What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-30 compared with 2022-03-31 · 68 added, 26 removed, 17 unchanged (85% of the section changed)

3 unchanged sentences

on the OTC Pink Open Market under the symbol “ENSCW.”

closing price of our common stock and Public Warrants on March 25, 2022, was $1.13 and $0.15, respectively.

As of March 25, 2022, there

were approximately 161 holders of record of our common stock, one holder of record of the Public Warrants, eight holders of record

of the LACQ private warrants, one holder of the GEM Warrants, and three holders of record of 2021 Notes warrants.

closing price of our common stock and Public Warrants on March 27, 2023, was $0.54 and

$0.02, respectively.

of March 27, 2023, there were approximately 150 holders of record of our common stock .

numbers do not include beneficial owners holding our securities through nominee names.

8 unchanged sentences

anticipate declaring any cash dividends to holders of our common stock in the foreseeable future.

January 31, 2023, we declared a dividend of 0.001 of a share of Series A Preferred Stock, par value $0.0001 per share (“Series

A Preferred Stock”), for each outstanding share of common stock to stockholders of record on February 13, 2023.

Series A Preferred

Stock is uncertificated and represented in book-entry form.

No shares of Series A Preferred Stock may be transferred by the holder thereof

except in connection with a transfer by such holder of any shares of common stock held by such holder, in which case a number of one

one-thousandths (1/1,000ths) of a share of Series A Preferred Stock equal to the number of shares of common stock to be transferred by

such holder will be automatically transferred to the transferee of such shares of common stock.

Each share of Series A Preferred Stock

entitles the holder thereof to 1,000,000 votes per share.

Thus, each 0.001 of a share of Series A Preferred Stock would entitle the holder

thereof to 1,000 votes The outstanding shares of Series A Preferred Stock vote together with the outstanding shares of common stock as

a single class exclusively with respect to (1) any proposal to adopt an amendment to our Certificate of Incorporation, to reclassify

the outstanding shares of common stock into a smaller number of shares of common stock at a ratio specified in or determined in accordance

with the terms of such amendment (the “Reverse Stock Split”) and (2) any proposal to adjourn any meeting of stockholders

called for the purpose of voting on the Reverse Stock Split (the “Adjournment Proposal”).

The Series A Preferred Stock will

not be entitled to vote on any other matter, except to the extent required under the Delaware General Corporation Law.

Authorized for Issuance under Equity Compensation Plans

following table provides information as of December 31, 2022 with respect to securities that may be issued under our equity compensation

Plan Category

Securities to be

Exercise Price

of Outstanding

Available for

Future Issuance

Reflected in the

First Column)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Sales of Unregistered Securities and Use of Proceeds

entered into an Investor Relations Consulting Agreement with MZHCI, LLC on December 20, 2021, through which we receive ongoing stock

market support services and other consulting services.

Pursuant to that agreement, we pay a monthly fee and we issued 50,000 unregistered

shares of our common stock in February 2022.

The issuance of our shares was exempt from registration under Section 4(a)(2) of

the Securities Act as it was a private transaction between MZHCI, LLC and us.

We received no proceeds in connection with our issuance

of those 50,000 shares.

On September 24, 2021, we entered

into the SPA for an aggregate financing of $15.0 million with institutional investors.

A first closing under the SPA for $5 million

occurred on September 24, 2021 and a second closing under the SPA occurred on November 5, 2021.

At the first closing, the Company issued

to the investors (i) senior secured convertible promissory notes in the aggregate principal amount of $5.3 million for an aggregate purchase

price of $5.0 million and (ii) warrants to purchase 361,158 shares of the Company’s common stock in the aggregate at

an exercise price of $7.63 per share.

At the second closing, the Company issued to the institutional investors referenced above,

(i) senior secured convertible promissory notes in the aggregate principal amount of $10.6 million for an aggregate purchase price of

$10.0 million and (ii) warrants to purchase 722,317 shares of the common stock in the aggregate at an exercise price

June 30, 2022, we entered into a Securities Purchase Agreement for an aggregate financing of $8.0 million with institutional investors.

The Company issued to the investors (i) 2022 Notes in the aggregate principal amount of $8.48 million for an aggregate purchase price

of $8.0 million and (ii) warrants to purchase 466,788 shares of the Company’s common stock in the aggregate at an exercise price

of $14.17 per share.

The proceeds will go toward working capital purposes subject to certain customary restrictions.

See, “ Liquidity

and Capital Resources ” for a detailed description of the 2021 Notes.

The first funding of $4.0 million occurred on July 1, 2022 and the second funding of $4.0 million occurred on August

Pursuant to the 2022 Notes, shares of Company common stock were issued to these investors in satisfaction of principal and interest

The conversion price of the 2022 Notes (and exercise price of the related warrants) was subsequently reset lower such that

a greater amount of principal on the 2022 Notes could be extinguished for shares.

The proceeds are being used for working capital purposes

subject to certain customary restrictions.

See, “ Liquidity and Capital Resources ” for a detailed description of the

On October 19, 2022, we issued

14,243 shares of common stock to Dr.

Lynn Kirkpatrick and 31,819 shares of Company common stock to Dr.

Bob Gower (collectively, the

“K&G Shares”).

The K&G Shares were issued in satisfaction (reimbursement) of an obligation to a third-party vendor

previously incurred by the Company that was paid by Drs.

Kirkpatrick and Gower.

The reimbursement replaced registered but restricted shares

on a one-for-one basis with unregistered and restricted shares.

The aggregate market value of the K&G Shares on the transfer date

was $191,618.

The transaction involved the receipt by two insiders of unregistered and restricted shares of common stock

None of the foregoing transactions

involved any underwriters, underwriting discounts or commissions, or any public offering.

Unless otherwise set forth above, we believe

each of these transactions was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act

(and Regulation D promulgated thereunder) as transactions by an issuer not involving any public offering or Rule 701 promulgated under

Section 3(b) of the Securities Act as transactions by an issuer under benefit plans and contracts relating to compensation as provided

under Rule 701.

The recipients of the securities in each of these transactions represented their intentions to acquire the securities

for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed

on the share certificates issued in these transactions.

All recipients had adequate access, through their relationships with us, to information

The sales of these securities were made without any general solicitation or advertising.

of Equity Securities by the Issuer and Affiliated Purchasers

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity