Cover
Cover | 3 Months Ended |
Mar. 31, 2021 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 6 |
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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | |||
Cash | $ 18,034 | $ 49,202 | $ 1,061,151 |
Prepaid expenses | 190,400 | 157,483 | |
Prepaid income taxes | 19,779 | 19,779 | 138,571 |
Total Current Assets | 228,213 | 226,464 | 1,199,722 |
Deferred tax asset | 61,278 | ||
Cash and marketable securities held in Trust Account | 12,690,899 | 12,628,170 | 195,312,177 |
TOTAL ASSETS | 12,980,390 | 12,854,634 | 196,511,899 |
Current Liabilities | |||
Accounts payable and accrued expenses | 319,180 | 260,404 | 2,771,025 |
Total Current Liabilities | 319,180 | 260,404 | 2,771,025 |
Promissory note | 566,288 | 566,288 | |
Convertible promissory notes - related party | 460,000 | 225,000 | |
Warrant liability | 8,307,375 | 6,260,000 | 7,166,250 |
Deferred underwriting fee payable | 2,000,000 | 6,750,000 | 7,000,000 |
Total Liabilities | 11,086,555 | 14,061,692 | 17,503,563 |
Commitments | |||
Common stock subject to possible redemption, 0 and 16,808,829 shares at redemption value at December 31, 2020 and 2019, respectively | 174,008,335 | ||
Stockholders’ Equity (Deficit) | |||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | |||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,224,268 shares issued and outstanding | 622 | 622 | 707 |
Additional paid-in capital | 4,812,500 | 5,136,000 | |
Accumulated deficit | (2,919,287) | (1,207,680) | (136,706) |
Total Stockholders’ Equity (Deficit) | 1,893,835 | (1,207,058) | 5,000,001 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 12,980,390 | $ 12,854,634 | $ 196,511,899 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 05, 2017 |
Statement of Financial Position [Abstract] | ||||||||||||||
Common stock subject to possible redemption, shares | 0 | 16,808,829 | 18,323,238 | 18,373,388 | 18,423,140 | 18,395,920 | 18,251,226 | 18,433,694 | 18,479,296 | 18,449,542 | 18,572,335 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||||
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 | 6,224,268 | 7,067,422 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Operating costs | $ 292,027 | $ 915,183 | $ 1,368,841 | $ 3,328,674 |
Loss from operations | (292,027) | (915,183) | (1,368,841) | (3,328,674) |
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 229 | 639,954 | 719,646 | 4,249,828 |
Interest expense | (31,428) | |||
Amortization of debt discount on convertible promissory note | (31,428) | (220,000) | ||
Change in fair value of conversion liability | (10,000) | 220,000 | ||
Change in fair value of warrant liability | (1,481,087) | 2,184,000 | 1,906,250 | (1,433,250) |
Forgiveness of accounts payable | 3,298,207 | |||
Other (expense) income, net | (1,480,858) | 2,782,526 | 5,924,103 | 2,816,578 |
(Loss) income before provision for income taxes | (1,772,885) | 1,867,343 | 4,555,262 | (512,096) |
Benefit from (provision for) income taxes | 61,278 | (74,625) | (244,493) | (555,200) |
Net (loss) income | $ (1,711,607) | $ 1,792,718 | $ 4,310,769 | $ (1,067,296) |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 15,885,267 | 3,949,616 | 18,270,950 | |
Basic and diluted net income per share, Common stock subject to possible redemption | $ 0.01 | $ 0 | $ 0.17 | |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock | 6,224,268 | 7,065,837 | 6,642,759 | 6,621,293 |
Basic and diluted net income (loss) per share, Common stock | $ 0.24 | $ 0.65 | $ (0.63) | |
Basic and diluted net loss per share, Common stock subject to possible redemption | 0.01 | $ 0 | $ 0.17 | |
Basic and diluted net loss per share, Non-redeemable common stock | $ (0.27) | $ 0.24 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – January 1, 2020 at Dec. 31, 2018 | $ 660 | $ 4,068,751 | $ 930,590 | $ 5,000,001 |
Balance, shares at Dec. 31, 2018 | 6,064,800 | |||
Change in value of common stock subject to possible redemption | $ 47 | 1,067,249 | 1,067,296 | |
Change in value of common stock subject to possible redemption (in shares) | 463,342 | |||
Waiver of a portion of deferred underwriting fee | ||||
Net income | (1,067,296) | (1,067,296) | ||
Balance – March 31, 2020 at Dec. 31, 2019 | $ 707 | 5,136,000 | (136,706) | 5,000,001 |
Balance, shares at Dec. 31, 2019 | 7,067,422 | |||
Change in value of common stock subject to possible redemption | (349,857) | |||
Net income | 1,792,718 | 1,792,718 | ||
Balance – March 31, 2020 at Mar. 31, 2020 | $ 703 | 2,860,847 | 1,656,012 | 4,517,562 |
Balance, shares at Mar. 31, 2020 | 7,038,573 | |||
Change in value of common stock subject to possible redemption | $ (4) | 2,275,153 | 2,275,157 | |
Change in value of common stock subject to possible redemption, shares | (28,849) | |||
Change in value of common stock subject to possible redemption | $ 4 | (2,275,153) | (2,275,157) | |
Balance – January 1, 2020 at Dec. 31, 2019 | $ 707 | 5,136,000 | (136,706) | 5,000,001 |
Balance, shares at Dec. 31, 2019 | 7,067,422 | |||
Change in value of common stock subject to possible redemption | $ (85) | (5,136,000) | (5,631,743) | (10,767,828) |
Change in value of common stock subject to possible redemption (in shares) | (843,154) | |||
Waiver of a portion of deferred underwriting fee | 250,000 | 250,000 | ||
Net income | 4,310,769 | 4,310,769 | ||
Balance – March 31, 2020 at Dec. 31, 2020 | $ 622 | (1,207,680) | (1,207,058) | |
Balance, shares at Dec. 31, 2020 | 6,224,268 | |||
Change in value of common stock subject to possible redemption | ||||
Waiver of a portion of deferred underwriting fee | 4,750,000 | 4,750,000 | ||
Net income | (1,711,607) | (1,711,607) | ||
Balance – March 31, 2020 at Mar. 31, 2021 | $ 622 | 4,812,500 | (2,919,287) | 1,893,835 |
Balance, shares at Mar. 31, 2021 | 6,224,268 | |||
Amounts returned to Trust Account for excess redemptions previously withdrawn | $ 62,500 | $ 62,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||
Net (loss) income | $ (1,711,607) | $ 1,792,718 | $ 4,310,769 | $ (1,067,296) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (229) | (639,954) | (719,646) | (4,249,828) |
Forgiveness of accounts payable | (3,298,207) | |||
Change in fair value of warrant liability | 1,481,087 | (2,184,000) | (1,906,250) | 1,433,250 |
Amortization of debt discount on convertible promissory note | 31,428 | 220,000 | ||
Change in fair value of conversion option liability | 10,000 | (220,000) | ||
Deferred tax benefit | (61,278) | (1,764) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (32,917) | (42,375) | (157,483) | 87,083 |
Prepaid income taxes | 74,625 | 118,792 | 31,964 | |
Accounts payable and accrued expenses | 58,776 | 723,170 | 787,586 | 2,341,799 |
Net cash used in operating activities | (266,168) | (234,388) | (864,439) | (1,424,792) |
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (62,500) | (1,698,862) | (1,698,862) | (566,288) |
Cash withdrawn from Trust Account for redemption of common stock | 136,283,492 | 184,776,163 | 11,583,473 | |
Cash withdrawn from Trust Account for franchise taxes and income taxes | 40,050 | 326,352 | 836,205 | |
Net cash (used in) provided by investing activities | (62,500) | 134,624,680 | 183,403,653 | 11,853,390 |
Cash Flows from Financing Activities: | ||||
Proceeds from promissory note | 566,268 | |||
Proceeds from convertible promissory notes – related parties | 235,000 | 1,000,000 | 1,225,000 | |
Redemption of common stock | (136,283,492) | (184,776,163) | (11,583,473) | |
Payment of offering costs | (8,640) | |||
Net cash provided by (used in) financing activities | 297,500 | (135,283,492) | (183,551,163) | (11,025,845) |
Net Change in Cash | (31,168) | (893,200) | (1,011,949) | (597,247) |
Cash – Beginning | 49,202 | 1,061,151 | 1,061,151 | 1,658,398 |
Cash – Ending | 18,034 | 167,951 | 49,202 | 1,061,151 |
Supplementary cash flow information: | ||||
Cash paid for income taxes | 125,701 | 525,000 | ||
Non-Cash investing and financing activities: | ||||
Issuance of warrants in connection with conversion of promissory note | 566,288 | 10,767,828 | (1,067,296) | |
Waiver of a portion of deferred underwriting fee payable | 4,750,000 | 250,000 | ||
Amounts returned to Trust Account for excess redemptions previously withdrawn | 62,500 | |||
Change in value of common stock subject to possible redemption | (349,857) | $ (10,767,828) | $ 1,067,296 | |
Due to stockholders for redemption of common stock | $ 40,000,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Leisure Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 11, 2017 . The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction, with one or more operating businesses or assets (a “Business Combination”). The Company has one subsidiary, EB Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (see Note 6). At March 31, 2021, the Company had not yet commenced operations. All activity through March 31, 2021 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 previously proposed business combination with GTWY Holdings Limited, a Canadian corporation (“GTWY Holdings”), which was terminated on July 16, 2020 and activities in connection with the proposed business combination with Ensysce Biosciences, Inc. (“Ensysce”), which is described in Note 6. 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 units (“Units” and, with respect to the common stock included in the Units, the “Public Shares”), generating gross proceeds of $ 200,000,000 , which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,825,000 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the “Hydra Sponsor”), MLCP GLL Funding LLC, an affiliate of Matthews Lane Capital Partners, LLC (the “Matthews Lane Sponsor,” and, together with the Hydra Sponsor, the “Sponsors”), HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora”) and certain members of the Company’s management team, generating gross proceeds of $ 6,825,000 , which is described in Note 4. Following the closing of the Initial Public Offering on December 5, 2017, an amount of $ 200,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. Transaction costs amounted to $ 11,548,735 , consisting of $ 4,000,000 of underwriting fees, $ 7,000,000 of deferred underwriting fees and $ 548,735 of Initial Public Offering costs. 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 % of the balance in the Trust Account (excluding deferred underwriting commissions and franchise and income taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. 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 per share, plus any deposits made to the Trust Account in connection with extension payments and any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes). The per share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 6). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsors and the Company’s other initial stockholders (collectively, the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. LEISURE ACQUISITION CORP. (Unaudited) 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 shares of the Company’s common stock. As a result, an aggregate of $ 11,583,473 (or approximately $ 10.31 per share) was released from the Company’s Trust Account to pay such stockholders. The Company agreed to contribute (the “Contribution”) $ 0.03 for each share of the Company’s common stock that was not redeemed in connection with the extension for each of the four monthly periods covered by the extension (commencing on December 6, 2019 through the Initial Extension Date), subject to certain conditions. 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 $ 2,265,151 , 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 to fund contributions to the Trust Account. The Company drew down the full amount under the GTWY Expense Advance Agreement to fund the required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note to GTWY Holdings. The note was converted into warrants on January 31, 2021 (see Note 6). 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 shares of the Company’s common stock. As a result, an aggregate of $ 176,283,492 (or approximately $ 10.47 per share) was released from the Company’s Trust Account to pay such stockholders. Of the amount paid to redeeming stockholders, $ 136,283,492 was paid as of March 31, 2020 and the balance of $ 40,000,000 was paid on April 1, 2020. 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. LEISURE ACQUISITION CORP. (Unaudited) 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 shares of the Company’s common stock. As a result, an aggregate of $ 393,380 (or approximately $ 10.34 per share) was released from the Company’s Trust Account to pay such stockholders. 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 per Public Share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Nasdaq Notifications 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 advised the Company that its securities would be subject to delisting unless the Company timely requested a hearing before an independent Hearings Panel (the “Panel”). Following a hearing before the Panel, the Panel granted the Company an extension, through June 1, 2021, to complete an initial business combination and thereby evidence compliance with all criteria for initial listing on Nasdaq. The notice stated that June 1, 2021 constituted the full extent of the Panel’s discretion in this matter. The Company continues to work towards completion of the proposed business combination with Ensysce; however, the merger has not yet been consummated. As a result, on June 1, 2021, Nasdaq notified the Company that trading in the Company’s securities on Nasdaq would be suspended effective with the open of the market on June 3, 2021 (the “Suspension Notice”). The Company’s securities became eligible to trade on the OTC Markets system beginning on June 3, 2021. Although trading, if any, will occur in the over-the-counter market beginning June 3, 2021, the Company will remain technically listed on Nasdaq pending the expiration of all Nasdaq review and appeal processes. The Company believes completion of the merger will enable it to evidence Nasdaq listing compliance by June 30, 2021; however, there can be no assurance that the Company’s proposed merger with Ensysce will be completed or that the Company’s securities will trade on Nasdaq upon completion of the merger. In addition, and prior to the issuance of Suspension Notice, on May 25, 2021, the Company received formal notice from the Staff indicating that the Company’s failure to timely file its Form 10-Q with the SEC, as required by Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”), could serve as a separate basis for suspension and delisting of the Company’s securities from Nasdaq. The Company was granted the opportunity to submit a plan to regain compliance with the Filing Requirement for the Panel’s review by no later than June 1, 2021 and, notwithstanding the Suspension Notice, submitted that plan and filed the Form 10-Q in accordance with that plan. The Company was unable to complete the merger with Ensysce or to timely file the Form 10-Q with the SEC due to the additional time required by the Company to determine and otherwise address the appropriate accounting treatment for the Company’s warrants, as a result of the SEC statement released on April 12, 2021, entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). The SEC Statement provided guidance to all SPAC-related companies regarding the appropriate accounting for and reporting of warrants in their financial statements. 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 March 31, 2021, the Company had $ 18,034 in its operating bank accounts, $ 12,690,899 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $ 163,896 , which excludes $ 72,929 of prepaid income and franchise taxes. As of March 31, 2021, the Company there was no remaining amounts available for drawdown under the Company’s expense advancement agreement with the Company’s Sponsors and HG Vora (see “Related Party Loans” in Note 5). 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. LEISURE ACQUISITION CORP. (Unaudited) | NOTE 1. — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Leisure Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 11, 2017 . The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction, with one or more operating businesses or assets (a “Business Combination”). 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 12) 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 units (“Units” and, with respect to the common stock included in the Units, the “Public Shares”), generating gross proceeds of $ 200,000,000 , which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,825,000 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the “Hydra Sponsor”), MLCP GLL Funding LLC, an affiliate of Matthews Lane Capital Partners, LLC (the “Matthews Lane Sponsor,” and, together with the Hydra Sponsor, the “Sponsors”), HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora”) and certain members of the Company’s management team, generating gross proceeds of $ 6,825,000 , which is described in Note 5. Following the closing of the Initial Public Offering on December 5, 2017, an amount of $ 200,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. Transaction costs amounted to $ 11,548,735 , consisting of $ 4,000,000 of underwriting fees, $ 7,000,000 of deferred underwriting fees and $ 548,735 of Initial Public Offering costs. 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 % of the balance in the Trust Account (excluding deferred underwriting commissions and franchise and income taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. 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 per share, plus any deposits made to the Trust Account in connection with extension payments and any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes). The per share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 8). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsors and the Company’s other initial stockholders (collectively, the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. 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 shares of the Company’s common stock. As a result, an aggregate of $ 11,583,473 (or approximately $ 10.31 per share) was released from the Company’s Trust Account to pay such stockholders. The Company agreed to contribute (the “Contribution”) $ 0.03 for each share of the Company’s common stock that was not redeemed in connection with the extension for each of the four monthly periods covered by the extension (commencing on December 6, 2019 through the Initial Extension Date), subject to certain conditions. 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 to fund contributions to the Trust Account. The Company drew down the full amount under the GTWY Expense Advance Agreement to fund the required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note to GTWY Holdings. The note was converted into warrants on January 31, 2021 (see Note 7). 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. 1,000,001 shares of the Company’s common stock at an exercise price of $ 11.50 per share on June 25, 2020 (see Note 6). 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 shares of the Company’s common stock. As a result, an aggregate of $ 176,283,492 (or approximately $ 10.47 per share) was released from the Company’s Trust Account to pay such stockholders. Of the amount paid to redeeming stockholders, $ 136,283,492 was paid as of March 31, 2020 and the balance of $ 40,000,000 was paid on April 1, 2020. 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 shares of the Company’s common stock. As a result, an aggregate of $ 393,380 (or approximately $ 10.34 per share) was released from the Company’s Trust Account to pay such stockholders. 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 per Public Share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third -party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Nasdaq Notifications 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 12). 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 in its operating bank accounts, $ 12,628,170 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $ 127,869 , which excludes $ 93,929 of prepaid income and franchise taxes. As of December 31, 2020, the Company had $ 75,000 available for drawdown under the Company’s expense advancement agreement with the Company’s Sponsors and HG Vora (see “Related Party Loans” in Note 6). 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. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Private Placement Warrants issued in connection with its Initial Public Offering and its working capital warrants issued on conversion of its convertible promissory notes (collectively, the “Private Warrants”) as components of equity instead of as derivative liabilities. In addition, the Company did not account for its convertible promissory notes as a derivative liability (together with the Private Warrants, the “Derivative Instruments”). The Warrant Agreement governing the Private Warrants (the “Warrant Agreement”) includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the Warrant Agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted under circumstances in which, upon completion of such tender offer, the maker thereof, together with members of any group of which such maker is a part own beneficially more than 50 % of the outstanding shares of more than 50 % of the Company’s common stock, all holders of the Private Warrants and Public Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement, although the Company does not believe the portion of the SEC Statement referring to the tender offer are applicable to the Company’s warrants because the Company has only a single class of Common Stock. In further consideration of the SEC Statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Private Warrants fail the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25, but that the Public Warrants could continue to be classified as stockholders’ equity. As a result of the above, the Company should have classified the Derivative Instruments as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Derivative Instruments at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The change in the Company’s accounting to treat its outstanding Private Warrants and its convertible promissory notes as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, cash flows or cash. The table below summarizes the effects of the restatement on the financial statements for all periods being restated: SUMMARY OF EFFECTS ON RESTATEMENT ON THE FINANCIAL STATEMENT As Previously As Reported Adjustments Restated Balance sheet as of December 5, 2017 (audited) Total Liabilities $ 7,206,932 $ 4,572,750 $ 11,779,682 Common Stock Subject to Possible Redemption 190,296,100 (4,572,750 ) 185,723,350 Common Stock 672 46 718 Additional Paid-in Capital 5,004,493 (46 ) 5,004,447 Accumulated Deficit (5,161 ) — (5,161 ) Total Stockholders’ Equity 5,000,004 — 5,000,004 Number of shares subject to redemption 19,029,610 (457,275 ) 18,572,335 Balance sheet as of December 31, 2017 (audited) Total Liabilities $ 7,156,239 $ 5,664,750 $ 12,820,989 Common Stock Subject to Possible Redemption 190,270,071 (5,664,750 ) 184,605,321 Common Stock 673 57 730 Additional Paid-in Capital 5,030,521 1,091,943 6,122,464 Accumulated Deficit (31,193 ) (1,092,000 ) (1,123,193 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 19,015,680 (566,138 ) 18,449,542 Balance sheet as of March 31, 2018 (unaudited) Total Liabilities $ 7,197,431 $ 5,323,500 $ 12,520,931 Common Stock Subject to Possible Redemption 190,676,137 (5,323,500 ) 185,352,637 Common Stock 599 53 652 Additional Paid-in Capital 4,624,529 750,697 5,375,226 (Accumulated Deficit) / Retained Earnings 374,873 (750,750 ) (375,877 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 19,010,039 (530,743 ) 18,479,296 Balance sheet as of June 30, 2018 (unaudited) Total Liabilities $ 7,135,244 $ 5,596,500 $ 12,731,744 Common Stock Subject to Possible Redemption 191,091,247 (5,596,500 ) 185,494,747 Common Stock 601 56 657 Additional Paid-in Capital 4,209,417 1,023,694 5,233,111 (Accumulated Deficit) / Retained Earnings 789,983 (1,023,750 ) (233,767 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,989,851 (556,157 ) 18,433,694 Balance sheet as of September 30, 2018 (unaudited) Total Liabilities $ 7,359,152 $ 7,302,750 $ 14,661,902 Common Stock Subject to Possible Redemption 191,668,896 (7,302,750 ) 184,366,146 Common Stock 603 72 675 Additional Paid-in Capital 3,631,766 2,729,928 6,361,694 (Accumulated Deficit) / Retained Earnings 1,367,632 (2,730,000 ) (1,362,368 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,974,158 (722,932 ) 18,251,226 As Previously As Reported Adjustments Restated Balance sheet as of December 31, 2018 (audited) Total Liabilities $ 7,439,650 $ 5,733,000 $ 13,172,650 Common Stock Subject to Possible Redemption 192,392,104 (5,733,000 ) 186,659,104 Common Stock 604 56 660 Additional Paid-in Capital 2,908,557 1,160,194 4,068,751 Retained Earnings 2,090,840 (1,160,250 ) 930,590 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,960,928 (565,008 ) 18,395,920 Balance sheet as of March 31, 2019 (unaudited) Total Liabilities $ 7,387,249 $ 5,391,750 $ 12,778,999 Common Stock Subject to Possible Redemption 193,168,017 (5,391,750 ) 187,776,267 Common Stock 605 53 658 Additional Paid-in Capital 2,132,643 818,947 2,951,590 Retained Earnings 2,866,753 (819,000 ) 2,047,753 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,952,136 (528,996 ) 18,423,140 Balance sheet as of June 30, 2019 (unaudited) Total Liabilities $ 7,770,352 $ 5,391,750 $ 13,162,102 Common Stock Subject to Possible Redemption 193,586,919 (5,391,750 ) 188,195,169 Common Stock 610 53 663 Additional Paid-in Capital 1,713,736 818,947 2,532,683 Retained Earnings 3,285,655 (819,000 ) 2,466,655 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,899,782 (526,394 ) 18,373,388 Balance sheet as of September 30, 2019 (unaudited) Total Liabilities $ 8,134,091 $ 5,528,250 $ 13,662,341 Common Stock Subject to Possible Redemption 194,076,642 (5,528,250 ) 188,548,392 Common Stock 614 54 668 Additional Paid-in Capital 1,224,009 955,446 2,179,455 Retained Earnings 3,775,378 (955,500 ) 2,819,878 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,860,476 (537,238 ) 18,323,238 Balance sheet as of December 30, 2019 (audited) Total Liabilities $ 10,337,313 $ 7,166,250 $ 17,503,563 Common Stock Subject to Possible Redemption 181,174,585 (7,166,250 ) 174,008,335 Common Stock 638 69 707 Additional Paid-in Capital 2,542,569 2,593,431 5,136,000 (Accumulated Deficit) / Retained Earnings 2,456,794 (2,593,500 ) (136,706 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 17,501,073 (692,244 ) 16,808,829 As Previously As Reported Adjustments Restated Balance sheet as of March 31, 2020 (unaudited) Total Liabilities $ 52,060,483 $ 5,023,678 $ 57,084,161 Common Stock Subject to Possible Redemption 4,541,236 (4,541,236 ) — Common Stock 660 43 703 Additional Paid-in Capital 2,892,404 (31,557 ) 2,860,847 Retained Earnings 2,106,940 (450,928 ) 1,656,012 Total Stockholders’ Equity 5,000,004 (482,442 ) 4,517,562 Number of shares subject to redemption 433,788 (433,788 ) — Balance sheet as of June 30, 2020 (unaudited) Total Liabilities $ 8,359,869 $ 7,746,750 $ 16,106,619 Common Stock Subject to Possible Redemption 52,179 (52,179 ) — Common Stock 626 (4 ) 622 Additional Paid-in Capital 282,203 (282,203 ) 0.00 (Accumulated Deficit) / Retained Earnings 4,717,174 (7,412,364 ) (2,695,190 ) Total Stockholders’ Equity 5,000,003 (7,694,571 ) (2,694,568 ) Number of shares subject to redemption 5,156 (5,156 ) — Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 8,018,370 $ 3,756,000 $ 11,774,370 Common Stock Subject to Possible Redemption 270,999 (270,999 ) — Common Stock 624 (2 ) 622 Additional Paid-in Capital 63,385 (63,385 ) — (Accumulated Deficit) / Retained Earnings 4,935,997 (3,421,614 ) 1,514,383 Total Stockholders’ Equity 5,000,006 (3,485,001 ) 1,515,005 Number of shares subject to redemption 26,189 (26,189 ) — Balance sheet as of December 30, 2020 (audited) Total Liabilities $ 7,801,692 $ 6,260,000 $ 14,061,692 Common Stock Subject to Possible Redemption 52,935 (52,935 ) — Common Stock 622 — 622 Additional Paid-in Capital — — — (Accumulated Deficit) / Retained Earnings 4,999,385 (6,207,065 ) (1,207,680 ) Total Stockholders’ Equity 5,000,007 (6,207,065 ) (1,207,058 ) Number of shares subject to redemption 5,094 (5,094 ) — Statement of Operations for the period from September 11, 2017 (inception) to December 31, 2017 (audited) Net loss $ (31,193 ) $ (1,092,000 ) $ (1,123,193 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,572,335 18,572,335 Basic and diluted net income per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,184,506 107,109 6,291,615 Basic and diluted net loss per share, Common Stock (0.01 ) (0.18 ) (0.19 ) Statement of Operations for the three months ended March 31, 2018 (unaudited) Net income (loss) $ 406,066 $ 341,250 $ 747,316 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,449,542 18,449,542 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.03 0.03 Basic and diluted weighted average shares outstanding, Common stock 5,984,320 566,138 6,550,458 Basic and diluted net (loss) income per share, Common Stock (0.02 ) 0.05 0.03 As Previously As Reported Adjustments Restated Statement of Operations for the three months ended June 30, 2018 (unaudited) Net income $ 415,110 $ (273,000 ) $ 142,110 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,479,296 18,479,296 Basic and diluted net income per share, Common stock subject to possible redemption — 0.04 0.04 Basic and diluted weighted average shares outstanding, Common stock 5,989,961 530,743 6,520,704 Basic and diluted net loss per share, Common Stock (0.05 ) (0.04 ) (0.09 ) Statement of Operations for the six months ended June 30, 2018 (unaudited) Net income $ 821,176 $ 68,250 $ 889,426 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,464,501 18,464,501 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.08 0.08 Basic and diluted weighted average shares outstanding, Common stock 5,981,156 548,343 6,535,499 Basic and diluted net loss per share, Common Stock (0.10 ) 0.02 (0.08 ) Statement of Operations for the three months ended September 30, 2018 (unaudited) Net income (loss) $ 577,649 $ (1,706,250 ) $ (1,128,601 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,433,694 18,433,694 Basic and diluted net income per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,010,149 566,157 6,566,306 Basic and diluted net loss per share, Common Stock (0.05 ) (0.25 ) (0.30 ) Statement of Operations for the nine months ended September 30, 2018 (unaudited) Net income (loss) $ 1,398,825 $ (1,638,000 ) $ (239,175 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,454,119 18,454,119 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.15 0.12 Basic and diluted weighted average shares outstanding, Common stock 5,994,905 550,976 6,545,881 Basic and diluted net loss per share, Common Stock (0.14 ) (0.24 ) (0.38 ) Statement of Operations for the year ended December 31, 2018 (audited) Net income $ 2,122,033 $ (68,250 ) $ 2,053,783 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,402,979 18,402,979 Basic and diluted net income per share, Common stock subject to possible redemption — 0.19 0.19 Basic and diluted weighted average shares outstanding, Common stock 6,002,703 549,318 6,597,021 Basic and diluted net (loss) income per share, Common Stock (0.22 ) 0.01 (0.21 ) As Previously As Reported Adjustments Restated Statement of Operations for the three months ended March 31, 2019 (unaudited) Net income $ 775,913 $ 341,250 $ 1,117,163 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,935,920 18,395,920 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.06 0.06 Basic and diluted weighted average shares outstanding, Common stock 6,039,072 565,008 6,604,080 Basic and diluted net (loss) income per share, Common Stock (0.04 ) 0.05 0.01 Statement of Operations for the three months ended June 30, 2019 (unaudited) Net income $ 418,902 $ — $ 418,902 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,123,140 18,423,140 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,047,864 528,996 6,576,860 Basic and diluted net loss per share, Common Stock (0.09 ) 0.01 (0.08 ) Statement of Operations for the six months ended June 30, 2019 (unaudited) Net income $ 1,194,815 $ 341,250 $ 1,536,065 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,409,605 18,409,605 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.10 0.10 Basic and diluted weighted average shares outstanding, Common stock 6,043,492 546,903 6,590,395 Basic and diluted net (loss) income per share, Common Stock (0.10 ) 0.06 (0.04 ) Statement of Operations for the three months ended September 30, 2019 (unaudited) Net income $ 489,723 $ (136,500 ) $ 353,223 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,373,388 18,373,388 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,100,218 526,394 6,626,612 Basic and diluted net loss per share, Common Stock (0.08 ) (0.01 ) (0.09 ) Statement of Operations for the nine months ended September 30, 2019 (unaudited) Net income (loss) $ 1,684,538 $ 204,750 $ 1,889,288 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,397,400 18,397,400 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.15 0.15 Basic and diluted weighted average shares outstanding, Common stock 6,062,609 539,991 6,602,600 Basic and diluted net (loss) income per share, Common Stock (0.18 ) 0.05 (0.13 ) As Previously As Reported Adjustments Restated Statement of Operations for the year ended December 31, 2019 (audited) Net income (loss) $ 365,954 $ (1,433,250 ) $ (1,067,296 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,270,950 18,270,950 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.17 0.17 Basic and diluted weighted average shares outstanding, Common stock 6,081,996 539,297 6,621,293 Basic and diluted net loss per share, Common Stock (0.47 ) (0.16 ) (0.63 ) Statement of Operations for the three months ended March 31, 2020 (unaudited) Net income (loss) $ (349,854 ) $ 2,142,572 $ 1,792,718 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 15,885,267 15,885,267 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.01 0.01 Basic and diluted weighted average shares outstanding, Common stock 6,375,178 690,659 7,065,837 Basic and diluted net (loss) income per share, Common Stock (0.07 ) 0.31 0.24 Statement of Operations for the three months ended June 30, 2020 (unaudited) Net income $ 2,610,234 $ (1,723,072 ) $ 887,162 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — — — Basic and diluted net income (loss) per share, Common stock subject to possible redemption — — — Basic and diluted weighted average shares outstanding, Common stock 6,604,785 399,665 7,004,450 Basic and diluted net (loss) income per share, Common Stock 0.40 (0.27 ) 0.13 Statement of Operations for the six months ended June 30, 2020 (unaudited) Net income $ 2,260,380 $ 419,500 $ 2,679,880 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 7,942,633 7,942,633 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,489,982 545,162 7,035,144 Basic and diluted net income per share, Common Stock 0.35 0.03 0.38 Statement of Operations for the three months ended September 30, 2020 (unaudited) Net income $ 218,823 $ 3,990,750 $ 4,209,573 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — — — Basic and diluted net income (loss) per share, Common stock subject to possible redemption — — — Basic and diluted weighted average shares outstanding, Common stock 6,257,127 5,156 6,262,283 Basic and diluted net income per share, Common Stock 0.03 0.64 0.67 As Previously As Reported Adjustments Restated Statement of Operations for the nine months ended September 30, 2020 (unaudited) Net income $ 2,479,203 $ 4,410,250 $ 6,889,453 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 5,275,764 5,275,764 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,411,797 363,846 6,775,643 Basic and diluted net income per share, Common Stock 0.39 0.63 1.02 Statement of Operations for the year ended December 31, 2020 (audited) Net income $ 2,404,519 $ 1,906,250 $ 4,310,769 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 4,457,537 (507,921 ) 3,949,616 Basic and diluted net income (loss) per share, Common stock subject to possible redemption 0.00 — 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,367,631 275,128 6,642,759 Basic and diluted net loss per share, Common Stock 0.38 0.27 0.65 Cash Flow Statement for the period from September 11, 2017 (inception) to December 31, 2017 (audited) Net loss $ (31,193 ) $ (1,092,000 ) $ (1,123,193 ) Initial classification of warrant liability — 4,572,750 4,572,750 Change in fair value of warrant liability — 1,092,000 1,092,000 Initial classification of common stock subject to redemption 190,296,100 (4,572,750 ) 185,723,350 Change in value of common stock subject to redemption (26,029 ) (1,092,000 ) (1,118,029 ) Cash Flow Statement for the three months ended March 31, 2018 (unaudited) Net income $ 406,066 $ 341,250 $ 747,316 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 406,066 341,250 747,316 Cash Flow Statement for the six months ended June 30, 2018 (unaudited) Net income $ 821,176 $ 68,250 $ 889,426 Change in fair value of warrant liability — (68,250 ) (68,250 ) Change in value of common stock subject to redemption 821,176 68,250 889,426 Cash Flow Statement for the nine months ended September 30, 2018 (unaudited) Net income (loss) $ 1,398,825 $ (1,638,000 ) $ (239,175 ) Change in fair value of warrant liability — 1,638,000 1,638,000 Change in value of common stock subject to redemption 1,398,825 (1,638,000 ) (239,175 ) Cash Flow Statement for the year ended December 31, 2018 (audited) Net income $ 2,122,033 $ (68,250 ) $ 2,053,783 Change in fair value of warrant liability — 68,250 68,250 Change in value of common stock subject to redemption 2,122,033 (68,250 ) 2,053,783 Cash Flow Statement for the three months ended March 31, 2019 (unaudited) Net income $ 775,913 $ 341,250 $ 1,117,163 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 775,913 341,250 1,117,163 As Previously As Reported Adjustments Restated Cash Flow Statement for the six months ended June 30, 2019 (unaudited) Net income $ 1,194,815 $ 341,250 $ 1,536,065 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 1,194,815 341,250 1,536,065 Cash Flow Statement for the nine months ended September 30, 2019 (unaudited) Net income (loss) $ 1,684,538 $ 204,750 $ 1,889,288 Change in fair value of warrant liability — (204,750 ) (204,750 ) Change in value of common stock subject to redemption 1,684,538 204,750 1,889,288 Cash Flow Statement for the year ended December 31, 2019 (audited) Net income (loss) $ 365,954 $ (1,433,250 ) $ (1,067,296 ) Change in fair value of warrant liability — 1,433,250 1,433,250 Change in value of common stock subject to redemption 365,954 (1,433,250 ) (1,067,296 ) Cash Flow Statement for the three months ended March 31, 2020 (unaudited) Net (loss) income $ (349,854 ) $ 2,142,572 $ 1,792,718 Change in fair value of warrant liability — (2,184,000 ) (2,184,000 ) Amortization of debt discount on convertible promissory note — 31,428 31,428 Change in value of conversion option liability — 10,000 10,000 Change in value of common stock subject to redemption (349,857 ) (4,191,379 ) (4,541,236 ) Cash Flow Statement for the six months ended June 30, 2020 (unaudited) Net income $ 2,260,380 $ 419,500 $ 2,679,880 Change in fair value of warrant liability — (419,500 ) (419,500 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,260,378 (3,312,557 ) (52,179 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — Cash Flow Statement for the nine months ended September 30, 2020 (unaudited) Net income $ 2,479,203 $ 4,410,250 $ 6,889,453 Change in fair value of warrant liability — (4,410,250 ) (4,410,250 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,479,198 (3,750,197 ) (270,999 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — Cash Flow Statement for the year ended December 31, 2020 (audited) Net income $ 2,404,519 $ 1,906,250 $ 4,310,769 Change in fair value of warrant liability — (1,906,250 ) (1,906,250 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,654,513 3,707,448 (52,935 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020, as filed with the SEC on June 7, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company and which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated 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 condensed consolidated 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 March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, 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 three months ended March 31, 2021, the Company did no t make any withdrawals of interest income from the Trust Account. Derivative Instruments The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash change in the fair value of warrant liability on the condensed consolidated statements of operations. 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. LEISURE ACQUISITION CORP. (Unaudited) 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 March 31, 2021 and December 31, 2020. 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 effective tax rate of 3% 4 % differs from the statutory tax rate of 21 % for the three months ended March 31, 2021 and 2021 primarily due to the effect of the permanent differences attributable to the change in the fair value of the warrants. 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 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 18,391,289 shares in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. 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 EARNINGS PER COMMON SHARE 2021 2020 For three months ended March 31, 2021 2020 Common stock subject to possible redemption Numerator: Earnings attributable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ — Less: interest available to be withdrawn for payment of taxes — — Net income $ — $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding — 15,885,267 Basic and diluted net income per share $ — $ 0.00 Non-Redeemable Common Stock Numerator: Net (Loss) Income minus Net Earnings Net (loss) income $ (1,711,607 ) $ 1,792,718 Less: Net income attributable to Common stock subject to possible redemption — — Non-redeemable net (loss) income $ (1,711,607 ) $ 1,792,718 Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding 6,224,268 6,375,178 Basic and diluted net (loss) income per share $ (0.27 ) $ 0.28 LEISURE ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2021 (Unaudited) 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 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 condensed consolidated balance sheets, primarily due to their short-term nature, except for the Private Placement Warrants, the working capital warrants issued on conversion of its convertible promissory note and the warrants issued on conversion of the amounts outstanding under the Gateway Promissory Note (collectively, the “Private Warrants”). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. LEISURE ACQUISITION CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2021 (Unaudited) | NOTE 3. — 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 and $ 836,205 of interest income from the Trust Account to pay franchise and income taxes. Derivative Instruments The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations. 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 shares in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. 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 EARNINGS PER COMMON SHARE 2020 2019 For the year ended December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings attributable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ 3,784,472 Less: interest available to be withdrawn for payment of taxes — (672,550 ) Net income $ — $ 3,111,922 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 3,949,616 18,270,950 Basic and diluted net income per share $ 0.00 $ 0.17 Non-Redeemable Common Stock Numerator: Net Income (Loss) minus Net Earnings Net loss $ 4,310,769 $ (1,067,296 ) Less: Net income allocable to Common stock subject to possible redemption — (3,239,823 ) Non-Redeemable Net Income (Loss) $ 4,309,136 $ (4,307,119 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,642,759 6,621,293 Basic and diluted net income (loss) per share $ 0.65 $ (0.63 ) 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 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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, except for the Derivative Instruments (see Note 6 and 11). 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 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. 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 51 50 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 three months ended March 31, 2021 and 2020. 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 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Between January 2018 and January 2021, 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. 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 March 31, 2021 and December 31, 2020, 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. 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 put option allows certain notes payable to be converted into common stock, contingent upon completion of an equity financing transaction with gross proceeds above certain thresholds. The fair value estimate of the embedded put option is based on the probability-weighted discounted value of the put feature and represents a Level 3 measurement. Significant assumptions used to determine the fair value of the put feature include the estimated probability of exercise of the put option and the discount rate used to calculate fair value. The estimated probability of exercise is based on management’s expectation for future equity financing transactions. The discount rate is based on the weighted average effective yield of notes payable previously issued by the Company, adjusted for changes in market yields of healthcare sector CCC-rated debt. As of March 31, 2021, assumptions included a probability of exercise of the put option of 10 33.5 10 42.9 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 March 31, 2021 Total Level 1 Level 2 Level 3 Contingent put option $ 712,899 $ - $ - $ 712,899 Total $ 712,899 $ - $ - $ 712,899 December 31, 2020 Total Level 1 Level 2 Level 3 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 670,262 $ - $ - $ 670,262 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 March 31, December 31, 2021 2020 Beginning fair value $ 670,262 $ 2,646,347 Issuance 3,052 471,823 Change in fair value 39,585 (2,447,908 ) Ending fair value $ 712,899 $ 670,262 See Note 7 for further details on the embedded contingent put option. 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 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 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Revenue recognized under the MPAR Grant was approximately $ 73,726 691,131 176,850 171,269 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. 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 three months ended March 31, 2021 and 2020, 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. Net Loss per Share The basic net loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the weighted average number of common shares outstanding during the year. The diluted net loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the diluted weighted average number of common shares outstanding during the year. The following weighted average shares have been excluded from the calculations of diluted weighted average common shares outstanding because they would have been anti-dilutive: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION Three Months Ended March 31, 2021 2020 Stock options 70,069,228 87,603,148 Warrants 300,000 300,000 Total 70,369,228 87,903,148 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED 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. 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. | 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 million. 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 and $ 1,706,508 during the years ended December 31, 2020 and 2019, respectively. Revenue recognized under the TAAP/MPAR Grant was approximately $ 893,975 and $ 57,453 during the years ended December 31, 2020 and 2019, respectively. 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. 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 put option allows certain notes payable to be converted into common stock, contingent upon completion of an equity financing transaction with gross proceeds above certain thresholds. The fair value estimate of the embedded put option is based on the probability-weighted discounted value of the put feature and represents a Level 3 measurement. Significant assumptions used to determine the fair value of the put feature include the estimated probability of exercise of the put option and the discount rate used to calculate fair value. The estimated probability of exercise is based on management’s expectation for future equity financing transactions. The discount rate is based on the weighted average effective yield of notes payable previously issued by the Company, adjusted for changes in market yields of healthcare sector CCC-rated debt. As of December 31, 2020, assumptions included a probability of exercise of the put option of 10% and a discount rate of 42.9%. As of December 31, 2019, assumptions included a probability of exercise of the put option of 80% and a discount rate range of 65.5% to 93.1%, with a weighted-average discount rate of 66.4%. The decrease during 2020 in the estimated probability of exercise of the put option reflects greater expectation for an initial public offering or reverse merger transaction, which would not trigger the put option. Beginning in late 2020, the Company held discussions with various public companies and SPACs about potential mergers to effect a public listing of the Company’s stock and executed the GEM Agreement to provide a source of funding following such public listing of the Company’s stock. 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Initial Public Offering | ||
INITIAL PUBLIC OFFERING | 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $ 10.00 per Unit. Each Unit consists of one share of common stock, and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 | NOTE 4. — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $ 10.00 per Unit. Each Unit consists of one share of common stock, and one-half of one warrant (“Public Warrant”). 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Private Placement | ||
PRIVATE PLACEMENT | 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 Private Placement Warrants at $ 1.00 per Private Placement Warrant, for an aggregate purchase price of $6,825,000. Each Private Placement Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 . The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. 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. | NOTE 5. — 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 Private Placement Warrants at $ 1.00 per Private Placement Warrant, for an aggregate purchase price of $ 6,825,000 . Each Private Placement Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 . The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. 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 PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS Founder Shares On September 11, 2017, the Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (“Founder Shares”) for an aggregate purchase price of $ 25,000 . On December 5, 2017, certain of the Initial Stockholders surrendered and returned to the Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000 Founder Shares outstanding. The 5,750,000 Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would own 20 % of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters’ election to exercise their over-allotment option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited, resulting in 5,000,000 Founder Shares outstanding. 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. LEISURE ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2021 (Unaudited) 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 for office space, utilities and secretarial and administrative support. For the three months ended March 31, 2020, the Company incurred $ 30,000 in fees for these services. Effective June 30, 2020, Hydra Sponsor agreed to stop charging the Company the monthly administrative fee and forgave the $ 71,000 outstanding balance due. 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 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 which was drawn down on February 24, 2021. The Funding Parties may, but are not obligated to, loan the Company additional funds from time to time or at any time, as may be required (“Working Capital Loans”). Under the expense advancement agreement, the Working Capital Loans would either be paid upon completion of a Business Combination, without interest, or, at the holder’s discretion could be converted into warrants at a price of $ 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 March 31, 2021, there was $ 460,000 outstanding under the Working Capital Loans. | NOTE 6. — RELATED PARTY TRANSACTIONS Founder Shares On September 11, 2017, the Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (“Founder Shares”) for an aggregate purchase price of $ 25,000 . On December 5, 2017, certain of the Initial Stockholders surrendered and returned to the Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000 Founder Shares outstanding. The 5,750,000 Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would own 20 % of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters’ election to exercise their over-allotment option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited, resulting in 5,000,000 Founder Shares outstanding. 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 for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020 and 2019, the Company incurred $ 60,000 and $ 120,000 , respectively, in fees for these services. Effective June 30, 2020, Hydra Sponsor agreed to stop charging the Company the monthly administrative fee and forgave the $ 71,000 outstanding balance due. 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 $ 300,000 225,000 75,000 160,000 which was drawn down on February 24, 2021 (see Note 12). The Funding Parties may, but are not obligated to, loan the Company additional funds from time to time or at any time, as may be required (“Working Capital Loans”). Under the expense advancement agreement, the Working Capital Loans would either be paid upon completion of a Business Combination, without interest, or, at the holder’s discretion could be converted into warrants at a price of $ 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 as of March 10, 2021 (see Note 12). The Company assessed the provisions of the Working Capital Loans under ASC 815-15 (see Note 2). The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on conversion option liability. The conversion option was valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement (see Note 11). The Modified Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the conversion option is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 85% which was determined based on the observed success rates of business combinations for special purpose acquisition companies. The Company’s management evaluated the conversion option amounts outstanding as of December 31, 2020 and concluded that the amounts were immaterial. The following table presents the change in the fair value of conversion option: SCHEDULE OF CHANGE IN THE FAIR VALUE OF CONVERSION OPTION Fair value as of January 1, 2020 $ — Initial measurement 220,000 Change in fair value 10,000 Elimination of conversion option upon conversion of promissory note on June 25, 2020 (230,000 ) Fair value as of December 31, 2020 $ — |
COMMITMENTS
COMMITMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS | NOTE 7. — 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 to fund contributions to the Trust Account. The Company drew down the full amount under the GTWY Expense Advancement Agreement to fund the required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note that was non-interest bearing to GTWY Holdings (the “Gateway Promissory Note”). The Gateway Promissory Note provided for repayment out of the proceeds of the Trust Account released to the Company if the Company completes an initial Business Combination and, otherwise, out of funds held by the Company outside the Trust Account. At December 31, 2020, there was $ 566,268 outstanding under the note. On January 31, 2021, the Company and GTWY Holdings entered into an amendment to the Gateway Promissory Note to permit conversion of the promissory note into warrants at a price of $ 1.00 per warrant. In connection with such amendment, GTWY Holdings elected to convert the full principal balance of the Gateway Promissory Note into 566,288 warrants (see Note 10). 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 1,000,000 The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute discretion. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. On November 23, 2020, the underwriters agreed to waive $ 250,000 of the deferred fee which had been held in the Trust Account and was to be paid upon consummation of the Business Combination, resulting in an aggregate of $ 6,750,000 deferred underwriting fee payable as of December 31, 2020 (see Note 12). The Company recorded the waiver of the deferred fee as a credit to retained earnings in the accompanying statement of stockholders’ equity. 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 to occur concurrently with the consummation of the Business Combination, 6,250,000 Units on substantially the same terms as the sale of Units in the Initial Public Offering at $ 10.00 per Unit. 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. The Contingent Forward Purchase Contract was waived by the strategic investor in the connection with the proposed Business Combination with Ensysce. 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. | |
COMMITMENTS | 6. COMMITMENTS 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 to fund contributions to the Trust Account. The Company drew down the full amount under the GTWY Expense Advancement Agreement to fund the required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note that was not interest-bearing to GTWY Holdings (the “Gateway Promissory Note”). The Gateway Promissory Note provided for repayment out of the proceeds of the Trust Account released to the Company if the Company completes an initial Business Combination and, otherwise, out of funds held by the Company outside the Trust Account. On January 31, 2021, the Company and GTWY Holdings entered into an amendment to the Gateway Promissory Note to permit conversion of the promissory note into warrants at a price of $ 1.00 per warrant. In connection with such amendment, GTWY Holdings elected to convert the full principal balance of the Gateway Promissory Note into 566,288 warrants. 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. LEISURE ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2021 (Unaudited) 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 The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute discretion. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. On November 23, 2020, the underwriters agreed to waive $ 250,000 of the deferred fee which had been held in the Trust Account and was to be paid upon consummation of the Business Combination, resulting in an aggregate of $ 6,750,000 deferred underwriting fee payable as of December 31, 2020. On January 31, 2021, the underwriters agreed to waive $ 4,750,000 of the deferred fee which had been held in the Trust Account and was to be paid upon consummation of the Business Combination, resulting in an aggregate of $ 2,000,000 deferred underwriting fee payable as of March 31, 2021. 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 to occur concurrently with the consummation of the Business Combination, 6,250,000 Units on substantially the same terms as the sale of Units in the Initial Public Offering at $ 10.00 per Unit. 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 The Contingent Forward Purchase Contract was waived by the strategic investor in the connection with the proposed Business Combination with Ensysce. 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. Merger Agreement 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 per share (the “LACQ Common Stock”) calculated based on an exchange ratio of 0.06585 (the “Exchange Ratio”). The Transaction will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. Warrant Surrender Agreement On January 31, 2021, in connection with entering into the Merger Agreement, the Company entered into a Warrant Surrender Agreement, by and among Company and the Sponsors, pursuant to which each of the Sponsors agreed to irrevocably forfeit and surrender 250,000 Private Placement Warrants immediately prior to, and contingent upon, the Closing of the Transaction. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsidiary or Equity Method Investee [Line Items] | ||
STOCKHOLDERS’ EQUITY | 7. STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Common Stock 100,000,000 shares of common stock with a par value of $ 0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. The underwriters’ election to exercise their over-allotment option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited. At March 31, 2021 and December 31, 2020, there were 6,224,268 shares of common stock issued and outstanding. LEISURE ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2021 (Unaudited) | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding. Common Stock 100,000,000 shares of common stock with a par value of $ 0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. The underwriters’ election to exercise their over-allotment option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited. At December 31, 2020 and 2019, there were 6,224,268 and 7,067,422 shares of common stock issued and outstanding, respectively, excluding 0 and 16,808,829 shares of common stock subject to possible redemption, respectively. Warrants th st five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● 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 ; and ● 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 In January 2021, the Company terminated an agreement with a strategic advisor. Under the terms of the termination agreement, the strategic advisor accepted 500,000 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Common Stock As of March 31, 2021 and December 31, 2020 the Company had a total of 243,790,541 239,465,160 Warrants In February 2013, the Company issued 200,000 0.41 In August 2019, the Company issued 100,000 0.20 | 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 shares and authorized the issuance of 50,000,000 shares of preferred stock. Pursuant to the Company’s amended and restated articles of incorporation, as of December 31, 2020, the Company was authorized to issue 500,000,000 shares of common stock with a par value of $ 0.000025 per share and 50,000,000 shares of preferred stock, par value $ 0.000025 . As of December 31, 2020 and 2019, there were no shares of preferred stock issued and outstanding. 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 shares of common stock issued and outstanding. 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 .00 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 9 — 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 Year Ended 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 (6.9 )% (1.2 )% Change in fair value of warrant liability (8.8 )% (58.8 )% Business Combination expenses 0.0 % 69.4 % Income tax provision 5.3 % (108.4 )% 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, as well as permanent differences attributable to the change in the fair value of the warrants. 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% reserve on all research and development credits generated. The valuation allowance decreased by $ 0.2 million and increased by $ 2.6 million during the years ended December 31, 2020 and 2019, respectively. 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% effective January 1, 2018, among others. The Company was required to recognize the effect of the tax law changes in the period of enactment, such as determining the estimated transition tax, re-measuring our U.S. deferred tax assets and liabilities at a 21% rate as well as reassessing the net realizability of our deferred tax assets and liabilities. The one-time transition tax does not generate a tax liability as the deemed distribution is offset by current year taxable losses. The amount related to the re-measurement of the deferred tax balance was a reduction of approximately $ 9.8 million. Due to the corresponding valuation allowance fully offsetting deferred taxes, there was no impact on the consolidated statement of operations. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | 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. LEISURE ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2021 (Unaudited) 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 March 31, 2021 and December 31, 2020, 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 March 31, 2021 December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 12,690,899 $ 12,628,170 Liabilities: Warrant Liability – Private Warrants 3 8,307,375 6,260,000 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Private Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was determined based on the observed success rates of business combinations for special purpose acquisition companies. The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows: SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL FOR THE PRIVATE WARRANTS Input March 31, 2021 December 31, 2020 Risk-free interest rate 0.92 % 0.36 % Expected Term (years) 5.0 5.0 Probability of Business Combination 30.0 % 30.0 % Expected volatility 19.6 % 19.7 % Exercise price $ 11.50 $ 11.50 Stock Price $ 13.08 $ 12.43 Annual dividend yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES March 31, 2021 Fair value as of December 31, 2020 $ 6,260,000 Change in fair value 2,047,375 Fair value as of March 31, 2021 $ 8,307,375 | NOTE 10 — 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 and liabilities 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, December 31, Assets: Marketable securities held in Trust Account 1 $ 12,628,170 $ 195,312,177 Liabilities: Warrant Liability – Private Warrants 3 6,260,000 7,166,250 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Private Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was determined based on the observed success rates of business combinations for special purpose acquisition companies. The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows: SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL FOR THE PRIVATE WARRANTS Input December 31, December 31, Risk-free interest rate 0.36 % 1.69 % Expected Term (years) 5.0 5.0 Probability of Business Combination 30.0 % 90.0 % Expected volatility 19.7 % 13.5 % Exercise price $ 11.50 $ 11.50 Stock Price $ 12.43 $ 10.42 Annual dividend yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES Private Placement Fair value as of December 31, 2018 5,733,000 Change in fair value 1,433,250 Fair value as of December 31, 2019 7,166,250 Change in fair value (906,250 ) Fair value as of December 31, 2020 $ 6,260,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated 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 condensed consolidated financial statements. | NOTE 11. — 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 and as described in Note 2, 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 $ 0.0001 per share (the “LACQ Common Stock”) calculated based on an exchange ratio of 0.06585 (the “Exchange Ratio”). 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 , which may under certain situations be payable in the form of LACQ Common Stock. 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 per warrant. In connection with such amendment, GTWY Holdings elected to convert the full principal balance of the Gateway Promissory Note into 566,288 warrants. 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 . The promissory notes covering the prior loan balance in the aggregate amount of $ 300,000 was amended and restated on February 24, 2021 in order to reflect the incremental increase of the total amount of advances available to the Company thereunder to $ 460,000 and all of which increase was drawn on February 24, 2021. |
Ensysce Biosciences, Inc [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS The Company evaluated subsequent events requiring recording or disclosure in the unaudited consolidated financial statements for the three months ended March 31, 2021 through the date the financial statements were issued and concluded that no events have occurred that would require recognition or disclosure in the consolidated financial statements except as described below: In May 2021, the Company issued a promissory note to a member of the Board of Directors for proceeds of $ 50,000 | 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 . The note contains the same terms as the 2018 convertible notes discussed in Note 7. 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. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
Warrants | |
WARRANTS | 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60 th st five years The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● 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 ; and ● 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. |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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. | 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 0.001 100,000 0.001 79.2 19.8 1.0 In January 2021, the Company entered into a definitive merger agreement with a special purpose acquisition company (“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 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. The contemplated merger with the SPAC will trigger conversion of the 2015 convertible notes, the 2018 convertible notes, and the 2021 convertible note but will not trigger conversion of the 2020 convertible notes. The 2020 promissory notes and 2021 promissory notes are expected to be repaid from the proceeds of the merger with the SPAC or subsequent financing. Refer to Note 7 for details. As of March 31, 2021, the Company had recorded $ 0.8 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying condensed financial statements. Operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, refer to the audited consolidated financial statements and notes for the year ended December 31, 2020. The unaudited consolidated financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). The accompanying interim unaudited consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest year ended December 31, 2020. 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, and had a working capital deficit of $ 7.2 57.1 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 36 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. 1.2 800,000 400,000 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 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. ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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 March 31, December 31, 2021 2020 Prepaid research and development $ 51,065 $ 112,966 Prepaid insurance 22,508 17,158 Prepaid rent 2,550 - Other prepaid expenses 2,757 - Total prepaid expenses and other current assets $ 78,880 $ 130,124 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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 March 31, December 31, 2021 2020 Professional fees $ 315,830 $ 13,755 Accrued research and development 297,655 72,906 Deferred grant revenue 100,215 159,047 Accrued scientific advisory board fees 60,032 60,032 Other accrued liabilities 80,810 39,052 Total accrued expenses and other liabilities $ 854,542 $ 344,792 | 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7. — 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 to fund contributions to the Trust Account. The Company drew down the full amount under the GTWY Expense Advancement Agreement to fund the required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note that was non-interest bearing to GTWY Holdings (the “Gateway Promissory Note”). The Gateway Promissory Note provided for repayment out of the proceeds of the Trust Account released to the Company if the Company completes an initial Business Combination and, otherwise, out of funds held by the Company outside the Trust Account. At December 31, 2020, there was $ 566,268 outstanding under the note. On January 31, 2021, the Company and GTWY Holdings entered into an amendment to the Gateway Promissory Note to permit conversion of the promissory note into warrants at a price of $ 1.00 per warrant. In connection with such amendment, GTWY Holdings elected to convert the full principal balance of the Gateway Promissory Note into 566,288 warrants (see Note 10). 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 1,000,000 The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute discretion. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. On November 23, 2020, the underwriters agreed to waive $ 250,000 of the deferred fee which had been held in the Trust Account and was to be paid upon consummation of the Business Combination, resulting in an aggregate of $ 6,750,000 deferred underwriting fee payable as of December 31, 2020 (see Note 12). The Company recorded the waiver of the deferred fee as a credit to retained earnings in the accompanying statement of stockholders’ equity. 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 to occur concurrently with the consummation of the Business Combination, 6,250,000 Units on substantially the same terms as the sale of Units in the Initial Public Offering at $ 10.00 per Unit. 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. The Contingent Forward Purchase Contract was waived by the strategic investor in the connection with the proposed Business Combination with Ensysce. 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 AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES COMMITMENTS Litigation As of March 31, 2021 and December 31, 2020, 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. Lease During the three months ended March 31, 2020, the Company leased office space on a month-to-month basis. In August 2020, the Company entered into an agreement to lease office space. The lease commencement date was October 1, 2020 October 31, 2021 17,850 The Company recognized total rent expense of $ 12,379 9,727 | NOTE 6 - COMMITMENTS AND CONTINGENCIES 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 and the lease will terminate on October 31, 2021 with no option to renew. As of December 31, 2020, the future lease payments totaled $ 25,500 . The Company recognized total rent expense of $ 36,645 and $ 32,593 in the years ended December 31, 2020 and 2019, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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 March 31, 2021: SCHEDULE OF NOTES PAYABLE Principal balance Accrued interest Unamortized debt discount Net debt balance 2015 convertible notes $ 100,000 $ 29,904 $ - $ 129,904 2018 convertible notes 3,500,000 814,208 (630,852 ) 3,683,356 2020 promissory notes 100,000 4,194 - 104,194 2020 convertible notes 700,000 46,986 (137,888 ) 609,098 2021 promissory notes 300,000 1,250 - 301,250 2021 convertible notes 50,000 835 (2,813 ) 48,022 Total $ 4,750,000 $ 897,377 $ (771,553 ) $ 4,875,824 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following table provides a summary of the Company’s outstanding debt as of December 31, 2020: 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 During the three months ended March 31, 2021, interest expense for all notes payable was recognized in the amounts of $ 109,381 174,412 83,438 246,211 1.1 50.7 2015 Convertible Notes Payable During 2015, the Company issued certain convertible promissory notes in the aggregate principal amount of $ 873,000 100,000 5 80 2018 Convertible Notes Payable Between January 2018 and December 2020, the Company received financing totaling $ 3,500,000 2,500,000 1,000,000 10 50 5,000,000 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 55 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. ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 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 10 2.0 80 10.0 10.0 2021 Convertible Note Payable In January 2021, the Company received financing totaling $ 50,000 10 January 28, 2023 80 10.0 2021 Promissory Notes In March 2021, the Company received financing totaling $ 300,000 June 30, 2022 2.0 10 | 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 under a series of unsecured promissory notes with the CEO and a board member. The promissory notes bear interest at a rate of 10% per annum and mature December 31, 2021 or upon certain financing transactions, whichever is earlier. 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 and $ 613,610 related to the face value interest and the amortization of the discount due to the embedded derivative instrument, respectively. During the year ended December 31, 2019, interest expense was recognized in the amounts of $ 292,260 and $ 666,689 related to the face value interest and the amortization of the debt discount due to the embedded derivative instrument, respectively. The remaining debt discount is expected to be amortized over 1.2 years at an effective interest rate of 55.4 %, which represents the weighted average remaining term of the notes and the weighted average effective interest rate, respectively. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION - Ensysce Biosciences, Inc [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 and 78,265,500, respectively. In February 2019, the Board and stockholders authorized an increase in the shares reserved under the 2016 Plan from 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 shares of common stock, including an option granted to the Company’s Chief Executive Officer to purchase 10,100,000 shares of common stock and options granted to directors and consultants to purchase an aggregate of 35,200,000 shares of common stock. During the year ended December 31, 2020, the Company granted stock options to purchase an aggregate of 2,000,000 shares of common stock to members of the board of directors. The options vest over three years and have an exercise price of $ 0.22 per share. The Company recognized within general and administrative expense stock-based compensation expense of approximately $ 178,679 and $ 6,035,433 for the years ended December 31, 2020 and 2019, respectively. During the years ended December 31, 2020 and 2019, there was no stock-based compensation allocated to research and development expense. 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 6.8 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 and $ 0.13 , respectively. As of December 31, 2020 and 2019 the Company had an aggregate of $ 159,453 and $ 48,438 of unrecognized share-based compensation cost, respectively, which is expected to be recognized over the weighted average period of 2.38 years. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
STOCK-BASED COMPENSATION | NOTE 9 - STOCK-BASED COMPENSATION In 2016, the Company adopted the Ensysce Biosciences, Inc. 2016 Stock Incentive Plan (the “2016 Plan”). In February 2019, the Board and stockholders authorized an increase in the shares reserved under the 2016 Plan from 75,000,000 100,000,000 In March 2019, the Company adopted the 2019 Directors Plan, which was amended in August 2020. The 2019 Directors Plan, as amended, allows for the issuance of up to 2,500,000 In addition to the 2016 Plan and the 2019 Directors Plan, the Company has two legacy equity incentive plans (the “Legacy Plans”). 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. As of March 31, 2021 and December 31, 2020, the options outstanding under each plan were as follows: SCHEDULE OF OPTIONS OUTSTANDING March 31, December 31, 2021 2020 Legacy Plans 4,022,288 8,247,669 2016 Plan 61,265,500 61,265,500 2019 Directors Plan 2,200,000 2,300,000 Total options outstanding 67,487,788 71,813,169 Option Activity During the three months ended March 31, 2020, the Company granted stock options to purchase an aggregate of 1,000,000 three years 0.22 The Company recognized within general and administrative expense stock-based compensation expense of $ 43,820 32,486 no ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the Company’s stock option activity the three months ended March 31, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2020 71,813,169 $ 0.15 6.8 $ 1,817,383 Granted - $ - $ - Exercised (4,325,381 ) $ 0.06 $ 472,453 Expired / Forfeited - $ - $ - Outstanding at March 31, 2021 67,487,788 $ 0.16 7.0 $ 1,344,930 Exercisable at March 31, 2021 65,543,350 $ 0.16 6.9 $ 1,328,263 Vested and expected to vest 67,487,788 $ 0.16 7.0 $ 1,344,930 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 Three months ended March 31, 2021 Stock price $ 0.17 Exercise price $ 0.22 Expected stock price volatility 124.0 % Expected term (years) 5.8 Risk-free interest rate 1.52 % Expected dividend yield 0 % ● Expected stock-price volatility. ● Expected term. ● Risk-free interest rate. ● Expected dividend yield. The weighted-average grant date fair value of options granted during the three months ended March 31, 2020 was $ 0.15 no As of March 31, 2021, the Company had an aggregate of $ 115,633 2.1 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Shares Reserved for Future Issuance The following shares of common stock are reserved for future issuance: SCHEDULE OF COMMON STOCK RESERVED FOT FUTURE ISSUANCE March 31, 2021 Stock options outstanding 67,487,788 Stock options available for future grant under 2016 Plan 38,734,500 Stock options available for future grant under 2019 Directors Plan 200,000 Warrants outstanding 300,000 Total shares of common stock reserved for future issuance 106,722,288 |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
RELATED PARTIES | 5. RELATED PARTY TRANSACTIONS Founder Shares On September 11, 2017, the Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (“Founder Shares”) for an aggregate purchase price of $ 25,000 . On December 5, 2017, certain of the Initial Stockholders surrendered and returned to the Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000 Founder Shares outstanding. The 5,750,000 Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would own 20 % of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters’ election to exercise their over-allotment option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited, resulting in 5,000,000 Founder Shares outstanding. 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. LEISURE ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2021 (Unaudited) 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 for office space, utilities and secretarial and administrative support. For the three months ended March 31, 2020, the Company incurred $ 30,000 in fees for these services. Effective June 30, 2020, Hydra Sponsor agreed to stop charging the Company the monthly administrative fee and forgave the $ 71,000 outstanding balance due. 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 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 which was drawn down on February 24, 2021. The Funding Parties may, but are not obligated to, loan the Company additional funds from time to time or at any time, as may be required (“Working Capital Loans”). Under the expense advancement agreement, the Working Capital Loans would either be paid upon completion of a Business Combination, without interest, or, at the holder’s discretion could be converted into warrants at a price of $ 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 March 31, 2021, there was $ 460,000 outstanding under the Working Capital Loans. | NOTE 6. — RELATED PARTY TRANSACTIONS Founder Shares On September 11, 2017, the Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (“Founder Shares”) for an aggregate purchase price of $ 25,000 . On December 5, 2017, certain of the Initial Stockholders surrendered and returned to the Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000 Founder Shares outstanding. The 5,750,000 Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would own 20 % of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters’ election to exercise their over-allotment option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited, resulting in 5,000,000 Founder Shares outstanding. 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 for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020 and 2019, the Company incurred $ 60,000 and $ 120,000 , respectively, in fees for these services. Effective June 30, 2020, Hydra Sponsor agreed to stop charging the Company the monthly administrative fee and forgave the $ 71,000 outstanding balance due. 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 $ 300,000 225,000 75,000 160,000 which was drawn down on February 24, 2021 (see Note 12). The Funding Parties may, but are not obligated to, loan the Company additional funds from time to time or at any time, as may be required (“Working Capital Loans”). Under the expense advancement agreement, the Working Capital Loans would either be paid upon completion of a Business Combination, without interest, or, at the holder’s discretion could be converted into warrants at a price of $ 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 as of March 10, 2021 (see Note 12). The Company assessed the provisions of the Working Capital Loans under ASC 815-15 (see Note 2). The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to loss on conversion option liability. The conversion option was valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement (see Note 11). The Modified Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the conversion option is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 85% which was determined based on the observed success rates of business combinations for special purpose acquisition companies. The Company’s management evaluated the conversion option amounts outstanding as of December 31, 2020 and concluded that the amounts were immaterial. The following table presents the change in the fair value of conversion option: SCHEDULE OF CHANGE IN THE FAIR VALUE OF CONVERSION OPTION Fair value as of January 1, 2020 $ — Initial measurement 220,000 Change in fair value 10,000 Elimination of conversion option upon conversion of promissory note on June 25, 2020 (230,000 ) Fair value as of December 31, 2020 $ — |
Ensysce Biosciences, Inc [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
RELATED PARTIES | NOTE 10 - RELATED PARTIES During the three months ended March 31, 2021 and 2020, the Company paid cash compensation of $ 33,146 12,989 3,584 12,989 The Company issued a series of convertible notes to the Chairman of the Board as described in Note 7, which totaled $ 2.5 As of March 31, 2021 and December 31, 2020, the Company had promissory notes outstanding to three members of the board of directors, including the Chief Executive Officer and Chairman of the Board, which totaled $ 400,000 100,000 | 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 to the Chief Executive Officer through a separate operating company with which the Chief Executive Officer is affiliated. As of December 31, 2020, the Company owed $ 12,989 in accounts payable to the separate operating company. In March 2019, the Company issued 100,000 stock options with an exercise price of $ 0.17 per share with immediate vesting to each of the two non-employee members of the Board of Directors, both of whom are stockholders of the Company. The Company issued a series of convertible notes to the Chairman of the Board which total $ 2.5 million and $ 2.2 million as of December 31, 2020 and 2019, respectively as described in Note 7. 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 as described in Note 7. ENSYSCE BIOSCIENCES, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020, as filed with the SEC on June 7, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company and which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | 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 condensed consolidated 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 condensed consolidated 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. | 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 March 31, 2021 and December 31, 2020. | 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 March 31, 2021 and December 31, 2020, 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 three months ended March 31, 2021, the Company did no t make any withdrawals of interest income from the 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 and $ 836,205 of interest income from the Trust Account to pay franchise and income taxes. |
Derivative Financial Instruments | Derivative Instruments The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash change in the fair value of warrant liability on the condensed consolidated statements of operations. | Derivative Instruments The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations. |
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. LEISURE ACQUISITION CORP. (Unaudited) 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 March 31, 2021 and December 31, 2020. 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 effective tax rate of 3% 4 % differs from the statutory tax rate of 21 % for the three months ended March 31, 2021 and 2021 primarily due to the effect of the permanent differences attributable to the change in the fair value of the warrants. 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. | 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 Loss per Share | Net 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 18,391,289 shares in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. 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 EARNINGS PER COMMON SHARE 2021 2020 For three months ended March 31, 2021 2020 Common stock subject to possible redemption Numerator: Earnings attributable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ — Less: interest available to be withdrawn for payment of taxes — — Net income $ — $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding — 15,885,267 Basic and diluted net income per share $ — $ 0.00 Non-Redeemable Common Stock Numerator: Net (Loss) Income minus Net Earnings Net (loss) income $ (1,711,607 ) $ 1,792,718 Less: Net income attributable to Common stock subject to possible redemption — — Non-redeemable net (loss) income $ (1,711,607 ) $ 1,792,718 Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding 6,224,268 6,375,178 Basic and diluted net (loss) income per share $ (0.27 ) $ 0.28 LEISURE ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2021 (Unaudited) | 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 shares in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. 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 EARNINGS PER COMMON SHARE 2020 2019 For the year ended December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings attributable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ 3,784,472 Less: interest available to be withdrawn for payment of taxes — (672,550 ) Net income $ — $ 3,111,922 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 3,949,616 18,270,950 Basic and diluted net income per share $ 0.00 $ 0.17 Non-Redeemable Common Stock Numerator: Net Income (Loss) minus Net Earnings Net loss $ 4,310,769 $ (1,067,296 ) Less: Net income allocable to Common stock subject to possible redemption — (3,239,823 ) Non-Redeemable Net Income (Loss) $ 4,309,136 $ (4,307,119 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,642,759 6,621,293 Basic and diluted net income (loss) per share $ 0.65 $ (0.63 ) |
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 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | 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 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 condensed consolidated balance sheets, primarily due to their short-term nature, except for the Private Placement Warrants, the working capital warrants issued on conversion of its convertible promissory note and the warrants issued on conversion of the amounts outstanding under the Gateway Promissory Note (collectively, the “Private Warrants”). | 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, except for the Derivative Instruments (see Note 6 and 11). |
Recently Adopted Accounting Pronouncements | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. LEISURE ACQUISITION CORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2021 (Unaudited) | 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. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
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. | 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. | 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. |
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 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Between January 2018 and January 2021, 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. | 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. |
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. | 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. |
Net Loss per Share | Net Loss per Share The basic net loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the weighted average number of common shares outstanding during the year. The diluted net loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the diluted weighted average number of common shares outstanding during the year. The following weighted average shares have been excluded from the calculations of diluted weighted average common shares outstanding because they would have been anti-dilutive: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION Three Months Ended March 31, 2021 2020 Stock options 70,069,228 87,603,148 Warrants 300,000 300,000 Total 70,369,228 87,903,148 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS | 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. | 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. | |
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 51 50 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 three months ended March 31, 2021 and 2020. | 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. |
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 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 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Revenue recognized under the MPAR Grant was approximately $ 73,726 691,131 176,850 171,269 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. | 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 million. 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 and $ 1,706,508 during the years ended December 31, 2020 and 2019, respectively. Revenue recognized under the TAAP/MPAR Grant was approximately $ 893,975 and $ 57,453 during the years ended December 31, 2020 and 2019, respectively. 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. | 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. | 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. |
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 March 31, 2021 and December 31, 2020, 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. 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 put option allows certain notes payable to be converted into common stock, contingent upon completion of an equity financing transaction with gross proceeds above certain thresholds. The fair value estimate of the embedded put option is based on the probability-weighted discounted value of the put feature and represents a Level 3 measurement. Significant assumptions used to determine the fair value of the put feature include the estimated probability of exercise of the put option and the discount rate used to calculate fair value. The estimated probability of exercise is based on management’s expectation for future equity financing transactions. The discount rate is based on the weighted average effective yield of notes payable previously issued by the Company, adjusted for changes in market yields of healthcare sector CCC-rated debt. As of March 31, 2021, assumptions included a probability of exercise of the put option of 10 33.5 10 42.9 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 March 31, 2021 Total Level 1 Level 2 Level 3 Contingent put option $ 712,899 $ - $ - $ 712,899 Total $ 712,899 $ - $ - $ 712,899 December 31, 2020 Total Level 1 Level 2 Level 3 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 670,262 $ - $ - $ 670,262 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 March 31, December 31, 2021 2020 Beginning fair value $ 670,262 $ 2,646,347 Issuance 3,052 471,823 Change in fair value 39,585 (2,447,908 ) Ending fair value $ 712,899 $ 670,262 See Note 7 for further details on the embedded contingent put option. | 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. 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 put option allows certain notes payable to be converted into common stock, contingent upon completion of an equity financing transaction with gross proceeds above certain thresholds. The fair value estimate of the embedded put option is based on the probability-weighted discounted value of the put feature and represents a Level 3 measurement. Significant assumptions used to determine the fair value of the put feature include the estimated probability of exercise of the put option and the discount rate used to calculate fair value. The estimated probability of exercise is based on management’s expectation for future equity financing transactions. The discount rate is based on the weighted average effective yield of notes payable previously issued by the Company, adjusted for changes in market yields of healthcare sector CCC-rated debt. As of December 31, 2020, assumptions included a probability of exercise of the put option of 10% and a discount rate of 42.9%. As of December 31, 2019, assumptions included a probability of exercise of the put option of 80% and a discount rate range of 65.5% to 93.1%, with a weighted-average discount rate of 66.4%. The decrease during 2020 in the estimated probability of exercise of the put option reflects greater expectation for an initial public offering or reverse merger transaction, which would not trigger the put option. Beginning in late 2020, the Company held discussions with various public companies and SPACs about potential mergers to effect a public listing of the Company’s stock and executed the GEM Agreement to provide a source of funding following such public listing of the Company’s stock. 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. |
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 three months ended March 31, 2021 and 2020, stock-based compensation costs are recorded in general and administrative expenses in the consolidated statements of operations. | 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. 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. | 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. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
SUMMARY OF EFFECTS ON RESTATEMENT ON THE FINANCIAL STATEMENT | The table below summarizes the effects of the restatement on the financial statements for all periods being restated: SUMMARY OF EFFECTS ON RESTATEMENT ON THE FINANCIAL STATEMENT As Previously As Reported Adjustments Restated Balance sheet as of December 5, 2017 (audited) Total Liabilities $ 7,206,932 $ 4,572,750 $ 11,779,682 Common Stock Subject to Possible Redemption 190,296,100 (4,572,750 ) 185,723,350 Common Stock 672 46 718 Additional Paid-in Capital 5,004,493 (46 ) 5,004,447 Accumulated Deficit (5,161 ) — (5,161 ) Total Stockholders’ Equity 5,000,004 — 5,000,004 Number of shares subject to redemption 19,029,610 (457,275 ) 18,572,335 Balance sheet as of December 31, 2017 (audited) Total Liabilities $ 7,156,239 $ 5,664,750 $ 12,820,989 Common Stock Subject to Possible Redemption 190,270,071 (5,664,750 ) 184,605,321 Common Stock 673 57 730 Additional Paid-in Capital 5,030,521 1,091,943 6,122,464 Accumulated Deficit (31,193 ) (1,092,000 ) (1,123,193 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 19,015,680 (566,138 ) 18,449,542 Balance sheet as of March 31, 2018 (unaudited) Total Liabilities $ 7,197,431 $ 5,323,500 $ 12,520,931 Common Stock Subject to Possible Redemption 190,676,137 (5,323,500 ) 185,352,637 Common Stock 599 53 652 Additional Paid-in Capital 4,624,529 750,697 5,375,226 (Accumulated Deficit) / Retained Earnings 374,873 (750,750 ) (375,877 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 19,010,039 (530,743 ) 18,479,296 Balance sheet as of June 30, 2018 (unaudited) Total Liabilities $ 7,135,244 $ 5,596,500 $ 12,731,744 Common Stock Subject to Possible Redemption 191,091,247 (5,596,500 ) 185,494,747 Common Stock 601 56 657 Additional Paid-in Capital 4,209,417 1,023,694 5,233,111 (Accumulated Deficit) / Retained Earnings 789,983 (1,023,750 ) (233,767 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,989,851 (556,157 ) 18,433,694 Balance sheet as of September 30, 2018 (unaudited) Total Liabilities $ 7,359,152 $ 7,302,750 $ 14,661,902 Common Stock Subject to Possible Redemption 191,668,896 (7,302,750 ) 184,366,146 Common Stock 603 72 675 Additional Paid-in Capital 3,631,766 2,729,928 6,361,694 (Accumulated Deficit) / Retained Earnings 1,367,632 (2,730,000 ) (1,362,368 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,974,158 (722,932 ) 18,251,226 As Previously As Reported Adjustments Restated Balance sheet as of December 31, 2018 (audited) Total Liabilities $ 7,439,650 $ 5,733,000 $ 13,172,650 Common Stock Subject to Possible Redemption 192,392,104 (5,733,000 ) 186,659,104 Common Stock 604 56 660 Additional Paid-in Capital 2,908,557 1,160,194 4,068,751 Retained Earnings 2,090,840 (1,160,250 ) 930,590 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,960,928 (565,008 ) 18,395,920 Balance sheet as of March 31, 2019 (unaudited) Total Liabilities $ 7,387,249 $ 5,391,750 $ 12,778,999 Common Stock Subject to Possible Redemption 193,168,017 (5,391,750 ) 187,776,267 Common Stock 605 53 658 Additional Paid-in Capital 2,132,643 818,947 2,951,590 Retained Earnings 2,866,753 (819,000 ) 2,047,753 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,952,136 (528,996 ) 18,423,140 Balance sheet as of June 30, 2019 (unaudited) Total Liabilities $ 7,770,352 $ 5,391,750 $ 13,162,102 Common Stock Subject to Possible Redemption 193,586,919 (5,391,750 ) 188,195,169 Common Stock 610 53 663 Additional Paid-in Capital 1,713,736 818,947 2,532,683 Retained Earnings 3,285,655 (819,000 ) 2,466,655 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,899,782 (526,394 ) 18,373,388 Balance sheet as of September 30, 2019 (unaudited) Total Liabilities $ 8,134,091 $ 5,528,250 $ 13,662,341 Common Stock Subject to Possible Redemption 194,076,642 (5,528,250 ) 188,548,392 Common Stock 614 54 668 Additional Paid-in Capital 1,224,009 955,446 2,179,455 Retained Earnings 3,775,378 (955,500 ) 2,819,878 Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 18,860,476 (537,238 ) 18,323,238 Balance sheet as of December 30, 2019 (audited) Total Liabilities $ 10,337,313 $ 7,166,250 $ 17,503,563 Common Stock Subject to Possible Redemption 181,174,585 (7,166,250 ) 174,008,335 Common Stock 638 69 707 Additional Paid-in Capital 2,542,569 2,593,431 5,136,000 (Accumulated Deficit) / Retained Earnings 2,456,794 (2,593,500 ) (136,706 ) Total Stockholders’ Equity 5,000,001 — 5,000,001 Number of shares subject to redemption 17,501,073 (692,244 ) 16,808,829 As Previously As Reported Adjustments Restated Balance sheet as of March 31, 2020 (unaudited) Total Liabilities $ 52,060,483 $ 5,023,678 $ 57,084,161 Common Stock Subject to Possible Redemption 4,541,236 (4,541,236 ) — Common Stock 660 43 703 Additional Paid-in Capital 2,892,404 (31,557 ) 2,860,847 Retained Earnings 2,106,940 (450,928 ) 1,656,012 Total Stockholders’ Equity 5,000,004 (482,442 ) 4,517,562 Number of shares subject to redemption 433,788 (433,788 ) — Balance sheet as of June 30, 2020 (unaudited) Total Liabilities $ 8,359,869 $ 7,746,750 $ 16,106,619 Common Stock Subject to Possible Redemption 52,179 (52,179 ) — Common Stock 626 (4 ) 622 Additional Paid-in Capital 282,203 (282,203 ) 0.00 (Accumulated Deficit) / Retained Earnings 4,717,174 (7,412,364 ) (2,695,190 ) Total Stockholders’ Equity 5,000,003 (7,694,571 ) (2,694,568 ) Number of shares subject to redemption 5,156 (5,156 ) — Balance sheet as of September 30, 2020 (unaudited) Total Liabilities $ 8,018,370 $ 3,756,000 $ 11,774,370 Common Stock Subject to Possible Redemption 270,999 (270,999 ) — Common Stock 624 (2 ) 622 Additional Paid-in Capital 63,385 (63,385 ) — (Accumulated Deficit) / Retained Earnings 4,935,997 (3,421,614 ) 1,514,383 Total Stockholders’ Equity 5,000,006 (3,485,001 ) 1,515,005 Number of shares subject to redemption 26,189 (26,189 ) — Balance sheet as of December 30, 2020 (audited) Total Liabilities $ 7,801,692 $ 6,260,000 $ 14,061,692 Common Stock Subject to Possible Redemption 52,935 (52,935 ) — Common Stock 622 — 622 Additional Paid-in Capital — — — (Accumulated Deficit) / Retained Earnings 4,999,385 (6,207,065 ) (1,207,680 ) Total Stockholders’ Equity 5,000,007 (6,207,065 ) (1,207,058 ) Number of shares subject to redemption 5,094 (5,094 ) — Statement of Operations for the period from September 11, 2017 (inception) to December 31, 2017 (audited) Net loss $ (31,193 ) $ (1,092,000 ) $ (1,123,193 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,572,335 18,572,335 Basic and diluted net income per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,184,506 107,109 6,291,615 Basic and diluted net loss per share, Common Stock (0.01 ) (0.18 ) (0.19 ) Statement of Operations for the three months ended March 31, 2018 (unaudited) Net income (loss) $ 406,066 $ 341,250 $ 747,316 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,449,542 18,449,542 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.03 0.03 Basic and diluted weighted average shares outstanding, Common stock 5,984,320 566,138 6,550,458 Basic and diluted net (loss) income per share, Common Stock (0.02 ) 0.05 0.03 As Previously As Reported Adjustments Restated Statement of Operations for the three months ended June 30, 2018 (unaudited) Net income $ 415,110 $ (273,000 ) $ 142,110 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,479,296 18,479,296 Basic and diluted net income per share, Common stock subject to possible redemption — 0.04 0.04 Basic and diluted weighted average shares outstanding, Common stock 5,989,961 530,743 6,520,704 Basic and diluted net loss per share, Common Stock (0.05 ) (0.04 ) (0.09 ) Statement of Operations for the six months ended June 30, 2018 (unaudited) Net income $ 821,176 $ 68,250 $ 889,426 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,464,501 18,464,501 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.08 0.08 Basic and diluted weighted average shares outstanding, Common stock 5,981,156 548,343 6,535,499 Basic and diluted net loss per share, Common Stock (0.10 ) 0.02 (0.08 ) Statement of Operations for the three months ended September 30, 2018 (unaudited) Net income (loss) $ 577,649 $ (1,706,250 ) $ (1,128,601 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,433,694 18,433,694 Basic and diluted net income per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,010,149 566,157 6,566,306 Basic and diluted net loss per share, Common Stock (0.05 ) (0.25 ) (0.30 ) Statement of Operations for the nine months ended September 30, 2018 (unaudited) Net income (loss) $ 1,398,825 $ (1,638,000 ) $ (239,175 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,454,119 18,454,119 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.15 0.12 Basic and diluted weighted average shares outstanding, Common stock 5,994,905 550,976 6,545,881 Basic and diluted net loss per share, Common Stock (0.14 ) (0.24 ) (0.38 ) Statement of Operations for the year ended December 31, 2018 (audited) Net income $ 2,122,033 $ (68,250 ) $ 2,053,783 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,402,979 18,402,979 Basic and diluted net income per share, Common stock subject to possible redemption — 0.19 0.19 Basic and diluted weighted average shares outstanding, Common stock 6,002,703 549,318 6,597,021 Basic and diluted net (loss) income per share, Common Stock (0.22 ) 0.01 (0.21 ) As Previously As Reported Adjustments Restated Statement of Operations for the three months ended March 31, 2019 (unaudited) Net income $ 775,913 $ 341,250 $ 1,117,163 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,935,920 18,395,920 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.06 0.06 Basic and diluted weighted average shares outstanding, Common stock 6,039,072 565,008 6,604,080 Basic and diluted net (loss) income per share, Common Stock (0.04 ) 0.05 0.01 Statement of Operations for the three months ended June 30, 2019 (unaudited) Net income $ 418,902 $ — $ 418,902 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,123,140 18,423,140 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,047,864 528,996 6,576,860 Basic and diluted net loss per share, Common Stock (0.09 ) 0.01 (0.08 ) Statement of Operations for the six months ended June 30, 2019 (unaudited) Net income $ 1,194,815 $ 341,250 $ 1,536,065 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,409,605 18,409,605 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.10 0.10 Basic and diluted weighted average shares outstanding, Common stock 6,043,492 546,903 6,590,395 Basic and diluted net (loss) income per share, Common Stock (0.10 ) 0.06 (0.04 ) Statement of Operations for the three months ended September 30, 2019 (unaudited) Net income $ 489,723 $ (136,500 ) $ 353,223 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,373,388 18,373,388 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.05 0.05 Basic and diluted weighted average shares outstanding, Common stock 6,100,218 526,394 6,626,612 Basic and diluted net loss per share, Common Stock (0.08 ) (0.01 ) (0.09 ) Statement of Operations for the nine months ended September 30, 2019 (unaudited) Net income (loss) $ 1,684,538 $ 204,750 $ 1,889,288 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,397,400 18,397,400 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.15 0.15 Basic and diluted weighted average shares outstanding, Common stock 6,062,609 539,991 6,602,600 Basic and diluted net (loss) income per share, Common Stock (0.18 ) 0.05 (0.13 ) As Previously As Reported Adjustments Restated Statement of Operations for the year ended December 31, 2019 (audited) Net income (loss) $ 365,954 $ (1,433,250 ) $ (1,067,296 ) Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 18,270,950 18,270,950 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.17 0.17 Basic and diluted weighted average shares outstanding, Common stock 6,081,996 539,297 6,621,293 Basic and diluted net loss per share, Common Stock (0.47 ) (0.16 ) (0.63 ) Statement of Operations for the three months ended March 31, 2020 (unaudited) Net income (loss) $ (349,854 ) $ 2,142,572 $ 1,792,718 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 15,885,267 15,885,267 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.01 0.01 Basic and diluted weighted average shares outstanding, Common stock 6,375,178 690,659 7,065,837 Basic and diluted net (loss) income per share, Common Stock (0.07 ) 0.31 0.24 Statement of Operations for the three months ended June 30, 2020 (unaudited) Net income $ 2,610,234 $ (1,723,072 ) $ 887,162 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — — — Basic and diluted net income (loss) per share, Common stock subject to possible redemption — — — Basic and diluted weighted average shares outstanding, Common stock 6,604,785 399,665 7,004,450 Basic and diluted net (loss) income per share, Common Stock 0.40 (0.27 ) 0.13 Statement of Operations for the six months ended June 30, 2020 (unaudited) Net income $ 2,260,380 $ 419,500 $ 2,679,880 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 7,942,633 7,942,633 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,489,982 545,162 7,035,144 Basic and diluted net income per share, Common Stock 0.35 0.03 0.38 Statement of Operations for the three months ended September 30, 2020 (unaudited) Net income $ 218,823 $ 3,990,750 $ 4,209,573 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — — — Basic and diluted net income (loss) per share, Common stock subject to possible redemption — — — Basic and diluted weighted average shares outstanding, Common stock 6,257,127 5,156 6,262,283 Basic and diluted net income per share, Common Stock 0.03 0.64 0.67 As Previously As Reported Adjustments Restated Statement of Operations for the nine months ended September 30, 2020 (unaudited) Net income $ 2,479,203 $ 4,410,250 $ 6,889,453 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption — 5,275,764 5,275,764 Basic and diluted net income (loss) per share, Common stock subject to possible redemption — 0.00 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,411,797 363,846 6,775,643 Basic and diluted net income per share, Common Stock 0.39 0.63 1.02 Statement of Operations for the year ended December 31, 2020 (audited) Net income $ 2,404,519 $ 1,906,250 $ 4,310,769 Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption 4,457,537 (507,921 ) 3,949,616 Basic and diluted net income (loss) per share, Common stock subject to possible redemption 0.00 — 0.00 Basic and diluted weighted average shares outstanding, Common stock 6,367,631 275,128 6,642,759 Basic and diluted net loss per share, Common Stock 0.38 0.27 0.65 Cash Flow Statement for the period from September 11, 2017 (inception) to December 31, 2017 (audited) Net loss $ (31,193 ) $ (1,092,000 ) $ (1,123,193 ) Initial classification of warrant liability — 4,572,750 4,572,750 Change in fair value of warrant liability — 1,092,000 1,092,000 Initial classification of common stock subject to redemption 190,296,100 (4,572,750 ) 185,723,350 Change in value of common stock subject to redemption (26,029 ) (1,092,000 ) (1,118,029 ) Cash Flow Statement for the three months ended March 31, 2018 (unaudited) Net income $ 406,066 $ 341,250 $ 747,316 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 406,066 341,250 747,316 Cash Flow Statement for the six months ended June 30, 2018 (unaudited) Net income $ 821,176 $ 68,250 $ 889,426 Change in fair value of warrant liability — (68,250 ) (68,250 ) Change in value of common stock subject to redemption 821,176 68,250 889,426 Cash Flow Statement for the nine months ended September 30, 2018 (unaudited) Net income (loss) $ 1,398,825 $ (1,638,000 ) $ (239,175 ) Change in fair value of warrant liability — 1,638,000 1,638,000 Change in value of common stock subject to redemption 1,398,825 (1,638,000 ) (239,175 ) Cash Flow Statement for the year ended December 31, 2018 (audited) Net income $ 2,122,033 $ (68,250 ) $ 2,053,783 Change in fair value of warrant liability — 68,250 68,250 Change in value of common stock subject to redemption 2,122,033 (68,250 ) 2,053,783 Cash Flow Statement for the three months ended March 31, 2019 (unaudited) Net income $ 775,913 $ 341,250 $ 1,117,163 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 775,913 341,250 1,117,163 As Previously As Reported Adjustments Restated Cash Flow Statement for the six months ended June 30, 2019 (unaudited) Net income $ 1,194,815 $ 341,250 $ 1,536,065 Change in fair value of warrant liability — (341,250 ) (341,250 ) Change in value of common stock subject to redemption 1,194,815 341,250 1,536,065 Cash Flow Statement for the nine months ended September 30, 2019 (unaudited) Net income (loss) $ 1,684,538 $ 204,750 $ 1,889,288 Change in fair value of warrant liability — (204,750 ) (204,750 ) Change in value of common stock subject to redemption 1,684,538 204,750 1,889,288 Cash Flow Statement for the year ended December 31, 2019 (audited) Net income (loss) $ 365,954 $ (1,433,250 ) $ (1,067,296 ) Change in fair value of warrant liability — 1,433,250 1,433,250 Change in value of common stock subject to redemption 365,954 (1,433,250 ) (1,067,296 ) Cash Flow Statement for the three months ended March 31, 2020 (unaudited) Net (loss) income $ (349,854 ) $ 2,142,572 $ 1,792,718 Change in fair value of warrant liability — (2,184,000 ) (2,184,000 ) Amortization of debt discount on convertible promissory note — 31,428 31,428 Change in value of conversion option liability — 10,000 10,000 Change in value of common stock subject to redemption (349,857 ) (4,191,379 ) (4,541,236 ) Cash Flow Statement for the six months ended June 30, 2020 (unaudited) Net income $ 2,260,380 $ 419,500 $ 2,679,880 Change in fair value of warrant liability — (419,500 ) (419,500 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,260,378 (3,312,557 ) (52,179 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — Cash Flow Statement for the nine months ended September 30, 2020 (unaudited) Net income $ 2,479,203 $ 4,410,250 $ 6,889,453 Change in fair value of warrant liability — (4,410,250 ) (4,410,250 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,479,198 (3,750,197 ) (270,999 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — Cash Flow Statement for the year ended December 31, 2020 (audited) Net income $ 2,404,519 $ 1,906,250 $ 4,310,769 Change in fair value of warrant liability — (1,906,250 ) (1,906,250 ) Amortization of debt discount on convertible promissory note — 220,000 220,000 Change in value of conversion option liability — (220,000 ) (220,000 ) Change in value of common stock subject to redemption 3,654,513 3,707,448 (52,935 ) Issuance of warrants in connection with conversion of promissory note – related party 1,000,000 (1,000,000 ) — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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 EARNINGS PER COMMON SHARE 2021 2020 For three months ended March 31, 2021 2020 Common stock subject to possible redemption Numerator: Earnings attributable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ — Less: interest available to be withdrawn for payment of taxes — — Net income $ — $ — Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding — 15,885,267 Basic and diluted net income per share $ — $ 0.00 Non-Redeemable Common Stock Numerator: Net (Loss) Income minus Net Earnings Net (loss) income $ (1,711,607 ) $ 1,792,718 Less: Net income attributable to Common stock subject to possible redemption — — Non-redeemable net (loss) income $ (1,711,607 ) $ 1,792,718 Denominator: Weighted Average Non-redeemable common stock Basic and diluted weighted average shares outstanding 6,224,268 6,375,178 Basic and diluted net (loss) income per share $ (0.27 ) $ 0.28 | 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 EARNINGS PER COMMON SHARE 2020 2019 For the year ended December 31, 2020 2019 Common stock subject to possible redemption Numerator: Earnings attributable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ — $ 3,784,472 Less: interest available to be withdrawn for payment of taxes — (672,550 ) Net income $ — $ 3,111,922 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 3,949,616 18,270,950 Basic and diluted net income per share $ 0.00 $ 0.17 Non-Redeemable Common Stock Numerator: Net Income (Loss) minus Net Earnings Net loss $ 4,310,769 $ (1,067,296 ) Less: Net income allocable to Common stock subject to possible redemption — (3,239,823 ) Non-Redeemable Net Income (Loss) $ 4,309,136 $ (4,307,119 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding 6,642,759 6,621,293 Basic and diluted net income (loss) per share $ 0.65 $ (0.63 ) |
SCHEDULE OF CHANGES IN FAIR VALUE OF CONTINGENT PUT OPTIONS | The following table presents the changes in the fair value of warrant liabilities: SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES March 31, 2021 Fair value as of December 31, 2020 $ 6,260,000 Change in fair value 2,047,375 Fair value as of March 31, 2021 $ 8,307,375 | The following table presents the changes in the fair value of warrant liabilities: SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES Private Placement Fair value as of December 31, 2018 5,733,000 Change in fair value 1,433,250 Fair value as of December 31, 2019 7,166,250 Change in fair value (906,250 ) Fair value as of December 31, 2020 $ 6,260,000 |
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 basic net loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the weighted average number of common shares outstanding during the year. The diluted net loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the diluted weighted average number of common shares outstanding during the year. The following weighted average shares have been excluded from the calculations of diluted weighted average common shares outstanding because they would have been anti-dilutive: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION Three Months Ended March 31, 2021 2020 Stock options 70,069,228 87,603,148 Warrants 300,000 300,000 Total 70,369,228 87,903,148 | 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 March 31, 2021 Total Level 1 Level 2 Level 3 Contingent put option $ 712,899 $ - $ - $ 712,899 Total $ 712,899 $ - $ - $ 712,899 December 31, 2020 Total Level 1 Level 2 Level 3 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 670,262 $ - $ - $ 670,262 | 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 March 31, December 31, 2021 2020 Beginning fair value $ 670,262 $ 2,646,347 Issuance 3,052 471,823 Change in fair value 39,585 (2,447,908 ) Ending fair value $ 712,899 $ 670,262 | 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 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF CHANGE IN THE FAIR VALUE OF CONVERSION OPTION | The following table presents the change in the fair value of conversion option: SCHEDULE OF CHANGE IN THE FAIR VALUE OF CONVERSION OPTION Fair value as of January 1, 2020 $ — Initial measurement 220,000 Change in fair value 10,000 Elimination of conversion option upon conversion of promissory note on June 25, 2020 (230,000 ) Fair value as of December 31, 2020 $ — |
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 Year Ended 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 (6.9 )% (1.2 )% Change in fair value of warrant liability (8.8 )% (58.8 )% Business Combination expenses 0.0 % 69.4 % Income tax provision 5.3 % (108.4 )% |
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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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 March 31, 2021 and December 31, 2020, 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 March 31, 2021 December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 12,690,899 $ 12,628,170 Liabilities: Warrant Liability – Private Warrants 3 8,307,375 6,260,000 | The following table presents information about the Company’s assets and liabilities 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, December 31, Assets: Marketable securities held in Trust Account 1 $ 12,628,170 $ 195,312,177 Liabilities: Warrant Liability – Private Warrants 3 6,260,000 7,166,250 |
SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL FOR THE PRIVATE WARRANTS | The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows: SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL FOR THE PRIVATE WARRANTS Input March 31, 2021 December 31, 2020 Risk-free interest rate 0.92 % 0.36 % Expected Term (years) 5.0 5.0 Probability of Business Combination 30.0 % 30.0 % Expected volatility 19.6 % 19.7 % Exercise price $ 11.50 $ 11.50 Stock Price $ 13.08 $ 12.43 Annual dividend yield 0.00 % 0.00 % | The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows: SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL FOR THE PRIVATE WARRANTS Input December 31, December 31, Risk-free interest rate 0.36 % 1.69 % Expected Term (years) 5.0 5.0 Probability of Business Combination 30.0 % 90.0 % Expected volatility 19.7 % 13.5 % Exercise price $ 11.50 $ 11.50 Stock Price $ 12.43 $ 10.42 Annual dividend yield 0.00 % 0.00 % |
SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES | The following table presents the changes in the fair value of warrant liabilities: SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES March 31, 2021 Fair value as of December 31, 2020 $ 6,260,000 Change in fair value 2,047,375 Fair value as of March 31, 2021 $ 8,307,375 | The following table presents the changes in the fair value of warrant liabilities: SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES Private Placement Fair value as of December 31, 2018 5,733,000 Change in fair value 1,433,250 Fair value as of December 31, 2019 7,166,250 Change in fair value (906,250 ) Fair value as of December 31, 2020 $ 6,260,000 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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 March 31, December 31, 2021 2020 Prepaid research and development $ 51,065 $ 112,966 Prepaid insurance 22,508 17,158 Prepaid rent 2,550 - Other prepaid expenses 2,757 - Total prepaid expenses and other current assets $ 78,880 $ 130,124 | 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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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 March 31, December 31, 2021 2020 Professional fees $ 315,830 $ 13,755 Accrued research and development 297,655 72,906 Deferred grant revenue 100,215 159,047 Accrued scientific advisory board fees 60,032 60,032 Other accrued liabilities 80,810 39,052 Total accrued expenses and other liabilities $ 854,542 $ 344,792 | 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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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 March 31, 2021: SCHEDULE OF NOTES PAYABLE Principal balance Accrued interest Unamortized debt discount Net debt balance 2015 convertible notes $ 100,000 $ 29,904 $ - $ 129,904 2018 convertible notes 3,500,000 814,208 (630,852 ) 3,683,356 2020 promissory notes 100,000 4,194 - 104,194 2020 convertible notes 700,000 46,986 (137,888 ) 609,098 2021 promissory notes 300,000 1,250 - 301,250 2021 convertible notes 50,000 835 (2,813 ) 48,022 Total $ 4,750,000 $ 897,377 $ (771,553 ) $ 4,875,824 ENSYSCE BIOSCIENCES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following table provides a summary of the Company’s outstanding debt as of December 31, 2020: 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, 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) | 3 Months Ended |
Mar. 31, 2021 | |
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 .00 Volatility 59.9 % Risk free rate 1.9 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) - Ensysce Biosciences, Inc [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes the Company’s stock option activity the three months ended March 31, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2020 71,813,169 $ 0.15 6.8 $ 1,817,383 Granted - $ - $ - Exercised (4,325,381 ) $ 0.06 $ 472,453 Expired / Forfeited - $ - $ - Outstanding at March 31, 2021 67,487,788 $ 0.16 7.0 $ 1,344,930 Exercisable at March 31, 2021 65,543,350 $ 0.16 6.9 $ 1,328,263 Vested and expected to vest 67,487,788 $ 0.16 7.0 $ 1,344,930 | 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 6.8 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 Three months ended March 31, 2021 Stock price $ 0.17 Exercise price $ 0.22 Expected stock price volatility 124.0 % Expected term (years) 5.8 Risk-free interest rate 1.52 % Expected dividend yield 0 % | 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 $0.17 Expected term (years) 5.8 5.0 |
SCHEDULE OF OPTIONS OUTSTANDING | As of March 31, 2021 and December 31, 2020, the options outstanding under each plan were as follows: SCHEDULE OF OPTIONS OUTSTANDING March 31, December 31, 2021 2020 Legacy Plans 4,022,288 8,247,669 2016 Plan 61,265,500 61,265,500 2019 Directors Plan 2,200,000 2,300,000 Total options outstanding 67,487,788 71,813,169 | |
SCHEDULE OF COMMON STOCK RESERVED FOT FUTURE ISSUANCE | The following shares of common stock are reserved for future issuance: SCHEDULE OF COMMON STOCK RESERVED FOT FUTURE ISSUANCE March 31, 2021 Stock options outstanding 67,487,788 Stock options available for future grant under 2016 Plan 38,734,500 Stock options available for future grant under 2019 Directors Plan 200,000 Warrants outstanding 300,000 Total shares of common stock reserved for future issuance 106,722,288 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Jun. 30, 2021 | Nov. 24, 2020 | Jun. 26, 2020 | Mar. 31, 2020 | Mar. 26, 2020 | Mar. 04, 2020 | Jan. 15, 2020 | Dec. 05, 2019 | Nov. 26, 2019 | Dec. 05, 2017 | Dec. 05, 2017 | Nov. 26, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 25, 2020 | Apr. 02, 2020 | Apr. 01, 2020 |
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Entity Incorporation, Date of Incorporation | Sep. 11, 2017 | Sep. 11, 2017 | |||||||||||||||||
Deferred Offering Costs | $ 11,548,735 | $ 11,548,735 | |||||||||||||||||
Expense Related to Distribution or Servicing and Underwriting Fees | 4,000,000 | 4,000,000 | |||||||||||||||||
Deferred underwriting fees | 7,000,000 | 7,000,000 | |||||||||||||||||
Offering cost | $ 548,735 | $ 548,735 | |||||||||||||||||
Minimum percentage of trust account required for business combination | 80.00% | 80.00% | |||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | 50.00% | |||||||||||||||||
Pro rata interest earned on funds held in trust account | $ 10 | $ 10 | |||||||||||||||||
Amount of threshold tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||||||||||||
Business combination, description | 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 per share (the “LACQ Common Stock”) calculated based on an exchange ratio of 0.06585 (the “Exchange Ratio”). | ||||||||||||||||||
Stockholders elected to redeem aggregate of shares of common stock | 38,015 | 776,290 | 16,837,678 | 1,123,749 | 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 | $ 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 | $ 10.31 | ||||||||||||||
Contribution price per share | $ 10 | $ 0.03 | $ 0.03 | $ 0.03 | |||||||||||||||
Aggregate contribution amount deposited into trust account | $ 2,265,150 | ||||||||||||||||||
Payments for Repurchase of Common Stock | $ 136,283,492 | $ 136,283,492 | 184,776,163 | $ 11,583,473 | |||||||||||||||
Due to Officers or Stockholders, Current | $ 40,000,000 | $ 40,000,000 | |||||||||||||||||
Cash | 18,034 | 49,202 | 1,061,151 | ||||||||||||||||
Assets Held-in-trust, Noncurrent | 12,690,899 | 12,628,170 | $ 195,312,177 | ||||||||||||||||
[custom:WorkingCapitalDeficit-0] | 163,896 | 127,869 | |||||||||||||||||
[custom:PrepaidIncomeAndFranchiseTaxes-0] | 72,929 | $ 93,929 | |||||||||||||||||
Aggregate contribution value deposited into trust account | $ 2,265,151 | ||||||||||||||||||
[custom:CashHeldOutsideOfTrustAccountAvailableForWorkingCapitalPurposes-0] | $ 18,034 | ||||||||||||||||||
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 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | $ 1 | $ 11.50 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,001 | ||||||||||||||||||
[custom:AmountAvailableForDrawdown-0] | $ 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] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |||||||||||||||||
IPO [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 200,000,000 | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 200,000,000 | ||||||||||||||||||
Sale of Stock, Price Per Share | $ 10 | $ 10 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.50 | $ 11.50 | |||||||||||||||||
IPO [Member] | Maximum [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Sale of Stock, Price Per Share | $ 10 | ||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |||||||||||||||||
Private Placement [Member] | Warrant [Member] | Sponsors [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 6,825,000 | 6,825,000 | 6,825,000 | ||||||||||||||||
Share Price | $ 1 | $ 1 | |||||||||||||||||
Proceeds from Issuance of Private Placement | $ 6,825,000 | $ 6,825,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | $ 1 |
SUMMARY OF EFFECTS ON RESTATEME
SUMMARY OF EFFECTS ON RESTATEMENT ON THE FINANCIAL STATEMENT (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 05, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||||||||||
Total Liabilities | $ 11,086,555 | $ 11,774,370 | $ 16,106,619 | $ 57,084,161 | $ 13,662,341 | $ 13,162,102 | $ 12,778,999 | $ 14,661,902 | $ 12,731,744 | $ 12,520,931 | $ 12,820,989 | $ 16,106,619 | $ 13,162,102 | $ 12,731,744 | $ 11,774,370 | $ 13,662,341 | $ 14,661,902 | $ 14,061,692 | $ 17,503,563 | $ 13,172,650 | $ 11,779,682 |
Common Stock Subject to Possible Redemption | 188,548,392 | 188,195,169 | 187,776,267 | 184,366,146 | 185,494,747 | 185,352,637 | 184,605,321 | 188,195,169 | 185,494,747 | 188,548,392 | 184,366,146 | 174,008,335 | 186,659,104 | 185,723,350 | |||||||
Common Stock | 622 | 622 | 622 | 703 | 668 | 663 | 658 | 675 | 657 | 652 | 730 | 622 | 663 | 657 | 622 | 668 | 675 | 622 | 707 | 660 | 718 |
Additional Paid-in Capital | 0 | 2,860,847 | 2,179,455 | 2,532,683 | 2,951,590 | 6,361,694 | 5,233,111 | 5,375,226 | 6,122,464 | 0 | 2,532,683 | 5,233,111 | 2,179,455 | 6,361,694 | 5,136,000 | 4,068,751 | 5,004,447 | ||||
Accumulated Deficit | (2,919,287) | 1,514,383 | (2,695,190) | 1,656,012 | 2,819,878 | 2,466,655 | 2,047,753 | (1,362,368) | (233,767) | (375,877) | (1,123,193) | (2,695,190) | 2,466,655 | (233,767) | 1,514,383 | 2,819,878 | (1,362,368) | (1,207,680) | (136,706) | 930,590 | (5,161) |
Total Stockholders' Equity | 1,893,835 | $ 1,515,005 | $ (2,694,568) | $ 4,517,562 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ (2,694,568) | $ 5,000,001 | $ 5,000,001 | $ 1,515,005 | $ 5,000,001 | $ 5,000,001 | $ (1,207,058) | $ 5,000,001 | $ 5,000,001 | $ 5,000,004 |
Number of shares subject to redemption | 18,323,238 | 18,373,388 | 18,423,140 | 18,251,226 | 18,433,694 | 18,479,296 | 18,449,542 | 18,373,388 | 18,433,694 | 18,323,238 | 18,251,226 | 0 | 16,808,829 | 18,395,920 | 18,572,335 | ||||||
Net income (loss) | $ (1,151,692) | $ 4,209,573 | $ 887,162 | $ 1,792,718 | $ 353,223 | $ 418,902 | $ 1,117,163 | $ (1,128,601) | $ 142,110 | $ 747,316 | $ (1,123,193) | $ 2,679,880 | $ 1,536,065 | $ 889,426 | $ 6,889,453 | $ 1,889,288 | $ (239,175) | $ 4,310,769 | $ (1,067,296) | $ 2,053,783 | |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 15,885,267 | 18,373,388 | 18,423,140 | 18,395,920 | 18,433,694 | 18,479,296 | 18,449,542 | 18,572,335 | 7,942,633 | 18,409,605 | 18,464,501 | 5,275,764 | 18,397,400 | 18,454,119 | 3,949,616 | 18,270,950 | 18,402,979 | ||||
Basic and diluted net income (loss) per share, Common stock subject to possible redemption | $ 0.01 | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.05 | $ 0.04 | $ 0.03 | $ 0 | $ 0 | $ 0.10 | $ 0.08 | $ 0 | $ 0.15 | $ 0.12 | $ 0 | $ 0.17 | $ 0.19 | ||||
Basic and diluted weighted average shares outstanding, Common stock | 6,262,283 | 7,004,450 | 7,065,837 | 6,626,612 | 6,576,860 | 6,604,080 | 6,566,306 | 6,520,704 | 6,550,458 | 6,291,615 | 7,035,144 | 6,590,395 | 6,535,499 | 6,775,643 | 6,602,600 | 6,545,881 | 6,642,759 | 6,621,293 | 6,597,021 | ||
Basic and diluted net loss per share, Common Stock | $ 0.67 | $ 0.13 | $ 0.24 | $ (0.09) | $ (0.08) | $ 0.01 | $ (0.30) | $ (0.09) | $ 0.03 | $ (0.19) | $ 0.38 | $ (0.04) | $ (0.08) | $ 1.02 | $ (0.13) | $ (0.38) | $ 0.65 | $ (0.63) | $ (0.21) | ||
Initial classification of warrant liability | $ 4,572,750 | ||||||||||||||||||||
Gain (loss) on warrant liability | $ 1,481,087 | $ (2,184,000) | $ (341,250) | $ (341,250) | 1,092,000 | $ (419,500) | $ (341,250) | $ (68,250) | $ (4,410,250) | $ (204,750) | $ (1,906,250) | $ 1,433,250 | $ 68,250 | ||||||||
Initial classification of common stock subject to redemption | 185,723,350 | ||||||||||||||||||||
Change in value of common stock subject to redemption | (4,541,236) | 1,117,163 | 747,316 | (1,118,029) | (52,179) | 1,536,065 | 889,426 | (270,999) | 1,889,288 | $ (239,175) | (52,935) | (1,067,296) | 2,053,783 | ||||||||
Amortization of debt discount on convertible promissory note | 31,428 | 220,000 | 220,000 | 220,000 | |||||||||||||||||
Change in value of conversion option liability | 10,000 | (220,000) | (220,000) | (220,000) | |||||||||||||||||
Issuance of warrants in connection with conversion of promissory note - related party | |||||||||||||||||||||
Previously Reported [Member] | |||||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||||||||||
Total Liabilities | $ 8,018,370 | $ 8,359,869 | 52,060,483 | $ 8,134,091 | $ 7,770,352 | 7,387,249 | $ 7,359,152 | $ 7,135,244 | 7,197,431 | 7,156,239 | 8,359,869 | 7,770,352 | 7,135,244 | 8,018,370 | 8,134,091 | 7,359,152 | 7,801,692 | 10,337,313 | 7,439,650 | $ 7,206,932 | |
Common Stock Subject to Possible Redemption | 270,999 | 52,179 | 4,541,236 | 194,076,642 | 193,586,919 | 193,168,017 | 191,668,896 | 191,091,247 | 190,676,137 | 190,270,071 | 52,179 | 193,586,919 | 191,091,247 | 270,999 | 194,076,642 | 191,668,896 | 52,935 | 181,174,585 | 192,392,104 | 190,296,100 | |
Common Stock | 624 | 626 | 660 | 614 | 610 | 605 | 603 | 601 | 599 | 673 | 626 | 610 | 601 | 624 | 614 | 603 | 622 | 638 | 604 | 672 | |
Additional Paid-in Capital | 63,385 | 282,203 | 2,892,404 | 1,224,009 | 1,713,736 | 2,132,643 | 3,631,766 | 4,209,417 | 4,624,529 | 5,030,521 | 282,203 | 1,713,736 | 4,209,417 | 63,385 | 1,224,009 | 3,631,766 | 2,542,569 | 2,908,557 | 5,004,493 | ||
Accumulated Deficit | 4,935,997 | 4,717,174 | 2,106,940 | 3,775,378 | 3,285,655 | 2,866,753 | 1,367,632 | 789,983 | 374,873 | (31,193) | 4,717,174 | 3,285,655 | 789,983 | 4,935,997 | 3,775,378 | 1,367,632 | 4,999,385 | 2,456,794 | 2,090,840 | (5,161) | |
Total Stockholders' Equity | $ 5,000,006 | $ 5,000,003 | $ 5,000,004 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,003 | $ 5,000,001 | $ 5,000,001 | $ 5,000,006 | $ 5,000,001 | $ 5,000,001 | $ 5,000,007 | $ 5,000,001 | $ 5,000,001 | $ 5,000,004 | |
Number of shares subject to redemption | 26,189 | 5,156 | 433,788 | 18,860,476 | 18,899,782 | 18,952,136 | 18,974,158 | 18,989,851 | 19,010,039 | 19,015,680 | 5,156 | 18,899,782 | 18,989,851 | 26,189 | 18,860,476 | 18,974,158 | 5,094 | 17,501,073 | 18,960,928 | 19,029,610 | |
Net income (loss) | $ 218,823 | $ 2,610,234 | $ (349,854) | $ 489,723 | $ 418,902 | $ 775,913 | $ 577,649 | $ 415,110 | $ 406,066 | $ (31,193) | $ 2,260,380 | $ 1,194,815 | $ 821,176 | $ 2,479,203 | $ 1,684,538 | $ 1,398,825 | $ 2,404,519 | $ 365,954 | $ 2,122,033 | ||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 4,457,537 | ||||||||||||||||||||
Basic and diluted net income (loss) per share, Common stock subject to possible redemption | $ 0 | ||||||||||||||||||||
Basic and diluted weighted average shares outstanding, Common stock | 6,257,127 | 6,604,785 | 6,375,178 | 6,100,218 | 6,047,864 | 6,039,072 | 6,010,149 | 5,989,961 | 5,984,320 | 6,184,506 | 6,489,982 | 6,043,492 | 5,981,156 | 6,411,797 | 6,062,609 | 5,994,905 | 6,367,631 | 6,081,996 | 6,002,703 | ||
Basic and diluted net loss per share, Common Stock | $ 0.03 | $ 0.40 | $ (0.07) | $ (0.08) | $ (0.09) | $ (0.04) | $ (0.05) | $ (0.05) | $ (0.02) | $ (0.01) | $ 0.35 | $ (0.10) | $ (0.10) | $ 0.39 | $ (0.18) | $ (0.14) | $ 0.38 | $ (0.47) | $ (0.22) | ||
Initial classification of warrant liability | |||||||||||||||||||||
Gain (loss) on warrant liability | |||||||||||||||||||||
Initial classification of common stock subject to redemption | 190,296,100 | ||||||||||||||||||||
Change in value of common stock subject to redemption | (349,857) | 775,913 | 406,066 | (26,029) | 3,260,378 | 1,194,815 | 821,176 | 3,479,198 | 1,684,538 | 1,398,825 | 3,654,513 | 365,954 | 2,122,033 | ||||||||
Amortization of debt discount on convertible promissory note | |||||||||||||||||||||
Change in value of conversion option liability | |||||||||||||||||||||
Issuance of warrants in connection with conversion of promissory note - related party | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||||||||||
Total Liabilities | $ 3,756,000 | $ 7,746,750 | 5,023,678 | $ 5,528,250 | $ 5,391,750 | 5,391,750 | $ 7,302,750 | $ 5,596,500 | 5,323,500 | 5,664,750 | 7,746,750 | 5,391,750 | 5,596,500 | 3,756,000 | 5,528,250 | 7,302,750 | 6,260,000 | 7,166,250 | 5,733,000 | $ 4,572,750 | |
Common Stock Subject to Possible Redemption | (270,999) | (52,179) | (4,541,236) | (5,528,250) | (5,391,750) | (5,391,750) | (7,302,750) | (5,596,500) | (5,323,500) | (5,664,750) | (52,179) | (5,391,750) | (5,596,500) | (270,999) | (5,528,250) | (7,302,750) | (52,935) | (7,166,250) | (5,733,000) | (4,572,750) | |
Common Stock | (2) | (4) | 43 | 54 | 53 | 53 | 72 | 56 | 53 | 57 | (4) | 53 | 56 | (2) | 54 | 72 | 69 | 56 | 46 | ||
Additional Paid-in Capital | (63,385) | (282,203) | (31,557) | 955,446 | 818,947 | 818,947 | 2,729,928 | 1,023,694 | 750,697 | 1,091,943 | (282,203) | 818,947 | 1,023,694 | (63,385) | 955,446 | 2,729,928 | 2,593,431 | 1,160,194 | (46) | ||
Accumulated Deficit | (3,421,614) | (7,412,364) | (450,928) | (955,500) | (819,000) | (819,000) | (2,730,000) | (1,023,750) | (750,750) | (1,092,000) | (7,412,364) | (819,000) | (1,023,750) | (3,421,614) | (955,500) | (2,730,000) | (6,207,065) | (2,593,500) | (1,160,250) | ||
Total Stockholders' Equity | $ (3,485,001) | $ (7,694,571) | $ (482,442) | $ (7,694,571) | $ (3,485,001) | $ (6,207,065) | |||||||||||||||
Number of shares subject to redemption | (26,189) | (5,156) | (433,788) | (537,238) | (526,394) | (528,996) | (722,932) | (556,157) | (530,743) | (566,138) | (5,156) | (526,394) | (556,157) | (26,189) | (537,238) | (722,932) | (5,094) | (692,244) | (565,008) | (457,275) | |
Net income (loss) | $ 3,990,750 | $ (1,723,072) | $ 2,142,572 | $ (136,500) | $ 341,250 | $ (1,706,250) | $ (273,000) | $ 341,250 | $ (1,092,000) | $ 419,500 | $ 341,250 | $ 68,250 | $ 4,410,250 | $ 204,750 | $ (1,638,000) | $ 1,906,250 | $ (1,433,250) | $ (68,250) | |||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | 15,885,267 | 18,373,388 | 18,123,140 | 18,935,920 | 18,433,694 | 18,479,296 | 18,449,542 | 18,572,335 | 7,942,633 | 18,409,605 | 18,464,501 | 5,275,764 | 18,397,400 | 18,454,119 | (507,921) | 18,270,950 | 18,402,979 | ||||
Basic and diluted net income (loss) per share, Common stock subject to possible redemption | $ 0.01 | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.05 | $ 0.04 | $ 0.03 | $ 0 | $ 0 | $ 0.10 | $ 0.08 | $ 0 | $ 0.15 | $ 0.15 | $ 0.17 | $ 0.19 | |||||
Basic and diluted weighted average shares outstanding, Common stock | 5,156 | 399,665 | 690,659 | 526,394 | 528,996 | 565,008 | 566,157 | 530,743 | 566,138 | 107,109 | 545,162 | 546,903 | 548,343 | 363,846 | 539,991 | 550,976 | 275,128 | 539,297 | 549,318 | ||
Basic and diluted net loss per share, Common Stock | $ 0.64 | $ (0.27) | $ 0.31 | $ (0.01) | $ 0.01 | $ 0.05 | $ (0.25) | $ (0.04) | $ 0.05 | $ (0.18) | $ 0.03 | $ 0.06 | $ 0.02 | $ 0.63 | $ 0.05 | $ (0.24) | $ 0.27 | $ (0.16) | $ 0.01 | ||
Initial classification of warrant liability | $ 4,572,750 | ||||||||||||||||||||
Gain (loss) on warrant liability | $ (2,184,000) | $ (341,250) | $ (341,250) | 1,092,000 | $ (419,500) | $ (341,250) | $ (68,250) | $ (4,410,250) | $ (204,750) | $ 1,638,000 | $ (1,906,250) | $ 1,433,250 | $ 68,250 | ||||||||
Initial classification of common stock subject to redemption | (4,572,750) | ||||||||||||||||||||
Change in value of common stock subject to redemption | (4,191,379) | $ 341,250 | $ 341,250 | $ (1,092,000) | (3,312,557) | $ 341,250 | $ 68,250 | (3,750,197) | $ 204,750 | $ (1,638,000) | 3,707,448 | $ (1,433,250) | $ (68,250) | ||||||||
Amortization of debt discount on convertible promissory note | 31,428 | 220,000 | 220,000 | 220,000 | |||||||||||||||||
Change in value of conversion option liability | $ 10,000 | (220,000) | (220,000) | (220,000) | |||||||||||||||||
Issuance of warrants in connection with conversion of promissory note - related party | $ (1,000,000) | $ (1,000,000) | $ (1,000,000) |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) - Maximum [Member] | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Equity Method Investment, Ownership Percentage | 50.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 50.00% |
SCHEDULE OF BASIC AND DILUTED E
SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||||||||||||||
Interest earned on marketable securities held in Trust Account | $ 3,784,472 | |||||||||||||||||||
Less: interest available to be withdrawn for payment of taxes | (672,550) | |||||||||||||||||||
Net income | $ 3,111,922 | |||||||||||||||||||
Basic and diluted weighted average shares outstanding | 15,885,267 | 18,373,388 | 18,423,140 | 18,395,920 | 18,433,694 | 18,479,296 | 18,449,542 | 18,572,335 | 7,942,633 | 18,409,605 | 18,464,501 | 5,275,764 | 18,397,400 | 18,454,119 | 3,949,616 | 18,270,950 | 18,402,979 | |||
Basic and diluted net income per share | $ 0.01 | $ 0 | $ 0.17 | |||||||||||||||||
Net income (loss) attributable to common stockholders | $ (1,711,607) | $ 1,792,718 | $ 4,310,769 | $ (1,067,296) | ||||||||||||||||
Less: Net income allocable to Common stock subject to possible redemption | (3,239,823) | |||||||||||||||||||
Non-Redeemable Net Income (Loss) | $ (1,711,607) | $ 1,792,718 | $ 4,309,136 | $ (4,307,119) | ||||||||||||||||
Basic and diluted weighted average shares outstanding | 6,224,268 | 7,065,837 | 6,642,759 | 6,621,293 | ||||||||||||||||
Basic and diluted net income (loss) per share | $ 0.67 | $ 0.13 | $ 0.24 | $ (0.09) | $ (0.08) | $ 0.01 | $ (0.30) | $ (0.09) | $ 0.03 | $ (0.19) | $ 0.38 | $ (0.04) | $ (0.08) | $ 1.02 | $ (0.13) | $ (0.38) | $ 0.65 | $ (0.63) | $ (0.21) | |
Net income | $ (3,111,922) | |||||||||||||||||||
Basic and diluted net income per share | $ 0 | |||||||||||||||||||
Less: Net income attributable to Common stock subject to possible redemption | (3,111,922) | |||||||||||||||||||
Non-redeemable net (loss) income | $ (1,711,607) | $ 1,792,718 | 4,309,136 | (4,307,119) | ||||||||||||||||
Basic and diluted weighted average shares outstanding | 6,224,268 | 6,375,178 | ||||||||||||||||||
Basic and diluted net (loss) income per share | $ (0.27) | $ 0.28 | ||||||||||||||||||
Ensysce Biosciences, Inc [Member] | ||||||||||||||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||||||||||||||
Net income (loss) attributable to common stockholders | $ 56,770 | $ (10,102,280) | ||||||||||||||||||
Basic and diluted weighted average shares outstanding | 240,421,807 | 239,465,160 | ||||||||||||||||||
Basic and diluted net income (loss) per share | $ 0 | $ 0 | ||||||||||||||||||
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) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Aug. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||||
[custom:InterestIncomeWithdrawnFromTrust] | $ 326,352 | $ 836,205 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,391,289 | 17,825,001 | |||||
Ensysce Biosciences, Inc [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 70,369,228 | 87,903,148 | 55,581,877 | 79,213,687 | |||
Depreciation expense | $ 51 | $ 50 | $ 201 | $ 201 | |||
Fair value of embedded derivatives | 269,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | As of December 31, 2020, assumptions included a probability of exercise of the put option of 10% and a discount rate of 42.9%. As of December 31, 2019, assumptions included a probability of exercise of the put option of 80% and a discount rate range of 65.5% to 93.1%, with a weighted-average discount rate of 66.4%. | ||||||
Assumption of option exercise | 10.00% | 10.00% | |||||
Weighted-average discount rate | 33.50% | 42.90% | |||||
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 | |||||
Revenues | $ 73,726 | 691,131 | $ 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 | ||||||
Revenues | $ 176,850 | $ 171,269 | $ 893,975 | $ 57,453 | |||
Ensysce Biosciences, Inc [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful life | 5 years | 5 years | |||||
Ensysce Biosciences, Inc [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful life | 6 years | 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) - IPO [Member] - $ / shares | Dec. 05, 2017 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 20,000,000 | 20,000,000 | 20,000,000 |
Sale of Stock, Price Per Share | $ 10 | $ 10 | |
Public warrant description | Each Unit consists of one share of common stock, and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 8). | Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 8). | |
Warrant exercise price | $ 11.50 | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Dec. 05, 2017 | Dec. 05, 2017 | Mar. 31, 2021 | Dec. 31, 2020 |
Warrant [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | ||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | ||
Private Placement [Member] | Warrant [Member] | Sponsors [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 6,825,000 | 6,825,000 | 6,825,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | $ 1 | |
Proceeds from Issuance of Private Placement | $ 6,825,000 | $ 6,825,000 | ||
Private Placement [Member] | Common Stock [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
SCHEDULE OF CHANGE IN THE FAIR
SCHEDULE OF CHANGE IN THE FAIR VALUE OF CONVERSION OPTION (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Related Party Transactions [Abstract] | |
Fair value as of January 1, 2020 | |
Initial measurement | 220,000 |
Change in fair value | 10,000 |
Elimination of conversion option upon conversion of promissory note on June 25, 2020 | (230,000) |
Fair value as of December 31, 2020 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 10, 2021 | Feb. 24, 2021 | Feb. 23, 2021 | Feb. 01, 2021 | Jun. 30, 2020 | Jun. 25, 2020 | Jan. 15, 2018 | Dec. 05, 2017 | Dec. 01, 2017 | Sep. 11, 2017 | Nov. 30, 2020 | Oct. 31, 2020 | Nov. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 15, 2020 |
Related Party Transaction [Line Items] | ||||||||||||||||||
Description of expense advancement agreement | 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. | |||||||||||||||||
Proceeds from Related Party Debt | $ 235,000 | $ 1,000,000 | $ 1,225,000 | |||||||||||||||
Aggregate working capital loans. | $ 460,000 | $ 225,000 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | ||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Aggregate working capital loans. | $ 460,000 | |||||||||||||||||
Administrative Services Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds from Related Party Debt | $ 160,000 | $ 75,000 | $ 225,000 | $ 300,000 | $ 225,000 | |||||||||||||
Administrative Services Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Proceeds from Related Party Debt | $ 160,000 | $ 75,000 | ||||||||||||||||
Expense Advancement Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 1 | $ 1 | $ 1 | ||||||||||||||
Expense Advancement Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 460,000 | |||||||||||||||||
Sponsors [Member] | Unsecured Promissory Notes [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 71,000 | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 300,000 | |||||||||||||||||
Sponsors [Member] | Unsecured Promissory Notes [Member] | Warrant [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
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 Expense | $ 30,000 | $ 60,000 | $ 120,000 | |||||||||||||||
Sponsors [Member] | Founder Shares [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 7,187,500 | |||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 25,000 | |||||||||||||||||
MaximumSharesSubjectToForfeiture | 1,437,500 | |||||||||||||||||
NumberOfSharesOutstanding | 5,750,000 | |||||||||||||||||
Common stock subject to redemption share price held in trust account (in dollars per share) | 20.00% | |||||||||||||||||
DescriptionOfInitialStockholders | (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 $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. | |||||||||||||||||
Sponsors [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
NumberOfSharesOutstanding | 5,000,000 | |||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 750,000 | |||||||||||||||||
Underwriters [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 750,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Jan. 31, 2021 | Nov. 23, 2020 | Dec. 05, 2019 | Dec. 02, 2017 | Dec. 01, 2017 | Dec. 01, 2017 | Dec. 27, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 05, 2017 |
Entity Listings [Line Items] | |||||||||||
Forgiveness of accounts payable | $ 3,298,207 | ||||||||||
Deferred underwriting fee payable | $ 2,000,000 | $ 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. | 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. | |||||||||
Business Acquisition, Description of Acquired Entity | 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 per share (the “LACQ Common Stock”) calculated based on an exchange ratio of 0.06585 (the “Exchange Ratio”). | ||||||||||
Underwriters [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
[custom:DeferredFees] | $ 4,750,000 | $ 250,000 | |||||||||
Private Placement [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||||||||
Warrant [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |||||||||
GTWY Holdings [Member] | Warrant [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 566,288 | ||||||||||
Subsequent Event [Member] | GTWY Holdings [Member] | Warrant [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 566,288 | ||||||||||
Gateway Promissory Note [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Notes Payable | $ 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. | 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% | 3.50% | |||||||||
Proceeds from underwriter option | $ 7,000,000 | $ 7,000,000 | |||||||||
Deferred fees per share value | $ 0.05 | $ 0.05 | |||||||||
Deferred fee | $ 250,000 | $ 1,000,000 | |||||||||
Deferred underwriting fee payable | $ 6,750,000 | ||||||||||
Contingent Forward Purchase Contract [Member] | HG Vora [Member] | Private Placement [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Proceeds from Issuance of Private Placement | $ 62,500,000 | $ 62,500,000 | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 6,250,000 | 6,250,000 | |||||||||
Sale of Stock, Price Per Share | $ 10 | $ 10 | $ 10 | ||||||||
Equity shares issuable | 3,000,000 | ||||||||||
Warrant Surrender Agreement [Member] | |||||||||||
Entity Listings [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Jan. 15, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2019 | Aug. 31, 2019 | Feb. 28, 2018 | Dec. 05, 2017 | Feb. 28, 2013 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common Stock, Voting Rights | Holders of the Company’s common stock are entitled to one vote for each share. | Holders of the Company’s common stock are entitled to one vote for each share. | ||||||||
Common stock, outstanding | 6,224,268 | 7,067,422 | ||||||||
Common stock subject to possible redemption,at redemption value | 0 | 16,808,829 | ||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, outstanding | 0 | 0 | ||||||||
Ensysce Biosciences, Inc [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Common stock, par value | $ 0.000025 | $ 0.000025 | $ 0.000025 | |||||||
Common stock, outstanding | 243,790,541 | 239,465,160 | 239,465,160 | |||||||
Preferred stock, authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Preferred stock, par value | $ 0.000025 | $ 0.000025 | $ 0.000025 | |||||||
Preferred stock, issued | 0 | 0 | 0 | |||||||
Preferred stock, outstanding | 0 | 0 | 0 | |||||||
Common stock, issued | 243,790,541 | 239,465,160 | 239,465,160 | |||||||
Warrant [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||||||
Warrant exercise price | $ 0.01 | $ 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 | 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 shares of common stock | 100,000 | 200,000 | ||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | Underwriters [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 750,000 | |||||||||
Private Placement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Warrant exercise price | $ 11.50 | |||||||||
Private Placement [Member] | Ensysce Biosciences, Inc [Member] | Termination Agreement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Warrant to purchase shares of common stock | 500,000 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | 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 | $ (61,278) | $ 74,625 | $ 244,493 | $ 555,200 |
SCHEDULE OF FEDERAL INCOME TAX
SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Statutory rate | 21.00% | 21.00% | 21.00% |
Other permanent items | (6.90%) | (1.20%) | |
Change in fair value of warrant liability | (8.80%) | (58.80%) | |
Business Combination expenses | 0.00% | 69.40% | |
Total | 5.30% | (108.40%) | |
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) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2021 | 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] | |||
Cash and marketable securities held in Trust Account | $ 12,690,899 | $ 12,628,170 | $ 195,312,177 |
Warrant Liability - Private Warrants | $ 8,307,375 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and marketable securities held in Trust Account | 12,628,170 | ||
Warrant Liability - Private Warrants | $ 6,260,000 | $ 7,166,250 |
SCHEDULE OF BLACK SCHOLES OPTIO
SCHEDULE OF BLACK SCHOLES OPTION PRICING MODEL FOR THE PRIVATE WARRANTS (Details) - Private Warrants [Member] | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0.92 | 0.36 | 1.69 |
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 5 years | 5 years | 5 years |
Measurement Input Probability Of Business Combination [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 30 | 30 | 90 |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 19.6 | 19.7 | 13.5 |
Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 11.50 | 11.50 | 11.50 |
Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 13.08 | 12.43 | 10.42 |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants measurement input | 0 | 0 | 0 |
SUMMARY OF CHANGES IN THE FAIR
SUMMARY OF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Fair value as of December 31, 2020 | $ 6,260,000 | $ 7,166,250 | $ 7,166,250 | $ 7,166,250 | $ 7,166,250 | ||||||||
Change in fair value | 1,481,087 | (2,184,000) | $ (341,250) | $ (341,250) | $ 1,092,000 | (419,500) | $ (341,250) | $ (68,250) | (4,410,250) | $ (204,750) | (1,906,250) | $ 1,433,250 | $ 68,250 |
Fair value as of March 31, 2021 | 8,307,375 | 6,260,000 | 7,166,250 | ||||||||||
Warrant [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Fair value as of December 31, 2020 | 6,260,000 | ||||||||||||
Change in fair value | 2,047,375 | ||||||||||||
Fair value as of March 31, 2021 | 8,307,375 | 6,260,000 | |||||||||||
Private Placement [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Fair value as of December 31, 2020 | $ 6,260,000 | $ 7,166,250 | $ 5,733,000 | $ 7,166,250 | $ 5,733,000 | $ 7,166,250 | $ 5,733,000 | 7,166,250 | 5,733,000 | ||||
Change in fair value | (906,250) | 1,433,250 | |||||||||||
Fair value as of March 31, 2021 | $ 6,260,000 | $ 7,166,250 | $ 5,733,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Feb. 24, 2021USD ($) | Feb. 23, 2021USD ($) | Jan. 31, 2021USD ($)$ / sharesshares | May 31, 2021USD ($) | Jan. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021$ / shares | Dec. 31, 2020$ / shares | Jun. 25, 2020$ / shares | Jan. 15, 2020$ / shares | Dec. 31, 2019$ / shares | Aug. 31, 2019$ / sharesshares | Dec. 05, 2017$ / shares | Feb. 28, 2013$ / sharesshares |
Subsequent Event [Line Items] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||||
Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | 0.01 | |||||||||||
GTWY Holdings [Member] | Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 566,288 | ||||||||||||
IPO [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.50 | 11.50 | |||||||||||
Private Placement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||||||||||
Expense Advancement Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 1 | 1 | $ 11.50 | $ 1 | |||||||||
Ensysce Biosciences, Inc [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.000025 | $ 0.000025 | $ 0.000025 | ||||||||||
[custom:BusinessAcquisitionExchangeRatioOfCommonStockIssued] | 0.06585 | ||||||||||||
Ensysce Biosciences, Inc [Member] | Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | $ 0.41 | |||||||||||
Warrant to purchase shares of common stock | shares | 100,000 | 200,000 | |||||||||||
Subsequent Event [Member] | GTWY Holdings [Member] | Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 566,288 | ||||||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ | $ 2,000,000 | ||||||||||||
Subsequent Event [Member] | Expense Advancement Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Additional loan commitment amount | $ | $ 160,000 | ||||||||||||
Public Utilities, Requested Rate Increase (Decrease), Amended, Amount | $ | $ 300,000 | ||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ | $ 460,000 | ||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||||
[custom:BusinessAcquisitionExchangeRatioOfCommonStockIssued] | 0.06585 | ||||||||||||
Proceeds from Convertible Debt | $ | $ 50,000 | ||||||||||||
Proceeds from issuance of debt | $ | $ 50,000 | ||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Private Placement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrant to purchase shares of common stock | shares | 500,000 | 500,000 | |||||||||||
Number of common stock shares issued | shares | 500,000 | ||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Merger Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
[custom:BusinessAcquisitionExchangeRatioOfCommonStockIssued] | 0.06585 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrants and Rights Outstanding, Term | 5 years | 5 years |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 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 | Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders |
Consolidated Balance Sheets (En
Consolidated Balance Sheets (Ensysce Biosciences, Inc.) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Total current assets | $ 228,213 | $ 226,464 | $ 1,199,722 |
Total assets | 12,980,390 | 12,854,634 | 196,511,899 |
Current liabilities: | |||
Total current liabilities | 319,180 | 260,404 | 2,771,025 |
Long-term liabilities: | |||
Total liabilities | 11,086,555 | 14,061,692 | 17,503,563 |
Commitments and contingencies (Note 6) | |||
Stockholders’ deficit | |||
Preferred stock, $0.000025 par value, 50,000,000 shares authorized, no shares issued and outstanding at March 31, 2021 (unaudited) and December 31, 2020 | |||
Common stock, $0.000025 par value, 500,000,000 shares authorized; 243,790,541 and 239,465,160 shares issued and outstanding at March 31, 2021 (unaudited) and December 31, 2020, respectively | 622 | 622 | 707 |
Additional paid-in capital | 4,812,500 | 5,136,000 | |
Accumulated deficit | (2,919,287) | (1,207,680) | (136,706) |
Total Ensysce Biosciences, Inc. stockholders’ deficit | 1,893,835 | (1,207,058) | 5,000,001 |
Total stockholders’ deficit | (7,503,437) | (6,658,427) | (6,676,251) |
Total liabilities and stockholders’ deficit | 12,980,390 | 12,854,634 | 196,511,899 |
Ensysce Biosciences, Inc [Member] | |||
Current assets: | |||
Cash and cash equivalents | 289,927 | 194,214 | 341,536 |
Unbilled receivable | 173,552 | ||
Right-of-use asset | 16,476 | 23,538 | |
Prepaid expenses and other current assets | 78,880 | 130,124 | 103,502 |
Deferred transaction costs | 797,902 | ||
Total current assets | 1,183,185 | 347,876 | 618,590 |
Property and equipment, net | 100 | 151 | 351 |
Other assets | 3,780 | 3,780 | 5,000 |
Total assets | 1,187,065 | 351,807 | 623,941 |
Current liabilities: | |||
Accounts payable | 2,229,389 | 1,724,598 | 540,778 |
Accrued expenses and other liabilities | 854,542 | 344,792 | 1,491,660 |
Lease liability | 17,848 | 25,500 | |
Notes payable and accrued interest | 4,526,552 | 4,245,082 | 2,621,407 |
Embedded derivative on convertible notes | 709,583 | 670,262 | 2,646,347 |
Total current liabilities | 8,337,914 | 7,010,234 | 7,300,192 |
Long-term liabilities: | |||
Notes payable, net of current portion | 349,272 | ||
Derivative liabilities, net of current portion | 3,316 | ||
Total liabilities | 8,690,502 | 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 March 31, 2021 (unaudited) and December 31, 2020 | |||
Common stock, $0.000025 par value, 500,000,000 shares authorized; 243,790,541 and 239,465,160 shares issued and outstanding at March 31, 2021 (unaudited) and December 31, 2020, respectively | 6,095 | 5,987 | 5,987 |
Additional paid-in capital | 49,818,501 | 49,511,927 | 49,333,248 |
Accumulated deficit | (57,106,447) | (55,958,716) | (56,015,486) |
Total Ensysce Biosciences, Inc. stockholders’ deficit | (7,281,851) | (6,440,802) | (6,676,251) |
Noncontrolling interests in stockholders’ deficit | (221,586) | (217,625) | |
Total stockholders’ deficit | (7,503,437) | (6,658,427) | (6,676,251) |
Total liabilities and stockholders’ deficit | $ 1,187,065 | $ 351,807 | $ 623,941 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Ensysce Biosciences, Inc.) (Parenthetical) - $ / shares | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2018 |
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 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 | 6,224,268 | 7,067,422 | |||
Ensysce Biosciences, Inc [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Preferred stock, par value | $ 0.000025 | $ 0.000025 | $ 0.000025 | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Common Stock, Par or Stated Value Per Share | $ 0.000025 | $ 0.000025 | $ 0.000025 | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Common Stock, Shares, Outstanding | 243,790,541 | 239,465,160 | 239,465,160 | ||
Common Stock, Shares, Issued | 243,790,541 | 239,465,160 | 239,465,160 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Ensysce Biosciences, Inc.) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||||
Total operating expenses | $ 292,027 | $ 915,183 | $ 1,368,841 | $ 3,328,674 |
Loss from operations | (292,027) | (915,183) | (1,368,841) | (3,328,674) |
Other income (expense): | ||||
Interest expense | (31,428) | |||
Net loss | $ (1,151,692) | $ 1,792,718 | $ 4,310,769 | $ (1,067,296) |
Net loss per share, basic and diluted: | ||||
Basic and diluted net income (loss) per share, Common stock | $ 0.24 | $ 0.65 | $ (0.63) | |
Weighted average common shares outstanding, basic and diluted | 6,224,268 | 7,065,837 | 6,642,759 | 6,621,293 |
Ensysce Biosciences, Inc [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Federal grants | $ 250,576 | $ 862,400 | $ 3,931,209 | $ 1,763,961 |
Operating expenses: | ||||
Research and development | 524,378 | 838,970 | 4,389,579 | 3,402,301 |
General and administrative | 490,471 | 277,693 | 1,154,917 | 6,929,904 |
Total operating expenses | 1,014,849 | 1,116,663 | 5,544,496 | 10,332,205 |
Loss from operations | (764,273) | (254,263) | (1,613,287) | (8,568,244) |
Other income (expense): | ||||
Change in fair value of derivative liability | (39,586) | (439,334) | 2,447,908 | (575,087) |
Interest expense | (347,834) | (329,650) | (995,496) | (958,949) |
Total other income (expense), net | (387,419) | (768,984) | 1,452,412 | (1,534,036) |
Net loss | (1,151,692) | (1,023,247) | (160,875) | (10,102,280) |
Net loss attributable to noncontrolling interests | (3,961) | (217,645) | ||
Net income (loss) attributable to common stockholders | (1,147,731) | (1,023,247) | $ 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 | ||
Change in fair value of derivative liability | (39,585) | (439,334) | ||
Net loss attributable to common stockholders | $ (1,147,731) | $ (1,023,247) | $ 56,770 | $ (10,102,280) |
Net loss per share, basic and diluted: | ||||
Basic and diluted net income (loss) per share, Common stock | $ 0 | $ 0 | ||
Weighted average common shares outstanding, basic and diluted | 240,421,807 | 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] | Retained Earnings [Member]Ensysce Biosciences, Inc [Member] | Noncontrolling Interest [Member]Ensysce Biosciences, Inc [Member] | Ensysce Biosciences, Inc [Member] | Total |
Balance on December 31, 2020 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 | 6,064,800 | |||||
Issuance of common stock warrants | 10,500 | 10,500 | |||||
Exercise of stock options | |||||||
Exercise of stock options, shares | |||||||
Stock-based compensation | 6,035,433 | 6,035,433 | |||||
Net loss | (10,102,280) | (10,102,280) | (1,067,296) | ||||
Balance on March 31, 2021 at Dec. 31, 2019 | $ 5,987 | 49,333,248 | (56,015,486) | (6,676,251) | (6,676,251) | ||
Balance, shares at Dec. 31, 2019 | 239,465,160 | 7,067,422 | |||||
Exercise of stock options | |||||||
Exercise of stock options, shares | |||||||
Stock-based compensation | 32,486 | 32,486 | 32,486 | ||||
Net loss | (1,023,247) | (1,023,247) | 1,792,718 | ||||
Balance on March 31, 2021 at Mar. 31, 2020 | $ 5,987 | 49,365,734 | (57,038,733) | (7,667,012) | (7,667,012) | ||
Balance, shares at Mar. 31, 2020 | 239,465,160 | 7,038,573 | |||||
Balance on December 31, 2020 at Dec. 31, 2019 | $ 5,987 | 49,333,248 | (56,015,486) | (6,676,251) | (6,676,251) | ||
Balance, shares at Dec. 31, 2019 | 239,465,160 | 7,067,422 | |||||
Stock-based compensation | 178,679 | 178,679 | |||||
Contribution from noncontrolling interest | 20 | 20 | |||||
Net loss | 56,770 | (217,645) | (160,875) | 4,310,769 | |||
Balance on March 31, 2021 at Dec. 31, 2020 | $ 5,987 | 49,511,927 | (55,958,716) | (217,625) | (6,658,427) | (6,658,427) | |
Balance, shares at Dec. 31, 2020 | 239,465,160 | 6,224,268 | |||||
Exercise of stock options | $ 108 | 262,754 | $ 262,862 | 262,862 | |||
Exercise of stock options, shares | 4,325,381 | 4,325,381 | |||||
Stock-based compensation | 43,820 | $ 43,820 | 43,820 | ||||
Net loss | (1,147,731) | (3,961) | (1,151,692) | (1,151,692) | |||
Balance on March 31, 2021 at Mar. 31, 2021 | $ 6,095 | $ 49,818,501 | $ (57,106,447) | $ (221,586) | $ (7,503,437) | $ (7,503,437) | |
Balance, shares at Mar. 31, 2021 | 243,790,541 | 6,224,268 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Ensysce Biosciences, Inc.) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||||||||||
Net loss | $ (1,151,692) | $ 887,162 | $ 1,792,718 | $ 1,117,163 | $ 2,679,880 | $ 1,536,065 | $ 6,889,453 | $ 1,889,288 | $ 4,310,769 | $ (1,067,296) | $ 2,053,783 |
Changes in operating assets and liabilities: | |||||||||||
Net cash used in operating activities | (266,168) | (234,388) | (864,439) | (1,424,792) | |||||||
Cash flows from financing activities: | |||||||||||
Proceeds from issuance of promissory notes | 566,268 | ||||||||||
Net cash provided by (used in) financing activities | 297,500 | (135,283,492) | (183,551,163) | (11,025,845) | |||||||
Increase (decrease) in cash and cash equivalents | (31,168) | (893,200) | (1,011,949) | (597,247) | |||||||
Cash – Beginning | 49,202 | 167,951 | 1,061,151 | 1,658,398 | 1,061,151 | 1,658,398 | 1,061,151 | 1,658,398 | 1,061,151 | 1,658,398 | |
Cash – Ending | 18,034 | 167,951 | 49,202 | 1,061,151 | 1,658,398 | ||||||
Supplemental cash flow information: | |||||||||||
Income tax payments | 125,701 | 525,000 | |||||||||
Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
Net cash provided by financing activities | 297,500 | (135,283,492) | (183,551,163) | (11,025,845) | |||||||
Ensysce Biosciences, Inc [Member] | |||||||||||
Cash flows from operating activities: | |||||||||||
Net loss | (1,151,692) | (1,023,247) | (160,875) | (10,102,280) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation | 51 | 50 | 201 | 201 | |||||||
Accrued interest | 173,422 | 83,438 | 381,886 | 292,260 | |||||||
Accretion of discounts on promissory notes | 174,413 | 246,211 | 613,610 | 666,689 | |||||||
Change in fair value of embedded derivative | 39,586 | 439,334 | (2,447,908) | 575,087 | |||||||
Stock-based compensation | 43,820 | 32,486 | 178,679 | 6,035,433 | |||||||
Lease cost | (589) | 1,962 | |||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | 173,552 | (173,552) | |||||||||
Unbilled receivable | 34,243 | ||||||||||
Prepaid expenses and other assets | 51,244 | (294,993) | (25,401) | 70,332 | |||||||
Accounts payable | (92,184) | 148,943 | 1,183,820 | 372,928 | |||||||
Accrued expenses and other liabilities | 244,780 | 30,117 | (1,146,868) | 1,327,639 | |||||||
Net cash used in operating activities | (517,149) | (303,418) | (1,247,342) | (935,263) | |||||||
Cash flows from financing activities: | |||||||||||
Proceeds from issuance of promissory notes | 50,000 | 700,000 | 400,000 | ||||||||
Proceeds from issuance of promissory notes to related parties | 300,000 | 200,000 | 400,000 | 100,000 | |||||||
Contribution from noncontrolling interest | 20 | ||||||||||
Proceeds from exercise of stock options | 262,862 | ||||||||||
Net cash provided by (used in) financing activities | 612,862 | 200,000 | 1,100,020 | 500,000 | |||||||
Increase (decrease) in cash and cash equivalents | 95,713 | (103,418) | (147,322) | (435,263) | |||||||
Cash – Beginning | 194,214 | $ 238,118 | 341,536 | $ 776,799 | $ 341,536 | $ 776,799 | $ 341,536 | $ 776,799 | 341,536 | 776,799 | |
Cash – Ending | 289,927 | 238,118 | 194,214 | 341,536 | $ 776,799 | ||||||
Supplemental cash flow information: | |||||||||||
Income tax payments | 1,600 | 1,600 | 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 | 3,052 | 181,541 | 471,823 | 414,188 | |||||||
Net cash provided by financing activities | 612,862 | 200,000 | $ 1,100,020 | $ 500,000 | |||||||
Deferred transaction costs in accounts payable | 596,975 | ||||||||||
Deferred transaction costs in accrued expenses and other liabilities | $ 200,927 |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) | 1 Months Ended | ||||||
Jan. 31, 2021 | Mar. 31, 2021USD ($)$ / sharesshares | Feb. 28, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Feb. 28, 2018shares | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Common Stock, shares authorized | shares | 100,000,000 | 100,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Preferred Stock, Shares Authorized | shares | 1,000,000 | 1,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 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 | shares | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.000025 | $ 0.000025 | $ 0.000025 | ||||
Preferred Stock, Shares Authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.000025 | $ 0.000025 | $ 0.000025 | ||||
Business acquisition exchange ratio of common stock issued | 0.06585 | ||||||
Deferred transaction costs | $ | $ 797,902 | ||||||
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 | 1.00% | ||||||
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 | shares | 1,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | ||||||
Preferred Stock, Shares Authorized | shares | 100,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Working capital deficit | $ 127,869 | $ 127,869 | $ 163,896 |
Ensysce Biosciences, Inc [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Net cash used in operating activities | 1,200,000 | ||
Working capital deficit | 6,700,000 | 6,700,000 | 7,200,000 |
Accumulated deficit | $ 56,000,000 | $ 56,000,000 | $ 57,100,000 |
Subscription term | 36 months | 36 months | |
Subscription payment description | 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. | 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] | |||
Commitment fee | $ 1,200,000 | $ 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] | |||
Commitment fee | 800,000 | 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] | |||
Commitment fee | 400,000 | 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 | $ 60,000,000 |
SCHEDULE OF ANTI DILUTIVE SECUR
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Total | 18,391,289 | 17,825,001 | ||
Ensysce Biosciences, Inc [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Total | 70,369,228 | 87,903,148 | 55,581,877 | 79,213,687 |
Ensysce Biosciences, Inc [Member] | Stock Options [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Total | 70,069,228 | 87,603,148 | 55,281,877 | 78,976,701 |
Ensysce Biosciences, Inc [Member] | Warrant [Member] | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Total | 300,000 | 300,000 | 300,000 | 236,986 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Assets and liabilities at fair value | $ 712,899 | 670,262 | 2,646,347 |
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Assets and liabilities at fair value | 712,899 | 670,262 | 2,646,347 |
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Put Option [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Assets and liabilities at fair value | 712,899 | 670,262 | 2,646,347 |
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Put Option [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Put Option [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Put Option [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Assets and liabilities at fair value | $ 712,899 | $ 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 ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Begining fair value | $ 670,262 | $ 2,646,347 | $ 1,657,072 |
Issuance | 3,052 | 471,823 | 414,188 |
Change in fair value | 39,585 | (2,447,908) | 575,087 |
Ending fair value | $ 712,899 | $ 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 | Mar. 31, 2020 | Dec. 31, 2019 |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Prepaid research and development | $ 112,966 | $ 51,065 | $ 68,815 |
Prepaid insurance | 17,158 | 22,508 | 32,187 |
Prepaid rent | 2,550 | 2,500 | |
Total prepaid expenses and other current assets | 130,124 | 78,880 | $ 103,502 |
Other prepaid expenses | $ 2,757 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Accrued research and development | $ 297,655 | $ 72,906 | $ 1,141,727 |
Deferred grant revenue | 100,215 | 159,047 | 279,808 |
Accrued scientific advisory board fees | 60,032 | 60,032 | 58,794 |
Other accrued liabilities | 52,807 | 11,331 | |
Total accrued expenses and other liabilities | 854,542 | 344,792 | $ 1,491,660 |
Professional fees | 315,830 | 13,755 | |
Other accrued liabilities | $ 80,810 | $ 39,052 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Ensysce Biosciences, Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Aug. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Future lease payments | $ 17,850 | $ 25,500 | |||
Operating leases, rent expense | $ 12,379 | $ 9,727 | $ 36,645 | $ 32,593 | |
Lease Agreement [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Lease commencement date | Oct. 1, 2020 | ||||
Lease termination date | Oct. 31, 2021 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||
Principal balance | $ 4,750,000 | $ 4,400,000 | $ 3,300,000 |
Accrued interest | 897,377 | 787,996 | 406,110 |
Unamortized debt discount | (771,553) | (942,914) | (1,084,703) |
Net debt balance | 4,875,824 | 4,245,082 | 2,621,407 |
2015 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 100,000 | 100,000 | 100,000 |
Accrued interest | 29,904 | 28,671 | 23,658 |
Unamortized debt discount | |||
Net debt balance | 129,904 | 128,671 | 123,658 |
2018 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 3,500,000 | 3,500,000 | 3,200,000 |
Accrued interest | 814,208 | 727,905 | 382,452 |
Unamortized debt discount | (630,852) | (783,124) | (1,084,703) |
Net debt balance | 3,683,356 | 3,444,781 | $ 2,497,749 |
2020 Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 100,000 | 100,000 | |
Accrued interest | 4,194 | 1,694 | |
Unamortized debt discount | |||
Net debt balance | 104,194 | 101,694 | |
2020 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 700,000 | 700,000 | |
Accrued interest | 46,986 | 29,726 | |
Unamortized debt discount | (137,888) | (159,790) | |
Net debt balance | 609,098 | $ 569,936 | |
2021 Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 300,000 | ||
Accrued interest | 1,250 | ||
Unamortized debt discount | |||
Net debt balance | 301,250 | ||
2021 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 50,000 | ||
Accrued interest | 835 | ||
Unamortized debt discount | (2,813) | ||
Net debt balance | $ 48,022 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 13 Months Ended | 36 Months Ended | ||||||
Mar. 31, 2021USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2015USD ($) | |
Short-term Debt [Line Items] | |||||||||||||
Proceeds from notes payable | $ 566,268 | ||||||||||||
Amortization of debt discount | $ 31,428 | $ 220,000 | $ 220,000 | 220,000 | |||||||||
Ensysce Biosciences, Inc [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | $ 4,750,000 | 4,750,000 | 4,400,000 | 3,300,000 | $ 4,750,000 | $ 4,400,000 | |||||||
Proceeds from notes payable | 50,000 | $ 700,000 | 400,000 | ||||||||||
Interest expense | 109,381 | 83,438 | |||||||||||
Amortization of debt discount | $ 174,412 | $ 246,211 | |||||||||||
Debt amortization period | 1 year 1 month 6 days | ||||||||||||
Debt instrument effective interest rate | 50.70% | 50.70% | 50.70% | ||||||||||
Ensysce Biosciences, Inc [Member] | 2015 Convertible Notes Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | $ 873,000 | ||||||||||||
Debt conversion of converted amount | $ 100,000 | $ 100,000 | |||||||||||
Debt interest rate | 5.00% | 5.00% | |||||||||||
Debt conversion percentage | 80.00% | 80.00% | |||||||||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt interest rate | 10.00% | 10.00% | |||||||||||
Proceeds from unsecured debt | $ 3,500,000 | ||||||||||||
Debt conversion percentage | 0.50 | ||||||||||||
Proceeds from notes payable | $ 5,000,000 | ||||||||||||
Debt instrument conversion price per share | $ / 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, 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. | ||||||||||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes Payable [Member] | Stockholder and Board Member [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from unsecured debt | $ 2,500,000 | ||||||||||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes Payable [Member] | Unrelated Party [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from unsecured debt | $ 1,000,000 | ||||||||||||
Ensysce Biosciences, Inc [Member] | 2020 Promissory Notes Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt interest rate | 10.00% | 10.00% | |||||||||||
Proceeds from unsecured debt | $ 100,000 | ||||||||||||
Ensysce Biosciences, Inc [Member] | 2020 Convertible Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | $ 700,000 | $ 700,000 | $ 700,000 | $ 700,000 | $ 700,000 | ||||||||
Debt Instrument, Maturity Date, Description | July 2022 | ||||||||||||
Interest expense | $ 381,886 | 292,260 | |||||||||||
Amortization of debt discount | 613,610 | $ 666,689 | |||||||||||
Debt amortization period | 1 year 2 months 12 days | ||||||||||||
Debt instrument effective interest rate | 55.40% | ||||||||||||
Ensysce Biosciences, Inc [Member] | 2020 Convertible Notes [Member] | Covistat, Inc. [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion of converted amount | $ 10,000,000 | ||||||||||||
Debt interest rate | 10.00% | 10.00% | |||||||||||
Proceeds from unsecured debt | $ 700,000 | ||||||||||||
Proceeds from notes payable | 2,000,000 | ||||||||||||
Dividends | $ 10,000,000 | ||||||||||||
Sales percentage | 80.00% | ||||||||||||
Ensysce Biosciences, Inc [Member] | 2021 Convertible Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | 50,000 | $ 50,000 | 50,000 | ||||||||||
Debt interest rate | 10.00% | ||||||||||||
Proceeds from unsecured debt | $ 50,000 | ||||||||||||
Debt conversion percentage | 0.80 | ||||||||||||
Proceeds from notes payable | $ 10,000,000 | ||||||||||||
Debt maturity date | Jan. 28, 2023 | ||||||||||||
Ensysce Biosciences, Inc [Member] | 2021 Promissory Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||
Debt interest rate | 10.00% | 10.00% | 10.00% | ||||||||||
Proceeds from unsecured debt | $ 300,000 | ||||||||||||
Proceeds from notes payable | $ 2,000,000 | ||||||||||||
Debt maturity date | Jun. 30, 2022 |
SCHEDULE OF WARRANTS MEASURED U
SCHEDULE OF WARRANTS MEASURED USING BLACK-SCHOLES MODEL (Details) - Ensysce Biosciences, Inc [Member] - 2019 Warrants [Member] | Dec. 31, 2020$ / shares |
Measurement Input, Share Price [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Warrants price | $ 0.17 |
Measurement Input, Exercise Price [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Warrants price | $ 0.20 |
Measurement Input, Expected Term [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Warrants and Rights Outstanding, Term | 10 years |
Measurement Input, Price Volatility [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
Warrants measurement input | 59.9 |
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 ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Options, Outstanding, Beginning balance | 71,813,169 | 86,858,704 | 43,544,606 |
Weighted average Exercise price, Outstanding, Beginning balance | $ 0.15 | $ 0.15 | $ 0.13 |
Weighted average Remaining contractual life, Beginning balance | 6 years 9 months 18 days | 7 years 3 months 18 days | |
Intrinsic value, Outstanding, Beginning balance | $ 1,817,383 | $ 1,923,924 | $ 2,209,192 |
Options, Granted | 2,000,000 | 45,300,000 | |
Weighted average Exercise price, Granted | $ 0.22 | $ 0.17 | |
Weighted average 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) | |
Weighted average Exercise price, Expired / Forfeited | $ 0.16 | $ 0.03 | |
Intrinsic value, Expired / Forfeited | $ 106,541 | $ 285,269 | |
Options, Outstanding, Ending balance | 67,487,788 | 71,813,169 | 86,858,704 |
Weighted average Exercise price, Outstanding, Ending balance | $ 0.16 | $ 0.15 | $ 0.15 |
Weighted average Remaining contractual life, Ending balance | 7 years | 6 years 9 months 18 days | 8 years |
Intrinsic value, Outstanding, Ending balance | $ 1,344,930 | $ 1,817,383 | $ 1,923,924 |
Options, Exercisable, Ending balance | 65,543,350 | 67,479,826 | |
Weighted average Exercise price, Exercisable, Ending balance | $ 0.16 | $ 0.15 | |
Weighted average Remaining contractual life, Exercisable, Ending balance | 6 years 10 months 24 days | 6 years 8 months 12 days | |
Intrinsic value, Exercisable, Ending balance | $ 1,328,263 | $ 1,700,715 | |
Options, Vested and expected to vest, Ending balance | 67,487,788 | 71,813,169 | |
Weighted average Exercise price, Vested and expected to vest, Ending balance | $ 0.16 | $ 0.15 | |
Weighted average Remaining contractual life, Vested and expected to vest, Ending balance | 7 years | 6 years 9 months 18 days | |
Intrinsic value, Vested and expected to vest, Ending balance | $ 1,344,930 | $ 1,817,383 | |
Intrinsic value, Granted | |||
Options, Exercised | (4,325,381) | ||
Weighted average Exercise price, Exercised | $ 0.06 | ||
Intrinsic value, Exercised | $ 472,453 | ||
Options, Expired / Forfeited | 17,045,535 | 1,985,902 | |
Intrinsic value, Outstanding, Ending balance | $ 1,344,930 | $ 1,817,383 | $ 1,923,924 |
Intrinsic value, Exercisable, Ending balance | 1,328,263 | 1,700,715 | |
Intrinsic value, Vested and expected to vest, Ending balance | $ 1,344,930 | $ 1,817,383 |
SCHEDULE OF STOCK OPTIONS VALUA
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS (Details) - Ensysce Biosciences, Inc [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected stock price volatility | 124.00% | 124.00% | 105.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.27% | 2.21% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.52% | 2.56% | |
Stock price | $ 0.17 | $ 0.17 | $ 0.17 |
Expected term (years) | 5 years 9 months 18 days | 5 years 9 months 18 days | 5 years |
Exercise price | $ 0.22 | ||
Risk-free interest rate | 1.52% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - Ensysce Biosciences, Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | 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] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 67,487,788 | 71,813,169 | 86,858,704 | 43,544,606 | |||||
Shares reserved for future issuance | 106,722,288 | ||||||||
Number of granted stock options to purchase shares of common stock | 2,000,000 | 45,300,000 | |||||||
Stock-based compensation expense | $ 0 | $ 0 | |||||||
General and Administrative Expense [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 43,820 | $ 32,486 | $ 178,679 | $ 6,035,433 | |||||
Option Activity [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of vested stock options to purchase shares | 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 granted | $ 0 | $ 0.15 | $ 0.14 | $ 0.13 | |||||
Unrecognized share-based compensation cost | $ 115,633 | $ 159,453 | $ 48,438 | ||||||
Unrecognized weighted average period | 2 years 4 months 17 days | ||||||||
Unrecognized weighted average period | 2 years 1 month 6 days | ||||||||
Chief Executive Officer [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of granted stock options to purchase shares of common stock | 10,100,000 | ||||||||
Chief Executive Officer [Member] | Option Activity [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of granted stock options to purchase shares of common stock | 10,100,000 | ||||||||
Directors and Consultants [Member] | Option Activity [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of granted stock options to purchase shares of common stock | 35,200,000 | ||||||||
Board of Directors [Member] | Option Activity [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of granted stock options to purchase shares of common stock | 1,000,000 | 2,000,000 | |||||||
Stock options vesting term | 3 years | 3 years | |||||||
Stock options exercise price | $ 0.22 | $ 0.22 | |||||||
2016 Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of common stock shares issuance | 100,000,000 | ||||||||
2016 Stock Incentive Plan [Member] | Employees and Consultants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 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] | |||||||||
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] | |||||||||
Number of common stock shares issuance | 2,500,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,200,000 | 2,300,000 | |||||||
2019 Directors Plan [Member] | Directors [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,300,000 | 300,000 | |||||||
Legacy Plans [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,022,288 | 8,247,669 | 8,293,204 |
SCHEDULE OF INCOME TAXES BENEFI
SCHEDULE OF INCOME TAXES BENEFIT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Total | $ (1,772,885) | $ 1,867,343 | $ 4,555,262 | $ (512,096) |
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 | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Percent | 25.00% | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% |
Ensysce Biosciences, Inc [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 0.2 | $ 2.6 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | |
Tax Cuts and Jobs Act, Change in Tax Rate, Deferred Tax Asset, Income Tax Expense | $ 9.8 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - Ensysce Biosciences, Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | |
Condensed Cash Flow Statements, Captions [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 | $ 3,584 | $ 12,989 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 67,487,788 | 71,813,169 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.16 | $ 0.15 | |||
Chief Executive Officer [Member] | |||||
Condensed Cash Flow Statements, Captions [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 | $ 33,146 | $ 12,989 | $ 129,890 | ||
Two Non Employees [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 100,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.17 | ||||
Board of Directors Chairman [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Convertible debt | 2,500,000 | 2,500,000 | $ 2,200,000 | ||
Two Members of Board of Directors Including CEO [Member] | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Convertible debt | $ 400,000 | 100,000 | |||
Proceeds from convertible debt | $ 100,000 |
SCHEDULE OF OPTIONS OUTSTANDING
SCHEDULE OF OPTIONS OUTSTANDING (Details) - Ensysce Biosciences, Inc [Member] - shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total options outstanding | 67,487,788 | 71,813,169 | 86,858,704 | 43,544,606 |
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total options outstanding | 67,487,788 | 71,813,169 | ||
Legacy Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total options outstanding | 4,022,288 | 8,247,669 | 8,293,204 | |
2016 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total options outstanding | 61,265,500 | 61,265,500 | ||
2019 Directors Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total options outstanding | 2,200,000 | 2,300,000 |
SCHEDULE OF COMMON STOCK RESERV
SCHEDULE OF COMMON STOCK RESERVED FOT FUTURE ISSUANCE (Details) - Ensysce Biosciences, Inc [Member] | Mar. 31, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved for future issuance | 106,722,288 |
Stock Options Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved for future issuance | 67,487,788 |
Stock Options Available for Future Grant Under 2016 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved for future issuance | 38,734,500 |
Stock Options Available for Future Grant Under 2019 Directors Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved for future issuance | 200,000 |
Warrants Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total shares of common stock reserved for future issuance | 300,000 |