What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-15 compared with 2023-03-30 · 21 added, 55 removed, 30 unchanged (72% 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 27, 2023, was $0.54 and

$0.02, respectively.

closing price of our common stock and Public Warrants on March 8, 2024, was $0.7852 and $0.041, respectively.

of March 8, 2024, there were approximately 71 holders of record of our common stock.

9 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

11 unchanged sentences

Sales of Unregistered Securities and Use of Proceeds

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 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

October 23, 2023, we entered into a Securities Purchase Agreement for an aggregate financing of $1.7 million with investors.

issued to the investors (i) 2023 Notes in the aggregate principal amount of $1.8 million for an aggregate purchase price of $1.7 million

and (ii) warrants to purchase 3.8 million shares of the Company’s common stock in the aggregate at an exercise price of $1.5675

The first funding of $0.6 million occurred on October 25, 2023 and the second funding of $1.1 million occurred on November

Pursuant to the 2023 Notes, shares of Company common stock were issued to these investors in satisfaction of principal and

interest payments.

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 2023 Notes.

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 about us.

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

1 unchanged sentence

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