Ensysce Biosciences, Inc.

Current report

Information concerning the sale of unregistered securities in March 2025 was disclosed in a Current Report on Form 8-K filed on March 31, 2025. On January 12, 2025, we entered into a Product Development and Commercial Manufacturing Supply Master Services Agreement (the “Agreement”) with Galephar Pharmaceutical Research, Inc., a Puerto Rico corporation (“Galephar”). The Agreement provides for Galephar to expend up to $10 million (the “Cap”) to support research and development, manufacture, packaging and testing of our PF614 drug product and PF614-MPAR project in return for the consideration specified below. First, we will issue 13,801 unregistered shares of our common stock pursuant to a restricted stock grant. The grant will provide for vesting against defined milestones over the term of the project, such shares being subject to a three-year lock-up, except in the event of a change of control of the Company. We are also required to compensate Galephar’s development costs against defined milestones in the form of fifty percent (50%) restricted shares or fifty percent (50%) freely tradeable shares at up to 1.2 times Galephar’s actual costs, subject to the Cap. The number of shares to be issued by the Company will be determined with reference to the trailing five-day closing price divided by the payment (without the use of future variable pricing to determine share price). Payments to Galephar may require a gross-up of thirty percent (30%) in certain cases if the Company raises more than $10 million from a third party for development of the Company’s products and payment, which may not exceed fifty percent (50%) in cash, is made in cash. The transactions with Galephar involved no underwriters, underwriting discounts or commissions, or public offering and was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder) as transactions by an issuer not involving any public offering or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer under benefit plans and contracts relating to compensation as provided under Rule 701.

Previous report

On August 28, 2024, in a private placement held concurrently with (i) a registered offering and (ii) an inducement offering to certain warrant holders for the exercise of outstanding warrants, pursuant to the terms of an inducement agreement and a Securities Purchase Agreement, the Company agreed to issue and sell unregistered warrants to purchase up to 28,716,900 shares of common stock. The warrants have an exercise price of $0.47 per share and are exercisable from the date on which stockholder approval is received with respect to the issuance of the shares of common stock issuable upon exercise of the warrants. One half of the warrants will expire eighteen months after they are exercisable and the other half will expire five years after they are exercisable. The warrants contain customary anti-dilution adjustments to the exercise price, including for share splits, share dividends, rights offering and pro rata distributions.

Previous report

The Company agreed to pay H.C. Wainwright & Co., LLC, the exclusive placement agent for the aforementioned transactions (“Wainwright”), a cash fee equal to 7% of the aggregate gross proceeds of the offerings or $354,000. The Company also agreed to pay the placement agent $100,950 for expenses. The Company also issued to the placement agent warrants to purchase up to 752,969 shares of common stock. These warrants have an exercise price equal to $0.5875 per share and are exercisable for five years from the commencement of sales in the Offerings.

Previous report

The unregistered warrants to purchase up to 28,716,900 shares of common stock were sold to the institutional investors identified in the Company’s Registration Statement on Form S-3 (333-282563) and the unregistered placement agent warrants to purchase up to 752,969 shares of common stock were issued to the affiliates of Wainwright identified in the same Registration Statement. The shares of common stock issued upon exercise of the unregistered warrants and unregistered placement agent warrants were registered in that Registration Statement