Ensysce Biosciences closes $3.0M registered direct offering of 3.57M shares at $0.84/share

Ensysce Biosciences, Inc.

Gross proceeds of $3.0M from sale of 3,571,431 common shares at $0.84 per share in registered direct offering.
Concurrent private placement: warrants to purchase up to 3,571,431 shares at $0.715, exercisable for 5.5 years.
Board increased authorized Series A Preferred shares to pay stock dividend of 0.001 share per common share; record date Feb 13, 2023.
H.C. Wainwright acted as placement agent; received 7% cash fee and warrants to buy 250,000 shares at $1.05.
Company has 30-day lockup; officers and directors have 90-day lockup on further equity sales.

item 1.01 item 3.02 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Ensysce Biosciences, Inc.: Increased authorized number of shares of Series A Preferred Stock via a Certificate of Amendment to the Certificate of Designation to facilitate a stock dividend (effective 2023-02-13).

Change: charter amendment
Effective: 2023-02-13

Exact text from the filing

Because of the increase in shares of common outstanding that occurred at the closing of the Offering, the Board has increased the authorized number of shares that may be designated as Series A Preferred Stock. We are filing a Certificate of Amendment (the “ Amendment ”) to the Certificate of Designation previously filed with the State of Delaware to reflect the increase and enable us to pay the dividend to all stockholders of record on February 13, 2023.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Ensysce Biosciences, Inc. entered into Securities Purchase Agreement with certain institutional investors valued at approximately $3.0 million (effective 2023-02-02).

Action: entry
Agreement: equity purchase
Counterparty: certain institutional investors
Value: approximately $3.0 million
Effective: 2023-02-02

Exact text from the filing

On February 2, 2023, Ensysce Biosciences, Inc. (the “ Company ” or “ we ”) entered into a definitive Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional investors (the “ Purchasers ”), pursuant to which the Company agreed to issue and sell in a registered direct offering (the “ Offering ”), priced “at-the-market” under the rules of The Nasdaq Stock Market, an aggregate of 3,571,431 shares (the “ Shares ”) of common stock of the Company, par value $0.0001 per share (the “ Common Stock ”), at an offering price of $0.84 per share, for gross proceeds of approximately $3.0 million before the deduction of placement agent fees and offering expenses.

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Ensysce Biosciences, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-003873

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