Ensysce Biosciences (ENSC) Registration Filing summary

Risk factors and disclosures

• Ongoing substantial losses and negative cash flows have created substantial doubt about the ability to continue as a going concern, with current cash sufficient only into Q3 2025.

• Additional capital will be needed after this offering; failure to secure funding could force asset sales, acquisition, or bankruptcy.

• Delisting from Nasdaq remains a risk, which could severely impact liquidity and access to capital.

• Significant volatility in stock price and trading volume has occurred and may continue, influenced by market and company-specific factors.

• Future dilution is likely due to additional equity offerings or warrant exercises.

Offering details and pricing

• Registration covers up to 652,439 shares of common stock underlying Series A-5, Series A-6, and Placement Agent Warrants.

• Series A-5 and A-6 Warrants are exercisable at $3.24 per share; Placement Agent Warrants at $4.3625 per share.

• Shares may be sold by selling securityholders at prevailing market or negotiated prices; company receives proceeds only if warrants are exercised for cash.

• As of April 11, 2025, 1,644,728 shares of common stock were outstanding; last reported sale price was $2.03 per share.

Use of proceeds and capital allocation

• Proceeds from warrant exercises, if any, will be used for working capital and general corporate purposes.

• No assurance that any warrants will be exercised; company will not receive proceeds from secondary sales by selling securityholders.