Ensysce Biosciences, Inc. Announces Closing of Exercise of Warrants for $2.2 Million Gross Proceeds

Rhea-AI Summary

Ensysce Biosciences (NASDAQ:ENSC) has announced the closing of warrant exercises generating $2.2 million in gross proceeds. The transaction involved the exercise of warrants to purchase 630,376 shares at $3.24 per share, originally issued in March 2025.

In exchange for the warrant exercise and an additional $0.125 per new warrant, the company issued new unregistered warrants for up to 1,260,752 shares at an exercise price of $1.90. Half of these new warrants have an 18-month term, while the remainder have a 5-year term.

The net proceeds will support the continued development of TAAP™ and MPAR® programs and working capital. H.C. Wainwright & Co. served as the exclusive placement agent for the offering.

Positive

• Secured $2.2 million in additional funding through warrant exercise
• New warrants issued at $1.90 represent potential for additional future capital

Negative

• New warrants issued at $1.90 represent 42% discount to previous $3.24 warrant price
• Potential future dilution from 1,260,752 new warrant shares
• Additional shares will need registration with SEC before they can be traded

Insights

Financial Analyst

Ensysce secured $2.2M through warrant exercises while issuing new warrants at lower strike prices, funding continued development of pain management technologies.

Ensysce Biosciences has secured $2.2 million in gross funding through the exercise of 630,376 warrants originally issued in March 2025 at $3.24 per share. This transaction provides essential capital for this clinical-stage pharmaceutical company developing innovations for severe pain management with reduced potential for opioid abuse.

The financing structure is particularly noteworthy. In exchange for exercising existing warrants and contributing an additional $0.125 per new warrant (generating an additional $157,594), warrant holders received new unregistered warrants totaling 1,260,752 shares with an exercise price of $1.90 per share - significantly below the current share price of $3.66. These new warrants are split between 18-month and 5-year terms.

The company has specifically allocated these funds for continued development of its proprietary TAAP™ (Trypsin-Activated Abuse Protection) and MPAR® (Multi-Pill Abuse Resistance) programs - technologies addressing the critical market need for effective pain management with reduced abuse potential.

This transaction successfully secures immediate capital while creating potential for additional future funding through the new warrants. The company's ability to attract this financing demonstrates investor interest in their approach to addressing the opioid crisis through technological innovation. H.C. Wainwright & Co. served as the exclusive placement agent, though specific fees reducing the net proceeds were not disclosed.

SAN DIEGO, CA / ACCESS Newswire / April 24, 2025 / Ensysce Biosciences, Inc. (NASDAQ:ENSC) (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 the closing of its previously announced exercise of certain outstanding warrants to purchase up to an aggregate of 630,376 shares of common stock of the Company originally issued in March 2025, having an exercise price of $3.24 per share. The shares of common stock issued upon exercise of the warrants are registered pursuant to an effective registration statement on Form S-3 (No. 333-286580). The gross proceeds to the Company from the exercise of the warrants were approximately $2.2 million, prior to deducting placement agent fees and estimated offering expenses.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

In consideration for the exercise of the warrants for cash and the payment of an additional $0.125 per new unregistered warrant (additional $157,594.00 in the aggregate, which are included in the gross proceeds to the Company), the Company issued new unregistered warrants to purchase shares of common stock. The new warrants are exercisable for an aggregate of up to 1,260,752 shares of common stock, at an exercise price of $1.90 per share and are immediately exercisable. 630,376 of the new warrants have a term of eighteen months from the issuance date, and 630,376 of the new warrants have a term of five years from the issuance date.

The Company currently intends to use the net proceeds from the offering for continued development of its TAAP^TM and MPAR® programs and for working capital.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act") and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy 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.

About Ensysce Biosciences, Inc.

Ensysce 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 (TAAP^TM) 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.

Forward-Looking Statements

This 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 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.

Investor Contact

Ensysce Biosciences Company Contact:
Lynn Kirkpatrick, Ph.D.
Chief Executive Officer
(858) 263-4196

Ensysce Biosciences Investor Relations Contact:
MZ Group North America
Shannon Devine
203-741-8811
ENSC@mzgroup.us

SOURCE: Ensysce Biosciences

View the original press release on ACCESS Newswire

FAQ

How much did Ensysce Biosciences (ENSC) raise through the warrant exercise in April 2024?

Ensysce Biosciences raised $2.2 million in gross proceeds through the exercise of warrants at $3.24 per share.

What are the terms of ENSC's newly issued unregistered warrants?

The new warrants allow purchase of 1,260,752 shares at $1.90 per share, with half having an 18-month term and half having a 5-year term.

How will ENSC use the proceeds from the warrant exercise?

The proceeds will be used for continued development of TAAP™ and MPAR® programs and for working capital.

What was the exercise price of ENSC's original warrants issued in March 2025?

The original warrants had an exercise price of $3.24 per share.