UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
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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
Exhibit No. |
Description | |
| 4.6 | Form of Senior Secured Convertible Promissory Note issued by the Company pursuant to and in accordance with the Securities Purchase Agreement, as amended. | |
| 4.7 | Form of Common Stock Purchase Warrant issued by the Company pursuant to and in accordance with the Securities Purchase Agreement, as amended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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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