Full Press Release Details
Biosciences, Inc. Announces $1.1 Million Registered Direct
Priced At-The-Market Under Nasdaq Rules
DIEGO, CA / ACCESSWIRE / March 31, 2025 / Ensysce Biosciences, Inc. (NASDAQ: ENSC) ("Ensysce" or the "Company"),
a clinical-stage pharmaceutical company developing innovative solutions for severe pain relief while reducing the potential for opioid
abuse and overdose, today announced that it has entered into definitive agreements, providing the Company with an aggregate gross proceeds
of approximately $1.1 million, for the issuance and sale of an aggregate of 315,188 of its shares of common stock (or common stock equivalents
in lieu thereof) at a purchase price of $3.49 per share (or common stock equivalent in lieu thereof) in a registered direct offering
priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company has also agreed to issue and sell unregistered
Series A-5 warrants to purchase up to an aggregate of 315,188 shares of common stock and unregistered Series A-6 warrants to purchase
up to an aggregate of 315,188 shares of common stock. The Series A-5 warrants and the Series A-6 warrants will have an exercise price
of $3.24 per share and will be exercisable immediately upon issuance. The Series A-5 warrants will have a term of eighteen months from
the date of issuance and the Series A-6 warrants will have a term of five years from the date of issuance. The offering is expected to
close on or about March 31, 2025, subject to the satisfaction of customary closing conditions.
Wainwright & Co. is acting as the exclusive placement agent for the offering.
gross proceeds to the Company from the offering are expected to be approximately $1.1 million, before deducting the placement agent's
fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering for
continued development of its TAAPTM and MPAR programs and for working capital.
securities offered in the registered direct offering (but excluding the unregistered warrants offered in the concurrent private placement
and the shares of common stock underlying such unregistered warrants) are being offered and sold by the Company pursuant to a "shelf"
registration statement on Form S-3 (Registration No. 333-269157), including a base prospectus, previously filed with the Securities and
Exchange Commission (SEC) on January 9, 2023 and declared effective by the SEC on January 17, 2023. The offering of the securities to
be issued in the registered direct offering are being made only by means of a prospectus supplement that forms a part of the registration
statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed
with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus
supplement and accompanying base prospectus may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430
Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
offer and sale of the unregistered warrants described above are being made in a transaction not involving a public offering and have
not been registered under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506(b)
of Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants, have not been
registered under the Securities Act or applicable state securities laws. Accordingly, the unregistered warrants and underlying shares
of common stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act and such applicable state securities laws.
press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or jurisdiction.
Ensysce Biosciences, Inc.
Biosciences is a clinical-stage company with a goal of disrupting the analgesic landscape by introducing a new class of highly novel
opioids for the treatment of severe pain. Leveraging its Trypsin-Activated Abuse Protection (TAAPTM) and Multi-Pill Abuse
Resistance (MPAR ) platforms, the Company is developing unique, tamper-proof treatment options for pain that minimize the risk of
both drug abuse and overdose. Ensysce's products are anticipated to provide safer options to treat patients suffering from severe
pain and assist in preventing deaths caused by medication abuse. For more information, please visit www.ensysce.com.
release includes "forward-looking statements," including statements relating to the registered direct offering, the concurrent
private placement and the use of proceeds therefrom. Such forward-looking statements are subject to a number of risks and uncertainties,
many of which are not under the Company's control, such as market and other conditions. All statements, except for statements of
historical fact, made in this release regarding activities, events or developments the Company expects, believes or anticipates will
or may occur in the future, such as statements regarding the consummation of the offering, the satisfaction of closing conditions and
the use of proceeds from the offering, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934. All forward-looking statements speak only as of the date of this release. Although the Company
believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there
is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially
differ from what is expressed, implied or forecasted in such statements. Except as required by law, the Company expressly disclaims any
obligation to and does not intend to publicly update or revise any forward-looking statements. The Company cautions you that these forward-looking
statements are inherently subject to certain risks and uncertainties, most of which are difficult to predict and many of which are beyond
the Company's control. These risks include the risks described under the heading "Item 1A. Risk Factors" in the Company's
Annual Report on Form 10-K for the year ended December 31, 2024.
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