On December 7, 2022 Ensysce Biosciences, Inc. ("Ensysce" or the "Company") (NASDAQ: ENSC),(OTC PINK: ENSCW), a clinical-stage biotech company applying transformative chemistry to improve prescription drug safety to reduce abuse and overdose, reported that the pricing of an underwritten public offering of 2,900,000 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to an aggregate of 5,800,000 shares of common stock at a combined effective public offering price of $1.40 per share of common stock (or pre-funded warrant) and accompanying warrants (Press release, Ensysce Biosciences, DEC 7, 2022, View Source [SID1234624886]). Each warrant is exercisable immediately at an exercise price of $1.40 per share and will expire five years following the date of issuance. The Company expects to receive aggregate gross proceeds of approximately $4.1 million from the offering. The offering is expected to close on or about December 9, 2022, subject to satisfaction of customary closing conditions.

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Lake Street Capital Markets, LLC is acting as the sole underwriter for the offering.

The Company has also granted the underwriter a 45-day option to purchase up to an additional 342,000 shares of common stock and/or warrants to purchase up to an additional 870,000 shares of common stock at the public offering price, less the underwriting discounts and commission, to cover over-allotments, if any.

20% of the gross proceeds of the offering will be used to repay a portion of the Company’s outstanding convertible notes. The Company intends to use the remaining net proceeds from the offering for the further clinical development of its product candidates and for working capital and other general corporate purposes.

A registration statement on Form S-1 (File No. 333-268038) relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on December 6, 2022. This offering is being made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to and describing the terms of the offering has been filed with the SEC. Electronic copies of the preliminary prospectus and, when available, copies of the final prospectus relating to the offering may be obtained for free by visiting the SEC’s website at www.sec.gov or by contacting Lake Street Capital Markets, LLC, Attention: Syndicate Department, 920 Second Avenue South, Suite 700, Minneapolis, Minnesota 55402, or by calling (612) 326-1305, or by emailing [email protected].

This 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 other 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 other jurisdiction.