Sec Form 13D Filing - Silvers Daniel B. filing for Ensysce Biosciences Inc. (ENSC) - 2021-07-06

This Schedule 13D relates to the shares of common stock, $0.0001 par value per share (“Common Stock”), of Ensysce Biosciences, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at7946 Ivanhoe Avenue, Suite 201

La Jolla, California 92037.

The Reporting Persons acquired beneficial ownership of the shares of the Common Stock in the transactions and at the prices described in Item 5(c).

The Reporting Persons acquired the shares of Common Stock set forth in Item 5(c) and hold their shares of Common Stock for investment purposes.

The Issuer was a blank check company incorporated on September 11, 2017 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”).

The Issuer (which was formerly named Leisure Acquisition Corp. prior to completion of the Business Combination) completed a Business Combination with Ensysce Biosciences Inc. on June 30, 2021, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Issuer, Ensysce Biosciences, Inc., and EB Merger Sub, Inc., a wholly owned subsidiary of the Issuer.

The 1,128,370 shares of Common Stock owned by the Reporting Persons were acquired on September 11, 2017 as part of an issuance of an aggregate of 7,187,500 shares of common stock to the Issuer’s initial stockholders for an aggregate purchase price of $25,000, net of shares issued to MLCP Funding and other initial shareholders that were cancelled in connection with the Issuer’s initial public offering.

On December 5, 2017, the Issuer consummated its initial public offering. Simultaneously with the closing of the initial public offering, the Issuer consummated a private placement of 6,825,000 private placement warrants at a price of $1.00 per warrant, including 1,637,390 private placement warrants issued to MLCP Funding. On June 7, 2021, the private placement warrants were exchanged for warrants having the same terms, except that they are non-transferable other than to permitted transferees. Pursuant to the terms of the issuance, the private placement warrants were not eligible to become exercisable unless the Issuer consummated its Business Combination, which occurred on June 30, 2021, The warrants will be exercisable commencing July 30, 2021.

In addition, MLCP Funding acquired an aggregate of 243,117 private warrants in June 2020 and 123,990 private warrants on June 30, 2021, at a price of $1.00 per warrant, upon the conversion of promissory notes of the Issuer reflecting amounts loaned to the Issuer pursuant to the Issuer’s expense advancement agreement, which were convertible into warrants at the holder’s option. These private warrants are on the same terms as the warrants into which the private placement warrants were exchanged.

On June 30, 2021, MLCP Funding surrendered 250,000 warrants to the Issuer in connection with the Business Combination pursuant to a warrant surrender agreement, for no consideration.

Each Reporting Person expects to continuously review such person’s investment in the Issuer and, depending on various factors including but not limited to, the price of the shares of Common Stock, the terms and conditions of the transaction, prevailing market conditions and such other considerations as such Reporting Person deems relevant, may at any time or from time to time, may make decisions as to its investment, including and subject to any required regulatory approvals, acquiring additional shares of Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock from time to time on the open market, in privately-negotiated transactions, directly from the Issuer, or upon the exercise or conversion of the warrants held by it or other securities convertible into or exercisable or exchangeable for Common Stock.

Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements dispose or distribute some or all of its Common Stock, warrants or such other securities as it owns or may subsequently acquire depending on various factors, including but not limited to, the price of the shares, the terms and conditions of the transaction and prevailing market conditions, as well as the liquidity and diversification objectives.

Consistent with their investment intent, each Reporting Person may from time to time discuss with the Issuer’s management, directors, other shareholders and others, the Issuer’s performance, business, strategic direction, capital structure, product development program, prospects and management, as well as various ways of maximizing stockholder value, which may or may not include extraordinary transactions. In connection therewith, Mr. Silvers may enter into a consulting agreement with the Issuer.

Except as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plans or proposals that relates or would result in any of the transactions or other matters specified in clauses (a) though (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto.

Registration Rights and Lock-up

On December 1, 2017, in connection with the Issuer’s initial public offering, the Issuer entered into a Registration Rights Agreement, which grants certain demanded and “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination and rights to require the Issuer to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the Registration Rights Agreement provides that the Issuer will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period which is provided for in in a letter agreement dated December 1, 2017, which occurs in the case of the shares issued to the Issuer’s initial stockholders, one year after the completion of the Business Combination or earlier under certain circumstances.

This summary is qualified in its entirety by reference to the full text of the Registration Rights Agreement and letter agreement, as amended, copies of which were filed by the Issuer as Exhibit 10.2 filed with the Issuer’s Current Report on Form 8-K on December 5, 2017, Exhibit 10.6 filed with the Issuer’s Current Report on Form 8-K on December 5, 2017 and Exhibit 10.6(b) filed with the Issuer’s Annual Report on Form 10-K on March 10, 2020

Warrant Agreement

Pursuant to the Warrant Agreement under which the Issuer issued warrants as part of its initial public offering, the Isusuer has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Issuer will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants issued pursuant to the Warrant Agreement. The same obligation applies to the private warrants purusant to the terms of the private warrans issued by the Issuer.

This summary is qualified in its entirety by reference to the full text of the Warrant Agreement, dated December 1, 2017, between the Company and Continental Stock Transfer & Trust Company filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on December 5, 2017.

Exhibit 1 Joint Filing Agreement

Exhibit 2 Registration Rights Agreement, dated December 1, 2017, among the Issuer and certain security holders (incorporated by reference to Exhibit 10.2 filed with the Issuer’s Current Report on Form 8-K on December 5, 2017).

Exhibit 3 Letter Agreement, dated December 1, 2017, among the Issuer, its officers, directors and security holders (incorporated by reference to Exhibit 10.6 filed with the Issuer’s Current Report on Form 8-K on December 5, 2017), as amended by Amendment to Letter Agreement, dated December 5, 2019 (incorporated by reference to Exhibit 10.6(b) filed with the Issuer’s Annual Report on Form 10-K on March 10, 2020).  

Exhibit 4 Warrant Agreement, dated December 1, 2017, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 filed with the Company’s Current Report on Form 8-K on December 5, 2017).