As filed with the Securities and Exchange Commission on May 17, 2023
Registration No. 333-271480
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ENSYSCE BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 82-2755287 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
7946 Ivanhoe Avenue, Suite 201
La Jolla, California 92037
(858) 263-4196
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Dr. Lynn Kirkpatrick
President, Chief Executive Officer & Director
7946 Ivanhoe Avenue, Suite 201
La Jolla, California 92037
(858) 263-4196
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Eric D. Kline, Esq. Gregory J. Rubis, Esq. |
Robert F. Charron, Esq. Ellenoff Grossman & Schole LLP | |
Troutman Pepper Hamilton Sanders LLP | 1345 Avenue of the Americas | |
Union Trust Building 501 Grant Street, Suite 300 |
11th Floor New York, New York 10105 | |
Pittsburgh, Pennsylvania 15219 | Telephone: (212) 370-1300 | |
Telephone: (412) 454-5000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-271480
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ☒ | Smaller reporting company ☒ | |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 of Ensysce Biosciences, Inc. (the “Company”), as declared effective by the Securities and Exchange Commission (the “SEC”) on May 9, 2023, is being filed for the sole purpose of filing updated Exhibits (4.12 through 4.15 and 10.16) as part of the Registration Statement. This Post-Effective Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below. This Registration Statement shall become effective upon filing with the SEC in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
No. | Description of Exhibit | |
4.12 | Form of common warrant | |
4.13 | Form of pre-funded warrant | |
4.14 | Form of placement agent warrant | |
4.15 | Form of warrants amended in connection with the execution of the Securities Purchase Agreement | |
10.16 | Form of Securities Purchase Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, State of California, on May 17, 2023.
ENSYSCE BIOSCIENCES, INC. | ||
By: | /s/ Dr. Lynn Kirkpatrick | |
Name: | Dr. Lynn Kirkpatrick | |
Title: | President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act, this amendment to the registration statement has been signed by the following persons in the capacities indicated on May 17, 2023.
Name | Title | ||
By: | /s/ Dr. Lynn Kirkpatrick | President, Chief Executive Officer and Director | |
Dr. Lynn Kirkpatrick | (Principal Executive Officer) | ||
By: | /s/ David Humphrey | Chief Financial Officer, Secretary and Treasurer | |
David Humphrey | (Principal Financial and Accounting Officer) | ||
By: | * | Director | |
Andrew Benton | |||
By: | * | Director | |
William Chang | |||
By: | * | Director and Chairman of the Board | |
Bob Gower | |||
By: | * | Director | |
Adam Levin | |||
By: | * | Director | |
Steve Martin | |||
By: | * | Director | |
Lee Rauch | |||
By: | * | Director | |
Curtis Rosebraugh | |||
* /s/ Dr. Lynn Kirkpatrick | |||
By | Dr. Lynn Kirkpatrick | ||
Attorney-in-fact |