ENSC · Ensysce Biosciences, Inc.

On October 28, 2022, Ensysce Biosciences, Inc. (the "Company"), pursuant to an amendment to the Company's Third Amended and Restated Certificate of Incorporation, effectuated a one-for-twenty reverse stock split of the Company's common stock, par value $0.0001 (the "Common Stock").

On December 9, 2022, Mr. Gower purchased 357,143 warrants to purchase 714,286 shares of Common Stock with an exercise price of $1.40 per share (the "Warrants") in an underwritten offering further described on the Company's Prospectus filed pursuant to Rule 424(b)(4) (File No. 333-268038) filed with the Commission on December 9, 2022. The Warrants are immediately exercisable and may be exercised until five years from the date of issuance.

On October 28, 2022, Ensysce Biosciences, Inc. (the "Company"), pursuant to an amendment to the Company's Third Amended and Restated Certificate of Incorporation, effectuated a one-for-twenty reverse stock split of the Company's common stock, par value $0.0001 (the "Common Stock").

On December 9, 2022, Mr. Gower purchased 357,143 shares of Common Stock at a price of $1.40 per share.

On June 23, 2022, Ms. Rauch was granted an option (the "Stock Option") to purchase 15,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with a per share exercise price of $0.425, under the Amended and Restated 2021 Omnibus Incentive Plan of the Company. The Stock Option vests 1/12th per month over one year.

On June 23, 2022, Mr. Chang was granted an option (the "Stock Option") to purchase 15,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with a per share exercise price of $0.425, under the Amended and Restated 2021 Omnibus Incentive Plan of the Company. The Stock Option vests 1/12th per month over one year.

On June 23, 2022, Mr. Gower was granted an option (the "Stock Option") to purchase 15,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with a per share exercise price of $0.425, under the Amended and Restated 2021 Omnibus Incentive Plan of the Company. The Stock Option vests 1/12th per month over one year.

On June 23, 2022, Mr. Rosebraugh was granted an option (the "Stock Option") to purchase 15,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with a per share exercise price of $0.425, under the Amended and Restated 2021 Omnibus Incentive Plan of the Company. The Stock Option vests 1/12th per month over one year.

On June 23, 2022, Mr. Benton was granted an option (the "Stock Option") to purchase 15,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with a per share exercise price of $0.425, under the Amended and Restated 2021 Omnibus Incentive Plan of the Company. The Stock Option vests 1/12th per month over one year.

On June 23, 2022, Mr. Levin was granted an option (the "Stock Option") to purchase 15,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with a per share exercise price of $0.425, under the Amended and Restated 2021 Omnibus Incentive Plan of the Company. The Stock Option vests 1/12th per month over one year.

On June 23, 2022, Mr. Martin was granted an option (the "Stock Option") to purchase 15,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with a per share exercise price of $0.425, under the Amended and Restated 2021 Omnibus Incentive Plan of the Company. The Stock Option vests 1/12th per month over one year.

On February 17, 2022, Dr. Kirkpatrick was granted an option (the "Stock Option") to purchase 200,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with an exercise price of $1.40. The Stock Option is scheduled to vest over four years with 1/4 vesting upon the one year anniversary of February 17, 2022 and the remainder in equal installments monthly for the thirty-six months thereafter.

On February 17, 2022, Mr. Birkett was granted an option (the "Stock Option") to purchase 50,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with an exercise price of $1.40. The Stock Option is scheduled to vest over four years with 1/4 vesting upon the one year anniversary of February 17, 2022 and the remainder in equal installments monthly for the thirty-six months thereafter.

On February 17, 2022, Dr. Kirkpatrick was granted an option (the "Stock Option") to purchase 200,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with an exercise price of $1.40. The Stock Option is scheduled to vest over four years with 1/4 vesting upon the one year anniversary of February 17, 2022 and the remainder in equal installments monthly for the thirty-six months thereafter. The Form 4 filed February 24, 2022 included this same information for Table II except for the entry under column 9.

On February 17, 2022, Mr. Humphrey was granted an option (the "Stock Option") to purchase 80,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.0001 per share, with an exercise price of $1.40. The Stock Option is scheduled to vest over four years with 1/4 vesting upon the one year anniversary of February 17, 2022 and the remainder in equal installments monthly for the thirty-six months thereafter.

On February 4, 2022, Mr. Gower was granted an option (the "Stock Option") to purchase 20,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.01 per share, with an exercise price of $3.13, under the that certain Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan. The Stock Option is scheduled to vest on the date of the Company's annual stockholder meeting in 2022.

On February 4, 2022, Mr. Humphrey was granted an option (the "Stock Option") to purchase 275,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.01 per share, with an exercise price of $3.13. The Stock Option is scheduled to vest over four years with 1/4 vesting upon the one year anniversary of February 11, 2021 and the remainder in equal installments monthly for the thirty-six months thereafter.

On February 4, 2022, Mr. Levin was granted an option (the "Stock Option") to purchase 20,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.01 per share, with an exercise price of $3.13, under the that certain Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan. The Stock Option is scheduled to vest on the date of the Company's annual stockholder meeting in 2022.

On February 4, 2022, Mr. Rosebraugh was granted an option (the "Stock Option") to purchase 20,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.01 per share, with an exercise price of $3.13, under the that certain Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan. The Stock Option is scheduled to vest on the date of the Company's annual stockholder meeting in 2022.

On February 4, 2022, Ms. Pestano was granted an option (the "Stock Option") to purchase 200,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.01 per share, with an exercise price of $2.48. The Stock Option is scheduled to vest over four years with 1/4 vesting upon the one year anniversary of October 15, 2021 and the remainder in equal installments monthly for the thirty-six months thereafter.

On February 4, 2022, Mr. Chang was granted an option (the "Stock Option") to purchase 20,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.01 per share, with an exercise price of $3.13, under the that certain Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan. The Stock Option is scheduled to vest on the date of the Company's annual stockholder meeting in 2022.

On February 4, 2022, Mr. Benton was granted an option (the "Stock Option") to purchase 20,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.01 per share, with an exercise price of $3.13, under the that certain Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan. The Stock Option is scheduled to vest on the date of the Company's annual stockholder meeting in 2022.

On February 4, 2022, Mr. Martin was granted an option (the "Stock Option") to purchase 20,000 shares of common stock of Ensysce Biosciences, Inc. (the "Company"), par value $0.01 per share, with an exercise price of $3.13, under the that certain Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan. The Stock Option is scheduled to vest on the date of the Company's annual stockholder meeting in 2022.

Pursuant to the Merger Agreement, each option and warrant of Ensysce that was outstanding and unexercised immediately prior to the Effective Time was assumed by the Issuer (each, a "Derivative Security") and represents the right to acquire an adjusted number of shares of Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement.

Reflects warrants of Ensysce Biosciences, Inc., formerly known as Leisure Acquisition Corp. (the "Issuer"), which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering which were later 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, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination which occurred on June 30, 2021. Mr. Silvers served as the Issuer's Chief Executive Officer and Director until the closing of the business combination.

Matthews Lane Capital Partners LLC, a sponsor of the Issuer, is the manager of MLCP GLL Funding LLC, the record holder of the warrants. Mr. Silvers is the managing member of Matthews Lane Capital Partners LLC and disclaims beneficial ownership with respect to the securities except to the extent of his pecuniary interest therein.

On June 30, 2021, pursuant to that certain Agreement and Plan of Merger dated January 31, 2021 (the "Merger Agreement") among Ensysce Biosciences, Inc. (f/k/a Leisure Acquisition Corp.) (the "Issuer"), EB Merger Sub, Inc., a Delaware corporation and wholly-owned, direct subsidiary of the Issuer ("Merger Sub"), and Ensysce Biosciences, Inc., a Delaware corporation ("Ensysce"), Merger Sub merged with and into Ensysce (the "Merger"), with Ensysce surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, each option and warrant of Ensysce that was outstanding and unexercised immediately prior to the Effective Time was assumed by the Issuer (each, a "Derivative Security") and represents the right to acquire an adjusted number of shares of Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement.

On June 30, 2021, pursuant to that certain Agreement and Plan of Merger dated January 31, 2021 (the "Merger Agreement") among Ensysce Biosciences, Inc. (f/k/a Leisure Acquisition Corp.) (the "Issuer"), EB Merger Sub, Inc., a Delaware corporation and wholly-owned, direct subsidiary of the Issuer ("Merger Sub"), and Ensysce Biosciences, Inc., a Delaware corporation ("Ensysce"), Merger Sub merged with and into Ensysce (the "Merger"), with Ensysce surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Ensysce common stock was automatically converted into the right to receive a pro rata portion of 17,334,518 shares of the Issuer's common stock.

Reflects warrants surrendered to the Issuer in connection with the Issuer's business combination pursuant to a warrant surrender agreement, for no consideration.

Mr. Weil is the managing member of Hydra LAC LLC and the sole member of Hydra Management LLC and disclaims beneficial ownership with respect to the securities except to the extent of his pecuniary interest therein.

On June 30, 2021, pursuant to that certain Agreement and Plan of Merger dated January 31, 2021 (the "Merger Agreement") among Ensysce Biosciences, Inc. (f/k/a Leisure Acquisition Corp.) (the "Issuer"), EB Merger Sub, Inc., a Delaware corporation and wholly-owned, direct subsidiary of the Issuer ("Merger Sub"), and Ensysce Biosciences, Inc., a Delaware corporation ("Ensysce"), Merger Sub merged with and into Ensysce (the "Merger"), with Ensysce surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Ensysce common stock was automatically converted into the right to receive a pro rata portion of 17,334,518 shares of the Issuer's common stock.

Reflects warrants of Ensysce Biosciences, Inc., formerly known as Leisure Acquisition Corp. (the "Issuer"), which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering which were later 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, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination which occurred on June 30, 2021. Mr. Peng served as the Issuer's Chief Financial Officer until the closing of the business combination.

The option vests over three years with 1/3 of the total number of shares subject to the option vesting on the first anniversary of the date of grant and 1/36th of the total number of shares subject to the option vesting monthly thereafter, until fully vested on 01/24/2023.

On June 30, 2021, pursuant to that certain Agreement and Plan of Merger dated January 31, 2021 (the "Merger Agreement") among Ensysce Biosciences, Inc. (f/k/a Leisure Acquisition Corp.) (the "Issuer"), EB Merger Sub, Inc., a Delaware corporation and wholly-owned, direct subsidiary of the Issuer ("Merger Sub"), and Ensysce Biosciences, Inc., a Delaware corporation ("Ensysce"), Merger Sub merged with and into Ensysce (the "Merger"), with Ensysce surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, each option and warrant of Ensysce that was outstanding and unexercised immediately prior to the Effective Time was assumed by the Issuer (each, a "Derivative Security") and represents the right to acquire an adjusted number of shares of Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement.

Reflects warrants surrendered to the Issuer in connection with the Issuer's business combination pursuant to a warrant surrender agreement, for no consideration.

Matthews Lane Capital Partners LLC, a sponsor of the Issuer, is the manager of MLCP GLL Funding LLC, the record holder of the warrants. Mr. Silvers is the managing member of Matthews Lane Capital Partners LLC and disclaims beneficial ownership with respect to the securities except to the extent of his pecuniary interest therein.

Reflects warrants acquired 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. The warrants are on the same terms as the warrants described in note (1) above.

Matthews Lane Capital Partners LLC, a sponsor of the Issuer, is the manager of MLCP GLL Funding LLC, the record holder of the warrants. Mr. Silvers is the managing member of Matthews Lane Capital Partners LLC and disclaims beneficial ownership with respect to the securities except to the extent of his pecuniary interest therein.

Reflects warrants acquired at a price of $1.00 per warrant upon the conversion of promissory notes of the Issuer held by Hydra Management LLC reflecting amounts loaned to the Issuer pursuant to the Issuer's expense advancement agreement, which were convertible into warrants at the holder's option. The warrants are on the same terms as the warrants described in note (1) above.

Mr. Weil is the managing member of Hydra LAC LLC and the sole member of Hydra Management LLC and disclaims beneficial ownership with respect to the securities except to the extent of his pecuniary interest therein.

Reflects warrants of Ensysce Biosciences, Inc., formerly known as Leisure Acquisition Corp. (the "Issuer"), which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering which were later 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, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination which occurred on June 30, 2021. Mr. Carrera served as the Issuer's Senior Vice President of Finance and Business Development until the closing of the business combination.

Pursuant to the Merger Agreement, each option and warrant of Ensysce that was outstanding and unexercised immediately prior to the Effective Time was assumed by the Issuer (each, a "Derivative Security") and represents the right to acquire an adjusted number of shares of Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement.

On June 30, 2021, pursuant to that certain Agreement and Plan of Merger dated January 31, 2021 (the "Merger Agreement") among Ensysce Biosciences, Inc. (f/k/a Leisure Acquisition Corp.) (the "Issuer"), EB Merger Sub, Inc., a Delaware corporation and wholly-owned, direct subsidiary of the Issuer ("Merger Sub"), and Ensysce Biosciences, Inc., a Delaware corporation ("Ensysce"), Merger Sub merged with and into Ensysce (the "Merger"), with Ensysce surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Ensysce common stock was automatically converted into the right to receive a pro rata portion of 17,334,518 shares of the Issuer's common stock.

Represents the shares owned jointly with the Reporting Person's wife.

Reflects warrants of Ensysce Biosciences, Inc., formerly known as Leisure Acquisition Corp. (the "Issuer"), which were acquired from the Issuer at a price of $1.00 per warrant (730,110 warrants by Mr. Weil at a cost of $730,110 and 1,000,000 warrants by Hydra LAC LLC (an entity affiliated with Mr. Weil) at a cost of $1,000,000) in a private placement that closed simultaneously with the closing of the Issuer's initial public offering which were later 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, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination which occurred on June 30, 2021. Mr. Weil served as the Issuer's Executive Chairman until the closing of the business combination.

On June 30, 2021, pursuant to that certain Agreement and Plan of Merger dated January 31, 2021 (the "Merger Agreement") among Ensysce Biosciences, Inc. (f/k/a Leisure Acquisition Corp.) (the "Issuer"), EB Merger Sub, Inc., a Delaware corporation and wholly-owned, direct subsidiary of the Issuer ("Merger Sub"), and Ensysce Biosciences, Inc., a Delaware corporation ("Ensysce"), Merger Sub merged with and into Ensysce (the "Merger"), with Ensysce surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, each option and warrant of Ensysce that was outstanding and unexercised immediately prior to the Effective Time was assumed by the Issuer (each, a "Derivative Security") and represents the right to acquire an adjusted number of shares of Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement.

The option vests over three years with 1/3 of the total number of shares subject to the option vesting on the first anniversary of the date of grant and 1/36th of the total number of shares subject to the option vesting monthly thereafter, until fully vested on 08/10/2023.

On June 30, 2021, pursuant to that certain Agreement and Plan of Merger dated January 31, 2021 (the "Merger Agreement") among Ensysce Biosciences, Inc. (f/k/a Leisure Acquisition Corp.) (the "Issuer"), EB Merger Sub, Inc., a Delaware corporation and wholly-owned, direct subsidiary of the Issuer ("Merger Sub"), and Ensysce Biosciences, Inc., a Delaware corporation ("Ensysce"), Merger Sub merged with and into Ensysce (the "Merger"), with Ensysce surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, each option and warrant of Ensysce that was outstanding and unexercised immediately prior to the Effective Time was assumed by the Issuer (each, a "Derivative Security") and represents the right to acquire an adjusted number of shares of Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement.