ENSYSCE BIOSCIENCES, INC. : Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (Form 8- K)

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Item 1.01. Conclusion of a significant definitive agreement.

As previously reported in a current report on Form 8-K filed on July 6, 2022,
Ensysce Biosciences, Inc. (“Ensysce” or the “Company”) has entered into a Securities Purchase Agreement (the “SPA”), the June 30, 2022for global funding of
$8.0 million with institutional investors. During the first closure of the SPA, which took place on June 30, 2022the Company has issued to investors (i) senior secured convertible promissory notes in an aggregate principal amount of $4.24 million for a total purchase price of $4 million (collectively, the “Notes”) and (ii) warrants (collectively, the “Warrants”) to purchase 4,667,890 common shares of the Company, par value $0.0001 per share (the “Common Shares”) in aggregate. On the second closing under the SPA, which will occur if certain conditions are met, the Company will issue to the institutional investors referred to above, (i) notes in an aggregate principal amount of $4.24 million for a total purchase price of $4 million and (i) warrants to purchase an aggregate of 4,667,890 common shares.

In response to the concerns listed by The Nasdaq stock marketon August 1, 2022the Notes and Warrants have been modified as follows:

(i) Section 4(d) of the Notes and Section 2(f) of the Warrants have been amended to insert the number of shares issuable prior to shareholder approval (“Issuance Maximum”) pursuant to to Nasdaq 5635 listing rule The number of shares inserted is 7,106,055.

(ii) Section 1 of the Notes and Section 2(c) of the Warrants have been amended to reword 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 stock splits, stock dividends, stock combinations, recapitalizations or other events similar.

Section 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information provided under Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

Section 3.02. Unrecorded 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 Warrants were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), based on the exemption from registration granted 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 may differ materially from those expressed or implied by 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 cannot guarantee that such expectations will prove to be correct. 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
SECOND. Among the factors that could cause actual results to differ materially are the risks discussed in the periodic reports that the Company files with the SECOND. You are urged to carefully review and review the cautionary and other disclosures made in these materials, particularly those under the heading “Risk Factors”. The Company undertakes no obligation to update forward-looking statements, except as required by law.

Section 9.01. Financial statements and supporting documents



(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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