Sec Form 13D Filing - Silvers Daniel B. filing for ENSYSCE BIOSCIENCES INC PA (ENSC) - 2021-10-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Ensysce Biosciences, Inc.

 

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

 

(Title of Class of Securities)

 

293602 108

(CUSIP Number)

 

Daniel B. Silvers

Matthew Lane Capital Partners LLC

MLCP GLL Funding LLC

250 West 57th Street Suite 415

New York, NY 10107

(646) 820-0860

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 7, 2021

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

* 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 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, as amended (“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).

 

 

 

 

 

 

CUSIP No 293602 108

 

1.

Names of Reporting Persons.

 

MLCP GLL Funding LLC

   
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[  ]

   
 

(b)

[  ]

   
3. SEC Use Only
   
4.

Source of Funds (See Instructions)

OO

   
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [  ]
   
6.

Citizenship or Place of Organization

Delaware

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

 

Sole Voting Power

2,641,624

   
8.

Shared Voting Power

0

   
9.

Sole Dispositive Power

2,641,624

   
10.

Shared Dispositive Power

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

2,641,624

   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   [  ] [check]
   
13. Percent of Class Represented by Amount in Row (11)   10.15%
   
14.

Type of Reporting Person (See Instructions)

OO

 

 

 

 

CUSIP No. 293602 108

 

1.

Names of Reporting Persons.

 

Matthews Lane Capital Partners LLC

   
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[  ]

   
 

(b)

[  ]

   
3. SEC Use Only
   
4.

Source of Funds (See Instructions)

OO

   
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [  ]
   
6.

Citizenship or Place of Organization

Delaware

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

 

Sole Voting Power

2,882,867

   
8.

Shared Voting Power

0

   
9.

Sole Dispositive Power

2,882,867

   
10.

Shared Dispositive Power

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

2,882,867

   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   [  ]
   
13.

Percent of Class Represented by Amount in Row (11)

11.08%

   
14.

Type of Reporting Person (See Instructions)

OO

 

 

 

 

CUSIP No. 293602 108

 

1.

Names of Reporting Persons.

 

Daniel B. Silvers

   
2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[  ]

   
 

(b)

[  ]

   
3. SEC Use Only
   
4.

Source of Funds (See Instructions)

OO

   
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [  ]
   
6.

Citizenship or Place of Organization

United States of America

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

 

Sole Voting Power

2,882,867

   
8.

Shared Voting Power

0

   
9.

Sole Dispositive Power

2,882,867

   
10.

Shared Dispositive Power

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

2,882,867

   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   [  ]
   
13.

Percent of Class Represented by Amount in Row (11)

11.08%

   
14.

Type of Reporting Person (See Instructions)

IN

 

 

 

 

Schedule 13D

  

This Amendment No. 1 (this “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2021 (as amended, the “Schedule 13D”), with respect to the shares of common stock, $0.0001 par value per share (“Common Stock”), of Ensysce Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used, but not defined herein, have the meanings ascribed to them in the Schedule 13D.

 

 

Item 1. Security and Issuer

 

No modification.

 

Item 2. Identity and Background

 

No modification.

 

Item 3. Source and Amount of Funds or Other Consideration

 

No modification.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended and supplemented by incorporating the information in Item 6 hereto into this Item 4.

 

Item 5. Interest in Securities of the Issuer

 

No modification.

 

 

 

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and supplemented by adding the following:

 

Voting Agreement

 

On September 24, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors named therein (the “Investors”), pursuant to which the Investors agreed to purchase securities of the Company.

 

On October 7, 2021, the Reporting Persons entered into a Voting Agreement with the Company and the Investors whereby the Reporting Persons agreed to certain transfer restrictions on the shares beneficially owned by them and/or over which they exercise voting control or any shares thereafter acquired or controlled (the “Subject Shares”). Pursuant to the Voting Agreement, the Reporting Persons agreed to vote such Subject Shares at any meeting of stockholders of the Company at which the transactions contemplated by the Purchase Agreement are presented to the Company’s stockholders for approval (and in every written consent in lieu of any such meeting) (i) in favor of the transactions contemplated by the Purchase Agreement and any matter that would reasonably be expected to facilitate such transactions, and (ii) against approval of any proposal made in opposition to the transactions contemplated by the Purchase Agreement. The Voting Agreement terminates on the earliest to occur of (i) the date upon which the stockholders of the Company approve the transactions contemplated by the Purchase Agreement, (ii) the termination of the Purchase Agreement in accordance with its terms, and (iii) December 31, 2022.

This summary is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as Exhibit 1 to this Amendment No. 1 to Schedule 13D.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 1– Voting Agreement, dated October 7, 2021

 

 

 

 

SIGNATURES

 

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: October 12, 2021

 

MATTHEWS LANE CAPITAL PARTNERS LLC  
     
By: /s/ Daniel B. Silvers  
Name: Daniel B. Silvers  
Title: Managing Member  

 

/s/ Daniel B. Silvers  
DANIEL B. SILVERS  

 

MLCP GLL FUNDING LLC  
     
By: Matthews Lane Capital Partners LLC, its manager  
     
By: /s/ Daniel B. Silvers  
Name: Daniel B. Silvers  
Title: Managing Member