ENSCW · Ensysce Biosciences, Inc.

Ensysce Biosciences executed the closing of a $2 million tranche under its November 2025 Securities Purchase Agreement with 3i, LP, marking the second draw from a potential $20 million commitment over 24 months. This financing provides critical non-dilutive capital at closing, with the 2,000 shares of Series B Preferred Stock carrying a $1,200 stated value—recently amended upward from $1,100—convertible into up to 4,363,636 common shares at $0.55, a price adjusted downward from prior levels due to the certificate's provisions. The deal includes substantial warrant coverage at 200% of the hypothetical underlying shares, split evenly between 18-month and 5-year terms, both exercisable immediately at the same $0.55 strike with full-ratchet anti-dilution protection that adjusts downward on lower-priced issuances. This creates potential overhang from ~8.7 million warrant shares plus advisor warrants, though capped by a 4.99%/9.99% beneficial ownership limit. Purchaser protections include a lockout on variable rate transactions and new issuances below thresholds while holding significant Preferred, signaling disciplined capital raise terms. Net proceeds of ~$1.9 million bolster runway for TAAP and MPAR analgesic programs, as highlighted in the April 7 press release, underscoring investor confidence amid clinical development. The unregistered offering relies on accredited investor status and Rule 506(b), with prompt resale registration planned to enhance liquidity.