Ensysce (ENSC) completes private raise with contingent proceeds

Rhea-AI Filing Summary

Ensysce Biosciences, Inc. (ENSC) filed a Form D notice for a Rule 506(b) exempt offering of equity securities totaling $77,200,000, all of which has been sold. Of this amount, $38.6 million is subject to certain contingencies. The offering includes equity and securities issuable upon exercise of options, warrants or similar rights, with the first sale occurring on August 5, 2026. UBS Securities LLC and Cantor Fitzgerald & Co. are listed under sales compensation, and finders' fees of $200,000 are disclosed. Ensysce, a Delaware biotechnology company based in La Jolla, California, declined to disclose its revenue or asset size range.

Filing Explained

This complete Form D does not disclose a share count, per-security pricing, conversion or exercise terms, dilution detail, or use of proceeds, so the offering’s ownership and broader economic effect cannot be established from this notice.

Key Figures

Total Amount Sold: $77,200,000 USD Total Remaining to be Sold: $0 USD Contingent Portion of Amount Sold: $38.6 million +3 more

6 metrics

Total Amount Sold $77,200,000 USD Equity and related securities sold in the exempt offering

Total Remaining to be Sold $0 USD Amount remaining in the reported offering

Contingent Portion of Amount Sold $38.6 million Portion of total amount sold subject to certain contingencies

Finders' Fees $200,000 USD Fees related to locating investors for the offering

Exemption Relied Upon Rule 506(b) Regulation D exemption for the private placement

Date of First Sale 2026-08-05 Initial sale date for securities in this offering

Key Terms

Form D, Rule 506(b), Regulation D exemption, finders' fees, +1 more

5 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Rule 506(b) regulatory

"Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D exemption regulatory

"Certifying that, if the issuer is claiming a Regulation D exemption for the offering"

finders' fees financial

"Provide separately the amounts of sales commissions and finders fees expenses"

A finders' fee is a payment made to a person or firm that introduces two parties who then complete a business deal, such as a sale, investment or loan. Think of the finder as a matchmaker who gets paid for bringing the parties together; for investors this matters because the fee reduces the deal’s net proceeds, can affect returns, and may signal a potential conflict of interest that should be disclosed.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

FAQ

What type of securities is Ensysce Biosciences (ENSC) offering in this Form D filing?

Ensysce Biosciences is offering equity securities and securities to be acquired upon exercise of options or warrants. The offering is conducted under Rule 506(b) of Regulation D as an exempt private placement to eligible investors.

How much has Ensysce Biosciences (ENSC) sold in its exempt securities offering?

Ensysce Biosciences reports a total amount sold of $77,200,000 with $0 remaining to be sold. Of the total sold, $38.6 million is subject to certain contingencies, indicating part of the proceeds depends on specified conditions.

When did Ensysce Biosciences (ENSC) first sell securities under this Form D offering?

The first sale in Ensysce Biosciences’ exempt offering occurred on August 5, 2026. The Form D is marked as a new notice, indicating this is the initial filing for this specific Rule 506(b) private placement.

Which exemptions is Ensysce Biosciences (ENSC) relying on for this capital raise?

Ensysce Biosciences is relying on Rule 506(b) of Regulation D for its exempt offering. This rule permits private placements to accredited investors and limited non-accredited investors without general solicitation, subject to specific disclosure and eligibility conditions.

Who is involved in sales compensation for Ensysce Biosciences (ENSC) in this offering?

The filing lists UBS Securities LLC and Cantor Fitzgerald & Co. under sales compensation. It also discloses $200,000 in finders' fees, indicating compensation paid or payable for assistance in placing the securities with investors.

Did Ensysce Biosciences (ENSC) disclose its revenue or asset size in this Form D?

Ensysce Biosciences selected “Decline to Disclose” for both revenue range and aggregate net asset value. This means the company chose not to provide size metrics while still reporting other offering details such as amount sold and exemptions used.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/20/2026 - 02:14 PM Accepted by SEC EDGAR 08/20/2026 - 02:14 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001716947

Leisure Acquisition Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Ensysce Biosciences, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ensysce Biosciences, Inc.
Street Address 1		Street Address 2
7946 IVANHOE AVE,		SUITE 201
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LA JOLLA	CALIFORNIA	92037	(858) 263-4196

3. Related Persons

Last Name	First Name	Middle Name
Kirkpatrick	D	Lynn
Street Address 1	Street Address 2
7946 Ivanhoe Ave, Suite 201
City	State/Province/Country	ZIP/PostalCode
La Jolla	CALIFORNIA	92037

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gower	Bob
Street Address 1	Street Address 2
7946 Ivanhoe Ave, Suite 201
City	State/Province/Country	ZIP/PostalCode
La Jolla	CALIFORNIA	92037

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chang	William
Street Address 1	Street Address 2
7946 Ivanhoe Ave, Suite 201
City	State/Province/Country	ZIP/PostalCode
La Jolla	CALIFORNIA	92037

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Martin	Steve
Street Address 1	Street Address 2
7946 Ivanhoe Ave, Suite 201
City	State/Province/Country	ZIP/PostalCode
La Jolla	CALIFORNIA	92037

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Levin	Adam
Street Address 1	Street Address 2
7946 Ivanhoe Ave, Suite 201
City	State/Province/Country	ZIP/PostalCode
La Jolla	CALIFORNIA	92037

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Humphrey	David
Street Address 1	Street Address 2
7946 Ivanhoe Ave, Suite 201
City	State/Province/Country	ZIP/PostalCode
La Jolla	CALIFORNIA	92037

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Morrison	James
Street Address 1	Street Address 2
7946 Ivanhoe Ave, Suite 201
City	State/Province/Country	ZIP/PostalCode
La Jolla	CALIFORNIA	92037

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	X Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-08-05				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
UBS Securities LLC	000007654
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
11 Madison Avenue
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10010
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number None
Cantor Fitzgerald & Co.	000000134
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
110 East 59th Street, 4th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10010
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$77,200,000	USD	or Indefinite
Total Amount Sold	$77,200,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Of Total Amount Sold, $38.6 million is subject to certain contingencies

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

44

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$1,289,946	USD	Estimate
Finders' Fees	$200,000	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Ensysce Biosciences, Inc.	/s/ Lynn Kirkpatrick	Dr. Lynn Kirkpatrick	CEO	2026-08-20

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.