Ensysce Biosciences, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a–15(e) and 15d-15(e)) as of December 31, 2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2021 due to the material weaknesses in our internal controls over financial reporting described below. Notwithstanding these material weaknesses, management has concluded that our consolidated financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with GAAP for each of the periods presented therein. Management’s Annual Report on Internal Control over Financial Reporting As of December 31, 2021, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) (the “2013 Framework”) . In adopting the 2013 Framework, management assessed the applicability of the principles within each component of internal control and determined whether or not they have been adequately addressed within the current system of internal control and adequately documented. Based on this assessment, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2021, our internal control over financial reporting was ineffective due to material weaknesses. A material weakness is a significant deficiency, or a combination of significant deficiencies, in internal controls over financial reporting such that it is reasonably possible that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified are insufficiently designed internal controls over period end financial reporting because of inadequate accounting expertise and insufficient level of supervision and review of unusual and/or infrequent transactions with complex or infrequently applied accounting topics due to the experience and limited number of accounting personnel in the financial reporting function. We are taking steps to remediate the material weaknesses in our internal controls over financial reporting, including hiring a Chief Financial Officer in February 2021. Further, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. The conclusion of the Company’s principal executive officer and principal financial officer is based on the recognition that there are inherent limitations in all systems of internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements, errors or fraud. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to SEC rules that permit us to provide only management’s report in this Annual Report on Form 10-K. 93 Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Executive Officers and Directors Information required by this item, including information concerning the board of directors of the Company, the members of the Company’s audit committee, the Company’s audit committee financial expert, compliance with Section 16(a) of the Exchange Act and shareowner proposals, are incorporated by reference to the Company’s Proxy Statement for the 2022 Annual Meeting of Shareowners, which will be filed with the SEC pursuant to Regulation 14A within 120 days after December 31, 2021. The information regarding executive officers is included in this report as Item 1 under the caption “ Identification of our Executive Officers ” and incorporated herein by reference. Code of Business Conduct We adopted a code of business conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available on our website. Our code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website. Item 11. Executive & Director Compensation Information required by this Item is incorporated by reference from the Company’s Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required by this Item is incorporated by reference from the Company’s Proxy Statement. Item 13. Certain Relationships and Related Transactions and Director Independence Information required by this Item is incorporated by reference from the Company’s Proxy Statement. Item 14. Principal Accountant Fees and Services Information required by this Item is incorporated by reference from the Company’s Proxy Statement. 94 PART IV Item 15. Exhibits and Financial Statement Schedules. Financial Statements ENSYSCE BIOSCIENCES, INC. CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB No. 199 ) F-1 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-2 Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 F-3 Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2021 and 2020 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020 F-5 Notes to the Consolidated Financial Statements F-6 to F-26 95 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders ENSYSCE BIOSCIENCES, INC. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Ensysce Biosciences, Inc. (“Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company does not have revenue generating activities and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2017. /s/ Mayer Hoffman McCann P.C. San Diego, California March 31, 2022 F- 1 Ensysce Biosciences, Inc. Consolidated Balance Sheets 2021 2020 December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 12,264,736 $ 194,214 Unbilled receivable 441,721 - Right-of-use asset 24,721 23,538 Prepaid expenses and other current assets 2,931,415 130,124 Total current assets 15,662,593 347,876 Property and equipment, net - 151 Other assets 754,756 3,780 Total assets $ 16,417,349 $ 351,807 Liabilities and stockholders’ deficit Current liabilities: Accounts payable $ 301,104 $ 1,724,598 Accrued expenses and other liabilities 3,407,533 344,792 Lease liability 24,874 25,500 Notes payable and accrued interest ($ 12,358,886 and $ 0 at fair value at December 31, 2021 and 2020, respectively) 12,748,155 4,245,082 Embedded derivative on convertible notes - 670,262 Total current liabilities 16,481,666 7,010,234 Long-term liabilities: Notes payable, net of current portion (at fair value) 4,440,951 - Other long term liabilities 3,652,790 - Total long-term liabilities 8,093,741 - Total liabilities $ 24,575,407 $ 7,010,234 Commitments and contingencies (Note 6) Stockholders’ deficit Preferred stock, $ 0.0001 par value, 1,500,000 shares authorized, no shares issued and outstanding at December 31, 2021 and December 31, 2020 - - Common stock, $ 0.0001 par value, 150,000,000 shares authorized; 24,662,904 and 15,768,725 shares issued at December 31, 2021 and December 31, 2020, respectively; 24,643,149 and 15,768,725 shares outstanding at December 31, 2021 and December 31, 2020, respectively 2,464 1,577 Additional paid-in capital 77,964,860 49,516,337 Accumulated deficit ( 85,845,567 ) ( 55,958,716 ) Total Ensysce Biosciences, Inc. stockholders’ deficit ( 7,878,243 ) ( 6,440,802 ) Noncontrolling interests in stockholders’ deficit ( 279,815 ) ( 217,625 ) Total stockholders’ deficit ( 8,158,058 ) ( 6,658,427 ) Total liabilities and stockholders’ deficit $ 16,417,349 $ 351,807 The accompanying notes are an integral part of these consolidated financial statements. F- 2 Ensysce Biosciences, Inc. Consolidated Statements of Operations 2021 2020 Year Ended December 31, 2021 2020 Federal grants $ 3,531,199 $ 3,931,209 Operating expenses: Research and development 4,690,082 4,389,579 General and administrative 18,711,548 1,154,917 Total operating expenses 23,401,630 5,544,496 Loss from operations ( 19,870,431 ) ( 1,613,287 ) Other income (expense): Change in fair value of derivative liabilities 673,314 2,447,908 Issuance costs for convertible notes ( 1,920,158 ) - Change in fair value of convertible notes ( 2,993,060 ) - Issuance of liability classified warrants ( 1,865,403 ) - Change in fair value of liability classified warrants ( 1,438,186 ) - Interest expense ( 1,295,307 ) ( 995,496 ) Other income and expense, net ( 436,670 ) - Total other income (expense), net ( 9,275,470 ) 1,452,412 Net loss $ ( 29,145,901 ) $ ( 160,875 ) Net loss attributable to noncontrolling interests ( 62,190 ) ( 217,645 ) Deemed dividend related to warrants down round provision ( 803,140 ) - Net income (loss) attributable to common stockholders $ ( 29,886,851 ) $ 56,770 Net income (loss) per basic share: Net income (loss) per share attributable to common stockholders, basic $ ( 1.48 ) $ - Weighted average common shares outstanding, basic 20,164,503 15,768,725 Net income (loss) per diluted share: Net income (loss) per share attributable to common stockholders, diluted $ ( 1.48 ) $ - Weighted average common shares outstanding, diluted 20,164,503 16,507,387 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Ensysce Biosciences, Inc. Consolidated Statements of Changes in Stockholders’ Deficit Number of Shares Amount Paid-In Capital Accumulated Deficit Noncontrolling interests Total Stockholders’ Equity (Deficit) Common Stock Additional Number of Shares Amount Paid-In Capital Accumulated Deficit Noncontrolling interests Total Balance on December 31, 2019 (as previously reported) 239,465,160 $ 5,987 $ 49,333,248 $ ( 56,015,486 ) $ - $ ( 6,676,251 ) Retroactive application of recapitalization ( 223,696,435 ) ( 4,410 ) 4,410 - - - Balance on December 31, 2019, effect of reverse recapitalization (Note 2) 15,768,725 $ 1,577 $ 49,337,658 $ ( 56,015,486 ) $ - $ ( 6,676,251 ) Balance 15,768,725 $ 1,577 $ 49,337,658 $ ( 56,015,486 ) $ - $ ( 6,676,251 ) Stock-based compensation - - 178,679 - - 178,679 Contribution from noncontrolling interest - - - - 20 20 Net loss - - - 56,770 ( 217,645 ) ( 160,875 ) Balance on December 31, 2020 15,768,725 $ 1,577 $ 49,516,337 $ ( 55,958,716 ) $ ( 217,625 ) $ ( 6,658,427 ) Balance 15,768,725 $ 1,577 $ 49,516,337 $ ( 55,958,716 ) $ ( 217,625 ) $ ( 6,658,427 ) Exercise of stock options 284,825 28 262,834 - - 262,862 Settlement of convertible notes in business combination 1,357,968 136 5,696,567 - - 5,696,703 Conversion of convertible notes 387,363 39 2,247,576 - - 2,247,615 Issuance of common stock for business combination, net of transaction costs 6,844,268 684 7,694,580 - - 7,695,264 Stock-based compensation - - 121,764 - - 121,764 Issuance of warrants - - 11,565,472 - - 11,565,472 Warrants modification - - 56,590 - - 56,590 Deemed dividend related to warrants down round provision - - 803,140 ( 803,140 ) - - Net loss - - - ( 29,083,711 ) ( 62,190 ) ( 29,145,901 ) Balance on December 31, 2021 24,643,149 $ 2,464 $ 77,964,860 $ ( 85,845,567 ) $ ( 279,815 ) $ ( 8,158,058 ) Balance 24,643,149 $ 2,464 $ 77,964,860 $ ( 85,845,567 ) $ ( 279,815 ) $ ( 8,158,058 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 Ensysce Biosciences, Inc. Consolidated Statements of Cash Flows 2021 2020 Year Ended December 31, 2021 2020 Cash flows from operating activities: Net loss $ ( 29,145,901 ) $ ( 160,875 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 151 201 Accrued interest 349,339 381,886 Accretion of discounts on promissory notes 945,969 613,610 Change in fair value of derivative liability ( 673,314 ) ( 2,447,908 ) Change in fair value of convertible debt 2,993,060 - Loss on extinguishment of debt 347,566 - Stock-based compensation 121,764 178,679 Issuance of liability classified warrants 1,865,403 - Change in fair value of liability classified warrants 1,438,186 - Issuance of warrants for share subscription facility 11,565,472 - Commitment fee for share subscription facility 1,124,289 - Warrant modification 56,590 - Lease cost ( 1,808 ) 1,962 Issuance costs for convertible notes 1,920,158 - Debt conversion expense 154,391 - Changes in operating assets and liabilities: Unbilled receivable ( 441,721 ) 173,552 Prepaid expenses and other assets ( 1,616,019 ) ( 25,401 ) Accounts payable ( 1,423,494 ) 1,183,820 Accrued expenses and other liabilities 2,177,742 ( 1,146,868 ) Net cash used in operating activities ( 8,242,177 ) ( 1,247,342 ) Cash flows from financing activities: Proceeds from issuance of convertible notes 14,029,842 1,000,000 Proceeds from issuance of promissory notes to related parties 350,000 100,000 Repayment of promissory notes ( 467,774 ) - Proceeds from exercise of stock options 262,862 - Proceeds from issuance of common stock for business combination, net of transaction costs 6,626,312 - Repayment of financed insurance premiums ( 488,543 ) - Contribution from noncontrolling interests - 20 Net cash provided by financing activities 20,312,699 1,100,020 Increase (Decrease) in cash and cash equivalents 12,070,522 ( 147,322 ) Cash and cash equivalents beginning of period 194,214 341,536 Cash and cash equivalents end of period $ 12,264,736 $ 194,214 Supplemental cash flow information: Income tax payments $ 1,600 $ 1,600 Supplemental disclosure of non-cash investing and financing activities: Fair value of derivative liability at issuance $ 3,052 $ 471,758 Settlement of convertible notes into common stock $ 5,696,703 $ - Conversion of 2021 Notes $ 2,093,224 $ - Net assets acquired in business combination $ 1,068,950 $ - Financed insurance premiums, net $ 867,300 $ - Share subscription facility transaction costs $ 12,689,764 $ - Deemed dividend related to warrants down round provision $ 803,140 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 5 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Ensysce Biosciences, Inc. (“Ensysce”), along with its subsidiary, Covistat Inc. (“Covistat”) and its wholly owned subsidiaries EBI Operating, Inc. and EBI OpCo. Inc. (collectively, the “Company”), is engaged in the development of drug delivery platforms targeting pain and cancer markets. The primary focus of the Company is its program developing abuse and overdose resistant pain technology with a clinical stage program being the abuse resistant, TAAP (Trypsin Activated Abuse Protection) opioid product candidate, PF614. In addition, the Company is developing its MPAR TM (Multi-Pill Abuse Resistant) technology for overdose protection which will be applied to the PF614 program. The Company is also applying its TAAP and MPAR TM technology to a methadone prodrug for use in the treatment of Opioid Use Disorder. On January 31, 2021, Leisure Acquisition Corp., a Delaware corporation (“LACQ”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Ensysce Biosciences, Inc., a Delaware corporation (“Former Ensysce”), and EB Merger Sub, Inc., a Delaware corporation and wholly-owned, direct subsidiary of LACQ (“Merger Sub”). Pursuant to the Merger Agreement, on June 30, 2021 (the “Closing Date”), Merger Sub was merged with and into Former Ensysce, with Former Ensysce surviving the merger (“Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination on the Closing Date (the “Closing”), Former Ensysce became a wholly owned subsidiary of LACQ and the stockholders of Former Ensysce, as of immediately prior to the effective time of the Merger, received shares of LACQ and hold a portion of the shares of Common Stock, par value $ 0.0001 per share (the “Common Stock”), of LACQ. On the Closing Date, at the effective time of the Merger, LACQ changed its name from “Leisure Acquisition Corp.” to “Ensysce Biosciences, Inc.” Unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer to Ensysce and the combined company and its subsidiaries following the Closing. Unless the context otherwise requires, references to “LACQ” refer to Leisure Acquisition Corp., a Delaware corporation, prior to the Closing. In connection with the Business Combination, outstanding shares of common stock of Former Ensysce (including shares resulting from the conversion of Former Ensysce’s convertible debt prior to Closing) were converted into the right to receive shares of Ensysce at an exchange ratio of 0.06585 . Immediately following the Business Combination, stockholders of Former Ensysce owned approximately 71.8 % of the outstanding common stock of the combined company. In addition, Former Ensysce’s existing options and warrants were exchanged for equivalent securities in Ensysce on their existing terms (with standard adjustments to exercise price and underlying shares, consistent with the foregoing exchange ratio). As of July 2, 2021, Ensysce’s shares of common stock are traded on the Nasdaq Capital Market (“Nasdaq”) under the new ticker symbol “ENSC”. In June 2020, the Company commenced an initiative to develop a therapeutic for the treatment of certain coronavirus infections through the formation of a separate entity, Covistat, Inc., a Delaware corporation. Pursuant to the articles of incorporation, Covistat was authorized to issue 1,000,000 shares of common stock, $ 0.001 par value per share, and 100,000 shares of preferred stock, $ 0.001 par value per share. Ensysce is a 79.2 % stockholder in Covistat, with 19.8 % and 1.0 % of the shares held by certain key personnel of the Company and an unrelated party, respectively. In March 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a new coronavirus as a “pandemic”. First identified in late 2019 and known now as COVID-19, the outbreak has impacted millions of individuals worldwide. In response, many countries have implemented measures to combat the outbreak which have impacted global business operations. As of the date of issuance of the consolidated financial statements, the Company’s operations have not been significantly impacted; however, the Company continues to monitor the situation. No impairments were recorded as of the balance sheet date as no triggering events or changes in circumstances had occurred as of year-end; however, due to significant uncertainty surrounding the situation, management’s judgment regarding this could change in the future. In addition, while the Company’s results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time. The Company currently operates in one business segment, which is pharmaceuticals. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer. F- 6 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements NOTE 2 - BASIS OF PRESENTATION The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). The consolidated financial statements include the accounts of Ensysce Biosciences, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Business Combination The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, LACQ was identified as the acquired company for financial reporting purposes, primarily because the stockholders of Former Ensysce control the majority of the voting power of the combined company, Former Ensysce’s board of directors comprise a majority of the governing body of the combined company, and Former Ensysce’s senior management comprise the leadership of the combined company. Accordingly, for accounting purposes, the transaction was treated as the equivalent of Former Ensysce issuing shares for the net assets of LACQ, accompanied by a recapitalization. The net assets of LACQ, primarily consisting of cash of $ 7.8 million and prepaid expenses of $ 1.1 million, were recorded at historical cost with no goodwill or other intangible assets recorded. The shares and net loss per share prior to the reverse recapitalization have been retroactively restated to reflect the exchange ratio of 0.06585 . The consolidated financial statements reflect the historical operations of Ensysce. The Business Combination triggered the conversion of the 2015 convertible notes, the 2018 convertible notes and the 2021 convertible note of Former Ensysce into common stock. In connection with the Closing, the 2020 convertible notes were amended to provide for automatic conversion of the outstanding principal and interest into shares of common stock of Ensysce. The Company had recorded $ 1.2 million of deferred transaction costs, consisting of legal and accounting fees directly related to the Business Combination, which were offset against the proceeds of the Business Combination within additional paid-in capital. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any product revenue and had an accumulated deficit of $ 85.8 million at December 31, 2021. There is no assurance that profitable operations will ever be achieved, and, if achieved, would be sustained on a continuing basis. Product development activities, clinical and pre-clinical testing, and commercialization of the Company’s product candidates are necessary to develop the Company’s products and will require significant additional financing. There can be no assurance the Company will be able to obtain such funds. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. In December 2020, the Company executed a share subscription facility with an investment group. Under the agreement, the investor agreed to provide the Company with a share subscription facility of up to $ 60.0 million for a 36-month term following the public listing of the Company’s common stock. The Company will control the timing and maximum amount of drawdown under this facility and has no minimum drawdown obligation. The investor will pay, in cash, a per-share amount equal to 90% of the average daily closing price of the Company’s stock during the 30 consecutive trading days prior to the issuance of a draw notice, which shall not exceed 400% of the average trading volume for the 30 trading days immediately preceding the draw down date. On June 30, 2021, the Company consummated the Business Combination with LACQ, resulting in the Company’s shares becoming publicly listed on Nasdaq on July 2, 2021. Concurrent with the public listing of the Company’s shares, the Company issued to the investor 1,106,108 warrants with a five-year term to purchase common stock of Ensysce at an exercise price of $ 10.01 per share (Notes 3 and 8), subject to a down round feature that would adjust the exercise price if other shares are issued below $ 10.01 per share. The Company must pay a commitment fee to the investor of $ 1.2 million with $ 800,000 due on the first anniversary of the public listing date and $ 400,000 due on the 18-month anniversary of the public listing date. The commitment fee can be paid from the proceeds of a draw against the facility or in freely tradable common stock of the Company. F- 7 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements In September 2021, the Company entered into a $ 15.9 million convertible note financing agreement with institutional investors (the “2021 Notes”). The financing provided for two closings, the first closed in September for $ 5.3 million and the second closed in November for $ 10.6 million. (See Note 7 for additional information.) The agreement limits the Company’s ability to execute certain debt and equity financings, including its existing $ 60.0 million share subscription facility, while the convertible notes are outstanding. Without the availability of proceeds through the share subscription facility, existing cash resources are not sufficient to fund current planned operations. While the Company believes in the viability of its strategy to ultimately realize revenues and in its ability to raise additional funds, management cannot be certain that additional funding will be available on acceptable terms, or at all. The Company’s ability to continue as a going concern is dependent upon its ability to obtain adequate financing and achieve profitable operations. As a result, these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months following the date these consolidated financial statements were issued. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates and Assumptions Preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosed in the accompanying notes. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements. The more significant estimates and assumptions by management include, but are not limited to, the expense recognition for certain research and development services, the valuation allowance of deferred tax assets resulting from net operating losses, the estimated fair values of common stock, warrants and options to purchase the Company’s common stock, and convertible notes payable. Cash and Cash Equivalents For purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Concentrations of Credit Risk and Off-Balance Sheet Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no financial instruments with off-balance sheet risk of loss. F- 8 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements Property and Equipment Property and equipment include office and laboratory equipment that is recorded at cost and depreciated using the straight-line method over the estimated useful lives of five to six years. Depreciation expense of $ 151 and $ 201 was recognized for year ended December 31, 2021 and 2020, respectively. Depreciation expense is classified in general and administrative expense in the accompanying consolidated statements of operations. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company will recognize an impairment loss only if the carrying amount is not recoverable through its undiscounted cash flows and measure any impairment loss based on the difference between the carrying amount and estimated fair value. There were no such losses for the year ended December 31, 2021 and 2020. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine whether such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract and the features of the derivatives. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s consolidated balance sheet. Between January 2018 and January 2021, the Company entered into a series of notes that were determined to have embedded derivative instruments in the form of a contingent put option. The notes were recognized at the value of proceeds received after allocating issuance proceeds to the bifurcated contingent put option. The notes were subsequently measured at amortized cost using the effective interest method to accrete interest over their term to bring the notes’ initial carrying value to their principal balance at maturity. The bifurcated put option was initially measured at fair value and subsequently measured at fair value with changes in fair value recognized as a component of other expenses in the consolidated statements of operations (see Note 7). The notes and the contingent put option are classified as either long-term or short-term liabilities based on the maturity date of the related loan. All outstanding derivative liabilities were settled in connection with the conversion of outstanding notes payable on June 30, 2021. Refer to Note 7 for details of the conversion. Fair Value Measurement ASC 820, Fair Value Measurements , (“ASC 820”) provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. F- 9 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made by the Company. As of December 31, 2021 and 2020, the recorded values of cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses and other liabilities approximate their fair values due to the short-term nature of these items. 2021 Notes On September 24 and November 5, 2021, the Company issued convertible notes with a face value of $ 5.3 million and $ 10.6 million, respectively. The Company elected the fair value option to account for the convertible notes as it believes the fair value option provides users of the financial statements with greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the common stock underlying the conversion option and redemption feature. The fair value estimate of the 2021 Notes was based on a discounted cash flow model and a Monte Carlo model, which represent Level 3 measurements. Significant assumptions include the discount rate used in the discounted cash flow model and the expected premium for conversion used in the Monte Carlo model. Changes in the fair value of the notes are recognized in other income (expense) for each reporting period. Refer to Note 7 for details of the terms and conditions of the 2021 Notes. Convertible Notes Pre Business Combination (Contingent Put Option) The carrying value of outstanding notes payable at December 31, 2020 approximates the estimated aggregate fair value as the embedded contingent put option is recognized at fair value and classified with the debt host. The put option allowed for certain notes payable to be converted into common stock, contingent upon completion of an equity financing transaction with gross proceeds above certain thresholds. The fair value estimate of the embedded put option was based on the probability-weighted discounted value of the put feature and represents a Level 3 measurement. Significant assumptions used to determine the fair value of the put feature include the estimated probability of exercise of the put option and the discount rate used to calculate fair value. The estimated probability of exercise is based on management’s expectation for future equity financing transactions. The discount rate is based on the weighted average effective yield of notes payable previously issued by the Company, adjusted for changes in market yields of healthcare sector CCC-rated debt. As of December 31, 2020, assumptions included a probability of exercise of the put option of 10 % and a discount rate of 42.9 %. As noted above, all outstanding derivative liabilities were settled upon the conversion of outstanding notes payable upon the consummation of the Business Combination. Refer to Note 7 for details of the conversion. Warrants On September 24 and November 5, 2021, the Company issued liability classified warrants in connection with the issuance of the 2021 Notes. The warrants were liability classified due to certain cash settlement features and included in “Other long-term liabilities” on the consolidated balance sheets. The Company uses a Black Scholes model to estimate the fair value of the warrants. Changes in the fair value of the warrants are recognized in other income (expense) for each reporting period. Refer to Note 8. The following tables present assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheet as of December 31, 2021 and 2020. As of December 31, 2021, all contingent put options, associated with the pre-combination convertible notes, were settled upon conversion of the notes at the closing of the Business Combination. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE December 31, 2021 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 16,799,837 $ - $ - $ 16,799,837 Liability classified warrants 3,303,588 3,303,588 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 20,103,425 $ - $ - $ 20,103,425 F- 10 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements December 31, 2020 Total Level 1 Level 2 Level 3 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 670,262 $ - $ - $ 670,262 The following table summarizes the change in fair value of the Company’s Level 3 assets and liabilities for the year ended December 31, 2021: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 December 31, 2021 Total Contingent put option Convertible note Liability classified warrants Fair value, December 31, 2020 $ 670,262 $ 670,262 $ - $ - Additions 17,768,404 3,052 15,900,000 1,865,352 Conversions ( 2,093,224 ) - ( 2,093,224 ) - Change in fair value 3,757,983 ( 673,314 ) 2,993,061 1,438,236 Fair value, December 31, 2021 $ 20,103,425 $ - $ 16,799,837 $ 3,303,588 Federal Grants In September 2018, the National Institutes of Health (“NIH”) through the National Institute on Drug Abuse awarded the Company a research and development grant related to the development of its MPAR TM overdose prevention technology (the “MPAR Grant”). The total approved budget for the initial two-year period was approximately $ 5.4 million ($ 3.2 million and $ 2.2 million in years 1 and 2 respectively) of which the Company must contribute $ 1.1 million in the first year of the grant. In August 2019, the grant was amended such that the approved budget for the two-year period decreased to approximately $ 5.1 million ($ 2.1 million and $ 3.0 million in years 1 and 2, respectively). In June 2021, the Company received a Notice of Award for an additional $ 2.8 million of funding in year 3 under the MPAR Grant beginning July 1, 2021. In September 2019, the NIH/National Institute on Drug Abuse awarded the Company a second research and development grant related to the development of its TAAP/MPAR TM abuse deterrent technology for Opioid Use Disorder (the “OUD Grant”). The total approved budget for the two-year period was approximately $ 5.4 million. The Company recognizes revenue when costs related to the grants are incurred. The Company believes this policy is consistent with the overarching premise in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), applied by analogy, to ensure that it recognizes revenues to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services, even though there is no “exchange” as defined in ASC 606. The Company believes the recognition of revenue as costs are incurred and amounts become due is analogous to the concept of transfer of control of a service over time under ASC 606. The revenue recognized under the MPAR Grant and OUD Grant was as follows: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS December 31, 2021 2020 MPAR $ 2,646,579 $ 3,037,234 OUD 884,620 893,975 Total $ 3,531,199 $ 3,931,209 Amounts requested or eligible to be requested through the NIH payment management system, but for which cash has not been received, are presented as an unbilled receivable on the Company’s consolidated balance sheet. As all amounts are expected to be remitted timely, no valuation allowances are recorded. F- 11 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements Research and Development Costs The Company’s research and development expenses consist primarily of third-party research and development expenses, consulting expenses, animal and clinical studies, and any allocable direct overhead, including facilities and depreciation costs, as well as salaries, payroll taxes, and employee benefits for those individuals directly involved in ongoing research and development efforts. Research and development expenses are charged to expense as incurred. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. General and Administrative Expenses General and administrative expenses consist primarily of personnel costs associated with the Company’s executive, finance, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees. Stock-based Compensation The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards using a graded amortization approach. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. For the year ended December 31, 2021 and 2020, stock-based compensation costs are recorded in general and administrative expenses in the consolidated statements of operations. From time-to-time equity classified awards may be modified. On the modification date, the Company estimates the fair value of the awards immediately before and immediately after modification. The incremental increase in fair value is recognized as expense immediately to the extent the underlying equity awards are vested and on a straight-line basis over the same remaining amortization schedule as the unvested underlying equity awards. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. F- 12 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements Earnings per Share The basic earnings per share is calculated by dividing the Company’s net income or loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. The diluted earnings per share is calculated by dividing the Company’s net earnings attributable to common stockholders by the diluted weighted average number of common shares outstanding during the period, determined using the treasury stock method and the average stock price during the period. A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows : SCHEDULE OF EARNINGS PER SHARE RECONCILIATION 2021 2020 December 31, 2021 2020 Numerator: Net income (loss) attributable to common stockholders $ ( 29,886,851 ) $ 56,770 Denominator: Weighted average shares outstanding, basic 20,164,503 15,768,725 Weighted average dilutive stock options - 738,662 Weighted average shares outstanding, diluted 20,164,503 16,507,387 Net income (loss) per share attributable to common stockholders, basic $ ( 1.48 ) $ 0.00 Net income (loss) per share attributable to common stockholders, diluted $ ( 1.48 ) $ 0.00 The following weighted average shares have been excluded from the calculations of diluted weighted average common shares outstanding because they would have been anti-dilutive: SCHEDULE OF WEIGHTED AVERAGE SHARES OF ANTI-DILUTIVE SECURITIES December 31, 2021 2020 Stock options 4,498,307 3,640,309 Warrants 10,273,755 19,755 Total 14,772,062 3,660,064 Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 31, 2021 and interim periods within that year. Early adoption is permitted. The Company is evaluating the impact of ASU 2019-12 on the consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Topic 470) to address issues identified as a result of the complexity with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock, resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Certain types of convertible instruments will continue to be subject to separation models: (a) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (b) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. For convertible instruments, the contracts primarily affected are those with beneficial conversions or cash conversion features as the accounting models for those specific features have been removed. For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features that are accounted for as derivatives due to a failure to meet the settlement conditions of the derivatives scope exceptions. The FASB simplified the settlement assessment by removing the requirements to (a) consider whether the contract would be settled in registered shares, (b) to consider whether collateral is required to be posted, and (c) assess shareholder rights. The FASB also decided to enhance information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities must adopt the guidance as of the beginning of its annual fiscal year and a modified retrospective or fully retrospective transition approach is permitted. The Company is evaluating the impact of ASU 2020-06 on the consolidated financial statements. F- 13 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2021 2020 December 31, 2021 2020 Prepaid research and development $ 2,124,008 $ 112,966 Prepaid insurance 733,234 17,158 Other prepaid expenses 74,173 - Total prepaid expenses and other current assets $ 2,931,415 $ 130,124 NOTE 5 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES 2021 2020 December 31, 2021 2020 Share subscription facility commitment fees $ 800,000 $ - Professional fees 138,086 - Accrued research and development 388,997 72,906 Accrued scientific advisory board fees 60,032 60,032 Consultant compensation expenses 1,342,479 - Bonus accrual 610,000 - Deferred grant revenue - 159,047 Other accrued liabilities 67,939 52,807 Total accrued expenses and other liabilities $ 3,407,533 $ 344,792 Other long-term liabilities consisted of the following: SCHEDULE OF OTHER LONG-TERM LIABILITIES 2021 2020 December 31, 2021 2020 Share subscription facility commitment fees $ 349,202 $ - Liability classified warrants 3,303,588 - Total other long-term liabilities $ 3,652,790 $ - F- 14 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements NOTE 6 - COMMITMENTS AND CONTINGENCIES Purchase Commitments As of December 31, 2021, the Company’s commitments included an estimated $ 13.0 million related to the Company’s open purchase orders and contractual obligations that occurred in the ordinary course of business, including commitments with contract research organizations for multi-year pre-clinical and clinical research studies. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to cancel, reschedule, and adjust its requirements based on its business needs prior to the delivery of goods or the performance of services. Litigation As of December 31, 2021 and 2020, there were no pending legal proceedings against the Company that are expected to have a material adverse effect on cash flows, financial condition or results of operations. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. On July 12, 2021, following the Business Combination with LACQ, the Company’s former financial advisor filed an action against the Company and its Chief Executive Officer alleging that the common stock and warrants issued to the former advisor in satisfaction of its advisory fee should have been registered and immediately tradeable. On August 3, 2021, the parties entered into a settlement agreement whereby the former advisor would have their common stock and the common stock underlying their warrants registered on the Company’s resale Registration Statement on Form S-1 that it filed on August 9, 2021 (the “Resale Registration Statement”). In addition, the warrants would be modified to allow for cashless exercise and to reduce the exercise price from $ 11.50 /share to $ 10.00 /share. In consideration for this, both parties agreed to release the other from any past, present, or future claims. In addition, the former advisor agreed to immediately stay the proceedings and inform the Superior Court of a conditional settlement and to dismiss the lawsuit with prejudice five days following the effectiveness of the Resale Registration Statement. On October 6, 2021, the Superior Court dismissed with prejudice the case filed on July 12, 2021 by the Company’s former financial advisor, following effectiveness of the Resale Registration Statement filed on August 9, 2021 and amended on September 22, 2021. Lease During part of the year ended December 31, 2020, the Company leased office space on a month-to-month basis. In August 2020, the Company entered into an agreement to lease office space. The lease commencement date was October 1, 2020 and the lease was scheduled to terminate October 31, 2021 with no option to renew. In August 2021, the Company entered into an amendment of the aforementioned lease, whereby the term of the lease was extended through October 31, 2022 with no option to renew. The amendment resulted in a modification of the lease under ASC 842 and the Company remeasured the lease liability as of the amendment date. As of December 31, 2021, the future lease payments totaled $ 24,874 . The Company recognized total rent expense of $ 41,418 and $ 36,645 in the years ended December 31, 2021, and 2020, respectively. Compensation Subject to Shareholder Approval In July 2021, the Company engaged two consultants to perform certain public and investor relations services in consideration for warrants to purchase 500,000 shares of common stock with a five-year term and an exercise price of $ 6.28 each, 50,000 shares of common stock each, and 200,000 restricted stock units each. The restricted stock units vest over one year with 50 % of the vesting contingent upon certain market conditions. These equity awards are contingent upon shareholder approval of an amended and restated 2021 Omnibus Plan at a special shareholder meeting in January 2022, whereby the warrants would be replaced by non-qualified stock options with similar terms. As the terms of the awards did not satisfy the grant date criteria for an equity award, as of December 31, 2021, the Company recorded a liability and an expense of $ 1,342,479 (to general and administrative expense on the consolidated statement of operations) to reflect the estimated value of services received during the period. See Note 12 for discussion of the special shareholder meeting in January 2022. F- 15 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements NOTE 7 - NOTES PAYABLE The following table provides a summary of the Company’s outstanding debt as of December 31, 2021: SCHEDULE OF DEBT Principal balance Accrued interest Fair value adjustment Net debt balance 2021 Notes $ 13,647,341 $ 159,435 $ 2,993,061 $ 16,799,837 Financed insurance 385,187 4,082 - 389,269 Total $ 14,032,528 $ 163,517 $ 2,993,061 $ 17,189,106 The following table provides a summary of the Company’s outstanding debt as of December 31, 2020: Principal balance Accrued interest Unamortized debt discount Net debt balance 2015 convertible notes $ 100,000 $ 28,671 $ - $ 128,671 2018 convertible notes 3,500,000 727,905 ( 783,124 ) 3,444,781 2020 promissory notes 100,000 1,694 - 101,694 2020 convertible notes 700,000 29,726 ( 159,790 ) 569,936 Total $ 4,400,000 $ 787,996 $ ( 942,914 ) $ 4,245,082 The interest expense recognized for notes payable (excluding the 2021 Notes) was as follows: SCHEDULE OF INTEREST EXPENSE DEBT 2021 2020 December 31, 2021 2020 Stated interest accrual $ 251,857 $ 381,886 Debt discount accretion 945,969 613,610 Total $ 1,197,826 $ 995,496 2015 Convertible Notes Payable During 2015, the Company issued certain convertible promissory notes in the aggregate principal amount of $ 873,000 . During 2017 and 2018, all but $ 100,000 were converted into common shares of Ensysce. The remaining convertible promissory note bears interest at 5 % per annum, is due on demand (principal and interest) and is mandatorily convertible at a variable price per share equal to 80 % of the price received in certain future equity transactions. The notes were converted into common stock in June 2021. 2018 Convertible Notes Payable Between January 2018 and December 2020, the Company received financing totaling $ 3,500,000 under a series of unsecured promissory notes with a stockholder and board member ($ 2,500,000 ) and an unrelated party ($ 1,000,000 ). The promissory notes mature 24 months from the date of issuance and bear interest at the rate of 10 % per annum. The promissory notes, together with all interest as accrued, can be converted into shares of Ensysce’s common stock at the option of the noteholder, at 50 % of the price paid per share for equity securities by the investors in a subsequent equity financing of no less than $ 5,000,000 gross proceeds (the “contingent put option”). The contingent put option is required to be bifurcated from the debt host and measured at fair value with changes in fair value recorded in earnings (see Note 3). F- 16 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements Additionally, if there is an initial public offering or reverse merger that results in Ensysce becoming publicly listed, the promissory notes automatically convert to equity at the lower of $ 0.25 per share or the then-current Enterprise Value per share (the “automatic conversion option”). Enterprise Value per Share is defined as market capitalization, debt and preferred stock less cash and cash equivalents divided by the common stock of Ensysce on the measurement date, not to exceed $ 55 million. The Company assessed whether the automatic conversion option should be accounted for separately from the debt host and concluded that as the common shares of Ensysce are currently not publicly traded and thus are not considered readily convertible to cash, the automatic conversion option cannot be net settled. Further, the conversion price of the promissory notes exceeded the per share fair value of Ensysce’s common stock on each issuance date and, consequently, no beneficial conversion feature exists. The 2018 convertible notes also include a change in control call option whereby, upon the close of a sale of Ensysce, other than an initial public offering, Ensysce has the right to prepay the promissory notes at 200% of the principal outstanding plus all accrued and unpaid interest. This call option is required to be bifurcated because it is considered to not be clearly and closely related to the debt host. However, the Company has concluded that as of each balance sheet date presented, the exercise of this call option is not probable and thus the call option has a de minimis value. In June 2020, the board resolved to extend the maturity of all 2018 convertible notes payable issued in 2018 by one year . The Company did not incur legal fees or other additional costs to effect the modification. The modification met the criteria to be classified as a troubled debt restructuring under ASC 470-50. The effective interest rate was recalculated to reflect the modified expected term of the notes and no gain or loss was recognized. The notes were converted into common stock in June 2021. 2020 Convertible Notes Payable During the year ended December 31, 2020, Covistat received financing totaling $ 700,000 under a series of unsecured promissory notes with unrelated parties. The notes mature in July 2022 and bear interest at a rate of 10 % per annum. The notes cannot be prepaid without the prior consent of the holder. The notes, together with all accrued and unpaid interest, are automatically convertible upon an initial public offering of Covistat shares or a private sale of a single class of Covistat’s equity securities with gross proceeds of at least $ 2.0 million within a 12-month period. The notes are convertible at the option of the holder at maturity. With respect to an automatic conversion, the conversion price will be the lesser of (a) 80 % of the per-share price of the equity securities sold or (b) the price equal to $ 10.0 million divided by the aggregate number of shares of Covistat’s common stock immediately prior to the initial closing of such financing. With respect to an optional conversion, the conversion price will be the price equal to $ 10.0 million divided by the aggregate number of shares of Covistat’s common stock immediately prior to the initial closing of such financing. The conversion feature is required to be bifurcated from the debt host and measured at fair value with changes in fair value recorded in earnings (see Note 3). The notes were converted into common stock in June 2021. 2020 Promissory Notes Payable During the year ended December 31, 2020, the Company received financing totaling $ 100,000 under a series of unsecured promissory notes with the Chief Executive Officer and a board member. The promissory notes bear interest at a rate of 10 % per annum and mature December 31, 2021 or upon certain financing transactions, whichever is earlier. The notes were repaid in full in July 2021. 2021 Convertible Note Payable In January 2021, the Company received financing totaling $ 50,000 under an unsecured convertible note. The convertible note bears interest at a rate of 10 % per annum and matures January 28, 2023 . The promissory note, together with accrued interest, would be automatically converted into shares of Ensysce’s common stock at 80 % of the price paid per share for equity securities by investors in an IPO or equity financing of no less than $ 10.0 million gross proceeds. The conversion feature is required to be bifurcated from the debt host and measured at fair value with changes in fair value recorded in earnings (see Note 3). The note was converted into common stock in June 2021. F- 17 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 2021 Promissory Notes In March and May 2021, the Company received financing totaling $ 350,000 under unsecured promissory notes issued to related parties including the Chief Executive Officer and members of the board of directors. The notes mature on the earlier of June 30, 2022 or the Company’s receipt of gross proceeds of at least $ 2.0 million from the sale of common or preferred stock and bear interest at a rate of 10 % per annum. The notes were repaid in full in July 2021. Settlement of Convertible Notes Payable On June 30, 2021, the Company consummated the Business Combination with LACQ, which triggered the automatic conversion into common stock of the 2015 convertible notes payable, the 2018 convertible notes payable, and the 2021 convertible note payable. In connection with certain closing conditions, the 2020 convertible notes were amended to provide for automatic conversion of the outstanding principal and interest into common stock. The modification resulted in a loss on extinguishment of debt of $ 347,566 based on the share price on the date of conversion and is recorded in other income (expense), net. The Company applied ASC 470-20-40-1 to the accounting of the conversion, which requires the accelerated recognition of unamortized debt discounts as interest expense upon conversion. Accordingly, $ 554,911 of unamortized debt discount as of the June 30, 2021 conversion has been recognized as interest expense within the consolidated statement of operations. The table below summarizes the conversion of each class of notes payable: SCHEDULE OF CONVERTIBLE DEBT Immediately prior to merger Note series Principal Interest Net carrying value of debt converted Shares of common stock issued Outstanding debt, June 30, 2021 2015 Convertible Note $ 100,000 $ 31,151 $ 131,151 15,116 $ - 2018 Convertible Notes 3,500,000 901,466 4,401,466 1,259,837 - 2020 Convertible Notes 700,000 64,438 764,438 77,000 - 2021 Convertible Note 50,000 2,082 52,082 6,015 - Total $ 4,350,000 $ 999,137 $ 5,349,137 1,357,968 $ - September 2021 Convertible Notes Payable On September 24, 2021, the Company entered into an agreement with institutional investors to issue the 2021 Notes. The agreement provides for two closings: the first closing for $ 5.3 million (resulting in net proceeds of $ 4.6 million) which closed on September 24, 2021 (the “First Closing”). The second closing for $ 10.6 million (resulting in net proceeds of $ 9.4 million) which closed on November 5, 2021 (the “Second Closing”). The proceeds of the sale of the securities shall be used for working capital purposes subject to certain customary restrictions and secured by the Company’s rights to its patents and licenses. The Company may not issue any additional debt or equity without the prior written consent of the holders. The 2021 Notes mature on June 23, 2023 for the first closing, and August 4, 2023 for the second closing. The notes bear interest at a rate of 5 % per annum, in addition to an original issue discount of 6 %. The interest may be settled in cash or shares at the option of the Company and is payable together with monthly redemptions of the outstanding principal amount of the debt. The Company elected to apply the fair value option to the measurement of the 2021 Notes. The total initial fair value of the debt at issuance was $ 15.9 million. The Company recorded total issuance costs of $ 1,920,158 , representing investment banking and legal fees of $ 1,020,158 and original issue discounts of $ 900,000 . After several conversions occurring prior to year-end (discussed below), the Company remeasured the fair value as of December 31, 2021 and recognized an expense of $ 3.0 million as the fair value of the 2021 Notes had increased to $ 16.8 million due to an increase in the value of the conversion option resulting from a decrease in the price of the Company’s common stock. The December 31, 2021 fair value measurement includes the assumption of accrued interest and interest expense (at the stated rate plus an 8 % cash settlement premium) and thus a separate amount is not reflected on the consolidated statements of operations. If presented separately, the total amount of interest expense (after consideration of the conversions) at December 31, 2021 would be $ 163,770. F- 18 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements The 2021 Notes may be converted into the Company’s common stock at the option of the holder in whole or in part at the conversion price of $ 5.87 , subject to a beneficial ownership limitation of 4.99% (subject to adjustment). The Company must reserve sufficient shares of authorized common stock to effect the conversion of the 2021 Notes and payment of interest. The shares were registered for public resale under a registration statement. On December 23, 2021 the Company issued 255,537 shares of common stock in repayment of $ 1.5 million, the shares issued at the stated conversion price of $ 5.87 . On December 27, 2021, the Company issued a Letter of Agreement amending the Securities Purchase Agreement to allow for conversion of the outstanding notes at an exercise price of $ 4.50 per share of the Company’s common stock for fourteen trading days, commencing December 28, 2021 and ending January 14, 2022. Following this period, the initial conversion price of $ 5.87 was restored. On December 28, 2021 holders delivered separate notices of conversion for a total of $ 593,224 of principal in exchange for shares based on the amended conversion price of $ 4.50 . The Company recorded an inducement expense equal to the excess fair value (utilizing the Company policy for conversions of average of the high and low share prices of the day) of the consideration transferred above the securities that would have been issued under the original conversion terms. The total debt conversion expense was $ 154,391 and is reflected in other income (expense), net. At the Company’s option, the Company may redeem some or all of the then-outstanding principal amount of the 2021 Notes for cash in an amount equal to 100% of the principal to be redeemed, plus accrued but unpaid interest, plus all other amounts due with respect to the 2021 Notes. Beginning January 1, 2022 for the First Closing, and February 1, 2022 for the Second Closing, and the first of each subsequent month, terminating upon the full redemption of the 2021 Notes (each a “Monthly Redemption Date”), the Company shall redeem the Monthly Redemption Amount (defined below), payable in cash or shares. The number of shares to be settled shall be based on a conversion price equal to the lesser of (a) $5.87 and (b) 92 % of the average of the three lowest volume-weighted average prices (“VWAP”) during the 10 consecutive trading days prior to the applicable Monthly Redemption Date. The Company may not pay the Monthly Redemption Amount in shares unless the applicable conversion price is greater than or equal to $ 0.78 and the Company has been in compliance with customary requirements under the agreement, unless waived in writing by the holder. The Monthly Redemption Amount is defined as 1/18 th of the original principal amount, plus accrued but unpaid interest, plus any other amounts due to the holder with respect to the 2021 Notes. If the Company elects to settle such redemptions in shares, the Monthly Redemption Amount is calculated based on 92% of the average of the lowest three VWAPs in the ten trading days prior to the Monthly Redemption Date. If the Company elects to settle redemptions in cash, the Monthly Redemption Amount shall include an 8% premium of the Monthly Redemption Amount. If, at any time while the 2021 Notes are outstanding, the Company carries out one or more capital raises in excess of $ 5.0 million, the holder has the right to require the Company to use up to 20 % of the gross proceeds of such transaction to redeem all or a portion of the convertible notes for an amount in cash equal to the cash Mandatory Redemption Amount (i.e., 108% of outstanding principal and unpaid interest). Financed Insurance Premiums During year ended December 31, 2021, the Company financed its directors and officers’ liability insurance in the amount of $ 867,300 , of which $ 389,269 remains outstanding at December 31, 2021. The Company will pay a total of $ 12,078 in interest from inception through April 2022 when the note will be paid in full. The Company expensed $ 10,513 of interest for the year ended December 31, 2021. NOTE 8 - STOCKHOLDERS’ EQUITY In June 2021, in connection with the Business Combination, the Company amended and restated its Certificate of Incorporation to authorize 150,000,000 shares of common stock and 1,500,000 shares of preferred stock, both with par value equal to $ 0.0001 . As of December 31, 2021 and 2020, there were no shares of preferred stock issued and outstanding. F- 19 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements Common Stock On June 30, 2021, in connection with the Business Combination, the following common stock activity occurred: ● 16,053,550 shares of common stock were issued to holders of Former Ensysce common stock. ● 6,219,268 shares of common stock outstanding were assumed by the Company. ● 1,357,968 shares of common stock were issued in settlement of $ 5.8 million of convertible debt. ● 19,755 shares of restricted common stock were issued in exchange for previously outstanding warrants to purchase Former Ensysce common stock. ● 500,000 shares of common stock were issued in settlement of a termination agreement with a strategic advisor dated January 2021. ● 125,000 shares of common stock were issued in settlement of deferred underwriting costs. Warrants In February 2013, the Company issued 13,170 warrants to purchase common stock, with a ten-year life and an exercise price of $ 6.23 per share. In August 2019, in connection with the issuance of convertible debt, the Company issued 6,585 warrants to purchase common stock, with a ten-year life and an exercise price of $ 3.04 . As of December 31, 2020, the warrants remained outstanding. On June 30, 2021, the Company issued 19,755 shares of common stock in settlement of the warrants, with such shares subject to restriction until certain conditions are met. On December 31, 2021, outstanding warrants to purchase shares of common stock are as follows: SCHEDULE OF OUTSTANDING WARRANT Reference Shares Underlying Outstanding Warrants Exercise Price Description Classification (a) 18,901,290 $ 10.00 - 11.50 LACQ warrants Equity (b) 1,106,108 $ 4.50 Share subscription facility Equity (c) 361,158 $ 7.63 Convertible note Liability (d) 722,317 $ 7.63 Convertible note Liability 21,090,873 a) On June 30, 2021, as a result of the Closing, the Company assumed a total of 18,901,290 warrants previously issued by LACQ. The warrants provide holders the right to purchase common stock at a strike price of between $ 10.00 and $ 11.50 per share and expire June 30, 2026 , five years following the completion of the Business Combination. A total of 10,000,000 of the outstanding warrants are public warrants which trade on the OTC Pink Open Market under the ticker symbol ENSCW. The remaining 8,901,290 warrants are private warrants with restrictions on transfer and which have the right to a cashless exercise at the option of the holder. On August 3, 2021, the Company entered into an agreement with an existing warrant holder to reduce the price of 500,000 warrants issued on June 30, 2021 from $ 11.50 to $ 10.00 , resulting in an incremental increase in their fair value of $ 56,591 , recognized in general and administrative expense. b) On July 2, 2021, upon public listing of the Company’s shares, the Company issued 1,106,108 warrants to purchase common stock pursuant to the share subscription facility. The warrants have a three -year life and an exercise price of $ 10.01 per share. The grant date fair value of the warrants, based on the $ 14.49 stock price on the date of issuance, was $ 11.6 million, and was recognized in general and administrative expense due to the uncertainty of future issuance of shares under the share subscription facility. F- 20 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements On December 28, 2021, the exercise price of the warrants adjusted to $ 4.50 per share, as required by a down round adjustment feature of the warrant, due to common stock issued at a price below the then current exercise price. The difference in fair value of the existing warrant prior to the adjustment and the value of the warrant after (utilizing a “Black-Scholes model”) is reflected on the consolidated statement of operations as a “deemed dividend”. c) On September 24, 2021, the Company issued 361,158 warrants in connection with the issuance of the 2021 Notes. The warrants were immediately exercisable with an exercise price of $ 7.63 (subject to downward revision protection in the event the Company makes certain issuances of common stock at prices below the conversion price) and expire on September 23, 2026 . d) On November 5, 2021, the Company issued 722,317 warrants in connection with the issuance of the 2021 Notes. The warrants were immediately exercisable with an exercise price of $ 7.63 (subject to downward revision protection in the event the Company makes certain issuances of common stock at prices below the conversion price) and expire on November 4, 2026 . The fair value of each warrant issued has been determined using the Black-Scholes option-pricing model. The material assumptions used in the Black-Scholes model in estimating the fair value of the warrants issued for the periods presented were as follows: SCHEDULE OF WARRANTS FAIR VALUE ESTIMATION ASSUMPTIONS (a) LACQ warrants (grant date varies) (b) Share subscription facility (grant date 7/2/2021) (c) Liability classified warrants (grant date 9/24/2021) (c) Liability classified warrants (remeasured at 12/31/2021) (d) Liability classified warrants (grant date 11/5/2021) (d) Liability classified warrants (remeasured at 12/31/2021) Stock price $ 14.49 14.49 $ 4.49 $ 4.70 $ 2.25 $ 4.70 Exercise price $ 10.0 - 11.50 10.01 $ 7.63 $ 7.63 $ 7.63 $ 7.63 Expected term (years) 3.00 3.00 5.00 4.75 5.00 4.85 Volatility 110.0 % 110.0 % 94.1 % 97.4 % 94.1 % 96.8 % Risk free rate 0.5 % 0.5 % 1.0 % 1.3 % 1.0 % 1.3 % NOTE 9 - STOCK-BASED COMPENSATION In 2016, Former Ensysce adopted the Ensysce Biosciences, Inc. 2016 Stock Incentive Plan (the “2016 Plan”). The 2016 Plan, as amended, allowed for the issuance of non-statutory stock options, incentive stock options and other equity awards to Former Ensysce’s employees, directors, and consultants. In March 2019, Former Ensysce adopted the 2019 Directors Plan, which was amended in August 2020. The 2019 Directors Plan, as amended, allowed for the issuance of shares of Former Ensysce’s common stock pursuant to the grant of non-statutory stock options. In addition to the 2016 Plan and the 2019 Directors Plan, the Company has two legacy equity incentive plans (the “Legacy Plans”). No additional equity awards may be made under the Legacy Plans and the outstanding options will expire if unexercised by certain dates through August 2024. In connection with the Business Combination, the Company assumed the 2021 Omnibus Incentive Plan (the “2021 Omnibus Plan”), which was approved by LACQ’s board and subsequently LACQ’s stockholders at a special stockholder meeting on June 28, 2021. The 2021 Omnibus Plan provides for the conversion with existing terms of the 4,444,068 options outstanding under Former Ensysce stock plans and reserves for issuance an additional 1,000,000 shares for future awards under the 2021 Omnibus Plan. No further awards may be made under the Former Ensysce stock plans. F- 21 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements As of December 31, 2021 and 2020, the options outstanding under each plan were as follows: SCHEDULE OF STOCK OPTION OUTSTANDING December 31, 2021 2020 Legacy Plans - 543,106 2016 Plan - 4,034,332 2019 Directors Plan - 151,455 2021 Omnibus Plan 4,444,068 - Total options outstanding 4,444,068 4,728,893 Option Activity There were no stock option grants in 2021. During the year ended December 31, 2020, the Company granted stock options to purchase an aggregate of 131,700 shares of common stock to members of the board of directors under the 2019 Directors Plan. The options vest over three years and have an exercise price of $ 3.35 per share. The options were converted with their existing terms into the 2021 Omnibus Plan in connection with the Business Combination. The Company recognized within general and administrative expense stock-based compensation expense of $ 121,764 and $ 178,679 for the year ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021 and 2020, there was no stock-based compensation allocated to research and development expense. The following table summarizes the Company’s stock option activity during the year ended December 31, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2020 4,728,893 $ 2.28 6.80 $ 1,817,383 Granted - - - Exercised ( 284,825 ) 0.91 472,453 Expired / Forfeited - - - Outstanding at December 31, 2021 4,444,068 2.40 6.00 10,207,306 Exercisable at December 31, 2021 4,337,971 2.38 5.90 10,055,725 Vested and expected to vest 4,444,068 2.40 6.00 10,207,306 Option Valuation The fair value of each stock option granted has been determined using the Black-Scholes option-pricing model. The material assumptions used in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows (there were no grants issued in 2021): SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS December 31, 2020 Stock price $ 2.58 Exercise price $ 3.35 Expected stock price volatility 124.0 % Expected term (years) 5.8 Risk-free interest rate .27 – 1.52 % Expected dividend yield 0 % F- 22 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements ● Stock price. Prior to the Business Combination, the stock price was determined by third party valuations of the Company’s common stock. ● Expected stock-price volatility. The expected volatility is derived from the historical volatilities of comparable publicly traded companies within the Company’s industry over a period approximately equal to the expected term. The comparable companies were utilized as the Company’s stock does not have sufficient historical trading activity. ● Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. The Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term due to a lack of sufficient data. Therefore, the Company estimates the expected term for employees by using the simplified method provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. ● Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term. ● Expected dividend yield. The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on the Company’s common stock. The weighted-average grant date fair value of options granted during the year ended December 31, 2020 was $ 2.20 . There were no options granted during the year ended December 31, 2021. As of December 31, 2021, the Company had an aggregate of $ 37,690 of unrecognized share-based compensation cost, which is expected to be recognized over the weighted average period of 1.44 years. Shares Reserved for Future Issuance The following shares of common stock are reserved for future issuance: SCHEDULE OF COMMON STOCK FUTURE ISSUANCE December 31, 2021 Stock options outstanding 4,444,068 Stock options available for future grant under 2021 Omnibus Incentive Plan 1,000,000 Warrants outstanding 21,090,873 Total shares of common stock reserved for future issuance 26,534,941 NOTE 10 - INCOME TAXES Loss before provision for income taxes consisted of the following: SCHEDULE OF INCOME TAXES BENEFIT December 31, 2021 2020 United States $ ( 29,145,901 ) $ ( 159,275 ) The federal and state income tax provision (benefit), included in general and administrative expenses in the Consolidated Statement of Operations, is summarized as follows: SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) December 31, 2021 2020 Current state provision $ - $ 1,600 F- 23 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate for the years ended December 31, 2021 and 2020 as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION 2021 2020 December 31, 2021 2020 Income (benefit) taxes at statutory rates $ ( 6,120,640 ) $ ( 33,448 ) State income tax, net of federal benefit ( 131,962 ) 47,340 Warrants and convertible debt 1,620,341 12,776 Nondeductible executive compensation 480,248 - Stock based compensation ( 278,940 ) - Share subscription facility transaction costs 2,664,850 - Research and development tax credits ( 501,451 ) - Change in tax rates 371,784 - Other ( 139,213 ) 405 Change in valuation allowance 2,034,983 ( 27,073 ) Total $ - $ - Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The Company’s deferred tax assets were comprised of the following as of December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating loss tax carryforwards $ 25,068,127 $ 23,332,247 Tax credits 3,164,799 2,663,350 Stock-based compensation 915,675 1,798,263 Other 687,422 89,880 Deferred Tax Assets, Gross 29,836,023 27,883,740 Valuation allowance ( 29,830,534 ) ( 27,795,550 ) Total deferred tax assets 5,489 88,190 Deferred tax liabilities: Convertible notes: embedded derivatives - ( 81,603 ) Other ( 5,489 ) ( 6,587 ) Total deferred tax liabilities ( 5,489 ) ( 88,190 ) Net deferred tax assets $ - $ - As of December 31, 2021, the Company had federal, California and other state net operating loss (NOL) carryforwards of $ 95.9 million, $ 69.7 million and $ 0.4 million, respectively, net of the NOLs that will expire due to Internal Revenue Code (IRC) Section 382 limitations. The federal net operating losses generated in 2018 and after of $ 13.5 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year , subject to certain modifications made by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in 2020. The federal net operating losses generated prior to 2018 of $ 82.4 million will begin to expire in 2026 unless previously utilized. The California and other state NOL carryforwards will begin to expire in 2028 and 2041, respectively, unless previously utilized. F- 24 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements In addition, as of December 31, 2021, the Company had federal and state research and development (R&D) tax credit carryforwards of $ 3.0 million and $ 1.5 million, respectively. The federal tax credit carryforwards will begin to expire in 2024 unless previously utilized. The California research tax credits do not expire. Pursuant to the IRC Sections 382 and 383, annual use of the Company’s NOL and R&D credit carryforwards may be limited in the event that a cumulative change in ownership of more than 50% occurs within a three-year period. Although the Company has not completed a recent IRC Section 382/383 analysis, regarding the limitation of NOL and R&D credit carryforwards, the Company estimates that approximately $ 1.5 million of tax benefits related to NOL and R&D carryforwards acquired in 2015 will expire unused. Accordingly, the related NOL and R&D credit carryforwards have been removed from deferred tax assets accompanied by a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, limitations created by current and future ownership changes, if any, related to the Company’s operations in the United States will not impact its effective tax rate. Any additional ownership changes may further limit the ability to use the NOL and R&D credit carryforwards. On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits federal NOL carryforwards and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows federal NOLs incurred in 2019, 2020 and 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Due to the Company’s history of net operating losses, the CARES Act is not expected to have a material impact on the Company’s financial statements. The following table summarizes the activity related to the Company’s unrecognized tax benefits: SUMMARY OF INCOME TAX CONTINGENCIES 2021 2020 Year ending December 31, 2021 2020 Balance at beginning of year $ 968,445 $ 929,990 Increases (decreases) related to current year tax positions 171,977 38,455 Increases (decreases) related to prior year tax positions ( 5,243 ) - Expiration of the statute of limitations for the assessment of taxes - - Other - - Balance at end of year $ 1,135,179 $ 968,445 As of December 31, 2021 and 2020, the Company had unrecognized tax benefits of $ 1.1 million and $ 1.0 million, respectively. Due to the existence of the valuation allowance, none of the unrecognized tax benefits would affect the effective tax rate. The Company’s policy is to recognize interest and penalties from uncertain tax positions in income tax expense. The Company did not record any interest or penalties for the years ended December 31, 2021 or 2020 and had no accrued interest on the consolidated balance sheets as of December 31, 2021 or 2020. The Company does not anticipate that the total amount of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple state jurisdictions. With few exceptions, the Company is no longer subject to United States federal income tax examinations for years before 2018 and state and local income tax examinations before 2017. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the NOL carryforward. The Company is not currently under examination by the Internal Revenue Service or any state or local tax authority. F- 25 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements NOTE 11 - RELATED PARTIES The Company paid cash compensation during the year ended December 31, 2021 and 2020 of $ 30,909 and $ 129,890 , respectively, to the Chief Executive Officer through a separate operating company with which the Chief Executive Officer is affiliated. As of December 31, 2021 and 2020, the Company owed $ 0 and $ 12,989 , respectively, in accounts payable to the separate operating company. The Company issued a series of convertible notes to the Chairman of the Board as described in Note 7, which totaled $ 2.5 million as of December 31, 2020. All outstanding notes and accrued interest converted into common stock upon the closing of the Business Combination on June 30, 2021. As of December 31, 2021 and 2020, the Company had promissory notes outstanding which totaled $ 0 and $ 100,000 , respectively, to three members of the board of directors, including the Chief Executive Officer and Chairman of the Board, as described in Note 7. NOTE 12 - SUBSEQUENT EVENTS On January 26, 2022, two proposals were approved at a special meeting of stockholders. The first proposal approved the issuance of shares of common stock upon the conversion of the 2021 Notes, as discussed in Note 7, and the exercise of the related warrants, in order to comply with certain Nasdaq rules. The second proposal approved an Amended and Restated 2021 Omnibus Incentive Plan, including an additional 3,000,000 shares available for future grant. Following this approval, the Company has granted a total of 1,986,000 stock options and 927,358 restricted stock units under the Plan to employees and consultants in 2022. In the first quarter of 2022, the Company has issued 4,708,525 shares of common stock in repayment of $ 6.4 million in monthly redemptions of the 2021 Notes, as discussed in Note 7. F- 26 Exhibit Index No. Description of Exhibit 2.1† Agreement and Plan of Merger, dated January 31, 2021, by and among Leisure Acquisition Corp., Ensysce Biosciences, Inc. and EB Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 3.1 Third Amended and Restated Certificate of Incorporation of Ensysce Biosciences, Inc. (incorporated by reference to Exhibit 3.1 filed with the registrant’s Current Report on Form 8-K on July 7, 2021). 3.2 Amended and Restated Bylaws of Ensysce Biosciences, Inc. (incorporated by reference to Exhibit 3.2 filed with the registrant’s Current Report on Form 8-K on July 7, 2021). 4.1 Warrant Agreement, dated December 1, 2017, between the Leisure Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 filed with the registrant’s Current Report on Form 8-K on December 5, 2017). 4.2 Common Stock Purchase Warrant in the amount of 100,000 shares of common stock of Ensysce Biosciences, Inc. dated as of August 13, 2019 (incorporated by reference to Exhibit 4.5 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 4.3 Investor Rights Agreement between Ensysce Biosciences, Inc. and the Investors listed on the signature pages thereto dated as of May 11, 2018 (incorporated by reference to Exhibit 4.6 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 4.4 Warrant Certificate issued to Gateway Casinos & Entertainment Limited (incorporated by reference to Exhibit 4.7 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 4.5 Form of Warrant Certificate issued to previous holders of Private Placement Warrants and other private warrants (incorporated by reference to Exhibit 4.8 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 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 the registrant’s Current Report on Form 8-K initially filed 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 the registrant’s Current Report on Form 8-K initially filed on September 27, 2021). 10.1 Registration Rights Agreement, dated December 1, 2017, among Leisure Acquisition Corp. and certain securityholders (incorporated by reference to Exhibit 10.2 filed with the registrant’s Current Report on Form 8-K on December 5, 2017). 10.2 Warrant Purchase Agreement, dated December 1, 2017, between Leisure Acquisition Corp. and certain security holders (incorporated by reference to Exhibit 10.3 filed with the registrant’s Current Report on Form 8-K on December 5, 2017). 10.3(a) Administrative Services Agreement, dated December 1, 2017, between Leisure Acquisition Corp. and Hydra Management, LLC (incorporated by reference to Exhibit 10.4 filed with the registrant’s Current Report on Form 8-K on December 5, 2017). 10.3(b) Amendment to the Administrative Services Agreement, dated August 7, 2020, between Leisure Acquisition Corp. and Hydra Management, LLC (incorporated by reference to Exhibit 10.1 filed with the registrant’s Quarterly Report on Form 10-Q on November 9, 2020). 10.3(c) Expense Advancement Agreement, dated December 1, 2017, between Leisure Acquisition Corp., HG Vora Special Opportunities Master Fund, Ltd., Hydra Management, LLC and Matthews Lane Capital Partners LLC (incorporated by reference to Exhibit 10.5 filed with the registrant’s Current Report on Form 8-K on December 5, 2017). 10.4(a) Amendment to Expense Advancement Agreement, dated June 29, 2020 (incorporated by reference to Exhibit 10.2 filed with the registrant’s Current Report on Form 8-K on June 30, 2020). 10.4(b) Amendment No. 2 to Expense Advancement Agreement, dated October 26, 2020 (incorporated by reference to Exhibit 10.1 filed with the registrant’s Current Report on Form 8-K on October 29, 2020). 10.4(c) Amendment No. 3 to Expense Advancement Agreement, dated November 30, 2020 (incorporated by reference to Exhibit 10.2 filed with the registrant’s Current Report on Form 8-K on November 30, 2020). 10.4(d) Amendment No. 4 to Expense Advancement Agreement, dated February 23, 2021 (incorporated by reference to Exhibit 10.2 filed with the registrant’s Current Report on Form 8-K on February 25, 2021). 96 10.4(e) Form of Amended and Restated Promissory Note relating to Expense Advancement Agreement (incorporated by reference to Exhibit 10.1 filed with the registrant’s Current Report on Form 8-K on February 25, 2021). 10.5(a) Letter Agreement, dated December 1, 2017, among the Leisure Acquisition Corp., its officers, directors and securityholders (incorporated by reference to Exhibit 10.6 filed with the registrant’s Current Report on Form 8-K on December 5, 2017). 10.5(b) Amendment to Letter Agreement, dated December 5, 2019 (incorporated by reference to Exhibit 10.6(b) filed with the registrant’s Annual Report on Form 10-K on March 10, 2020). 10.6 Contingent Forward Purchase Contract, dated December 1, 2017, between Leisure Acquisition Corp. and HG Vora Special Opportunities Master Fund, Ltd (incorporated by reference to Exhibit 10.7 filed with the registrant’s Current Report on Form 8-K on December 5, 2017). 10.7(a) Form of Director and Officer Indemnity Agreement (incorporated by reference to Exhibit 10.8 filed with the registrant’s Registration Statement on Form S-1 (File No.333-221330) initially filed on November 3, 2017). 10.7(b) Form of Indemnification Agreement executed by each of the Ensysce directors and executive officers (incorporated by reference to Exhibit 10.6 filed with the registrant’s Form 10-Q initially filed on November 15, 2021). 10.8 Securities Subscription Agreement, dated September 11, 2017, between LACQ and HG Vora Special Opportunities Master Fund, Ltd (incorporated by reference to Exhibit 10.4 filed with the registrant’s Registration Statement on Form S-1 (File No.333-221330) initially filed on November 3, 2017). 10.9 Securities Subscription Agreement, dated September 11, 2017, between the Leisure Acquisition Corp. and Hydra Management, LLC (incorporated by reference to Exhibit 10.5 filed with the registrant’s Registration Statement on Form S-1 (File No.333-221330) initially filed on November 3, 2017). 10.10 Securities Subscription Agreement, dated September 11, 2017, between the Leisure Acquisition Corp. and Matthews Lane Capital Partners LLC (incorporated by reference to Exhibit 10.6 filed with the registrant’s Registration Statement on Form S-1 (File No.333-221330) initially filed on November 3, 2017). 10.11 Exchange Agreement, dated June 7, 2021, between Leisure Acquisition Corp. and Gateway Casinos & Entertainment Limited (incorporated by reference to Exhibit 10.12(d) filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.12 Fee Waiver Letter, dated November 23, 2020 (incorporated by reference to Exhibit 10.3 filed with the registrant’s Current Report on Form 8-K on November 30, 2020). 10.13 Fee Waiver Letter, dated January 31, 2021 (incorporated by reference to Exhibit 10.2 filed with the registrant’s Current Report on Form 8-K on February 2, 2021). 10.14 Warrant Surrender Agreement, among MLCP GLL Funding LLC, Hydra LAC, LLC, and Leisure Acquisition Corp., dated January 31, 2021 (incorporated by reference to Exhibit 10.1 filed with the registrant’s Current Report on Form 8-K on February 2, 2021). 10.15 Form of Lock-up Agreement executed by each of the Ensysce’s directors and executive officers (incorporated by reference to Exhibit 10.16 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.16+ Executive Employment Agreement, by and between the Company and Dr. Lynn Kirkpatrick, dated September 14, 2021 (incorporated by reference to Exhibit 10.44 filed with the registrant’s Amendment Number 1 to its Registration Statement on Form S-1 (File No.333-260478) filed on October 29, 2021). 10.17 Agreement and Plan of Merger by and among the Signature Therapeutics, Inc., Signature Acquisition Corp. and the Company dated December 28, 2015 (incorporated by reference to Exhibit 10.21 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.18+ Employment Offer Letter to Richard Wright dated July 31, 2017 (incorporated by reference to Exhibit 10.24 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.19+ Executive Employment Agreement, by and between the Company and Geoffrey Birkett, dated August 21, 2021 (incorporated by reference to Exhibit 10.45 filed with the registrant’s Amendment Number 1 to its Registration Statement on Form S-1 (File No.333-260478) filed on October 29, 2021) 10.20+ Employment Agreement between the Company and David Humphrey dated February 11, 2021 (incorporated by reference to Exhibit 10.26 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 97 10.21+ Amendment to Offer Letter between the Company and David Humphrey dated February 23, 2021 (incorporated by reference to Exhibit 10.27 filed with the the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.22*+ Amended and Restated 2021 Omnibus Incentive Plan 10.22(a)*+ Amended and Restated 2021 Omnibus Incentive Plan Form of Stock Option Grant Notice and Award Agreement 10.23 Share Purchase Agreement between the Company, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited dated as of December 29, 2020, including a Registration Rights Agreement between the same parties and dated as of the same date and form of Warrant to Purchase Common Shares of Ensysce Biosciences, Inc. issued by the Company to GEM Yield Bahamas Limited (incorporated by reference to Exhibit 10.29 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.24† Technology Transfer Agreement by and among the Company, Covistat, Inc., Mucokinetica, Ltd., Roderick Hall and Peter Cole dated August 5, 2020 (incorporated by reference to Exhibit 10.30 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.25†+ Consulting Agreement between Roderick Hall and Covistat, Inc. dated August 5, 2020 (incorporated by reference to Exhibit 10.31 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.26†+ Consulting Agreement between Peter Cole and Covistat, Inc. dated August 5, 2020 (incorporated by reference to Exhibit 10.32 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.27 Manufacturing Agreement between Recro Gaineville LLC and the Company dated September 11, 2019 (incorporated by reference to Exhibit 10.35 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.28(a) Form of Exchange Agreement between Leisure Acquisition Corp. and the holders of Private Placement Warrants (incorporated by reference to Exhibit 10.36(a) filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.28(b) Form of Exchange Agreement to be entered into by the Company with each of the Sponsors and the Strategic Investor (incorporated by reference to Exhibit 10.36(b) filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.29 10.0% Convertible Promissory Note issued by the Company to Feliciano Global Enterprises Inc. on January 28, 2021 (incorporated by reference to Exhibit 10.37 filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.30(a) Email Agreement, dated January 31, 2021, between the Company and DelMorgan Group LLC (incorporated by reference to Exhibit 10.38(a) filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.30(b) First Amendment to the Email Agreement, dated June 7, 2021, between the Company and DelMorgan Group LLC (incorporated by reference to Exhibit 10.38(b) filed with the registrant’s Registration Statement on Form S-4 (File No.333-254279) initially filed on March 15, 2021). 10.30(c)* Settlement Agreement and Mutual General Release among the Company, Dr. Lynn Kirkpatrick, DelMorgan Group LLC and Globalist Capital LLC, dated August 3, 2021. 10.31(a) Engagement Agreement with David L. Kovacs (a portion of Appendix B to the exhibit has been omitted)(incorporated by reference to Exhibit 10.37 filed with Ensysce Biosciences, Inc.’s Registration Statement on Form S-1 (File No.333-258609) initially filed on August 9, 2021. 10.31(b)* Stock Option Grant Notice and Award Agreement granted February 14, 2022 to David L. Kovacs 10.32(a) Engagement Agreement with Mercury FundingCo, LLC (a portion of Appendix B to the exhibit has been omitted) (incorporated by reference to Exhibit 10.38 filed with Ensysce Biosciences, Inc.’s Registration Statement on Form S-1 (File No.333-258609) initially filed on August 9, 2021). 10.32(b)* Stock Option Grant Notice and Award Agreement granted February 14, 2022 to David Tanzer. 10.33(a)† 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 the registrant’s Current Report on Form 8-K initially filed on September 27, 2021). 10.33(b) 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 the registrant’s Current Report on Form 8-K initially filed on September 27, 2021). 10.33(c) 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 the registrant’s Current Report on Form 8-K initially filed on September 27, 2021). 98 10.33(d)† 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 the registrant’s Current Report on Form 8-K initially filed on September 27, 2021). 10.33(e) 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 the registrant’s Current Report on Form 8-K initially filed on September 27, 2021). 10.33(f) Letter Agreement, dated December 27, 2021, by and among the Company and the parties signatory thereto (incorporated by reference to Exhibit 10.6 filed with the registrant’s Current Report on Form 8-K initially filed on December 27, 2021). 10.33(g) Second Letter Agreement, dated January 16, 2022, by and among the Company and the parties signatory thereto (incorporated by reference to Exhibit 10.7 filed with the registrant’s Current Report on Form 8-K initially filed on January 18, 2022). 21.1* List of Subsidiaries 23.1* Consent of Mayer Hoffman McCann P.C. 31.1*++ Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2*++ Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), 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 (101) Interactive Data File (104) Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith. † Certain schedules (or similar attachments) to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) or 601(b)(2), as applicable. The registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request. + Denotes compensatory plans or arrangements or management contracts. ++ This certificate accompanies this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Ensysce for purposes of Section 18 or any other provisions of the Exchange Act. Item 16. Form 10-K Summary. Not applicable. 99 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, State of California, on March 31, 2022. 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 Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on March 31, 2022. 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: /s/ Andrew Benton Director Andrew Benton By: /s/ William Chang Director William Chang By: /s/ Bob Gower Director and Chairman of the Board Bob Gower By: /s/ Adam Levin Director Adam Levin By: /s/ Steve Martin Director Steve Martin By: /s/ Lee Rauch Director Lee Rauch By: /s/ Curtis Rosebraugh Director Curtis Rosebraugh 100