Ensysce Biosciences, Inc.
For the period ended Jun 30, 2025. Filed Aug 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 13, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001641172-25-009955
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023512
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 10 previous paragraphs and 11 current paragraphs.
9 unchanged; 1 reworded; 0 added; 0 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Reworded paragraphs (1)
Previous wording
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.
Current wording
Information concerning the sale of unregistered securities in April 2025 was disclosed in a Current Report on Form 8-K filed on April 24, 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On April 7, 2025, the Company entered into an agreement with a former independent contractor to resolve a dispute over payment, pursuant to which the Company issued 20,000 shares, bearing a restrictive legend, as compensation. The issuance 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 a transaction by an issuer not involving any public offering.