| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ensysce Biosciences, Inc. [ LACQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants(1) | $11.5 | 06/30/2021 | A(1) | 1,637,390 | 07/30/2021 | 06/30/2026 | Common Stock | 1,637,390 | $1 | 1,637,390 | I | MLCP GLL Funding LLC(2) | |||
| Warrants(3) | $11.5 | 06/30/2021 | A(3) | 367,107 | 07/30/2021 | 06/30/2026 | Common Stock | 367,107 | $1 | 2,004,497 | I | MLCP GLL Funding LLC(2) | |||
| Warrants(4) | $11.5 | 06/30/2021 | D(4) | 250,000 | 07/30/2021 | 06/30/2026 | Common Stock | 250,000 | $0 | 1,754,497 | I | MLCP GLL Funding LLC(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. Reflects warrants surrendered to the Issuer in connection with the Issuer's business combination pursuant to a warrant surrender agreement, for no consideration. |
| /s/ Daniel Silvers | 07/01/2021 | |
| /s/ Daniel B. Silvers, Managing Member of Matthews Lane Capital Partners LLC, the manager of MLCP GLL Funding LLC | 07/01/2021 | |
| /s/ Daniel B. Silvers, Managing Member of Matthews Lane Capital Partners LLC | 07/01/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||