Ensysce Biosciences, Inc. 10-Q

Item 5. Other Information None. 87 Item 6. Exhibits. The following exhibits are filed as part of this report: Exhibit Number Description 3.1 Third Amended and Restated Certificate of Incorporation previously filed with the SEC on July 7, 2021 as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38306), which is incorporated herein by reference. 3.2 Amended and Restated Bylaws previously filed with the SEC on July 7, 2021 as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-38306), which is incorporated herein by reference. 4.6 Form of Senior Secured Convertible Promissory Note issued by the Company pursuant to and in accordance with the Securities Purchase Agreement (incorporated by reference to Exhibit 4.6 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on September 27, 2021). 4.7 Form of Common Stock Purchase Warrant to be issued by the Company pursuant to and in accordance with the Securities Purchase Agreement (incorporated by reference to Exhibit 4.7 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on September 27, 2021). 10.1 Securities Purchase Agreement, dated September 24, 2021, by and among the Company and the purchasers signatory thereto (incorporated by reference to Exhibit 10.1 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on September 27, 2021). 10.2 Registration Rights Agreement, dated September 24, 2021, by and among the Company and the parties signatory thereto(incorporated by reference to Exhibit 10.2 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on September 27, 2021). 10.3 Subsidiary Guarantee, dated September 24, 2021, by and among the Company and the purchasers signatory thereto(incorporated by reference to Exhibit 10.3 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on September 27, 2021). 10.4 Security Agreement, dated September 24, 2021, by and among the Company, EBI OpCo, Inc., Covistat, Inc. and the other parties signatory thereto (incorporated by reference to Exhibit 10.4 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on September 27, 2021). 10.5 Patent Security Agreement, dated September 24, 2021, by and among the Company, EBI OpCo, Inc., Covistat, Inc. and the other parties signatory thereto (incorporated by reference to Exhibit 10.5 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on September 27, 2021). 10.6 Form of Indemnification Agreement executed by each of the Ensysce directors and executive officers (incorporated by reference to Exhibit 10.2 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on July 7, 2021). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Investor Presentation furnished as of July 21, 2021. (incorporated by reference to Exhibit 99.1 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on July 21, 2021). 99.2 Press Release, dated July 21, 2021 (incorporated by reference to Exhibit 99.2 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on July 21, 2021). 99.3 Press Release, dated November 8, 2021 (incorporated by reference to Exhibit 99.1 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on November 10, 2021). 99.4 Press Release, dated August 16, 2021 (incorporated by reference to Exhibit 99.1 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on August 17, 2021). 99.5 Press Release, dated as of July 8, 2021 (incorporated by reference to Exhibit 99.1 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on July 8, 2021). 99.6 Press Release, dated as of July 1, 2021 (incorporated by reference to Exhibit 99.1 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on July 1, 2021). 99.7 Press Release, dated as of June 30, 2021 (incorporated by reference to Exhibit 99.1 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on July 1, 2021). 99.8 Press Release, dated as of June 30, 2021 (incorporated by reference to Exhibit 99.2 filed with Ensysce Biosciences, Inc.’s Current Report on Form 8-K on July 1, 2021). 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 88 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Diego, State of California, on this 15th day of November, 2021. ENSYSCE BIOSCIENCES, INC. Date: November 15, 2021 /s/ Lynn Kirkpatrick Dr. Lynn Kirkpatrick President and Chief Executive Officer Date: November 15, 2021 /s/ David Humphrey David Humphrey Chief Financial Officer, Secretary and Treasurer 89