Current Report Filing (8-k)
02 Agosto 2022 - 10:44AM
Edgar (US Regulatory)
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2022-08-02
2022-08-02
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 2, 2022 (August 1, 2022)
Ensysce
Biosciences, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38306 |
|
82-2755287 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
7946
Ivanhoe Avenue, Suite 201
La
Jolla, California |
|
92037 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(858)
263-4196
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.0001 per share |
|
ENSC |
|
The
Nasdaq Stock Market LLC |
Warrants
to purchase one share of Common Stock |
|
ENSCW |
|
OTC
Pink Open Market |
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed on a Current Report on Form 8-K filed on July 6, 2022, Ensysce Biosciences, Inc. (“Ensysce” or the “Company”)
entered into a Securities Purchase Agreement (the “SPA”), on June 30, 2022, for an aggregate financing of $8.0 million with
institutional investors. At the first closing under the SPA, which occurred on June 30, 2022, the Company issued to the investors (i)
senior secured convertible promissory notes in the aggregate principal amount of $4.24 million for an aggregate purchase price of $4
million (collectively, the “Notes”) and (ii) warrants (collectively, the “Warrants”) to purchase 4,667,890 shares
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in the aggregate. At the second closing
under the SPA, which will occur upon certain conditions being satisfied, the Company will issue to the institutional investors referenced
above, (i) Notes in the aggregate principal amount of $4.24 million for an aggregate purchase price of $4 million and (i) Warrants to
purchase 4,667,890 shares of the Common Stock in the aggregate.
In
response to concerns enumerated by The Nasdaq Stock Market, on August 1, 2022,
the Notes and Warrants were amended as follows:
(i)
Section 4(d) of the Notes and Section 2(f) of the Warrants were amended to insert the number of shares that can be issued prior to shareholder
approval (“Issuable Maximum”) in accordance with the Nasdaq Listing Rule 5635. The number of shares inserted is 7,106,055.
(ii)
Section 1 of the Notes and Section 2(c) of the Warrants were amended to restate the definition of “Floor Price”:
“Floor
Price” means $0.1003 (or such lower amount as permitted, from time to time, by the Principal Market), subject to adjustment for
share splits, share dividends, share combinations, recapitalizations or other similar events.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
information provided under Item 1.01 in this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes and the Warrants
were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), based on the exemption
from registration afforded by Section 4(a)(2) of the Securities Act.
Cautionary
Statements
This
filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated
herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements
and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking
statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The forward-looking statements
involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in
the Company’s filings with the SEC. Among the factors that could cause results to differ materially are those risks discussed in
the periodic reports the Company files with the SEC. You are urged to carefully review and consider the cautionary statements and other
disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any
duty to update any forward-looking statement except as required by law.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
August 2, 2022
|
Ensysce
Biosciences, Inc. |
|
|
|
By: |
/s/
Lynn Kirkpatrick |
|
Name:
|
Dr.
Lynn Kirkpatrick |
|
Title: |
President
and Chief Executive Officer |
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