Cover
Cover | 12 Months Ended |
Dec. 31, 2020 | |
Entity Addresses [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | LEISURE ACQUISITION CORP. |
Entity Central Index Key | 0001716947 |
Entity Tax Identification Number | 82-2755287 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 250 West 57th Street |
Entity Address, Address Line Two | Suite 415 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10107 |
City Area Code | 646 |
Local Phone Number | 565-6940 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 250 West 57th Street |
Entity Address, Address Line Two | Suite 415 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10107 |
City Area Code | 646 |
Local Phone Number | 565-6940 |
Contact Personnel Name | A. Lorne Weil |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 49,202 | $ 1,061,151 |
Prepaid expenses | 157,483 | |
Prepaid income taxes | 19,779 | 138,571 |
Total Current Assets | 226,464 | 1,199,722 |
Cash and marketable securities held in Trust Account | 12,628,170 | 195,312,177 |
TOTAL ASSETS | 12,854,634 | 196,511,899 |
Current liabilities | ||
Accounts payable and accrued expenses | 260,404 | 2,771,025 |
Total Current Liabilities | 260,404 | 2,771,025 |
Promissory note | 566,288 | 566,288 |
Convertible promissory notes - related party | 225,000 | |
Deferred underwriting fee payable | 6,750,000 | 7,000,000 |
TOTAL LIABILITIES | 7,801,692 | 10,337,313 |
Commitments | ||
Common stock subject to possible redemption, 5,094 and 17,501,073 shares at redemption value at value at December 31, 2020 and 2019, respectively | 52,935 | 181,174,585 |
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,219,174 and 6,375,178 shares issued and outstanding (excluding 5,094 and 17,501,073 shares subject to possible redemption) at December 31, 2020 and 2019, respectively | 622 | 638 |
Additional paid-in capital | 2,542,569 | |
Retained earnings | 4,999,385 | 2,456,794 |
Total Stockholders’ Equity | 5,000,007 | 5,000,001 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 12,854,634 | $ 196,511,899 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares | 5,094 | 17,501,073 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,219,174 | 6,375,178 |
Common stock, shares outstanding | 6,219,174 | 6,375,178 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Operating costs | $ 1,368,841 | $ 3,328,674 |
Loss from operations | (1,368,841) | (3,328,674) |
Other income: | ||
Interest income | 719,646 | 4,249,828 |
Forgiveness of accounts payable | 3,298,207 | |
Other income | 4,017,853 | 4,249,828 |
Income before provision for income taxes | 2,649,012 | 921,154 |
Provision for income taxes | (244,493) | (555,200) |
Net income | $ 2,404,519 | $ 365,954 |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 4,457,537 | 19,940,154 |
Basic and diluted net income (loss) per share, Common stock subject to possible redemption | $ 0 | $ 0.16 |
Basic and diluted weighted average shares outstanding Common stock | 6,367,631 | 6,081,996 |
Basic and diluted net income (loss) per share, Common stock | $ 0.38 | $ (0.47) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – January 01, 2020 at Dec. 31, 2018 | $ 604 | $ 2,908,557 | $ 2,090,840 | $ 5,000,001 |
Balance, shares at Dec. 31, 2018 | 6,039,072 | |||
Change in value of common stock subject to possible redemption | $ 34 | (365,988) | (365,954) | |
Change in value of common stock subject to possible redemption (in shares) | 336,106 | |||
Issuance of warrants in connection with conversion of promissory note – related party | ||||
Waiver of a portion of deferred underwriting fee | ||||
Net income | 365,954 | 365,954 | ||
Balance – December 31, 2020 at Dec. 31, 2019 | $ 638 | 2,542,569 | 2,456,794 | 5,000,001 |
Balance, shares at Dec. 31, 2019 | 6,375,178 | |||
Change in value of common stock subject to possible redemption | $ (16) | (3,542,569) | (111,928) | (3,654,513) |
Change in value of common stock subject to possible redemption (in shares) | (156,004) | |||
Issuance of warrants in connection with conversion of promissory note – related party | 1,000,000 | 1,000,000 | ||
Waiver of a portion of deferred underwriting fee | 250,000 | 250,000 | ||
Net income | 2,404,519 | 2,404,519 | ||
Balance – December 31, 2020 at Dec. 31, 2020 | $ 622 | $ 4,999,385 | $ 5,000,007 | |
Balance, shares at Dec. 31, 2020 | 6,219,174 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,404,519 | $ 365,954 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (719,646) | (4,249,828) |
Forgiveness of accounts payable | (3,298,207) | |
Deferred tax benefit | (1,764) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (157,483) | 87,083 |
Prepaid income taxes | 118,792 | 31,964 |
Accounts payable and accrued expenses | 787,586 | 2,341,799 |
Net cash used in operating activities | (864,439) | (1,424,792) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (1,698,862) | (566,288) |
Cash withdrawn from Trust Account for redemption of common stock | 184,776,163 | 11,583,473 |
Cash withdrawn from Trust Account for franchise taxes and income taxes | 326,352 | 836,205 |
Net cash provided by investing activities | 183,403,653 | 11,853,390 |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note | 566,268 | |
Proceeds from convertible promissory notes – related parties | 1,225,000 | |
Redemption of common stock | (184,776,163) | (11,583,473) |
Payment of offering costs | (8,640) | |
Net cash used in financing activities | (183,551,163) | (11,025,845) |
Net Change in Cash | (1,011,949) | (597,247) |
Cash – Beginning | 1,061,151 | 1,658,398 |
Cash – Ending | 49,202 | 1,061,151 |
Supplementary cash flow information: | ||
Cash paid for income taxes | 125,701 | 525,000 |
Non-Cash investing and financing activities: | ||
Change in value of common stock subject to possible redemption | 3,654,513 | 365,954 |
Waiver of a portion of deferred underwriting fee payable | 250,000 | |
Issuance of warrants in connection with conversion of promissory note – related party | $ 1,000,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Leisure Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 11, 2017 At December 31, 2020, the Company had not yet commenced operations. All activity through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, activities in connection with the proposed acquisition of Ensysce Biosciences, Inc., a Delaware corporation (“Ensysce”) (see Note 10) and activities in connection with the previously proposed business combination with GTWY Holdings Limited, a Canadian corporation (“GTWY Holdings”), which was terminated on July 16, 2020. The registration statement for the Company’s Initial Public Offering was declared effective on December 1, 2017. On December 5, 2017, the Company consummated the Initial Public Offering of 20,000,000 200,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,825,000 1.00 6,825,000 Following the closing of the Initial Public Offering on December 5, 2017, an amount of $ 200,000,000 10.00 Transaction costs amounted to $ 11,548,735 4,000,000 7,000,000 548,735 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% 50% The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($ 10.00 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, the Company’s Second Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to an aggregate of 20% or more of the common stock sold in the Initial Public Offering. The Company has until June 30, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% 75,000 On November 26, 2019, the Company held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from December 5, 2019 to April 5, 2020 (the “Initial Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 1,123,749 11,583,473 10.31 The Company agreed to contribute (the “Contribution”) $ 0.03 On each of December 5, 2019, January 3, 2020, February 4, 2020 and March 4, 2020, the Company made a Contribution of $ 0.03 for each of the public shares outstanding, for an aggregate Contribution of $ 2,265,150 , which amounts were deposited into the Trust Account. On December 5, 2019, the Company entered into an expense advancement agreement with GTWY Holdings (the “GTWY Expense Advance Agreement”), pursuant to which GTWY Holdings committed to provide $ 566,288 On January 15, 2020, the Company drew down $ 1,000,000 under the expense advancement agreement with the Company’s Sponsors and strategic investor dated December 1, 2017 in exchange for issuing unsecured promissory notes to fund its working capital requirements and to fund required Contributions to the Trust Account. The holders had the option to convert the promissory notes into warrants at a price of $ 1.00 per warrant subject to the same terms and conditions as private placement warrants. The notes were converted into warrants on June 25, 2020 (see Note 5). On March 26, 2020, the Company held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from April 5, 2020 to June 30, 2020 (the “Second Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 16,837,678 176,283,492 10.47 136,283,492 40,000,000 On June 25, 2020, the Company’s Sponsors and HG Vora converted the promissory notes issued to them on January 15, 2020 pursuant to a drawdown by the Company under the expense advancement agreement in the aggregate amount of $ 1,000,000 1,000,001 11.50 On June 26, 2020, the Company held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from June 30, 2020 to December 1, 2020 (the “Third Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 776,290 shares of the Company’s common stock. As a result, an aggregate of $ 8,099,292 (or approximately $ 10.43 per share) was released from the Company’s Trust Account to pay such stockholders. On November 24, 2020, the Company’s stockholders approved extending the Combination Period from December 1, 2020 to June 30, 2021 (the “Fourth Extension Date”). In connection with the approval of the extension, stockholders elected to redeem an aggregate of 38,015 393,380 10.34 The Initial Stockholders have agreed to (i) waive their redemption rights with respect to their Founder Shares in connection with the completion of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 On November 30, 2020, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that the Company was not in compliance with Listing Rule IM-5101-2 (the “Rule”), which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. Since the Company’s registration statement became effective on December 1, 2017, it was required to complete an initial business combination by no later than December 1, 2020. The Rule also provides that failure to comply with this requirement will result in the Listing Qualifications Department issuing a Staff Delisting Determination under Rule 5810 to delist the Company’s securities. In addition, the Nasdaq Notice states that the Company was not in compliance with Nasdaq`s minimum publicly held shares requirement under Listing Rule 5550(a)(4), which requires a listed company`s primary equity security to maintain a minimum of 500,000 publicly held shares. The Listing Qualifications Department has advised the Company that its securities would be subject to delisting unless the Company timely requests a hearing before an independent Hearings Panel (the “Panel”). Accordingly, the Company intends to timely request a hearing. The hearing request will stay any suspension or delisting action pending the completion of the hearing and the expiration of any additional extension period granted by the Panel following the hearing. On January 27, 2021, the Panel granted the Company’s request for continued listing of the Company’s equity securities on the Nasdaq Capital Market pursuant to an extension, subject to certain milestones, through June 1, 2021 (see Note 10). See “ Risk Factors — The Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions” Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of December 31, 2020, the Company had $ 49,202 12,628,170 127,869 93,929 As of December 31, 2020, the Company had $ 75,000 The Company will need to raise additional capital through loans or additional investments from its Sponsors, HG Vora, stockholders, officers, directors, or third parties. The Company’s Sponsors and HG Vora may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through June 30, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company’s estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020 and 2019, the assets held in the Trust Account were substantially held in a money market fund that invests primarily in U.S. Treasury Bills. During the year ended December 31, 2020 and 2019, the Company withdrew $ 326,352 836,205 Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,825,001 The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE 2020 2019 For the year ended December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 3,023 $ 3,940,016 Less: interest available to be withdrawn for payment of taxes (1,390 ) (700,193 ) Net income $ 1,633 $ 3,239,823 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 4,457,537 19,940,154 Basic and diluted net income per share $ 0.00 $ 0.16 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ 2,404,519 $ 365,954 Less: Net income allocable to Common stock subject to possible redemption (1,633 ) (3,239,823 ) Non-Redeemable Net Loss $ 2,402,886 $ (2,873,869 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,367,631 6,081,996 Basic and diluted net income (loss) per share $ 0.38 $ (0.47 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times may exceed the federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Immaterial Correction of Error In February 2021, the Company concluded that due to an error in the measurement of the fair value of embedded derivatives as of December 31, 2019, the 2019 balance sheet would be adjusted. The change resulted in an increase in the fair value of the embedded derivatives of approximately $ 269,000 with a corresponding increase in the change in fair value of derivative liabilities presented in the consolidated statement of operations. The Company, in consultation with the Audit Committee of the Board of Directors, evaluated the effect of these adjustments on the Company’s consolidated financial statements under ASC 250, Accounting Changes and Error Corrections Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Reclassification The Company reclassified $ 11,331 of accrued and unpaid interest on convertible debt from notes payable to accrued expenses and other liabilities in order to consistently present its consolidated financial statements. The reclassification did not impact net income. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Use of Estimates and Assumptions Preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosed in the accompanying notes. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements. The more significant estimates and assumptions by management include, but are not limited to, the valuation allowance of deferred tax assets resulting from net operating losses, the valuation of common stock, warrants, options to purchase the Company’s common stock, and the debt with embedded derivative instruments in notes payable. Cash and Cash Equivalents For purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Concentrations of credit risk and off-balance sheet risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no financial instruments with off-balance sheet risk of loss. Earnings per Share The basic earnings per share is calculated by dividing the Company’s net income or loss attributable to common stockholders by the weighted average number of common shares outstanding during the year. The diluted earnings per share is calculated by dividing the Company’s net income attributable to common stockholders by the diluted weighted average number of shares outstanding during the year, determined using the treasury stock method and the average stock price during the year. A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows: SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE 2020 2019 Years Ended December 31, 2020 2019 Numerator: Net income (loss) attributable to common stockholders $ 56,770 $ (10,102,280 ) Denominator: Weighted average shares outstanding, basic 239,465,160 239,465,160 Weighted average dilutive stock options 11,217,415 - Weighted average shares outstanding, diluted 250,682,575 239,465,160 Net income (loss) per share attributable to common stockholders, basic $ 0.00 $ (0.04 ) Net income (loss) per share attributable to common stockholders, diluted 0.00 (0.04 ) The following weighted average shares have been excluded from the calculations of diluted weighted average shares outstanding because they would have been anti-dilutive: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION Years Ended December 31, 2020 2019 Stock options 55,281,877 78,976,701 Warrants 300,000 236,986 Total 55,581,877 79,213,687 Property and Equipment Property and equipment include office and laboratory equipment that is recorded at cost and depreciated using the straight-line method over the estimated useful lives of five six 201 201 Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company will recognize an impairment loss only if the carrying amount is not recoverable through its undiscounted cash flows and measure any impairment loss based on the difference between the carrying amount and estimated fair value. There were no such losses for the years ended December 31, 2020 and December 31, 2019. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine whether such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract and the features of the derivatives. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s consolidated balance sheet. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS During the years ended December 31, 2020 and 2019, the Company entered into a series of notes that were determined to have embedded derivative instruments in the form of a contingent put option. The notes are recognized at the value of proceeds received after allocating issuance proceeds to the bifurcated contingent put option. The notes are subsequently measured at amortized cost using the effective interest method to accrete interest over their term to bring the notes’ initial carrying value to their principal balance at maturity. The bifurcated put option is initially measured at fair value and subsequently measured at fair value with changes in fair value recognized as a component of other expenses in the consolidated statements of operations (see Note 7). The notes and the contingent put option are classified as either long-term or short-term liabilities based on the maturity date of the related loan. Federal Grants In September 2018, the National Institutes of Health (“NIH”) through the National Institute on Drug Abuse awarded the Company a research and development grant related to the development of its MPAR overdose prevention technology (the “MPAR Grant”). The total approved budget for the two-year period was approximately $ 5.4 3.2 2.2 1.1 In August 2019, the grant was amended such that the approved budget for the two-year period decreased to approximately $ 5.1 2.1 3.0 In September 2019, the NIH/National Institute on Drug Abuse awarded the Company a second research and development grant related to the development of its TAAP/MPAR abuse deterrent technology (the “TAAP/MPAR Grant”). The total approved budget for the two-year period was approximately $ 5.4 The Company concluded the government grants are not within the scope of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers Not-for-Profit-Entities-Revenue Recognition Revenue recognized under the MPAR Grant was approximately $ 3,037,234 1,706,508 893,975 57,453 Amounts requested or eligible to be requested through the NIH payment management system, but for which cash has not been received, are presented as an unbilled receivable on the Company’s consolidated balance sheet. As all amounts are expected to be remitted timely, no valuation allowances are recorded. Research and Development Costs The Company’s research and development expenses consist primarily of third-party research and development expenses, consulting expenses, animal and clinical studies, and any allocable direct overhead, including facilities and depreciation costs, as well as salaries, payroll taxes, and employee benefits for those individuals directly involved in ongoing research and development efforts. Research and development expenses are charged to expense as incurred. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. General and Administrative Expenses General and administrative expenses consist primarily of personnel costs associated with the Company’s executive, finance, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Fair Value Measurement ASC 820, Fair Value Measurements The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made by the Company. ASC 820 requires all entities to disclose the fair value of financial instruments, both assets and liabilities, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2020 and 2019, the recorded values of cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses and other liabilities approximate their fair values due to the short-term nature of these items. As of December 31, 2020, the carrying value of outstanding notes payable approximates the estimated aggregate fair value as the embedded contingent put option is recognized at fair value and classified with the debt host. The fair value estimate of the embedded put is based on the probability-weighted discounted value of the put feature as of December 31, 2020 and 2019. The estimated fair value of the embedded put represents a Level 3 measurement. The following table presents assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2020 Total Level 1 Level 2 Level 3 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 670,262 $ - $ - $ 670,262 December 31, 2019 Total Level 1 Level 2 Level 3 Contingent put option $ 2,646,347 $ - $ - $ 2,646,347 Total $ 2,646,347 $ - $ - $ 2,646,347 The following table summarizes the change in fair value of the Company’s Level 3 contingent put options: SCHEDULE OF CHANGES IN FAIR VALUE OF CONTINGENT PUT OPTIONS December 31, 2020 2019 Beginning fair value $ 2,646,347 $ 1,657,072 Issuance 471,823 414,188 Change in fair value (2,447,908 ) 575,087 Ending fair value $ 670,262 $ 2,646,347 See Note 7 for further details on the embedded contingent put option. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Stock-based Compensation The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards using a graded amortization approach. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. For the years ended December 31, 2020 and 2019, stock-based compensation costs are recorded in general and administrative expenses in the consolidated statements of operations. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“the FASB”) issued ASU 2018-13, Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), and has since issued amendments thereto, related to the accounting for leases (collectively referred to as “ASC 842”). ASC 842 establishes a right-of-use, or ROU, model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statement of operations. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Entities have the option to continue to apply historical accounting under Topic 840, including its disclosure requirements, in comparative periods presented in the year of adoption. An entity that elects this option will recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption instead of the earliest period presented. The Company adopted ASU 2016-02 on January 1, 2020 with no material impact to the consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 31, 2021 and interim periods within that year. Early adoption is permitted. The Company is evaluating the impact of ASU 2019-12 on the consolidated financial statements. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Topic 470) to address issues identified as a result of the complexity with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock, resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Certain types of convertible instruments will continue to be subject to separation models: (a) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (b) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. For convertible instruments, the contracts primarily affected are those with beneficial conversions or cash conversion features as the accounting models for those specific features have been removed. For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features that are accounted for as derivatives due to a failure to meet the settlement conditions of the derivatives scope exceptions. The FASB simplified the settlement assessment by removing the requirements to (a) consider whether the contract would be settled in registered shares, (b) to consider whether collateral is required to be posted, and (c) assess shareholder rights. The FASB also decided to enhance information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities must adopt the guidance as of the beginning of its annual fiscal year and a modified retrospective or fully retrospective transition approach is permitted. The Company is evaluating the impact of ASU 2020-06 on the consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 10.00 Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, affiliates of the Hydra Sponsor and Matthews Lane Sponsor, HG Vora and certain members of management purchased an aggregate of 6,825,000 1.00 6,825,000 11.50 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |
RELATED PARTIES | NOTE 5. — RELATED PARTY TRANSACTIONS RELATED PARTIES Founder Shares On September 11, 2017, the Company issued an aggregate of 7,187,500 25,000 1,437,500 5,750,000 750,000 20% 750,000 5,000,000 The Initial Stockholders have agreed, subject to certain exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (i) one year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement whereby, commencing on December 1, 2017 through the earlier of the completion of a Business Combination or the Company’s liquidation, the Company would pay Hydra Sponsor a monthly fee of up to $ 10,000 60,000 120,000 71,000 Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Hydra Sponsor, an affiliate of the Matthews Lane Sponsor and HG Vora (the “Funding Parties”) loaned an aggregate of $ 1,000,000 to the Company, in accordance with unsecured promissory notes issued on January 15, 2020 to the Funding Parties, pursuant to an expense advancement agreement dated December 1, 2017 which were subsequently converted by the holders into warrants on June 25, 2020. The expense advancement agreement was amended to increase the total amount of advances available to the Company under the agreement by an additional $ 300,000, of which the Company drew down $ 225,000 pursuant to promissory notes issued in October and November 2020 and $ 75,000 remained available for drawdown as of December 31, 2020 which was drawn down on February 1, 2021. On February 23, 2021, the expense advancement agreement was further amended to increase the loan commitment amount by an additional $ 160,000 1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, there was $ 225,000 outstanding under the Working Capital Loans (the $ 1,000,000 previously loaned by the Funding Parties having been converted into warrants on June 25, 2020). The outstanding amount was $ 460,000 |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
RELATED PARTIES | NOTE 11 - RELATED PARTIES During the year ended December 31, 2019, the Company issued stock options to the Chief Executive Officer, a stockholder of the Company. A total of 10,100,000 fully vested options were granted with an exercise price of $ 0.17 per share. During the year ended December 31, 2020, the Company paid cash compensation of $ 129,890 12,989 In March 2019, the Company issued 100,000 0.17 The Company issued a series of convertible notes to the Chairman of the Board which total $ 2.5 2.2 During the year ended December 31, 2020, the Company issued promissory notes to two members of the Board of Directors, including the Chief Executive Officer, which total $ 100,000 ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |
COMMITMENTS | NOTE 6. — COMMITMENTS Forgiveness of Accounts Payable During the year ended December 31, 2020, two of the Company’s service providers forgave certain amounts due to them in connection with previously provided services. As a result, the Company recorded a forgiveness of accounts payable in the amount of $ 3,298,207 . GTWY Holdings Promissory Note On December 5, 2019, the Company entered into the GTWY Expense Advancement Agreement, pursuant to which GTWY Holdings committed to provide $ 566,288 566,268 1.00 566,288 Registration Rights Pursuant to a registration rights agreement entered into on December 1, 2017, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities), Private Placement Units (and their underlying securities) (as defined below) and any warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters of the Initial Public Offering are entitled to a deferred fee of three and one-half percent ( 3.5% 7,000,000 0.05 250,000 6,750,000 Contingent Forward Purchase Contract On December 1, 2017, the strategic investor entered into a contingent forward purchase contract (the “Contingent Forward Purchase Contract”) with the Company to purchase, in a private placement for gross proceeds of $ 62,500,000 6,250,000 10.00 In connection with previously proposed business combination transaction with GTWY Holdings, an amendment to the Contingent Forward Purchase Contract was effected on December 27, 2019 to provide that the Contingent Forward Purchase Contract would terminate as of, and contingent upon, the closing of the transaction with GTWY Holdings such that the strategic investor would instead purchase 3,000,000 Service Provider Agreement From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
COMMITMENTS | NOTE 6 - COMMITMENTS AND CONTINGENCIES COMMITMENTS Litigation As of December 31, 2020 and 2019, there were no pending legal proceedings against the Company that are expected to have a material adverse effect on cash flows, financial condition or results of operations. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Lease In August 2020, the Company entered into an agreement to lease office space. The lease commencement date was October 1, 2020 October 31, 2021 25,500 The Company recognized total rent expense of $ 36,645 32,593 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Subsidiary or Equity Method Investee [Line Items] | |
STOCKHOLDERS’ EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 no Common Stock 100,000,000 0.0001 Holders of the Company’s common stock are entitled to one vote for each share. 750,000 6,219,174 6,375,178 5,094 17,501,073 Warrants th st five years The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Ensysce Biosciences, Inc [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
STOCKHOLDERS’ EQUITY | NOTE 8 - STOCKHOLDERS’ EQUITY In February 2018, the Company amended and restated its articles of incorporation to increase the authorized shares of common stock to 500,000,000 50,000,000 500,000,000 0.000025 50,000,000 0.000025 no ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Common Stock As of December 31, 2020 and 2019, the Company had a total of 239,465,160 Warrants In February 2013, the Company issued 200,000 warrants to purchase common stock. The warrants have a ten-year life and have an exercise price of $ 0.41 per share. As of December 31, 2020 and 2019, the warrants remained outstanding. In August 2019, the Company issued 100,000 warrants in connection with the issuance of convertible debt. The warrants have a ten-year life and have an exercise price of $ 0.20 . As of December 31, 2020 and 2019, the warrants remained outstanding. The warrants were measured using a Black-Scholes model with the following inputs: SCHEDULE OF WARRANTS MEASURED USING BLACK-SCHOLES MODEL 2019 warrants Stock price $ 0.17 Exercise price $ 0.20 Expected term (years) 10 Volatility 59.9 % Risk free rate 1.9 % |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |
INCOME TAXES | NOTE 8 — INCOME TAXES The Company did not have any deferred tax assets or liabilities at December 31, 2020 and 2019. The provision for income taxes consists of the following: SCHEDULE OF INCOME TAX PROVISION 2020 2019 Year Ended December 31, 2020 2019 Federal: Current $ 244,493 $ 556,964 Deferred — (1,764 ) State and Local: Current — — Deferred — — Change in valuation allowance — — Income tax provision $ 244,493 $ 555,200 As of December 31, 2020 and 2019, the Company did not have any of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management determined that a valuation allowance was not required for the years ended December 31, 2020 and 2019. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION 2020 2019 As of December 31, 2020 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % True-ups (11.8 )% 0.7 % Business Combination expenses 0.0 % 38.5 % Income tax provision 9.2 % 60.2 % For the year ended December 31, 2020, the effective tax rate differs from the statutory tax rate primarily due to the reversal of previously recorded permanent differences for transactional expenses incurred in connection with the now terminated GTWY Holdings acquisition. For the year ended December 31, 2019, the effective tax rate differs from the statutory tax rate due to the permanent differences recorded for transactional expenses incurred with the GTWY Holdings acquisition. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2020 and 2019 remain open and subject to examination. The Company considers New York to be a significant state tax jurisdiction. |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
INCOME TAXES | NOTE 10 - INCOME TAXES As of December 31, 2020, the Company had net operating loss carry forwards that may be available to reduce future years’ taxable income. Income (loss) before provision for income taxes consisted of the following: SCHEDULE OF INCOME TAXES BENEFIT Year ending December 31, 2020 2019 United States $ (159,275 ) $ (10,100,680 ) The federal and state income tax provision (benefit), included in general and administrative expenses in the consolidated statements of operations, is summarized as follows: SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) 2020 2019 Year ending December 31, 2020 2019 Current state provision $ 1,600 $ 1,600 Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The Company’s deferred tax assets were comprised of the following as of December 31, 2020 and 2019: SCHEDULE OF DEFERRED TAX ASSETS 2020 2019 As of December 31, 2020 2019 Deferred tax assets: Net operating loss tax carryforwards $ 23,332,247 $ 22,826,050 Tax credits 2,663,350 2,547,986 Fixed assets and intangibles 63,047 79,453 Other 20,248 200,261 Stock-based compensation 1,798,263 2,316,380 Total deferred tax assets 27,877,155 27,970,130 Deferred tax liabilities: Convertible notes: embedded derivatives (81,603 ) - Valuation allowance (27,795,552 ) (27,970,130 ) Net deferred tax assets $ - $ - ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a full valuation allowance. Further, an uncertain tax position exists insofar as some portion of qualified research and development expenses could be disallowed under tax audits. As a result, the Company applies a 25% The valuation allowance decreased by $ 0.2 2.6 ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company’s ability to utilize its net operating losses may be limited under Section 382 and 383 of the Internal Revenue Code. The limitations apply if an ownership change, as defined by Section 382, occurs. Generally, an ownership change occurs when certain shareholders increase their aggregate ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). Although the Company not undergone a Section 382 analysis, it is possible that the utilization of the net operating losses, could be substantially limited. Additionally, U.S. tax laws limit the time during which these carryforwards may be utilized against future taxes. As a result, the Company may not be able to take full advantage of these carryforwards for federal and state tax purposes. Future changes in stock ownership may also trigger an ownership change and, consequently, a Section 382 limitation. Net operating losses and tax credit carryforwards as of December 31, 2020 are as follows: SCHEDULE OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS Amount Expiration years Net operating losses, federal (Post December 31, 2017) $ 4,220,846 Indefinite Net operating losses, federal (Pre January 1, 2018) 84,007,935 2024-2037 Net operating losses, state 68,792,637 2028-2040 Tax credits, federal 2,344,011 2028-2040 Tax credits, state 1,528,444 Indefinite The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION Year ending December 31, 2020 2019 Statutory rate 21.0 % 21.0 % State tax -30.7 % 6.4 % Stock based compensation 0.0 % -0.1 % Change in valuation allowance 17.0 % -27.3 % Other permanent items -0.3 % 0.0 % Nondeductible interest expense -7.0 % 0.0 % Total 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is not currently under audit by the Internal Revenue Service or other similar state and local authorities. All tax years remain open to examination by major taxing jurisdictions to which the Company is subject. On December 22, 2017, the 2017 Tax Cut and Jobs Act (the Act) was enacted into law and the new legislation contains several key tax provisions, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% 9.8 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENTS Description Level December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 12,628,170 $ 195,312,177 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SUBSEQUENT EVENTS | NOTE 10. — SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 27, 2021, the Panel granted the Company’s request for continued listing of the Company’s equity securities on the Nasdaq Capital Market pursuant to an extension, subject to certain milestones, through June 1, 2021 so that the Company may seek to complete an initial business combination and regain compliance with the listing rules. If the Company does not regain compliance with the Rule by the required date, Nasdaq would delist the Company’s equity securities from the Nasdaq Capital Market. On January 31, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ensysce, and EB Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), relating to a proposed business combination transaction between the Company and Ensysce. Pursuant to the Merger Agreement, Merger Sub will merge with and into Ensysce, with Ensysce surviving such merger as a wholly owned subsidiary of the Company and the stockholders of Ensysce becoming stockholders of the Company (the “Merger”). Ensysce’s issued and outstanding share capital as of immediately prior to the Merger Effective Time will, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (collectively, the “Transaction”), be canceled and converted into the right to receive the Company’s common stock, par value $ .0001 0.06585 The Transaction will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. On January 31, 2021, the underwriters of the Company’s initial public offering agreed to reduce the total deferred underwriting fee that is to be paid to such underwriters upon the consummation of the Company’s initial business combination to $ 2,000,000 On January 31, 2021, the Company and GTWY Holdings entered into an amendment to the Gateway Promissory Note to permit conversion of all or a portion of the promissory note into warrants at a price of $ 1.00 566,288 On February 23, 2021, the Company entered into a fourth amendment to the Company’s Expense Advancement Agreement with its sponsors and strategic investor to increase the total amount of advances available to the Company under the agreement by $ 160,000 300,000 460,000 |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS The Company evaluated subsequent events requiring recording or disclosure in the consolidated financial statements for the year ended December 31, 2020 and concluded that no events have occurred that would require recognition or disclosure in the consolidated financial statements except as described below: Financing Activities In January 2021, the Company issued a convertible promissory note for proceeds of $ 50,000 Merger In January 2021, the Company entered into a definitive merger agreement with a SPAC. In connection with the merger, outstanding shares of Ensysce (including shares resulting from the conversion of Ensysce’s convertible debt prior to closing) will be converted in the business combination into the right to receive shares of the SPAC at an exchange ratio of 0.06585 . In addition, Ensysce’s existing options and warrants will be exchanged for equivalent securities in the SPAC on their existing terms (with standard adjustments to exercise price and underlying shares, consistent with the foregoing exchange ratio). The proposed transaction has been unanimously approved by the boards of directors of both the Company and the SPAC, and is expected to close in the second quarter of 2021, subject to approval by the SPAC’s shareholders, required regulatory approvals, and other customary closing conditions. Upon closing, the SPAC intends to change its name to Ensysce Biosciences, Inc. and remain on the Nasdaq Capital Market, listed under the new ticker symbol ENSC. Management is not in control of the timely filing of all regulatory requirements or the shareholders’ approval of the merger, therefore the consummation of the merger with the SPAC and subsequent ability to draw on the share subscription facility are not within management’s control. The contemplated merger with the SPAC will trigger conversion of the 2015 convertible notes and the 2018 convertible notes but will not trigger conversion of the 2020 convertible notes. The 2020 promissory notes are expected to be repaid from the proceeds of the merger with the SPAC or subsequent financing. In January 2021, the Company terminated an agreement with a strategic advisor. Under terms of the termination agreement, the strategic advisor accepted 500,000 private placement warrants to purchase the SPAC’s common stock and 500,000 shares of the SPAC’s common stock. The securities will be issued upon the Company’s consummation of a business combination with the SPAC; if such a business combination is not consummated for any reason, the arrangement will be nullified and the strategic advisor would be eligible to receive a transaction fee if the Company completes a transaction within one year of termination of the agreement. |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Ensysce Biosciences, Inc. (“Ensysce”), along with its subsidiary, Covistat, Inc. (“Covistat”) and its wholly owned subsidiary EBI Operating, Inc. (collectively, the “Company”), is engaged in the development of small and large molecule drug delivery platforms targeting pain and cancer markets. The primary focus of the Company is its small molecule program developing abuse and overdose resistant pain technology with a clinical stage program being the abuse resistant, TAAP TM TM The Company currently operates in one business segment, which is pharmaceuticals. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer. In March 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a new coronavirus as a “pandemic”. First identified in late 2019 and known now as COVID-19, the outbreak has impacted millions of individuals worldwide. In response, many countries have implemented measures to combat the outbreak which have impacted global business operations. As of the date of issuance of the consolidated financial statements, the Company’s operations have not been significantly impacted; however, the Company continues to monitor the situation. No impairments were recorded as of the balance sheet date as no triggering events or changes in circumstances had occurred as of year-end; however, due to significant uncertainty surrounding the situation, management’s judgment regarding this could change in the future. In addition, while the Company’s results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time. In June 2020, the Company commenced an initiative to develop a therapeutic for the treatment of certain coronavirus infections through the formation of a separate entity, Covistat, Inc., a Delaware corporation. Pursuant to the articles of incorporation, Covistat was authorized to issue 1,000,000 shares of common stock, $ 0.001 par value per share, and 100,000 shares of preferred stock, $ 0.001 par value per share. Ensysce is a 79.2% shareholder in Covistat, with 19.8 1.0 of the shares held by certain key personnel of the Company and an unrelated party, respectively. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
BASIS OF PRESENTATION | NOTE 2 - BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Ensysce Biosciences, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any product revenue and has not achieved profitable operations and is not expected to do so in 2021. The Company has experienced net losses since inception, had net cash outflows used in operating activities of $ 1.2 million for the year ended December 31, 2020, and had a working capital deficit of $ 6.7 million and an accumulated deficit of $ 56.0 million at December 31, 2020. There is no assurance that profitable operations will ever be achieved, and, if achieved, could be sustained on a continuing basis. Product development activities, clinical and pre-clinical testing, and commercialization of the Company’s product candidates are necessary to develop the Company’s products and will require significant additional financing. Cash on hand as of March 2021 is not expected to be sufficient to meet the cash flow needs to continue these product development activities throughout 2021 without additional capital. Management estimates additional funding will be required over the next 12 months to continue development of drug candidates. There can be no assurance the Company will be able to obtain such funds. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In December 2020, the Company executed a share subscription facility with an investment group. Under the agreement, the investor agreed to provide the Company with a share subscription facility of up to $ 60.0 million for a 36 -month term following the public listing of the Company’s common stock. The Company will control the timing and maximum amount of drawdown under this facility and has no minimum drawdown obligation. The investor will pay, in cash, a per-share amount equal to 90% of the average daily closing price of the Company’s stock during the 30 consecutive trading days prior to the issuance of a draw notice, which shall not exceed 400% of the average trading volume for the 30 trading days immediately preceding the draw down date. Concurrent with a public listing of the Company’s shares, the Company will issue warrants to the investor to purchase outstanding common stock of Ensysce. The number of warrants issued will be equal to 4% of the common shares outstanding on a fully diluted basis as of the public listing date. The Company must pay a commitment fee to the investor of $ 1.2 million with $ 800,000 due on the first anniversary of the public listing date and $ 400,000 due on the 18-month anniversary of the public listing date. The commitment fee can be paid from the proceeds of a draw against the facility or in freely tradable common stock of the Company. Additionally, in January 2021, the Company executed a definitive merger agreement with Leisure Acquisition Corp, a special purpose acquisition company (“SPAC”) to effect a public listing of its stock. The agreement with the SPAC has not resulted in the Company’s shares being publicly listed; the consummation of the merger is contingent on customary regulatory filings and shareholder approval. Refer to Note 12 for additional details. While the Company believes that, with adequate financial resources, it will be able to ultimately generate revenues from products and services, and further develop and launch its product portfolio, the Company’s current cash position is not sufficient to support its plans. While the Company believes in the viability of its strategy to ultimately realize revenues and in its ability to raise additional funds, management cannot be certain that additional funding will be available on acceptable terms, or at all. The Company’s ability to continue as a going concern is dependent upon its ability to obtain adequate financing beyond the limited funding it has received during the year ended December 31, 2020, primarily from a related party, and achieve profitable operations. As a result, these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months following the date these financial statements were issued. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2020 2019 As of December 31, 2020 2019 Prepaid research and development $ 112,966 $ 68,815 Prepaid insurance 17,158 32,187 Prepaid rent - 2,500 Total prepaid expenses and other current assets $ 130,124 $ 103,502 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 5 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES 2020 2019 As of December 31, 2020 2019 Accrued research and development $ 72,906 $ 1,141,727 Deferred grant revenue 159,047 279,808 Accrued scientific advisory board fees 60,032 58,794 Other accrued liabilities 52,807 11,331 Total accrued expenses and other liabilities $ 344,792 $ 1,491,660 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
NOTES PAYABLE | NOTE 7 - NOTES PAYABLE The following table provides a summary of the Company’s outstanding debt as of December 31, 2020: SCHEDULE OF NOTES PAYABLE Principal balance Accrued interest Unamortized debt discount Net debt balance 2015 convertible notes $ 100,000 $ 28,671 $ - $ 128,671 2018 convertible notes 3,500,000 727,905 (783,124 ) 3,444,781 2020 promissory notes 100,000 1,694 - 101,694 2020 convertible notes 700,000 29,726 (159,790 ) 569,936 Total $ 4,400,000 $ 787,996 $ (942,914 ) $ 4,245,082 The following table provides a summary of the Company’s outstanding debt as of December 31, 2019: Principal balance Accrued interest Unamortized debt discount Net debt balance 2015 convertible notes $ 100,000 $ 23,658 $ - $ 123,658 2018 convertible notes 3,200,000 382,452 (1,084,703 ) 2,497,749 Total $ 3,300,000 $ 406,110 $ (1,084,703 ) $ 2,621,407 2015 Convertible Notes Payable During 2015, the Company issued certain convertible promissory notes in the aggregate principal amount of $ 873,000 . During 2017 and 2018, all but $ 100,000 were converted into common shares of Ensysce. The remaining convertible promissory note bears interest at 5% per annum, is due on demand (principal and interest) and is mandatorily convertible at a variable price per share equal to 80% of the price received in certain future equity transactions. 2018 Convertible Notes Payable Between January 2018 and December 2020, the Company received financing totaling $ 3,500,000 under a series of unsecured promissory notes with a stockholder and board member ($ 2,500,000 ) and an unrelated party ($ 1,000,000 ). The promissory notes mature 24 months from the date of issuance and bear interest at the rate of 10% per annum. The promissory notes, together with all interest as accrued, can be converted into shares of Ensysce’s common stock at the option of the noteholder, at 50% of the price paid per share for equity securities by the investors in a subsequent equity financing of no less than $ 5,000,000 gross proceeds (the “contingent put option”). The contingent put option is required to be bifurcated from the debt host and measured at fair value with changes in fair value recorded in earnings (see Note 3). ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Additionally, if there is an initial public offering or reverse merger that results in Ensysce becoming publicly listed, the promissory notes automatically convert to equity at the lower of $ 0.25 per share or the then-current Enterprise Value per share (the “automatic conversion option”). Enterprise Value per share is defined as market capitalization, debt and preferred stock less cash and cash equivalents divided by the common stock of Ensysce on the measurement date, not to exceed $ 55 million. The Company assessed whether the automatic conversion option should be accounted for separately from the debt host and concluded that as the common shares of Ensysce are currently not publicly traded and thus are not considered readily convertible to cash, the automatic conversion option cannot be net settled. Further, the conversion price of the promissory notes exceeded the per share fair value of Ensysce’s common stock on each issuance date and, consequently, no beneficial conversion feature exists. The promissory notes also include a change in control call option whereby, upon the close of a sale of Ensysce, other than an initial public offering, Ensysce has the right to prepay the promissory notes at 200% of the principal outstanding plus all accrued and unpaid interest. This call option is required to be bifurcated because it is considered to not be clearly and closely related to the debt host. However, the Company has concluded that as of each balance sheet date presented, the exercise of this call option is not probable and thus the call option has a de minimis value. The Company will reassess the probability of the Company exercising this call option at each reporting period during the term of these promissory notes. In June 2020, the board resolved to extend the maturity of all 2018 convertible notes payable issued in 2018 by one year. The Company did not incur legal fees or other additional costs to effect the modification. The modification met the criteria to be classified as a troubled debt restructuring under ASC 470-50. The effective interest rate was recalculated to reflect the modified expected term of the 2018 convertible notes and no gain or loss was recognized. 2020 Promissory Notes Payable During the year ended December 31, 2020, the Company received financing totaling $ 100,000 10% 2020 Convertible Notes Payable During the year ended December 31, 2020, Covistat received financing totaling $ 700,000 under a series of unsecured promissory notes with unrelated parties. The notes mature in July 2022 and bear interest at a rate of 10% per annum. The notes cannot be prepaid without the prior consent of the holder. The notes, together with all accrued and unpaid interest, are automatically convertible upon an initial public offering of Covistat shares or a private sale of a single class of Covistat’s equity securities with gross proceeds of at least $ 2.0 million within a 12-month period. The notes are convertible at the option of the holder at maturity. With respect to an automatic conversion, the conversion price will be the lesser of (a) 80% of the per-share price of the equity securities sold or (b) the price equal to $ 10.0 million divided by the aggregate number of shares of Covistat’s common stock immediately prior to the initial closing of such financing. With respect to an optional conversion, the conversion price will be the price equal to $ 10.0 million divided by the aggregate number of shares of Covistat’s common stock immediately prior to the initial closing of such financing. The conversion is required to be bifurcated from the debt host and measured at fair value with changes in fair value recorded in earnings (see Note 3). During the year ended December 31, 2020, interest expense for all notes payable was recognized in the amounts of $ 381,886 613,610 292,260 666,689 1.2 55.4 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
STOCK-BASED COMPENSATION | NOTE 9 - STOCK-BASED COMPENSATION In 2016, the Company adopted the Ensysce Biosciences, Inc. 2016 Stock Incentive Plan (the “2016 Plan”). The 2016 Plan, as amended in 2019, allows for the issuance of up to 100,000,000 shares of the Company’s common stock pursuant to the grant of non-statutory stock options, incentive stock options and other equity awards. Grants pursuant to the 2016 Plan may be made to the Company’s employees, directors, and consultants. As of December 31, 2020 and 2019, options outstanding under the 2016 Plan totaled 61,265,500 78,265,500, 75,000,000 to 100,000,000 . In March 2019, the Company adopted the 2019 Directors Plan (the “2019 Plan”), which was amended in August 2020. The 2019 Plan as amended allows for the issuance of up to 2,500,000 shares of the Company’s common stock pursuant to the grant of non-statutory stock options. As of December 31, 2020 and 2019, options outstanding under the 2019 Plan totaled 2,300,000 and 300,000 , respectively. In addition to the 2016 Plan and the 2019 Plan, as of December 31, 2020 and 2019, options outstanding under two legacy equity incentive plans (the “Legacy Plans”) totaled 8,247,669 and 8,293,204 respectively. No additional equity awards may be made under the Legacy Plans and the outstanding options will expire if unexercised by certain dates through August 2024. Option Activity During the year ended December 31, 2019, the Company granted fully vested stock options to purchase an aggregate of 45,300,000 10,100,000 35,200,000 During the year ended December 31, 2020, the Company granted stock options to purchase an aggregate of 2,000,000 three 0.22 The Company recognized within general and administrative expense stock-based compensation expense of approximately $ 178,679 6,035,433 no ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the Company’s stock option activities for the years ended December 31, 2020 and 2019: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2018 43,544,606 $ 0.13 7.3 $ 2,209,192 Granted 45,300,000 $ 0.17 9.2 Expired / Forfeited (1,985,902 ) $ 0.03 $ 285,269 Outstanding at December 31, 2019 86,858,704 $ 0.15 8.0 $ 1,923,924 Outstanding at December 31, 2019 86,858,704 0.15 8.0 1,923,924 Granted 2,000,000 $ 0.22 9.3 Expired / Forfeited (17,045,535 ) $ 0.16 $ 106,541 Outstanding at December 31, 2020 71,813,169 $ 0.15 6.8 $ 1,817,383 Exercisable at December 31, 2020 67,479,826 $ 0.15 6.7 $ 1,700,715 Vested and expected to vest 71,813,169 $ 0.15 6.8 $ 1,817,383 Option Valuation The fair value of each stock option granted has been determined using the Black-Scholes option-pricing model. The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS For the years ended December 31, 2020 2019 Expected dividend yield 0.00% 0.00% Expected stock-price volatility 124.0% 105.0% Risk-free interest rate 0.27% 1.52% 2.21% 2.56% Stock price $0.17 $0.17 Expected term (years) 5.8 5.0 ● Expected dividend yield. ● Expected stock-price volatility. ● Risk-free interest rate. ● Expected term. The weighted-average grant date fair value of options granted during the years ended December 31, 2020 and 2019 was $ 0.14 0.13 As of December 31, 2020 and 2019 the Company had an aggregate of $ 159,453 48,438 2.38 ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates and Assumptions | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from the Company’s estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020 and 2019, the assets held in the Trust Account were substantially held in a money market fund that invests primarily in U.S. Treasury Bills. During the year ended December 31, 2020 and 2019, the Company withdrew $ 326,352 836,205 |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Earnings per Share | Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,825,001 The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE 2020 2019 For the year ended December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 3,023 $ 3,940,016 Less: interest available to be withdrawn for payment of taxes (1,390 ) (700,193 ) Net income $ 1,633 $ 3,239,823 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 4,457,537 19,940,154 Basic and diluted net income per share $ 0.00 $ 0.16 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ 2,404,519 $ 365,954 Less: Net income allocable to Common stock subject to possible redemption (1,633 ) (3,239,823 ) Non-Redeemable Net Loss $ 2,402,886 $ (2,873,869 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,367,631 6,081,996 Basic and diluted net income (loss) per share $ 0.38 $ (0.47 ) |
Concentrations of credit risk and off-balance sheet risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times may exceed the federal depository insurance coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Recently Adopted Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions Preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosed in the accompanying notes. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements. The more significant estimates and assumptions by management include, but are not limited to, the valuation allowance of deferred tax assets resulting from net operating losses, the valuation of common stock, warrants, options to purchase the Company’s common stock, and the debt with embedded derivative instruments in notes payable. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. |
Earnings per Share | Earnings per Share The basic earnings per share is calculated by dividing the Company’s net income or loss attributable to common stockholders by the weighted average number of common shares outstanding during the year. The diluted earnings per share is calculated by dividing the Company’s net income attributable to common stockholders by the diluted weighted average number of shares outstanding during the year, determined using the treasury stock method and the average stock price during the year. A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows: SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE 2020 2019 Years Ended December 31, 2020 2019 Numerator: Net income (loss) attributable to common stockholders $ 56,770 $ (10,102,280 ) Denominator: Weighted average shares outstanding, basic 239,465,160 239,465,160 Weighted average dilutive stock options 11,217,415 - Weighted average shares outstanding, diluted 250,682,575 239,465,160 Net income (loss) per share attributable to common stockholders, basic $ 0.00 $ (0.04 ) Net income (loss) per share attributable to common stockholders, diluted 0.00 (0.04 ) The following weighted average shares have been excluded from the calculations of diluted weighted average shares outstanding because they would have been anti-dilutive: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION Years Ended December 31, 2020 2019 Stock options 55,281,877 78,976,701 Warrants 300,000 236,986 Total 55,581,877 79,213,687 |
Concentrations of credit risk and off-balance sheet risk | Concentrations of credit risk and off-balance sheet risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no financial instruments with off-balance sheet risk of loss. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“the FASB”) issued ASU 2018-13, Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), and has since issued amendments thereto, related to the accounting for leases (collectively referred to as “ASC 842”). ASC 842 establishes a right-of-use, or ROU, model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statement of operations. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Entities have the option to continue to apply historical accounting under Topic 840, including its disclosure requirements, in comparative periods presented in the year of adoption. An entity that elects this option will recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption instead of the earliest period presented. The Company adopted ASU 2016-02 on January 1, 2020 with no material impact to the consolidated financial statements. |
Immaterial Correction of Error | Immaterial Correction of Error In February 2021, the Company concluded that due to an error in the measurement of the fair value of embedded derivatives as of December 31, 2019, the 2019 balance sheet would be adjusted. The change resulted in an increase in the fair value of the embedded derivatives of approximately $ 269,000 with a corresponding increase in the change in fair value of derivative liabilities presented in the consolidated statement of operations. The Company, in consultation with the Audit Committee of the Board of Directors, evaluated the effect of these adjustments on the Company’s consolidated financial statements under ASC 250, Accounting Changes and Error Corrections Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements |
Reclassification | Reclassification The Company reclassified $ 11,331 of accrued and unpaid interest on convertible debt from notes payable to accrued expenses and other liabilities in order to consistently present its consolidated financial statements. The reclassification did not impact net income. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Property and Equipment | Property and Equipment Property and equipment include office and laboratory equipment that is recorded at cost and depreciated using the straight-line method over the estimated useful lives of five six 201 201 Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company will recognize an impairment loss only if the carrying amount is not recoverable through its undiscounted cash flows and measure any impairment loss based on the difference between the carrying amount and estimated fair value. There were no such losses for the years ended December 31, 2020 and December 31, 2019. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine whether such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract and the features of the derivatives. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s consolidated balance sheet. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS During the years ended December 31, 2020 and 2019, the Company entered into a series of notes that were determined to have embedded derivative instruments in the form of a contingent put option. The notes are recognized at the value of proceeds received after allocating issuance proceeds to the bifurcated contingent put option. The notes are subsequently measured at amortized cost using the effective interest method to accrete interest over their term to bring the notes’ initial carrying value to their principal balance at maturity. The bifurcated put option is initially measured at fair value and subsequently measured at fair value with changes in fair value recognized as a component of other expenses in the consolidated statements of operations (see Note 7). The notes and the contingent put option are classified as either long-term or short-term liabilities based on the maturity date of the related loan. |
Federal Grants | Federal Grants In September 2018, the National Institutes of Health (“NIH”) through the National Institute on Drug Abuse awarded the Company a research and development grant related to the development of its MPAR overdose prevention technology (the “MPAR Grant”). The total approved budget for the two-year period was approximately $ 5.4 3.2 2.2 1.1 In August 2019, the grant was amended such that the approved budget for the two-year period decreased to approximately $ 5.1 2.1 3.0 In September 2019, the NIH/National Institute on Drug Abuse awarded the Company a second research and development grant related to the development of its TAAP/MPAR abuse deterrent technology (the “TAAP/MPAR Grant”). The total approved budget for the two-year period was approximately $ 5.4 The Company concluded the government grants are not within the scope of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers Not-for-Profit-Entities-Revenue Recognition Revenue recognized under the MPAR Grant was approximately $ 3,037,234 1,706,508 893,975 57,453 Amounts requested or eligible to be requested through the NIH payment management system, but for which cash has not been received, are presented as an unbilled receivable on the Company’s consolidated balance sheet. As all amounts are expected to be remitted timely, no valuation allowances are recorded. |
Research and Development Costs | Research and Development Costs The Company’s research and development expenses consist primarily of third-party research and development expenses, consulting expenses, animal and clinical studies, and any allocable direct overhead, including facilities and depreciation costs, as well as salaries, payroll taxes, and employee benefits for those individuals directly involved in ongoing research and development efforts. Research and development expenses are charged to expense as incurred. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist primarily of personnel costs associated with the Company’s executive, finance, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Fair Value Measurement | Fair Value Measurement ASC 820, Fair Value Measurements The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made by the Company. ASC 820 requires all entities to disclose the fair value of financial instruments, both assets and liabilities, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2020 and 2019, the recorded values of cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses and other liabilities approximate their fair values due to the short-term nature of these items. As of December 31, 2020, the carrying value of outstanding notes payable approximates the estimated aggregate fair value as the embedded contingent put option is recognized at fair value and classified with the debt host. The fair value estimate of the embedded put is based on the probability-weighted discounted value of the put feature as of December 31, 2020 and 2019. The estimated fair value of the embedded put represents a Level 3 measurement. The following table presents assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2020 Total Level 1 Level 2 Level 3 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 670,262 $ - $ - $ 670,262 December 31, 2019 Total Level 1 Level 2 Level 3 Contingent put option $ 2,646,347 $ - $ - $ 2,646,347 Total $ 2,646,347 $ - $ - $ 2,646,347 The following table summarizes the change in fair value of the Company’s Level 3 contingent put options: SCHEDULE OF CHANGES IN FAIR VALUE OF CONTINGENT PUT OPTIONS December 31, 2020 2019 Beginning fair value $ 2,646,347 $ 1,657,072 Issuance 471,823 414,188 Change in fair value (2,447,908 ) 575,087 Ending fair value $ 670,262 $ 2,646,347 See Note 7 for further details on the embedded contingent put option. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
Stock-based Compensation | Stock-based Compensation The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards using a graded amortization approach. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. For the years ended December 31, 2020 and 2019, stock-based compensation costs are recorded in general and administrative expenses in the consolidated statements of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 31, 2021 and interim periods within that year. Early adoption is permitted. The Company is evaluating the impact of ASU 2019-12 on the consolidated financial statements. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Topic 470) to address issues identified as a result of the complexity with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock, resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Certain types of convertible instruments will continue to be subject to separation models: (a) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (b) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. For convertible instruments, the contracts primarily affected are those with beneficial conversions or cash conversion features as the accounting models for those specific features have been removed. For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features that are accounted for as derivatives due to a failure to meet the settlement conditions of the derivatives scope exceptions. The FASB simplified the settlement assessment by removing the requirements to (a) consider whether the contract would be settled in registered shares, (b) to consider whether collateral is required to be posted, and (c) assess shareholder rights. The FASB also decided to enhance information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities must adopt the guidance as of the beginning of its annual fiscal year and a modified retrospective or fully retrospective transition approach is permitted. The Company is evaluating the impact of ASU 2020-06 on the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE 2020 2019 For the year ended December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 3,023 $ 3,940,016 Less: interest available to be withdrawn for payment of taxes (1,390 ) (700,193 ) Net income $ 1,633 $ 3,239,823 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 4,457,537 19,940,154 Basic and diluted net income per share $ 0.00 $ 0.16 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ 2,404,519 $ 365,954 Less: Net income allocable to Common stock subject to possible redemption (1,633 ) (3,239,823 ) Non-Redeemable Net Loss $ 2,402,886 $ (2,873,869 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,367,631 6,081,996 Basic and diluted net income (loss) per share $ 0.38 $ (0.47 ) |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE | SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE 2020 2019 Years Ended December 31, 2020 2019 Numerator: Net income (loss) attributable to common stockholders $ 56,770 $ (10,102,280 ) Denominator: Weighted average shares outstanding, basic 239,465,160 239,465,160 Weighted average dilutive stock options 11,217,415 - Weighted average shares outstanding, diluted 250,682,575 239,465,160 Net income (loss) per share attributable to common stockholders, basic $ 0.00 $ (0.04 ) Net income (loss) per share attributable to common stockholders, diluted 0.00 (0.04 ) |
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION | The following weighted average shares have been excluded from the calculations of diluted weighted average shares outstanding because they would have been anti-dilutive: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION Years Ended December 31, 2020 2019 Stock options 55,281,877 78,976,701 Warrants 300,000 236,986 Total 55,581,877 79,213,687 |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | The following table presents assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2020 Total Level 1 Level 2 Level 3 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 670,262 $ - $ - $ 670,262 December 31, 2019 Total Level 1 Level 2 Level 3 Contingent put option $ 2,646,347 $ - $ - $ 2,646,347 Total $ 2,646,347 $ - $ - $ 2,646,347 |
SCHEDULE OF CHANGES IN FAIR VALUE OF CONTINGENT PUT OPTIONS | The following table summarizes the change in fair value of the Company’s Level 3 contingent put options: SCHEDULE OF CHANGES IN FAIR VALUE OF CONTINGENT PUT OPTIONS December 31, 2020 2019 Beginning fair value $ 2,646,347 $ 1,657,072 Issuance 471,823 414,188 Change in fair value (2,447,908 ) 575,087 Ending fair value $ 670,262 $ 2,646,347 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SCHEDULE OF INCOME TAXES BENEFIT | The provision for income taxes consists of the following: SCHEDULE OF INCOME TAX PROVISION 2020 2019 Year Ended December 31, 2020 2019 Federal: Current $ 244,493 $ 556,964 Deferred — (1,764 ) State and Local: Current — — Deferred — — Change in valuation allowance — — Income tax provision $ 244,493 $ 555,200 |
SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION 2020 2019 As of December 31, 2020 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % True-ups (11.8 )% 0.7 % Business Combination expenses 0.0 % 38.5 % Income tax provision 9.2 % 60.2 % |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SCHEDULE OF INCOME TAXES BENEFIT | Income (loss) before provision for income taxes consisted of the following: SCHEDULE OF INCOME TAXES BENEFIT Year ending December 31, 2020 2019 United States $ (159,275 ) $ (10,100,680 ) |
SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION | The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION Year ending December 31, 2020 2019 Statutory rate 21.0 % 21.0 % State tax -30.7 % 6.4 % Stock based compensation 0.0 % -0.1 % Change in valuation allowance 17.0 % -27.3 % Other permanent items -0.3 % 0.0 % Nondeductible interest expense -7.0 % 0.0 % Total 0.0 % 0.0 % |
SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) | The federal and state income tax provision (benefit), included in general and administrative expenses in the consolidated statements of operations, is summarized as follows: SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) 2020 2019 Year ending December 31, 2020 2019 Current state provision $ 1,600 $ 1,600 |
SCHEDULE OF DEFERRED TAX ASSETS | The Company’s deferred tax assets were comprised of the following as of December 31, 2020 and 2019: SCHEDULE OF DEFERRED TAX ASSETS 2020 2019 As of December 31, 2020 2019 Deferred tax assets: Net operating loss tax carryforwards $ 23,332,247 $ 22,826,050 Tax credits 2,663,350 2,547,986 Fixed assets and intangibles 63,047 79,453 Other 20,248 200,261 Stock-based compensation 1,798,263 2,316,380 Total deferred tax assets 27,877,155 27,970,130 Deferred tax liabilities: Convertible notes: embedded derivatives (81,603 ) - Valuation allowance (27,795,552 ) (27,970,130 ) Net deferred tax assets $ - $ - |
SCHEDULE OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS | Net operating losses and tax credit carryforwards as of December 31, 2020 are as follows: SCHEDULE OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS Amount Expiration years Net operating losses, federal (Post December 31, 2017) $ 4,220,846 Indefinite Net operating losses, federal (Pre January 1, 2018) 84,007,935 2024-2037 Net operating losses, state 68,792,637 2028-2040 Tax credits, federal 2,344,011 2028-2040 Tax credits, state 1,528,444 Indefinite |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENTS | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENTS Description Level December 31, 2020 December 31, 2019 Assets: Marketable securities held in Trust Account 1 $ 12,628,170 $ 195,312,177 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | Prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2020 2019 As of December 31, 2020 2019 Prepaid research and development $ 112,966 $ 68,815 Prepaid insurance 17,158 32,187 Prepaid rent - 2,500 Total prepaid expenses and other current assets $ 130,124 $ 103,502 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES | Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES 2020 2019 As of December 31, 2020 2019 Accrued research and development $ 72,906 $ 1,141,727 Deferred grant revenue 159,047 279,808 Accrued scientific advisory board fees 60,032 58,794 Other accrued liabilities 52,807 11,331 Total accrued expenses and other liabilities $ 344,792 $ 1,491,660 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SCHEDULE OF NOTES PAYABLE | The following table provides a summary of the Company’s outstanding debt as of December 31, 2020: SCHEDULE OF NOTES PAYABLE Principal balance Accrued interest Unamortized debt discount Net debt balance 2015 convertible notes $ 100,000 $ 28,671 $ - $ 128,671 2018 convertible notes 3,500,000 727,905 (783,124 ) 3,444,781 2020 promissory notes 100,000 1,694 - 101,694 2020 convertible notes 700,000 29,726 (159,790 ) 569,936 Total $ 4,400,000 $ 787,996 $ (942,914 ) $ 4,245,082 The following table provides a summary of the Company’s outstanding debt as of December 31, 2019: Principal balance Accrued interest Unamortized debt discount Net debt balance 2015 convertible notes $ 100,000 $ 23,658 $ - $ 123,658 2018 convertible notes 3,200,000 382,452 (1,084,703 ) 2,497,749 Total $ 3,300,000 $ 406,110 $ (1,084,703 ) $ 2,621,407 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
SCHEDULE OF WARRANTS MEASURED USING BLACK-SCHOLES MODEL | SCHEDULE OF WARRANTS MEASURED USING BLACK-SCHOLES MODEL 2019 warrants Stock price $ 0.17 Exercise price $ 0.20 Expected term (years) 10 Volatility 59.9 % Risk free rate 1.9 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) - Ensysce Biosciences, Inc [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes the Company’s stock option activities for the years ended December 31, 2020 and 2019: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2018 43,544,606 $ 0.13 7.3 $ 2,209,192 Granted 45,300,000 $ 0.17 9.2 Expired / Forfeited (1,985,902 ) $ 0.03 $ 285,269 Outstanding at December 31, 2019 86,858,704 $ 0.15 8.0 $ 1,923,924 Outstanding at December 31, 2019 86,858,704 0.15 8.0 1,923,924 Granted 2,000,000 $ 0.22 9.3 Expired / Forfeited (17,045,535 ) $ 0.16 $ 106,541 Outstanding at December 31, 2020 71,813,169 $ 0.15 6.8 $ 1,817,383 Exercisable at December 31, 2020 67,479,826 $ 0.15 6.7 $ 1,700,715 Vested and expected to vest 71,813,169 $ 0.15 6.8 $ 1,817,383 |
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS | The fair value of each stock option granted has been determined using the Black-Scholes option-pricing model. The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS For the years ended December 31, 2020 2019 Expected dividend yield 0.00% 0.00% Expected stock-price volatility 124.0% 105.0% Risk-free interest rate 0.27% 1.52% 2.21% 2.56% Stock price $0.17 $0.17 Expected term (years) 5.8 5.0 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 05, 2020 | Nov. 24, 2020 | Jun. 26, 2020 | Jun. 25, 2020 | Mar. 31, 2020 | Mar. 26, 2020 | Mar. 04, 2020 | Jan. 15, 2020 | Dec. 05, 2019 | Dec. 05, 2017 | Nov. 26, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 01, 2020 |
Property, Plant and Equipment [Line Items] | |||||||||||||||
Entity incorporation, date | Sep. 11, 2017 | ||||||||||||||
Transaction costs | $ 11,548,735 | ||||||||||||||
Underwriting fees | 4,000,000 | ||||||||||||||
Deferred underwriting fees | 7,000,000 | ||||||||||||||
Offering cost | $ 548,735 | ||||||||||||||
Minimum percentage of trust account required for business combination | 80.00% | ||||||||||||||
Percentage of outstanding voting securities | 50.00% | ||||||||||||||
Pro rata interest earned on funds held in trust account | $ 10 | ||||||||||||||
Amount of threshold tangible assets | $ 5,000,001 | ||||||||||||||
Stockholders elected to redeem aggregate of shares of common stock | 38,015 | 776,290 | 16,837,678 | 1,123,749 | |||||||||||
Aggregate of amount released from company's trust account to pay such stockholders | $ 393,380 | $ 8,099,292 | $ 176,283,492 | $ 11,583,473 | |||||||||||
Aggregate of amount per share released from company's trust account to pay such stockholders | $ 10.34 | $ 10.43 | $ 10.47 | $ 10.31 | |||||||||||
Contribution price per share | $ 10 | $ 0.03 | $ 0.03 | ||||||||||||
Aggregate contribution amount deposited into trust account | $ 2,265,150 | ||||||||||||||
Warrant exercise price per share | $ 11.50 | ||||||||||||||
Redemption of common stock | $ 136,283,492 | 184,776,163 | $ 11,583,473 | ||||||||||||
Due to officers or stockholders, current | $ 40,000,000 | ||||||||||||||
Aggregate amount of expenses | $ 1,000,000 | ||||||||||||||
Warrant to purchase of common stock | 1,000,001 | ||||||||||||||
Cash held outside of trust account available for working capital purposes | 49,202 | ||||||||||||||
Securities held in trust account | 12,628,170 | $ 195,312,177 | |||||||||||||
Working capital deficit | 127,869 | ||||||||||||||
Prepaid income and franchise taxes | 93,929 | ||||||||||||||
GTWY Expense Advance Agreement [Member] | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Fund contributions to trust account | $ 566,288 | ||||||||||||||
Expense Advancement Agreement [Member] | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Proceeds from Unsecured Notes Payable | $ 1,000,000 | ||||||||||||||
Warrant exercise price per share | $ 1 | ||||||||||||||
Amount available for drawdown | $ 75,000 | ||||||||||||||
Forecast [Member] | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Business combination, description | The Company has until June 30, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay franchise and income taxes (less up to $75,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be less than the $10.00 per Unit in the Initial Public Offering. | ||||||||||||||
Percentage of redemption of company's outstanding public shares | 100.00% | ||||||||||||||
Maximum additonal fund for liquidation expenses paid | $ 75,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Warrant exercise price per share | $ 0.01 | ||||||||||||||
IPO [Member] | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Number of units issued in transaction | 20,000,000 | 20,000,000 | |||||||||||||
Gross proceeds from issuance offering | $ 200,000,000 | ||||||||||||||
Net proceeds from issuance equity held in trust account | $ 200,000,000 | ||||||||||||||
Value of shares issued in private placement | $ 10 | ||||||||||||||
Warrant exercise price per share | 11.50 | ||||||||||||||
IPO [Member] | Maximum [Member] | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Value of shares issued in private placement | 10 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Warrant exercise price per share | $ 11.50 | ||||||||||||||
Private Placement [Member] | Warrant [Member] | Sponsors [Member] | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Number of units issued in transaction | 6,825,000 | 6,825,000 | |||||||||||||
Unit price of shares issued | $ 1 | ||||||||||||||
Proceeds from issuance of warrant private placement | $ 6,825,000 | $ 6,825,000 | |||||||||||||
Warrant exercise price per share | $ 1 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Interest earned on marketable securities held in Trust Account | $ 3,023 | $ 3,940,016 |
Less: interest available to be withdrawn for payment of taxes | (1,390) | (700,193) |
Net income | $ 1,633 | $ 3,239,823 |
Basic and diluted weighted average shares outstanding | 4,457,537 | 19,940,154 |
Basic and diluted net income per share | $ 0 | $ 0.16 |
Net loss | $ 2,404,519 | $ 365,954 |
Less: Net income allocable to Common stock subject to possible redemption | (1,633) | (3,239,823) |
Non-Redeemable Net Loss | $ 2,402,886 | $ (2,873,869) |
Basic and diluted weighted average shares outstanding | 6,367,631 | 6,081,996 |
Basic and diluted net income (loss) per share | $ 0.38 | $ (0.47) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Aug. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Interest income from trust account | $ 326,352 | $ 836,205 | |||
Antidilutive Securities earnings per share, amount | 17,825,001 | ||||
Federal depository insurance coverage | $ 250,000 | ||||
Ensysce Biosciences, Inc [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive Securities earnings per share, amount | 55,581,877 | 79,213,687 | |||
Depreciation expense | $ 201 | $ 201 | |||
[custom:IncreaseDecreaseInFairValueOfEmbeddedDerivatives] | 269,000 | ||||
Ensysce Biosciences, Inc [Member] | M P A R Grant [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Research and development description | In August 2019, the grant was amended such that the approved budget for the two-year period decreased to approximately $5.1 million ($2.1 million and $3.0 million in years 1 and 2, respectively). | The total approved budget for the two-year period was approximately $5.4 million ($3.2 million and $2.2 million in years 1 and 2 respectively) of which the Company must contribute $1.1 million in the first year of the grant. | |||
Approved budget for research and development | $ 5,100,000 | $ 5,400,000 | |||
Revenue recognized | 3,037,234 | 1,706,508 | |||
Ensysce Biosciences, Inc [Member] | M P A R Grant [Member] | Years One [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Approved budget for research and development | 2,100,000 | 3,200,000 | |||
Company contribution for research and development | 1,100,000 | ||||
Ensysce Biosciences, Inc [Member] | M P A R Grant [Member] | Years Two [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Approved budget for research and development | $ 3,000,000 | $ 2,200,000 | |||
Ensysce Biosciences, Inc [Member] | T A A P M P A R Grant [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Approved budget for research and development | $ 5,400,000 | ||||
Revenue recognized | $ 893,975 | $ 57,453 | |||
Ensysce Biosciences, Inc [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 5 years | ||||
Ensysce Biosciences, Inc [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 6 years | ||||
Ensysce Biosciences, Inc [Member] | Convertible Debt [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Debt Instrument, Increase, Accrued Interest | $ 11,331 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | Dec. 05, 2017 | Dec. 31, 2020 | Jun. 25, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Warrant exercise price | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 20,000,000 | 20,000,000 | |
Unit price | $ 10 | ||
Public warrant description | Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 7). | ||
Warrant exercise price | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Dec. 05, 2020 | Dec. 05, 2017 | Dec. 31, 2020 | Jun. 25, 2020 |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Exercise price | $ 11.50 | |||
Private Placement [Member] | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Exercise price | $ 11.50 | |||
Warrant [Member] | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Exercise price | $ 0.01 | |||
Sponsors [Member] | Warrant [Member] | Private Placement [Member] | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Number of units issued in transaction | 6,825,000 | 6,825,000 | ||
Exercise price | $ 1 | |||
Proceeds from issuance of warrant private placement | $ 6,825,000 | $ 6,825,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | Feb. 24, 2021 | Feb. 23, 2021 | Jun. 30, 2020 | Jan. 05, 2020 | Jan. 15, 2018 | Dec. 05, 2017 | Dec. 01, 2017 | Sep. 11, 2017 | Jan. 31, 2021 | Nov. 30, 2020 | Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 10, 2021 | Mar. 31, 2019 |
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument, decrease, forgiveness | $ 75,000 | ||||||||||||||
DescriptionOfExpenseAdvancementAgreement | The expense advancement agreement was amended to increase the total amount of advances available to the Company under the agreement by an additional $ | ||||||||||||||
Proceeds from Related Party Debt | $ 1,225,000 | ||||||||||||||
Aggregate working capital loans. | 225,000 | ||||||||||||||
Banking Regulation, Total Capital, Actual | $ 1,000,000 | ||||||||||||||
Ensysce Biosciences, Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,000,000 | 45,300,000 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.22 | $ 0.17 | |||||||||||||
Accounts payable | $ 12,989 | ||||||||||||||
Number of options immediately vesting issued | 71,813,169 | ||||||||||||||
Exercise price of options immediately vesting | $ 0.15 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Additional loan commitment amount | $ 160,000 | ||||||||||||||
Related party outstanding amoount | $ 460,000 | ||||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds from convertible notes | $ 50,000 | ||||||||||||||
Administrative Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds from Related Party Debt | $ 225,000 | $ 300,000 | |||||||||||||
Administrative Services Agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds from Related Party Debt | $ 460,000 | ||||||||||||||
Chief Executive Officer [Member] | Ensysce Biosciences, Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,100,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.17 | ||||||||||||||
Cash compensation | $ 129,890 | ||||||||||||||
Two Non Employees [Member] | Ensysce Biosciences, Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number of options immediately vesting issued | 100,000 | ||||||||||||||
Exercise price of options immediately vesting | $ 0.17 | ||||||||||||||
Board of Directors Chairman [Member] | Ensysce Biosciences, Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds from convertible notes | 2,500,000 | $ 2,200,000 | |||||||||||||
Two Members of Board of Directors Including CEO [Member] | Ensysce Biosciences, Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds from convertible notes | 100,000 | ||||||||||||||
Sponsors [Member] | Unsecured Promissory Notes [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument, decrease, forgiveness | $ 71,000 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,000,000 | ||||||||||||||
Sponsors [Member] | Administrative Services Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Payment for administrative fees | $ 10,000 | ||||||||||||||
Administrative fees | $ 60,000 | $ 120,000 | |||||||||||||
Sponsors [Member] | Founder Shares [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number of units issued in transaction | 7,187,500 | ||||||||||||||
Purchase price of shares issued | $ 25,000 | ||||||||||||||
Maximum shares subject to forfeited | 1,437,500 | ||||||||||||||
Number of shares outstanding | 5,750,000 | ||||||||||||||
Percentage of issued and outstanding shares | 20.00% | ||||||||||||||
Description of initial stockholders | (i) one year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. | ||||||||||||||
Sponsors [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number of shares outstanding | 5,000,000 | ||||||||||||||
Number of shares subject to forfeited, shares | 750,000 | ||||||||||||||
Underwriters [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number of shares subject to forfeited, shares | 750,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Jan. 31, 2021 | Nov. 23, 2020 | Dec. 05, 2019 | Dec. 02, 2017 | Aug. 30, 2020 | Dec. 27, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 25, 2020 | Aug. 31, 2019 | Feb. 28, 2013 |
Entity Listings [Line Items] | |||||||||||
forgiveness of accounts payable | $ 3,298,207 | ||||||||||
Warrant exercise price | $ 11.50 | ||||||||||
Deferred underwriting fee payable | 6,750,000 | 7,000,000 | |||||||||
Strategic investor subscription agreement, description | In connection with previously proposed business combination transaction with GTWY Holdings, an amendment to the Contingent Forward Purchase Contract was effected on December 27, 2019 to provide that the Contingent Forward Purchase Contract would terminate as of, and contingent upon, the closing of the transaction with GTWY Holdings such that the strategic investor would instead purchase 3,000,000 units of GTWY Holdings’ equity securities (with each unit consisting of one GTWY Holdings Share and one-half of one GTWY Holdings Warrant) for a purchase price of $10.00 per unit. | ||||||||||
Ensysce Biosciences, Inc [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Promissory note | 4,245,082 | 2,621,407 | |||||||||
Future lease payments | 25,500 | ||||||||||
Total rent expenses | $ 36,645 | $ 32,593 | |||||||||
Underwriters [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Deferred fees | $ 250,000 | ||||||||||
Private Placement [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Warrant exercise price | $ 11.50 | ||||||||||
Warrant [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Warrant exercise price | $ 0.01 | ||||||||||
Warrant [Member] | Ensysce Biosciences, Inc [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Warrant exercise price | $ 0.20 | $ 0.41 | |||||||||
Subsequent Event [Member] | GTWY Holdings [Member] | Warrant [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Warrant exercise price | $ 1 | ||||||||||
Conversion of stock, shares converted | 566,288 | ||||||||||
Gateway Promissory Note [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Promissory note | $ 566,268 | ||||||||||
GTWY Expense Advance Agreement [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Fund contributions to trust account | $ 566,288 | ||||||||||
Underwriters Agreement [Member] | Over-Allotment Option [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Description of underwriting | The underwriters of the Initial Public Offering are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $7,000,000. Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee may be paid to third parties (who are members of FINRA) that assist the Company in consummating its initial Business Combination. | ||||||||||
Underwriters Agreement [Member] | Over-Allotment Option [Member] | Underwriters [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Percentage of deferred fees | 3.50% | ||||||||||
Proceeds from underwriter option | $ 7,000,000 | ||||||||||
Deferred fees Per share value | $ 0.05 | ||||||||||
Contingent Forward Purchase Contract [Member] | HG Vora [Member] | Private Placement [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Proceeds from sale of Private Placement Warrants | $ 62,500,000 | ||||||||||
Number of units issued in transaction | 6,250,000 | ||||||||||
Unit price (in dollars per unit) | $ 10 | ||||||||||
Equity shares Issuable | 3,000,000 | ||||||||||
Lease Agreement [Member] | Ensysce Biosciences, Inc [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Lease commencement date | Oct. 1, 2020 | ||||||||||
Lease termination date | Oct. 31, 2021 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Jan. 15, 2018 | Dec. 31, 2020 | Jun. 25, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Feb. 28, 2013 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, issued | 0 | 0 | ||||
Preferred stock, outstanding | 0 | 0 | ||||
Common stock, authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, rights | Holders of the Company’s common stock are entitled to one vote for each share. | |||||
Common stock, shares issued | 6,219,174 | 6,375,178 | ||||
Common stock, shares outstanding | 6,219,174 | 6,375,178 | ||||
Common stock subject to possible redemption,at redemption value | 5,094 | 17,501,073 | ||||
Warrant exercise price | $ 11.50 | |||||
Ensysce Biosciences, Inc [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock, authorized | 50,000,000 | 50,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.000025 | $ 0.000025 | ||||
Preferred stock, issued | 0 | 0 | ||||
Preferred stock, outstanding | 0 | 0 | ||||
Common stock, authorized | 500,000,000 | 500,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.000025 | $ 0.000025 | ||||
Common stock, shares issued | 239,465,160 | 239,465,160 | ||||
Common stock, shares outstanding | 239,465,160 | 239,465,160 | ||||
Warrant [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrant term | five years | |||||
Warrant exercise price | $ 0.01 | |||||
Description of sale price of common stock | the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders | |||||
Warrant [Member] | Ensysce Biosciences, Inc [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrant exercise price | $ 0.20 | $ 0.41 | ||||
Warrant to purchase of common stock | 100,000 | 200,000 | ||||
Over-Allotment Option [Member] | Founder Shares [Member] | Underwriters [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares subject to forfeited | 750,000 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 244,493 | $ 556,964 |
Deferred | (1,764) | |
Current | ||
Deferred | ||
Change in valuation allowance | ||
Income tax provision | $ 244,493 | $ 555,200 |
SCHEDULE OF FEDERAL INCOME TAX
SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Statutory rate | 21.00% | 21.00% |
Other permanent items | (11.80%) | 0.70% |
Business Combination expenses | 0.00% | 38.50% |
Total | 9.20% | 60.20% |
Ensysce Biosciences, Inc [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Statutory rate | 21.00% | 21.00% |
Other permanent items | (0.30%) | 0.00% |
Total | 0.00% | 0.00% |
State tax | (30.70%) | 6.40% |
Stock based compensation | 0.00% | (0.10%) |
Change in valuation allowance | 17.00% | (27.30%) |
Nondeductible interest expense | (7.00%) | 0.00% |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account | $ 12,628,170 | $ 195,312,177 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Feb. 24, 2021USD ($) | Feb. 23, 2021USD ($) | Jan. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2021USD ($)$ / sharesshares | Nov. 30, 2020USD ($) | Oct. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Jun. 25, 2020$ / shares | Aug. 31, 2019$ / sharesshares | Feb. 28, 2013$ / sharesshares |
Subsequent Event [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Warrant exercise price | $ 11.50 | ||||||||||
Proceeds from Related Party Debt | $ | $ 1,225,000 | ||||||||||
Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant exercise price | $ 0.01 | ||||||||||
IPO [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant exercise price | 11.50 | ||||||||||
Private Placement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant exercise price | 11.50 | ||||||||||
Administrative Services Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from Related Party Debt | $ | $ 225,000 | $ 300,000 | |||||||||
Ensysce Biosciences, Inc [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, par value | $ 0.000025 | $ 0.000025 | |||||||||
Ensysce Biosciences, Inc [Member] | Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant exercise price | $ 0.20 | $ 0.41 | |||||||||
Warrant to purchase of common stock | shares | 100,000 | 200,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Additional loan commitment amount | $ | $ 160,000 | ||||||||||
Subsequent Event [Member] | GTWY Holdings [Member] | Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant exercise price | $ 1 | $ 1 | |||||||||
Conversion of stock, shares converted | shares | 566,288 | ||||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Business combination, consideration | $ | $ 2,000,000 | ||||||||||
Subsequent Event [Member] | Administrative Services Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from Related Party Debt | $ | $ 460,000 | ||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Business acquisition exchange ratio of common stock issued | 0.06585 | ||||||||||
Proceeds from convertible promissory note | $ | $ 50,000 | ||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Private Placement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant to purchase of common stock | shares | 500,000 | 500,000 | |||||||||
Number of common stock issued | shares | 500,000 | ||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Merger Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Business acquisition exchange ratio of common stock issued | 0.06585 |
Consolidated Balance Sheets (En
Consolidated Balance Sheets (Ensysce Biosciences, Inc.) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Total current assets | $ 226,464 | $ 1,199,722 |
Total assets | 12,854,634 | 196,511,899 |
Current liabilities: | ||
Accounts payable | 260,404 | 2,771,025 |
Total current liabilities | 260,404 | 2,771,025 |
Total liabilities | 7,801,692 | 10,337,313 |
Commitments and contingencies (Note 6) | ||
Stockholders’ deficit | ||
Preferred stock, $0.000025 par value, 50,000,000 shares authorized, no shares issued and outstanding at December 31, 2020 and 2019 | ||
Common stock, $0.000025 par value, 500,000,000 shares authorized; 239,465,160 shares issued and outstanding at December 31, 2020 and 2019 | 622 | 638 |
Accumulated deficit | 4,999,385 | 2,456,794 |
Total Ensysce Biosciences, Inc. stockholders’ deficit | 5,000,007 | 5,000,001 |
Total stockholders’ deficit | 5,000,007 | 5,000,001 |
Total liabilities and stockholders’ deficit | 12,854,634 | 196,511,899 |
Ensysce Biosciences, Inc [Member] | ||
Current assets: | ||
Cash and cash equivalents | 194,214 | 341,536 |
Unbilled receivable | 173,552 | |
Right-of-use asset | 23,538 | |
Prepaid expenses and other current assets | 130,124 | 103,502 |
Total current assets | 347,876 | 618,590 |
Property and equipment, net | 151 | 351 |
Other assets | 3,780 | 5,000 |
Total assets | 351,807 | 623,941 |
Current liabilities: | ||
Accounts payable | 1,724,598 | 540,778 |
Accrued expenses and other liabilities | 344,792 | 1,491,660 |
Lease liability | 25,500 | |
Notes payable and accrued interest | 4,245,082 | 2,621,407 |
Embedded derivative on convertible notes | 670,262 | 2,646,347 |
Total current liabilities | 7,010,234 | 7,300,192 |
Total liabilities | 7,010,234 | 7,300,192 |
Commitments and contingencies (Note 6) | ||
Stockholders’ deficit | ||
Preferred stock, $0.000025 par value, 50,000,000 shares authorized, no shares issued and outstanding at December 31, 2020 and 2019 | ||
Common stock, $0.000025 par value, 500,000,000 shares authorized; 239,465,160 shares issued and outstanding at December 31, 2020 and 2019 | 5,987 | 5,987 |
Additional paid-in capital | 49,511,927 | 49,333,248 |
Accumulated deficit | (55,958,716) | (56,015,486) |
Total Ensysce Biosciences, Inc. stockholders’ deficit | (6,440,802) | (6,676,251) |
Noncontrolling interest in stockholders’ deficit | (217,625) | |
Total stockholders’ deficit | (6,658,427) | (6,676,251) |
Total liabilities and stockholders’ deficit | $ 351,807 | $ 623,941 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Ensysce Biosciences, Inc.) (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Outstanding | 6,219,174 | 6,375,178 |
Common Stock, Shares, Issued | 6,219,174 | 6,375,178 |
Ensysce Biosciences, Inc [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Preferred stock, par value | $ 0.000025 | $ 0.000025 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.000025 | $ 0.000025 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Outstanding | 239,465,160 | 239,465,160 |
Common Stock, Shares, Issued | 239,465,160 | 239,465,160 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Ensysce Biosciences, Inc.) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||
Total operating expenses | $ 1,368,841 | $ 3,328,674 |
Loss from operations | (1,368,841) | (3,328,674) |
Other income (expense): | ||
Net loss | 2,404,519 | 365,954 |
Net income (loss) attributable to common stockholders | 2,404,519 | 365,954 |
Ensysce Biosciences, Inc [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Federal grants | 3,931,209 | 1,763,961 |
Operating expenses: | ||
Research and development | 4,389,579 | 3,402,301 |
General and administrative | 1,154,917 | 6,929,904 |
Total operating expenses | 5,544,496 | 10,332,205 |
Loss from operations | (1,613,287) | (8,568,244) |
Other income (expense): | ||
Change in fair value of derivative liability | 2,447,908 | (575,087) |
Interest expense | (995,496) | (958,949) |
Total other income (expense), net | 1,452,412 | (1,534,036) |
Net loss | (160,875) | (10,102,280) |
Net loss attributable to noncontrolling interests | (217,645) | |
Net income (loss) attributable to common stockholders | $ 56,770 | $ (10,102,280) |
Net income (loss) per basic share: | ||
Net income (loss) per share attributable to common stockholders, basic | $ 0 | $ (0.04) |
Weighted average common shares outstanding, basic | 239,465,160 | 239,465,160 |
Net income (loss) per diluted share: | ||
Net income (loss) per share attributable to common stockholders, diluted | $ 0 | $ (0.04) |
Weighted average common shares outstanding, diluted | 250,682,575 | 239,465,160 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Ensysce Biosciences, Inc.) - USD ($) | Common Stock [Member]Ensysce Biosciences, Inc [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Ensysce Biosciences, Inc [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member]Ensysce Biosciences, Inc [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member]Ensysce Biosciences, Inc [Member] | Ensysce Biosciences, Inc [Member] | Total |
Balance on December 31, 2019 at Dec. 31, 2018 | $ 5,987 | $ 43,287,315 | $ (45,913,206) | $ (2,619,904) | $ 5,000,001 | ||||
Balance, shares at Dec. 31, 2018 | 239,465,160 | 6,039,072 | |||||||
Issuance of common stock warrants | 10,500 | 10,500 | |||||||
Stock-based compensation | 6,035,433 | 6,035,433 | |||||||
Net income (loss) | (10,102,280) | (10,102,280) | 365,954 | ||||||
Balance on December 31, 2020 at Dec. 31, 2019 | $ 5,987 | 49,333,248 | (56,015,486) | (6,676,251) | 5,000,001 | ||||
Balance, shares at Dec. 31, 2019 | 239,465,160 | 6,375,178 | |||||||
Issuance of common stock warrants | $ 1,000,000 | 1,000,000 | |||||||
Stock-based compensation | 178,679 | 178,679 | |||||||
Contribution from noncontrolling interest | 20 | 20 | |||||||
Net income (loss) | 56,770 | (217,645) | (160,875) | 2,404,519 | |||||
Balance on December 31, 2020 at Dec. 31, 2020 | $ 5,987 | $ 49,511,927 | $ (55,958,716) | $ (217,625) | $ (6,658,427) | $ 5,000,007 | |||
Balance, shares at Dec. 31, 2020 | 239,465,160 | 6,219,174 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Ensysce Biosciences, Inc.) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ 2,404,519 | $ 365,954 |
Changes in operating assets and liabilities: | ||
Net cash used in operating activities | (864,439) | (1,424,792) |
Cash flows from financing activities: | ||
Proceeds from issuance of promissory notes | 566,268 | |
Net cash provided by financing activities | (183,551,163) | (11,025,845) |
Decrease in cash and cash equivalents | (1,011,949) | (597,247) |
Supplemental cash flow information: | ||
Income tax payments | 125,701 | 525,000 |
Ensysce Biosciences, Inc [Member] | ||
Cash flows from operating activities: | ||
Net loss | (160,875) | (10,102,280) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 201 | 201 |
Accrued interest | 381,886 | 292,260 |
Accretion of discounts on promissory notes | 613,610 | 666,689 |
Change in fair value of embedded derivative | (2,447,908) | 575,087 |
Stock-based compensation | 178,679 | 6,035,433 |
Lease cost | 1,962 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 173,552 | (173,552) |
Prepaid expenses and other assets | (25,401) | 70,332 |
Accounts payable | 1,183,820 | 372,928 |
Accrued expenses and other liabilities | (1,146,868) | 1,327,639 |
Net cash used in operating activities | (1,247,342) | (935,263) |
Cash flows from financing activities: | ||
Proceeds from issuance of promissory notes | 700,000 | 400,000 |
Proceeds from issuance of promissory notes to related party | 400,000 | 100,000 |
Contribution from noncontrolling interest | 20 | |
Net cash provided by financing activities | 1,100,020 | 500,000 |
Decrease in cash and cash equivalents | (147,322) | (435,263) |
Cash and cash equivalents beginning of period | 341,536 | 776,799 |
Cash and cash equivalents end of period | 194,214 | 341,536 |
Supplemental cash flow information: | ||
Income tax payments | 1,600 | 1,600 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Adoption of ASC 842 | 25,500 | |
Fair value of embedded derivative at issuance | $ 471,823 | $ 414,188 |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - $ / shares | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Ensysce Biosciences, Inc [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.000025 | $ 0.000025 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.000025 | $ 0.000025 | |
Ensysce Biosciences, Inc [Member] | Covistat, Inc. [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 79.20% | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 19.80% | ||
Ensysce Biosciences, Inc [Member] | Covistat, Inc. [Member] | Unrelated Party [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 100.00% | ||
Ensysce Biosciences, Inc [Member] | Covistat, Inc. [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Common Stock, Shares Authorized | 1,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||
Preferred Stock, Shares Authorized | 100,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
[custom:WorkingCapitalDeficit-0] | $ 127,869 |
Ensysce Biosciences, Inc [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
[custom:NetCashUsedInOperatingActivities] | 1,200,000 |
[custom:WorkingCapitalDeficit-0] | 6,700,000 |
[custom:AccumulatedDeficit-0] | $ 56,000,000 |
Subscription term. | 36 months |
[custom:SubscriptionPaymentDescription] | The investor will pay, in cash, a per-share amount equal to 90% of the average daily closing price of the Company’s stock during the 30 consecutive trading days prior to the issuance of a draw notice, which shall not exceed 400% of the average trading volume for the 30 trading days immediately preceding the draw down date. |
Ensysce Biosciences, Inc [Member] | Investor [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
[custom:CommitmentFee] | $ 1,200,000 |
Ensysce Biosciences, Inc [Member] | Investor [Member] | First Anniversary [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
[custom:CommitmentFee] | 800,000 |
Ensysce Biosciences, Inc [Member] | Investor [Member] | 18-Month Anniversary [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
[custom:CommitmentFee] | 400,000 |
Ensysce Biosciences, Inc [Member] | Maximum [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Common Stock, Value, Subscriptions | $ 60,000,000 |
SCHEDULE OF BASIC AND DILUTED E
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net income (loss) attributable to common stockholders | $ 2,404,519 | $ 365,954 |
Ensysce Biosciences, Inc [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net income (loss) attributable to common stockholders | $ 56,770 | $ (10,102,280) |
Weighted average shares outstanding, basic | 239,465,160 | 239,465,160 |
Weighted average dilutive stock options | 11,217,415 | |
Weighted average shares outstanding, diluted | 250,682,575 | 239,465,160 |
Net income (loss) per share attributable to common stockholders, basic | $ 0 | $ (0.04) |
Net income (loss) per share attributable to common stockholders, diluted | $ 0 | $ (0.04) |
SCHEDULE OF ANTI DILUTIVE SECUR
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Total | 17,825,001 | |
Ensysce Biosciences, Inc [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Total | 55,581,877 | 79,213,687 |
Ensysce Biosciences, Inc [Member] | Stock Options [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Total | 55,281,877 | 78,976,701 |
Ensysce Biosciences, Inc [Member] | Warrant [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Total | 300,000 | 236,986 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - Ensysce Biosciences, Inc [Member] - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Assets and liabilities at fair value | $ 670,262 | $ 2,646,347 |
Fair Value, Inputs, Level 1 [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Assets and liabilities at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Assets and liabilities at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Assets and liabilities at fair value | 670,262 | 2,646,347 |
Put Option [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Assets and liabilities at fair value | 670,262 | 2,646,347 |
Put Option [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Assets and liabilities at fair value | ||
Put Option [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Assets and liabilities at fair value | ||
Put Option [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Assets and liabilities at fair value | $ 670,262 | $ 2,646,347 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF CONTINGENT PUT OPTIONS (Details) - Ensysce Biosciences, Inc [Member] - Fair Value, Inputs, Level 3 [Member] - Put Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Begining fair value | $ 2,646,347 | $ 1,657,072 |
Issuance | 471,823 | 414,188 |
Change in fair value | (2,447,908) | 575,087 |
Ending fair value | $ 670,262 | $ 2,646,347 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Prepaid research and development | $ 112,966 | $ 68,815 |
Prepaid insurance | 17,158 | 32,187 |
Prepaid rent | 2,500 | |
Total prepaid expenses and other current assets | $ 130,124 | $ 103,502 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Accrued research and development | $ 72,906 | $ 1,141,727 |
Deferred grant revenue | 159,047 | 279,808 |
Accrued scientific advisory board fees | 60,032 | 58,794 |
Other accrued liabilities | 52,807 | 11,331 |
Total accrued expenses and other liabilities | $ 344,792 | $ 1,491,660 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||
Principal balance | $ 4,400,000 | $ 3,300,000 |
Accrued interest | 787,996 | 406,110 |
Unamortized debt discount | (942,914) | (1,084,703) |
Net debt balance | 4,245,082 | 2,621,407 |
2015 Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Principal balance | 100,000 | 100,000 |
Accrued interest | 28,671 | 23,658 |
Unamortized debt discount | ||
Net debt balance | 128,671 | 123,658 |
2018 Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Principal balance | 3,500,000 | 3,200,000 |
Accrued interest | 727,905 | 382,452 |
Unamortized debt discount | (783,124) | (1,084,703) |
Net debt balance | 3,444,781 | $ 2,497,749 |
2020 Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Principal balance | 100,000 | |
Accrued interest | 1,694 | |
Unamortized debt discount | ||
Net debt balance | 101,694 | |
2020 Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Principal balance | 700,000 | |
Accrued interest | 29,726 | |
Unamortized debt discount | (159,790) | |
Net debt balance | $ 569,936 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 12 Months Ended | 36 Months Ended | |||
Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2015USD ($) | |
Short-term Debt [Line Items] | |||||
Proceeds from Notes Payable | $ 566,268 | ||||
Ensysce Biosciences, Inc [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Face Amount | 4,400,000 | 3,300,000 | $ 4,400,000 | ||
Proceeds from Notes Payable | 700,000 | 400,000 | |||
Interest Expense | $ 995,496 | 958,949 | |||
Ensysce Biosciences, Inc [Member] | 2015 Convertible Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 873,000 | ||||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | ||||
Interest rate | 5.00% | ||||
Debt Instrument, Convertible, Conversion Ratio | 0.80 | ||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest rate | 10.00% | 10.00% | |||
Debt Instrument, Convertible, Conversion Ratio | 0.50 | ||||
Payments of notes payable | $ 3,500,000 | ||||
Proceeds from Notes Payable | $ 5,000,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.25 | $ 0.25 | |||
Dividends | $ 55,000,000 | ||||
Debt Instrument, Description | The promissory notes also include a change in control call option whereby, upon the close of a sale of | ||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes Payable [Member] | Stockholder and Board Member [Member] | |||||
Short-term Debt [Line Items] | |||||
Payments of notes payable | $ 2,500,000 | ||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes Payable [Member] | Unrelated Party [Member] | |||||
Short-term Debt [Line Items] | |||||
Payments of notes payable | $ 1,000,000 | ||||
Ensysce Biosciences, Inc [Member] | 2020 Promissory Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest rate | 10.00% | 10.00% | |||
Payments of notes payable | $ 100,000 | ||||
Debt Instrument, Maturity Date, Description | July 2022 | ||||
Ensysce Biosciences, Inc [Member] | 2020 Convertible Notes [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 700,000 | $ 700,000 | |||
Interest Expense | 381,886 | 292,260 | |||
Amortization of Debt Discount (Premium) | 613,610 | $ 666,689 | |||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 1 year 2 months 12 days | ||||
Debt Instrument, Interest Rate, Effective Percentage | 55.40% | ||||
Ensysce Biosciences, Inc [Member] | 2020 Convertible Notes [Member] | Covistat, Inc. [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Conversion, Converted Instrument, Amount | $ 10,000,000 | ||||
Interest rate | 10.00% | 10.00% | |||
Payments of notes payable | $ 700,000 | ||||
Proceeds from Notes Payable | 2 | ||||
Dividends | $ 10,000,000 | ||||
[custom:SalesPercentage] | 80.00% |
SCHEDULE OF WARRANTS MEASURED U
SCHEDULE OF WARRANTS MEASURED USING BLACK-SCHOLES MODEL (Details) | Dec. 31, 2020$ / shares | Jun. 25, 2020$ / shares |
Subsidiary or Equity Method Investee [Line Items] | ||
Warrant exercise price per share | $ 11.50 | |
Ensysce Biosciences, Inc [Member] | 2019 Warrants [Member] | Measurement Input, Share Price [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Warrant exercise price per share | $ 0.17 | |
Ensysce Biosciences, Inc [Member] | 2019 Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Warrant exercise price per share | $ 0.20 | |
Ensysce Biosciences, Inc [Member] | 2019 Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Warrants term | 10 years | |
Ensysce Biosciences, Inc [Member] | 2019 Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Warrants measurement input | 59.9 | |
Ensysce Biosciences, Inc [Member] | 2019 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Warrants measurement input | 1.9 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Options, Outstanding, Beginning balance | 86,858,704 | 43,544,606 |
Exercise price, Outstanding, Beginning balance | $ 0.15 | $ 0.13 |
Remaining contractual life, Outstanding, Beginning balance | 7 years 3 months 18 days | |
Intrinsic value, Outstanding, Beginning balance | $ 1,923,924 | $ 2,209,192 |
Options, Granted | 2,000,000 | 45,300,000 |
Exercise price, Granted | $ 0.22 | $ 0.17 |
Remaining contractual life, Granted | 9 years 3 months 18 days | 9 years 2 months 12 days |
Options, Expired / Forfeited | (17,045,535) | (1,985,902) |
Exercise price, Expired / Forfeited | $ 0.16 | $ 0.03 |
Intrinsic value, Expired / Forfeited | $ 106,541 | $ 285,269 |
Options, Outstanding, Ending balance | 71,813,169 | 86,858,704 |
Exercise price, Outstanding, Ending balance | $ 0.15 | $ 0.15 |
Remaining contractual life, Outstanding, Ending balance | 8 years | 8 years |
Intrinsic value, Outstanding, Ending balance | $ 1,817,383 | $ 1,923,924 |
Remaining contractual life, Outstanding, Ending balance | 6 years 9 months 18 days | |
Options, Exercisable, Ending balance | 67,479,826 | |
Exercise price, Exercisable, Ending balance | $ 0.15 | |
Remaining contractual life, Exercisable, Ending balance | 6 years 8 months 12 days | |
Intrinsic value, Exercisable, Ending balance | $ 1,700,715 | |
Options, Vested and expected to vest, Ending balance | 71,813,169 | |
Exercise price, Vested and expected to vest, Ending balance | $ 0.15 | |
Remaining contractual life, Vested and expected to vest, Ending balance | 6 years 9 months 18 days | |
Intrinsic value, Vested and expected to vest, Ending balance | $ 1,817,383 |
SCHEDULE OF STOCK OPTIONS VALUA
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS (Details) - Ensysce Biosciences, Inc [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected stock-price volatility | 124.00% | 105.00% |
Risk-free interest rate, minimum rate | 0.27% | 2.21% |
Risk-free interest rate, maximum rate | 1.52% | 2.56% |
Stock price | $ 0.17 | $ 0.17 |
Expected term (years) | 5 years 9 months 18 days | 5 years |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - Ensysce Biosciences, Inc [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Feb. 28, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of stock options outstanding | 71,813,169 | 86,858,704 | 43,544,606 | ||||
Stock options granted | 2,000,000 | 45,300,000 | |||||
General and Administrative Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 178,679 | $ 6,035,433 | |||||
Research and Development Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 0 | $ 0 | |||||
Option Activity [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options vested | 45,300,000 | ||||||
Option Valuation [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average grant date fair value of options | $ 0.14 | $ 0.13 | |||||
Unrecognized share-based compensation cost | $ 159,453 | $ 48,438 | |||||
Expected to be recognized over weighted average period | 2 years 4 months 17 days | ||||||
Chief Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 10,100,000 | ||||||
Chief Executive Officer [Member] | Option Activity [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 10,100,000 | ||||||
Directors and Consultants [Member] | Option Activity [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 35,200,000 | ||||||
Board of Directors [Member] | Option Activity [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 2,000,000 | ||||||
Stock options vested period | 3 years | ||||||
Stock options exercise price | $ 0.22 | ||||||
2016 Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 100,000,000 | ||||||
2016 Stock Incentive Plan [Member] | Employees and Consultants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of stock options outstanding | 61,265,500 | 78,265,500 | |||||
2016 Stock Incentive Plan [Member] | Board and Stockholders [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 100,000,000 | 75,000,000 | |||||
2019 Directors Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | ||||||
2019 Directors Plan [Member] | Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of stock options outstanding | 2,300,000 | 300,000 | |||||
Legacy Plans [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of stock options outstanding | 8,247,669 | 8,293,204 |
SCHEDULE OF INCOME TAXES BENEFI
SCHEDULE OF INCOME TAXES BENEFIT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Total | $ 2,649,012 | $ 921,154 |
Ensysce Biosciences, Inc [Member] | UNITED STATES | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Total | $ (159,275) | $ (10,100,680) |
SCHEDULE OF FEDERAL AND STATE I
SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Current state provision | ||
Ensysce Biosciences, Inc [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Current state provision | $ 1,600 | $ 1,600 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net operating loss tax carryforwards | $ 23,332,247 | $ 22,826,050 |
Tax credits | 2,663,350 | 2,547,986 |
Fixed assets and intangibles | 63,047 | 79,453 |
Other | 20,248 | 200,261 |
Stock-based compensation | 1,798,263 | 2,316,380 |
Total deferred tax assets | 27,877,155 | 27,970,130 |
Convertible notes: embedded derivatives | (81,603) | |
Valuation allowance | (27,795,552) | (27,970,130) |
Net deferred tax assets |
SCHEDULE OF NET OPERATING LOSSE
SCHEDULE OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS (Details) - Ensysce Biosciences, Inc [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax credits | $ 2,344,011 |
Tax credits, Expiration years, description | 2028-2040 |
Domestic Tax Authority [Member] | Post December 31, 2017 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 4,220,846 |
Net operating losses, Expiration years, description | Indefinite |
Domestic Tax Authority [Member] | Pre January 1, 2018 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 84,007,935 |
Net operating losses, Expiration years, description | 2024-2037 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 68,792,637 |
Net operating losses, Expiration years, description | 2028-2040 |
Tax credits | $ 1,528,444 |
Tax credits, Expiration years, description | Indefinite |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Income tax, research credits percentage | 25.00% | |
Valuation allowance decreased and increased during the period | ||
Tax benefit computed at federal statutory rate | 21.00% | 21.00% |
Ensysce Biosciences, Inc [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Valuation allowance decreased and increased during the period | $ 0.2 | $ 2.6 |
Tax benefit computed at federal statutory rate | 21.00% | 21.00% |
Deferred tax assets decreased due to re-measurement | $ 9.8 |