Ensysce Biosciences, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On August 28, 2024, in a private placement held concurrently with (i) a registered offering and (ii) an inducement offering to certain warrant holders for the exercise of outstanding warrants, pursuant to the terms of an inducement agreement and a Securities Purchase Agreement, the Company agreed to issue and sell unregistered warrants to purchase up to 28,716,900 shares of common stock. The warrants have an exercise price of $0.47 per share and are exercisable from the date on which stockholder approval is received with respect to the issuance of the shares of common stock issuable upon exercise of the warrants. One half of the warrants will expire eighteen months after they are exercisable and the other half will expire five years after they are exercisable. The warrants contain customary anti-dilution adjustments to the exercise price, including for share splits, share dividends, rights offering and pro rata distributions. The Company agreed to pay H.C. Wainwright & Co., LLC, the exclusive placement agent for the aforementioned transactions (“Wainwright”), a cash fee equal to 7% of the aggregate gross proceeds of the offerings or $354,000. The Company also agreed to pay the placement agent $100,950 for expenses. The Company also issued to the placement agent warrants to purchase up to 752,969 shares of common stock. These warrants have an exercise price equal to $0.5875 per share and are exercisable for five years from the commencement of sales in the Offerings. The unregistered warrants to purchase up to 28,716,900 shares of common stock were sold to the institutional investors identified in the Company’s Registration Statement on Form S-3 (333-282563) and the unregistered placement agent warrants to purchase up to 752,969 shares of common stock were issued to the affiliates of Wainwright identified in the same Registration Statement. The shares of common stock issued upon exercise of the unregistered warrants and unregistered placement agent warrants were registered in that Registration Statement Item 3. Defaults Upon Senior Securities. Not applicable. Item 4. Mine Safety Disclosures. Not applicable.