Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 2 of 13 |
1 |
NAMES OF REPORTING PERSONS
Lincoln Park Capital Fund, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,501,055 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,501,055 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,055 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%* |
12 |
TYPE OF REPORTING PERSON
OO |
* Reporting
person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the
contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own,
when combined with the 1,488,096 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of
shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,501,055
shares, which is 9.99% of the 15,025,584 shares that were outstanding on that date (as reported
in the Issuer’s prospectus supplement filed on February 6, 2023).
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 3 of 13 |
1 |
NAMES OF REPORTING PERSONS
Lincoln Park Capital, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,501,055 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,501,055 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,055 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%* |
12 |
TYPE OF REPORTING PERSON
OO |
* Reporting
person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the
contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own,
when combined with the 1,488,096 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of
shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,501,055
shares, which is 9.99% of the 15,025,584 shares that were outstanding on that date (as reported
in the Issuer’s prospectus supplement filed on February 6, 2023).
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 4 of 13 |
1 |
NAMES OF REPORTING PERSONS
Rockledge Capital Corporation |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,501,055 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,501,055 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,055 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%* |
12 |
TYPE OF REPORTING PERSON
OO |
* Reporting
person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the
contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own,
when combined with the 1,488,096 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of
shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,501,055
shares, which is 9.99% of the 15,025,584 shares that were outstanding on that date (as reported
in the Issuer’s prospectus supplement filed on February 6, 2023).
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 5 of 13 |
1 |
NAMES OF REPORTING PERSONS
Joshua B. Scheinfeld |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,501,055 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,501,055 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,055 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%* |
12 |
TYPE OF REPORTING PERSON
IN |
* Reporting
person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the
contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own,
when combined with the 1,488,096 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of
shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,501,055
shares, which is 9.99% of the 15,025,584 shares that were outstanding on that date (as reported
in the Issuer’s prospectus supplement filed on February 6, 2023).
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 6 of 13 |
1 |
NAMES OF REPORTING PERSONS
Alex Noah Investors, Inc. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,501,055 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,501,055 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,055 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%* |
12 |
TYPE OF REPORTING PERSON
CO |
* Reporting
person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the
contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own,
when combined with the 1,488,096 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of
shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,501,055
shares, which is 9.99% of the 15,025,584 shares that were outstanding on that date (as reported
in the Issuer’s prospectus supplement filed on February 6, 2023).
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 7 of 13 |
1 |
NAMES OF REPORTING PERSONS
Jonathan I. Cope |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
1,501,055 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,501,055 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,055 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%* |
12 |
TYPE OF REPORTING PERSON
IN |
* Reporting
person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the
contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own,
when combined with the 1,488,096 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of
shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,501,055
shares, which is 9.99% of the 15,025,584 shares that were outstanding on that date (as reported
in the Issuer’s prospectus supplement filed on February 6, 2023).
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 8 of 13 |
Item 1. |
|
|
|
|
(a) |
Name of Issuer: |
|
|
|
|
|
Ensysce Biosciences, Inc., a Delaware corporation
(“Issuer”) |
|
|
|
|
(b) |
Address of Issuer’s Principal Executive
Offices: |
|
|
|
|
|
7946 Ivanhoe Avenue, Suite 201 |
|
|
La Jolla, California |
|
|
|
Item 2. |
|
|
|
|
(a) |
Name of Person Filing: |
|
|
|
|
|
Lincoln Park Capital Fund, LLC (“LPC Fund”) |
|
|
Lincoln Park Capital, LLC (“LPC”) |
|
|
Rockledge Capital Corporation (“RCC”) |
|
|
Joshua B. Scheinfeld (“Mr. Scheinfeld”) |
|
|
Alex Noah Investors, Inc. (“Alex Noah”) |
|
|
Jonathan I. Cope (“Mr. Cope”
and, collectively with LPC Fund, LPC, RCC, Mr. Scheinfeld and Alex Noah, the “Reporting Persons”) |
|
|
|
|
(b) |
Address of Principal Business Office,
or if None, Residence: |
|
|
|
|
|
The address of the principal business office of each of the Reporting Persons is: |
|
|
440 North Wells, Suite 410 |
|
|
Chicago, Illinois 60654 |
|
|
|
|
(c) |
Citizenship: |
|
|
|
|
|
LPC Fund is an Illinois limited liability company |
|
|
LPC is an Illinois limited liability company |
|
|
RCC is a Texas corporation |
|
|
Mr. Scheinfeld is a United States citizen |
|
|
Alex Noah is an Illinois corporation |
|
|
Mr. Cope is a United States citizen |
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 9 of 13 |
|
(d) |
Title of Class of Securities: |
|
|
|
|
|
Common Stock, par value $0.0001 per share
(“Common Stock”) |
|
|
|
|
(e) |
CUSIP Number: |
|
|
|
|
|
293602207 |
Item 3.
If this statement is filed pursuant to §§240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |
¨ |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
(b) |
¨ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) |
¨ |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d) |
¨ |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
(e) |
¨ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240. 13d-1(b)(1)(ii)(F); |
(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) |
¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
(k) |
¨ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
|
|
|
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ______________________ |
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 10 of 13 |
Reporting person | |
Amount
beneficially
owned1: | |
Percent
of
class: | |
Sole
power
to vote or
direct
the vote: | |
Shared power to vote or to direct the vote: | |
Sole
power to dispose or to
direct the
disposition of: | |
Shared
power
to dispose or to
direct the
disposition of: |
Lincoln Park Capital Fund, LLC | |
1,501,055 | |
9.99% | |
0 | |
1,501,055 | |
0 | |
1,501,055 |
Lincoln Park Capital, LLC | |
1,501,055 | |
9.99% | |
0 | |
1,501,055 | |
0 | |
1,501,055 |
Rockledge Capital Corporation | |
1,501,055 | |
9.99% | |
0 | |
1,501,055 | |
0 | |
1,501,055 |
Joshua B. Scheinfeld | |
1,501,055 | |
9.99% | |
0 | |
1,501,055 | |
0 | |
1,501,055 |
Alex Noah Investors, Inc. | |
1,501,055 | |
9.99% | |
0 | |
1,501,055 | |
0 | |
1,501,055 |
Jonathan I. Cope | |
1,501,055 | |
9.99% | |
0 | |
1,501,055 | |
0 | |
1,501,055 |
| 1 | Represents 1,488,096 shares of
Common Stock purchased by LPC Fund directly from the Issuer in a registered direct offering of Common Stock on February 2, 2023 (the
“Registered Direct Offering”) and a warrant to purchase 1,488,096 shares of Common Stock (the “Warrant”)
purchased by LPC Fund directly from the Issuer in a concurrent private placement (the “Private Placement”). The Warrant,
however, contains a 9.99% contractual cap on the amount of outstanding shares of the Issuer’s common stock that LPC Fund may own
upon exercise of such Warrant. Therefore, the number of shares of the Issuer’s common stock beneficially owned by LPC Fund under
the Warrant as of the date of this filing was 12,959 shares, which, when combined with the 1,488,096 shares of Common Stock presently
owned, is 9.99% of the 15,025,584 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement
filed on February 6, 2023). The shares outstanding includes the 1,488,096 shares of Common Stock of the Issuer owned directly by LPC
Fund, but does not include any shares issuable upon exercise of the Warrant issued to LPC Fund or any other investor in the Private Placement. |
As of February 2, 2023, LPC
Fund beneficially owned, directly, 1,488,096 shares of Common Stock, purchased by LPC Fund directly from the Issuer in the Registered
Direct Offering and 12,959 shares currently exercisable under the Warrant purchased directly from the Issuer in the Private Placement.
The Warrant amount is subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise
of any Warrants to the extent such issuance would cause the holder’s beneficial ownership of Common Stock to exceed 9.99% of the
outstanding Common Stock.
LPC is the Managing Member
of LPC Fund. RCC and Alex Noah are the Managing Members of LPC. Mr. Scheinfeld is the president and sole shareholder of RCC, as well as
a principal of LPC. Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing,
Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly
by LPC Fund.
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 11 of 13 |
Pursuant to Section 13(d)
of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner
of the shares of Common Stock of the Issuer beneficially owned directly by LPC Fund.
The foregoing should not be
construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another
Reporting Person. Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership
of the shares of Common Stock of the Issuer held directly by LPC Fund.
| Item 5. | Ownership of Five Percent or
Less of a Class. |
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following ¨.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another
Person. |
Not applicable.
| Item 7. | Identification and Classification of Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 12 of 13 |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2023
LINCOLN PARK CAPITAL FUND, LLC |
|
LINCOLN PARK CAPITAL, LLC |
|
|
|
BY: |
LINCOLN PARK CAPITAL, LLC |
|
BY: |
ROCKLEDGE CAPITAL CORPORATION |
|
|
|
BY: |
ROCKLEDGE CAPITAL CORPORATION |
|
|
|
|
|
|
|
|
|
By: |
/s/ Joshua B. Scheinfeld |
|
By: |
/s/ Joshua B. Scheinfeld |
|
Name: |
Joshua B. Scheinfeld |
|
|
Name: |
Joshua B. Scheinfeld |
|
Title: |
President |
|
|
Title: |
President |
|
|
|
LINCOLN PARK CAPITAL FUND, LLC |
|
LINCOLN PARK CAPITAL, LLC |
|
|
|
BY: |
LINCOLN PARK CAPITAL, LLC |
|
BY: |
ALEX NOAH INVESTORS, INC. |
|
|
|
BY: |
ALEX NOAH INVESTORS, INC. |
|
|
|
|
|
|
|
|
|
By: |
/s/ Jonathan I. Cope |
|
By: |
/s/ Jonathan I. Cope |
|
Name: |
Jonathan I. Cope |
|
|
Name: |
Jonathan I. Cope |
|
Title: |
President |
|
|
Title: |
President |
|
|
|
ROCKLEDGE CAPITAL CORPORATION |
|
ALEX NOAH INVESTORS, INC. |
|
|
|
|
|
|
By: |
/s/ Joshua B. Scheinfeld |
|
By: |
/s/ Jonathan I. Cope |
|
Name: |
Joshua B. Scheinfeld |
|
|
Name: |
Jonathan I. Cope |
|
Title: |
President |
|
|
Title: |
President |
|
|
|
JOSHUA B. SCHEINFELD |
|
JONATHAN I. COPE |
|
|
|
|
|
|
By: |
/s/ Joshua B. Scheinfeld |
|
By: |
/s/ Jonathan I. Cope |
|
Name: |
Joshua B. Scheinfeld |
|
|
Name: |
Jonathan I. Cope |
|
Title: |
President |
|
|
Title: |
President |
SCHEDULE 13G
CUSIP NO. 293602207 |
Page 13 of 13 |
LIST OF EXHIBITS
Exhibit No. |
Description |
|
|
1 |
Joint Filing Agreement |