Amended Statement of Beneficial Ownership (sc 13d/a)
07 Julho 2022 - 10:09AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
Ensysce
Biosciences, Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
293602
108
(CUSIP
Number)
Daniel
B. Silvers
Matthews
Lane Capital Partners LLC
MLCP
GLL Funding LLC
250
West 57th Street Suite 415
New
York, NY 10107
(646)
820-0860
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June
30, 2022
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
Schedule
13D/A |
Page
2 of 6 |
CUSIP
No. 293602 108 |
|
1 |
NAMES OF REPORTING PERSONS
MLCP GLL Funding LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH
|
7 |
SOLE VOTING POWER
2,641,624 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
2,641,624 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,641,624 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% |
14 |
TYPE OF REPORTING PERSON
OO |
Schedule
13D/A |
Page
3 of 6 |
CUSIP
No. 293602 108 |
|
1 |
NAMES OF REPORTING PERSONS
Matthews Lane Capital Partners LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
2,882,867 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
2,882,867 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,882,867 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9% |
14 |
TYPE OF REPORTING PERSON
OO |
Schedule
13D/A |
Page
4 of 6 |
CUSIP
No. 293602 108 |
|
1 |
NAMES OF REPORTING PERSONS
Daniel B. Silvers
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
2,882,867 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
2,882,867 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,882,867 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9% |
14 |
TYPE OF REPORTING PERSON
IN |
Schedule
13D/A |
Page
5 of 6 |
CUSIP
No. 293602 108 |
|
SCHEDULE
13D
This
Amendment No. 2 (this “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission
(the “SEC”) on July 6, 2021 (as amended, the “Schedule 13D”), with respect to the shares of common
stock, $0.0001 par value per share (“Common Stock”), of Ensysce
Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used, but not defined herein, have the
meanings ascribed to them in the Schedule 13D.
Item
1. |
Security
and Issuer |
No
modification.
|
Item
2. |
Identity
and Background |
No
modification.
|
Item
3. |
Source
and Amount of Funds or Other Consideration |
No
modification.
|
Item
4. |
Purpose
of Transaction |
Item
4 is hereby amended and supplemented by incorporating the information in Item 6 hereto into this Item 4.
|
Item
5. |
Interest
in Securities of the Issuer |
Item
5 is hereby amended and supplemented as follows:
The
information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference into this Item 5. The
percentage set forth in row 13 is based on 34,560,952 outstanding shares of Common Stock as reported by the Issuer in its Form 10-Q
filed with the SEC on May 12, 2022.
MLCP
Funding directly holds 887,127 shares of Common Stock and warrants exercisable for 1,754,497 shares of Common Stock. Matthews Lane
Capital Partners, the manager of MLCP Funding, directly holds 241,243 shares of Common Stock.
|
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item
6 is hereby amended and supplemented by adding the following:
Voting
Agreement
On
June 30, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain
investors named therein (the “Investors”), pursuant to which the Investors agreed to purchase securities of the
Company.
On
June 30, 2022, the Reporting Persons entered into a Voting Agreement with the Company and the Investors whereby the Reporting Persons
agreed to certain transfer restrictions on the shares beneficially owned bythem and/or over which they exercise voting control or
any shares thereafter acquired or controlled (the “Subject Shares”). Pursuant to the Voting Agreement, the Reporting
Persons agreed to vote such Subject Shares at any meeting of stockholders of the Company at which the transactions contemplated by
thePurchase Agreement are presented to the Company’s stockholders for approval (and in every written consent in lieu of any
such meeting) (i) in favor of the transactions contemplated by the Purchase Agreement and any matter that would reasonably be expected
to facilitate such transactions, and (ii) against the approval of any proposal made in opposition to the transactions contemplated
by the Purchase Agreement. The Voting Agreement terminates on the earliest to occur of (i) the date upon which the stockholders of
the Company vote upon or consent to approve the transactions contemplated by the Purchase Agreement, (ii) the termination of the
Purchase Agreement in accordance with its terms or upon certain amendments to the Purchase Agreement or the transaction contemplated
by the Purchase Agreement, and (iii) December 30, 2022. In addition, the transfer restrictions contained in the Voting Agreement
will no longer apply following the record date for the meeting or action by written consent to obtain such approval.
|
Item
7. |
Material
to be Filed as Exhibits |
Item
7 of the Schedule 13D is amended and supplemented as follows:
Exhibit
6 – Voting Agreement, dated June 30, 2022
|
Schedule
13D/A |
Page
6 of 6 |
CUSIP
No. 293602 108 |
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
July 7, 2022
|
MATTHEWS
LANE CAPITAL PARTNERS LLC |
|
|
|
|
By: |
/s/
Daniel B. Silvers |
|
Name: |
Daniel
B. Silvers |
|
Title: |
Managing
Member |
|
DANIEL
B. SILVERS |
|
/s/
Daniel B. Silvers |
|
MLCP
GLL FUNDING LLC |
|
|
|
|
By: |
Matthews
Lane Capital Partners LLC, its manager |
|
|
|
|
By: |
/s/
Daniel B. Silvers |
|
Name: |
Daniel
B. Silvers |
|
Title: |
Managing
Member |
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