Ensysce Biosciences, Inc. entered into a Securities Purchase Agreement with investors for an aggregate gross proceeds of $1.7 million on October 23, 2023. The Company will issue to the investors (i) senior secured convertible promissory notes in the aggregate principal amount of $612,000 for an aggregate purchase price of $566,667 (collectively, the ?Notes?) and (ii) warrants (collectively, the ?Warrants?) to purchase 1,255,697 shares of the Company?s common stock, par value $0.0001 per share (the ?Common Stock?) in the aggregate with first closing on October 26, 2023.The company will issue (i) Notes in the aggregate principal amount of $1,224,000 for an aggregate purchase price of $1,133,333 and (i) Warrants to purchase 2,511,394 shares of the Common Stock in the aggregate on second closing. The Notes, subject to an original issue discount of eight percent (8%), have a term of six months from their respective date of issuance and bear a interest rate of 6% per annum.

The Notes are convertible into the Common Stock, at a per share conversion price equal to $1.5675. Beginning ninety days following issuance of the respective Notes, the Company is obligated to redeem monthly one third (1/3 rd ) of the original principal amount under the applicable Note, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the holder of such Note.The Warrants will have an exercise price of $1.5675, the same as the conversion price, and are exercisable for five years following issuance, issuance to occur on each of the first and second closing dates under the agreement. The closing is expected to occur on October 26, 2023.