. Research the company's drug pipeline and development stage to assess its long-term potential.

Key Dates

• 2024-01-17: S-1 Filing — Indicates potential future equity offering by Ensysce Biosciences, Inc.

Year-Over-Year Comparison

This is an S-1 filing, which is a preliminary registration statement and does not contain comparative financial data from a previous filing of the same type.

Key Financial Figures

• $0 — d to the public in this offering, minus $0.0001, and the exercise price of each pr
• $150,000 — ees and expenses in the amount of up to $150,000, and for its clearing expenses in the a
• $15,950 — its clearing expenses in the amount of $15,950. In addition, we have agreed to issue t
• $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
• $1.5675 — Agreement at a reset exercise price of $1.5675 per share GMP Good Manufacturing Pr
• $2,725.90 — at a weighted average exercise price of $2,725.90 per share May 2023 Securities Purchas
• $3.637 — mon stock at an exercise price reset to $3.637 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-1.htm (S-1) — 3607KB
• ex23-2.htm (EX-23.2) — 3KB
• ex107.htm (EX-FILING FEES) — 130KB
• forms-1_001.jpg (GRAPHIC) — 8KB
• 0001493152-24-002548.txt (&nbsp;) — 12680KB
• ensc-20230930.xsd (EX-101.SCH) — 64KB
• ensc-20230930_cal.xml (EX-101.CAL) — 74KB
• ensc-20230930_def.xml (EX-101.DEF) — 320KB
• ensc-20230930_lab.xml (EX-101.LAB) — 540KB
• ensc-20230930_pre.xml (EX-101.PRE) — 432KB
• forms-1_htm.xml (XML) — 2259KB

DILUTION

DILUTION 45 MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION 46

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 69 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 86 MANAGEMENT 89 EXECUTIVE & DIRECTOR COMPENSATION 94

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 99

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 105

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 110 PLAN OF DISTRIBUTION 111 LEGAL MATTERS 113 EXPERTS 113 WHERE YOU CAN FIND MORE INFORMATION 113 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 ADFs Abuse deterrent formulations ADHD Attention deficit hyperactivity disorder Aggregate Limit Up to $60 million of gross proceeds with respect to the

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 filing on SEC EDGAR