Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | ENSYSCE BIOSCIENCES, INC. |
Entity Central Index Key | 0001716947 |
Entity Primary SIC Number | 2834 |
Entity Tax Identification Number | 82-2755287 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 7946 Ivanhoe Avenue |
Entity Address, Address Line Two | Suite 201 |
Entity Address, City or Town | La Jolla |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92037 |
City Area Code | 858 |
Local Phone Number | 263-4196 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
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 and contingencies (Note 6) | ||||
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, 1,500,000 shares authorized, no shares issued and outstanding at June 30, 2021 (unaudited) and December 31, 2020 | ||||
Common stock, $0.0001 par value, 150,000,000 shares authorized; 24,275,541 and 15,768,725 shares issued at June 30, 2021 (unaudited) and December 31, 2020, respectively; 24,255,786 and 15,768,725 shares outstanding at June 30, 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’ equity (deficit) | 1,893,835 | (1,207,058) | 5,000,001 | |
Total stockholders’ equity (deficit) | 1,893,835 | (1,207,058) | 5,000,001 | |
Total liabilities and stockholders’ equity | 12,980,390 | 12,854,634 | 196,511,899 | |
Ensysce Biosciences, Inc [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 194,214 | 341,536 | ||
Unbilled receivable | 173,552 | |||
Right-of-use asset | 23,538 | |||
Prepaid expenses and other current assets | 130,124 | 103,502 | ||
Total current assets | 347,876 | 618,590 | ||
Property and equipment, net | 151 | 351 | ||
Other assets | 3,780 | 5,000 | ||
Total assets | 351,807 | 623,941 | ||
Current liabilities: | ||||
Accounts payable | 1,724,598 | 540,778 | ||
Accrued expenses and other liabilities | 344,792 | 1,491,660 | ||
Lease liability | 25,500 | |||
Notes payable and accrued interest | 4,245,082 | 2,621,407 | ||
Embedded derivative on convertible notes | 670,262 | 2,646,347 | ||
Total current liabilities | 7,010,234 | 7,300,192 | ||
Total liabilities | 7,010,234 | 7,300,192 | ||
Commitments and contingencies (Note 6) | ||||
Stockholders’ equity (deficit) | ||||
Preferred stock, $0.0001 par value, 1,500,000 shares authorized, no shares issued and outstanding at June 30, 2021 (unaudited) and December 31, 2020 | [1] | |||
Common stock, $0.0001 par value, 150,000,000 shares authorized; 24,275,541 and 15,768,725 shares issued at June 30, 2021 (unaudited) and December 31, 2020, respectively; 24,255,786 and 15,768,725 shares outstanding at June 30, 2021 (unaudited) and December 31, 2020, respectively | [1] | 1,577 | 1,577 | |
Additional paid-in capital | [1] | 49,516,337 | 49,337,658 | |
Accumulated deficit | (55,958,716) | (56,015,486) | ||
Total Ensysce Biosciences, Inc. stockholders’ equity (deficit) | (6,440,802) | (6,676,251) | ||
Noncontrolling interests in stockholders’ deficit | (217,625) | |||
Total stockholders’ equity (deficit) | $ (7,303,437) | (6,658,427) | (6,676,251) | |
Total liabilities and stockholders’ equity | $ 351,807 | $ 623,941 | ||
[1] | Retroactively restated for the merger as described in Note 12 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 | 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 |
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 | $ 0.0001 | |||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Common Stock, Shares, Outstanding | 6,224,268 | 6,224,268 | 7,067,422 | |||||||||||||
Ensysce Biosciences, Inc [Member] | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 | ||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | ||||||||||||||
Common Stock, Shares, Outstanding | 24,255,786 | 15,768,725 | 15,768,725 | |||||||||||||
Common Stock, Shares, Issued | 24,275,541 | 15,768,725 | 15,768,725 |
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 | ||
Operating expenses: | |||||
Total operating expenses | $ 292,027 | $ 915,183 | $ 1,368,841 | $ 3,328,674 | |
Income (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) | (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 | ||||
Total other income (expense), 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 attributable to common stockholders | $ (1,711,607) | $ 1,792,718 | $ 4,310,769 | $ (1,067,296) | |
Net income (loss) per diluted share: | |||||
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 | ||
Weighted average common shares outstanding, basic and diluted | 6,224,268 | 6,375,178 | 6,642,759 | 6,621,293 | |
Net loss per share attributable to common stockholders, basic and diluted | $ 0.24 | $ 0.65 | $ (0.63) | ||
Basic and diluted net loss per share, Common stock subject to possible redemption | 0 | $ 0 | $ 0.17 | ||
Basic and diluted net loss per share, Non-redeemable common stock | $ (0.27) | $ 0.28 | |||
Ensysce Biosciences, Inc [Member] | |||||
Federal grants | $ 3,931,209 | $ 1,763,961 | |||
Operating expenses: | |||||
Research and development | 4,389,579 | 3,402,301 | |||
General and administrative | 1,154,917 | 6,929,904 | |||
Total operating expenses | 5,544,496 | 10,332,205 | |||
Income (loss) from operations | (1,613,287) | (8,568,244) | |||
Other income (expense): | |||||
Interest expense | (995,496) | (958,949) | |||
Change in fair value of derivative liability | 2,447,908 | (575,087) | |||
Total other income (expense), net | 1,452,412 | (1,534,036) | |||
Net loss attributable to common stockholders | |||||
Net loss | [1] | (160,875) | (10,102,280) | ||
Net loss attributable to noncontrolling interests | (217,645) | ||||
Net income (loss) attributable to common stockholders | $ 56,770 | $ (10,102,280) | |||
Net income (loss) per basic share: | |||||
Net income (loss) per share attributable to common stockholders, basic | [2] | $ 0 | $ (0.64) | ||
Weighted average common shares outstanding, basic | [2] | 15,768,725 | 15,768,725 | ||
Net income (loss) per diluted share: | |||||
Net income (loss) per share attributable to common stockholders, diluted | [2] | $ 0 | $ (0.64) | ||
Weighted average common shares outstanding, diluted | [2] | 16,507,387 | 15,768,725 | ||
[1] | Retroactively restated for the merger as described in Note 12 | ||||
[2] | Retroactively restated for the merger as described in Note 12 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member]Ensysce Biosciences, Inc [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Ensysce Biosciences, Inc [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member]Ensysce Biosciences, Inc [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member]Ensysce Biosciences, Inc [Member] | Ensysce Biosciences, Inc [Member] | Total | |
Balance at Dec. 31, 2017 | $ 5,000,001 | |||||||||
Net income | 747,316 | |||||||||
Balance at Mar. 31, 2018 | 5,000,001 | |||||||||
Balance at Dec. 31, 2017 | 5,000,001 | |||||||||
Net income | 889,426 | |||||||||
Balance at Jun. 30, 2018 | 5,000,001 | |||||||||
Balance at Dec. 31, 2017 | 5,000,001 | |||||||||
Net income | (239,175) | |||||||||
Balance at Sep. 30, 2018 | 5,000,001 | |||||||||
Balance at Dec. 31, 2017 | 5,000,001 | |||||||||
Net income | 2,053,783 | |||||||||
Balance at Dec. 31, 2018 | $ 660 | $ 4,068,751 | $ 930,590 | 5,000,001 | ||||||
Balance, shares at Dec. 31, 2018 | 15,768,725 | 6,064,800 | ||||||||
Balance at Dec. 31, 2018 | $ 1,577 | $ 660 | $ 43,291,725 | 4,068,751 | $ (45,913,206) | 930,590 | $ (2,619,904) | 5,000,001 | ||
Balance at Mar. 31, 2018 | 5,000,001 | |||||||||
Net income | 142,110 | |||||||||
Balance at Jun. 30, 2018 | 5,000,001 | |||||||||
Net income | (1,128,601) | |||||||||
Balance at Sep. 30, 2018 | 5,000,001 | |||||||||
Balance at Dec. 31, 2018 | 660 | 4,068,751 | 930,590 | 5,000,001 | ||||||
Net income | 1,117,163 | |||||||||
Balance at Mar. 31, 2019 | 5,000,001 | |||||||||
Balance at Dec. 31, 2018 | $ 660 | 4,068,751 | 930,590 | 5,000,001 | ||||||
Balance, shares at Dec. 31, 2018 | 15,768,725 | 6,064,800 | ||||||||
Balance at Dec. 31, 2018 | $ 1,577 | $ 660 | 43,291,725 | 4,068,751 | (45,913,206) | 930,590 | (2,619,904) | 5,000,001 | ||
Net income | 1,536,065 | |||||||||
Balance at Jun. 30, 2019 | 5,000,001 | |||||||||
Balance at Dec. 31, 2018 | $ 660 | 4,068,751 | 930,590 | 5,000,001 | ||||||
Balance, shares at Dec. 31, 2018 | 15,768,725 | 6,064,800 | ||||||||
Balance at Dec. 31, 2018 | $ 1,577 | $ 660 | 43,291,725 | 4,068,751 | (45,913,206) | 930,590 | (2,619,904) | 5,000,001 | ||
Net income | 1,889,288 | |||||||||
Balance at Sep. 30, 2019 | 5,000,001 | |||||||||
Balance at Dec. 31, 2018 | $ 660 | 4,068,751 | 930,590 | 5,000,001 | ||||||
Balance, shares at Dec. 31, 2018 | 15,768,725 | 6,064,800 | ||||||||
Balance at Dec. 31, 2018 | $ 1,577 | $ 660 | 43,291,725 | 4,068,751 | (45,913,206) | 930,590 | (2,619,904) | 5,000,001 | ||
Issuance of common stock warrants | [1] | 10,500 | 10,500 | |||||||
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, shares | 463,342 | |||||||||
Waiver of a portion of deferred underwriting fee | ||||||||||
Stock-based compensation | [1] | 6,035,433 | 6,035,433 | |||||||
Net loss | [1] | (10,102,280) | (10,102,280) | |||||||
Net income | (1,067,296) | (1,067,296) | ||||||||
Balance at Dec. 31, 2019 | $ 707 | 5,136,000 | (136,706) | (6,676,251) | 5,000,001 | |||||
Balance, shares at Dec. 31, 2019 | 15,768,725 | 7,067,422 | ||||||||
Balance at Dec. 31, 2019 | $ 1,577 | 49,337,658 | (56,015,486) | (6,676,251) | 5,000,001 | |||||
Balance at Mar. 31, 2019 | 5,000,001 | |||||||||
Net income | 418,902 | |||||||||
Balance at Jun. 30, 2019 | 5,000,001 | |||||||||
Net income | 353,223 | |||||||||
Balance at Sep. 30, 2019 | 5,000,001 | |||||||||
Balance at Dec. 31, 2019 | $ 707 | 5,136,000 | (136,706) | (6,676,251) | 5,000,001 | |||||
Change in value of common stock subject to possible redemption | (349,857) | |||||||||
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 | |||||||||
Net income | 1,792,718 | 1,792,718 | ||||||||
Balance at Mar. 31, 2020 | $ 703 | 2,860,847 | 1,656,012 | 4,517,562 | ||||||
Balance, shares at Mar. 31, 2020 | 15,768,725 | 7,038,573 | ||||||||
Stock Redeemed or Called During Period, Shares | (28,849) | |||||||||
Balance at Mar. 31, 2020 | $ 1,577 | 49,370,144 | (57,038,733) | (7,667,012) | 4,517,562 | |||||
Balance at Dec. 31, 2019 | $ 707 | 5,136,000 | (136,706) | (6,676,251) | 5,000,001 | |||||
Balance, shares at Dec. 31, 2019 | 15,768,725 | 7,067,422 | ||||||||
Balance at Dec. 31, 2019 | $ 1,577 | 49,337,658 | (56,015,486) | (6,676,251) | 5,000,001 | |||||
Stock-based compensation | 68,551 | 68,551 | ||||||||
Net loss | (1,727,745) | (1,976) | (1,729,721) | |||||||
Net income | (1,727,745) | 2,679,880 | ||||||||
Balance at Jun. 30, 2020 | (2,694,568) | |||||||||
Balance, shares at Jun. 30, 2020 | 15,768,725 | |||||||||
Balance at Jun. 30, 2020 | $ 1,577 | 49,406,209 | (57,743,231) | (1,976) | (8,337,421) | |||||
Balance at Dec. 31, 2019 | $ 707 | 5,136,000 | (136,706) | (6,676,251) | 5,000,001 | |||||
Balance, shares at Dec. 31, 2019 | 15,768,725 | 7,067,422 | ||||||||
Balance at Dec. 31, 2019 | $ 1,577 | 49,337,658 | (56,015,486) | (6,676,251) | 5,000,001 | |||||
Net income | 6,889,453 | |||||||||
Balance at Sep. 30, 2020 | 1,515,005 | |||||||||
Balance at Dec. 31, 2019 | $ 707 | 5,136,000 | (136,706) | (6,676,251) | 5,000,001 | |||||
Balance, shares at Dec. 31, 2019 | 15,768,725 | 7,067,422 | ||||||||
Balance at Dec. 31, 2019 | $ 1,577 | 49,337,658 | (56,015,486) | (6,676,251) | 5,000,001 | |||||
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, shares | (843,154) | |||||||||
Waiver of a portion of deferred underwriting fee | 250,000 | 250,000 | ||||||||
Contribution from noncontrolling interest | [1] | 20 | 20 | |||||||
Stock-based compensation | [1] | 178,679 | 178,679 | |||||||
Net loss | [1] | 56,770 | (217,645) | (160,875) | ||||||
Net income | 4,310,769 | 4,310,769 | ||||||||
Balance at Dec. 31, 2020 | $ 622 | (1,207,680) | (6,440,802) | (1,207,058) | ||||||
Balance, shares at Dec. 31, 2020 | 15,768,725 | 6,224,268 | ||||||||
Balance at Dec. 31, 2020 | $ 1,577 | $ 622 | 49,516,337 | (55,958,716) | (1,207,680) | (217,625) | (6,658,427) | (1,207,058) | ||
Balance at Mar. 31, 2020 | $ 703 | 2,860,847 | 1,656,012 | 4,517,562 | ||||||
Balance, shares at Mar. 31, 2020 | 15,768,725 | 7,038,573 | ||||||||
Balance at Mar. 31, 2020 | $ 1,577 | 49,370,144 | (57,038,733) | (7,667,012) | 4,517,562 | |||||
Stock-based compensation | [2] | 36,065 | 36,065 | |||||||
Net loss | [2] | (704,498) | (1,976) | (706,474) | ||||||
Net income | (704,498) | 887,162 | ||||||||
Balance at Jun. 30, 2020 | (2,694,568) | |||||||||
Balance, shares at Jun. 30, 2020 | 15,768,725 | |||||||||
Balance at Jun. 30, 2020 | $ 1,577 | 49,406,209 | (57,743,231) | (1,976) | (8,337,421) | |||||
Net income | 4,209,573 | |||||||||
Balance at Sep. 30, 2020 | 1,515,005 | |||||||||
Balance at Dec. 31, 2020 | $ 622 | (1,207,680) | (6,440,802) | (1,207,058) | ||||||
Balance, shares at Dec. 31, 2020 | 15,768,725 | 6,224,268 | ||||||||
Balance at Dec. 31, 2020 | $ 1,577 | $ 622 | 49,516,337 | (55,958,716) | (1,207,680) | (217,625) | (6,658,427) | (1,207,058) | ||
Change in value of common stock subject to possible redemption | ||||||||||
Waiver of a portion of deferred underwriting fee | 4,750,000 | 4,750,000 | ||||||||
Amounts returned to Trust Account for excess redemptions previously withdrawn | 62,500 | 62,500 | ||||||||
Net income | (1,711,607) | (1,711,607) | ||||||||
Balance at Mar. 31, 2021 | $ 622 | 4,812,500 | (2,919,287) | 1,893,835 | ||||||
Balance, shares at Mar. 31, 2021 | 16,053,550 | 6,224,268 | ||||||||
Balance at Mar. 31, 2021 | $ 1,605 | 49,822,991 | (56,906,447) | (221,586) | (7,303,437) | 1,893,835 | ||||
Balance at Dec. 31, 2020 | $ 622 | (1,207,680) | (6,440,802) | (1,207,058) | ||||||
Balance, shares at Dec. 31, 2020 | 15,768,725 | 6,224,268 | ||||||||
Balance at Dec. 31, 2020 | $ 1,577 | $ 622 | 49,516,337 | (55,958,716) | (1,207,680) | (217,625) | (6,658,427) | (1,207,058) | ||
Settlement of convertible notes | $ 136 | 5,696,567 | 5,696,703 | |||||||
Settlement of convertible notes, shares | 1,357,968 | |||||||||
Issuance of common stock for business combination, net of transaction costs | $ 684 | 7,694,580 | 7,695,264 | |||||||
Issuance of common stock for business combination, net of transaction costs, shares | 6,844,268 | |||||||||
Exercise of stock options | $ 28 | 262,834 | $ 262,862 | |||||||
Exercise of stock options, shares | 284,825 | 284,825 | ||||||||
Stock-based compensation | 80,193 | $ 80,193 | ||||||||
Net loss | (1,883,275) | (26,028) | (1,909,303) | |||||||
Net income | (1,883,275) | |||||||||
Balance at Jun. 30, 2021 | 5,410,945 | |||||||||
Balance, shares at Jun. 30, 2021 | 24,255,786 | |||||||||
Balance at Jun. 30, 2021 | $ 2,425 | 63,250,511 | (57,841,991) | (243,653) | 5,167,292 | |||||
Balance at Mar. 31, 2021 | $ 622 | $ 4,812,500 | $ (2,919,287) | 1,893,835 | ||||||
Balance, shares at Mar. 31, 2021 | 16,053,550 | 6,224,268 | ||||||||
Balance at Mar. 31, 2021 | $ 1,605 | 49,822,991 | (56,906,447) | (221,586) | (7,303,437) | 1,893,835 | ||||
Settlement of convertible notes | [2] | $ 136 | 5,696,567 | 5,696,703 | ||||||
Settlement of convertible notes, shares | 1,357,968 | |||||||||
Issuance of common stock for business combination, net of transaction costs | [2] | $ 684 | 7,694,580 | 7,695,264 | ||||||
Issuance of common stock for business combination, net of transaction costs, shares | 6,844,268 | |||||||||
Stock-based compensation | [2] | 36,373 | 36,373 | |||||||
Net loss | [2] | (935,544) | (22,067) | (957,611) | ||||||
Net income | (935,544) | |||||||||
Balance at Jun. 30, 2021 | 5,410,945 | |||||||||
Balance, shares at Jun. 30, 2021 | 24,255,786 | |||||||||
Balance at Jun. 30, 2021 | $ 2,425 | $ 63,250,511 | $ (57,841,991) | $ (243,653) | $ 5,167,292 | |||||
[1] | Retroactively restated for the merger as described in Note 12 | |||||||||
[2] | Prior period amounts have been retroactively restated for the Business Combination as described in Note 1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Cash flows from operating activities: | ||||||||
Net (loss) income | $ (1,711,607) | $ 1,792,718 | $ 2,679,880 | $ 4,310,769 | $ (1,067,296) | |||
Net loss | ||||||||
Adjustments to reconcile net loss 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) | (419,500) | (1,906,250) | 1,433,250 | |||
Amortization of debt discount on convertible promissory note | 31,428 | 220,000 | 220,000 | |||||
Change in fair value of conversion option liability | 10,000 | (220,000) | (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 issuance of promissory notes to related parties | 235,000 | 1,000,000 | 1,225,000 | |||||
Redemption of common stock | (136,283,492) | (184,776,163) | (11,583,473) | |||||
Amounts returned to Trust Account for excess redemptions previously withdrawn | 62,500 | |||||||
Payment of offering costs | (8,640) | |||||||
Net cash provided by financing activities | 297,500 | (135,283,492) | (183,551,163) | (11,025,845) | ||||
Increase in cash and cash equivalents | (31,168) | (893,200) | (1,011,949) | (597,247) | ||||
Cash and cash equivalents beginning of period | 49,202 | 1,061,151 | 49,202 | 1,061,151 | 1,061,151 | 1,658,398 | ||
Cash and cash equivalents end of period | 18,034 | 167,951 | 49,202 | 1,061,151 | ||||
Supplemental cash flow information: | ||||||||
Income tax payments | 125,701 | 525,000 | ||||||
Supplemental disclosure of 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 | ||||||
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 | |||||||
Ensysce Biosciences, Inc [Member] | ||||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | (1,883,275) | (1,727,745) | ||||||
Net loss | (1,909,303) | (1,729,721) | (160,875) | [1] | (10,102,280) | [1] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 101 | 100 | 201 | 201 | ||||
Accrued interest | 312,197 | 171,507 | 381,886 | 292,260 | ||||
Accretion of discounts on promissory notes | 945,969 | 359,857 | 613,610 | 666,689 | ||||
Change in fair value of embedded derivative | (673,314) | 1,083,174 | (2,447,908) | 575,087 | ||||
Stock-based compensation | 80,193 | 68,551 | 178,679 | 6,035,433 | ||||
Lease cost | (1,177) | 1,962 | ||||||
Loss on extinguishment of debt | 347,566 | |||||||
Amortization of debt discount on convertible promissory note | 945,969 | 359,857 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 173,552 | (173,552) | ||||||
Unbilled receivable | (75,354) | 173,552 | ||||||
Prepaid expenses and other assets | 103,245 | (1,299,728) | (25,401) | 70,332 | ||||
Accounts payable | 347,420 | 826,563 | 1,183,820 | 372,928 | ||||
Accrued expenses and other liabilities | (127,004) | (214,428) | (1,146,868) | 1,327,639 | ||||
Net cash used in operating activities | (649,461) | (560,573) | (1,247,342) | (935,263) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from promissory note | 700,000 | 400,000 | ||||||
Proceeds from issuance of promissory notes to related parties | 350,000 | 400,000 | 100,000 | |||||
Contribution from noncontrolling interest | 20 | 20 | ||||||
Proceeds from exercise of stock options | 262,862 | |||||||
Proceeds from issuance of convertible notes | 50,000 | 800,000 | ||||||
Proceeds from issuance of common stock for business combination | 7,804,167 | |||||||
Net cash provided by financing activities | 8,467,029 | 800,020 | 1,100,020 | 500,000 | ||||
Increase in cash and cash equivalents | 7,817,568 | 239,447 | (147,322) | (435,263) | ||||
Cash and cash equivalents beginning of period | $ 194,214 | $ 341,536 | 194,214 | 341,536 | 341,536 | 776,799 | ||
Cash and cash equivalents end of period | 8,011,782 | 580,983 | 194,214 | 341,536 | ||||
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 | 414,323 | $ 471,823 | $ 414,188 | |||||
Settlement of Convertible Notes into common stock | 5,696,703 | |||||||
Deferred transaction costs for business combination offset against additional paid-in capital | 1,200,412 | |||||||
Net assets acquired from LACQ | $ 1,068,950 | |||||||
[1] | Retroactively restated for the merger as described in Note 12 |
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 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 GTWY Holdings Ensysce 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 Public Shares 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 1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the “ Hydra Sponsor Matthews Lane Sponsor Sponsors HG Vora 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 Investment Company Act 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 Initial Stockholders 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 The Company has until June 30, 2021 to consummate a Business Combination (the “ Combination Period 100 75,000 Ensysce’s issued and outstanding share capital as of immediately prior to the Merger Effective Time will, at the closing (the “ Business Combination Closing Transaction LACQ Common Stock Exchange Ratio 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 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 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 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 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 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 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 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 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 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 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 SEC Statement See “ Risk Factors — If the Nasdaq delists our Common Stock and/or our Public Warrants do not continue to trade on the OTC Pink Open Market, this 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 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 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 Ensysce GTWY Holdings 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 Public Shares 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 1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the “ Hydra Sponsor Sponsors HG Vora 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 Investment Company Act 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 Initial Stockholders 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 The Company has until June 30, 2021 to consummate a Business Combination (the “ Combination Period 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 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 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. The notes were converted into warrants to purchase 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 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 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 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 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 — If the Nasdaq delists our Common Stock and/or our Public Warrants do not continue to trade on the OTC Pink Open Market, this 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 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 Derivative Instruments Warrant Agreement 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 SEC Statement In further consideration of the SEC Statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ ASC 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 | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
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 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 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 ASC ASC 480 ASC 815 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 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 collectively, the “Private Warrants Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“ FASB ASU ASU 2020-06 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 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 ASC ASC 480 ASC 815 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 Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ ASC 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 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] | |||
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 expense recognition for certain research and development services, 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 to six years. Depreciation expense of $ 50 and $ 101 was recognized for the three and six months ended June 30, 2021, respectively. Depreciation expense of $ 50 and $ 100 was recognized for the three and six months ended June 30, 2020, respectively. Depreciation expense is classified in general and administrative expense in the accompanying consolidated statements of operations. 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 and six months ended June 30, 2021 and 2020. Derivative Financial Instrument 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. 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. All outstanding derivative liabilities were settled in connection with the conversion of outstanding notes payable on June 30, 2021. Refer to Note 7 for details of the conversion. 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 June 30, 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 December 31, 2020, assumptions included a probability of exercise of the put option of 10 42.9 The following table presents assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheet as of December 31, 2020. As of June 30, 2021, all contingent put options were settled upon conversion of the notes at the closing of the merger. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE 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 CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 June 30, December 31, 2021 2020 Beginning fair value $ 670,262 $ 2,646,347 Issuance 3,052 471,823 Change in fair value (673,314 ) (2,447,908 ) Ending fair value $ — $ 670,262 See Note 7 for further details on the settlement of 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 TM 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. 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). In June 2021, the Company received a Notice of Award for an additional $ 2.8 million of funding in year 3 under the MPAR Grant beginning July 1, 2021. 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 TM 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 The revenue recognized under the MPAR Grant and OUD Grant was as follows: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 MPAR Grant $ 53,386 $ 1,703,884 $ 127,112 $ 2,395,016 OUD Grant 391,130 120,797 567,979 292,065 Total $ 444,516 $ 1,824,681 $ 695,091 $ 2,687,081 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 and six months ended June 30, 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 WEIGHTED AVERAGE SHARES OF ANTIDILUTIVE SECURITIES Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock options 4,444,068 5,785,495 4,553,751 5,782,721 Warrants 19,755 19,755 19,755 19,755 Total 4,463,823 5,805,250 4,573,506 5,802,476 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 (amounts have been retroactively restated to reflect the merger as described in Note 12): 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 15,768,725 15,768,725 Weighted average dilutive stock options 738,662 - Weighted average shares outstanding, diluted 16,507,387 15,768,725 Net income (loss) per share attributable to common stockholders, basic $ 0.00 $ (0.64 ) Net income (loss) per share attributable to common stockholders, diluted 0.00 (0.64 ) The following weighted average shares have been excluded from the calculations of diluted weighted average shares outstanding because they would have been anti-dilutive (amounts have been retroactively restated to reflect the merger as described in Note 12): SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION Years Ended December 31, 2020 2019 Stock options 3,640,309 5,200,615 Warrants 19,755 15,605 Total 3,660,064 5,216,220 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. As of December 31, 2020, assumptions included a probability of exercise of the put option of 10 42.9 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 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 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 ASC 820 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 ASC 740 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 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 Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“ ASU 2019-12 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 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 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 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 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 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 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 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 | 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 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 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 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 Merger Sub 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 “ Business Combination Closing Transaction LACQ Common Stock 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 Business Combination Closing. | 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 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 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. 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 Business Combination Closing. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 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 June 2021, in connection with the Business Combination, the Company amended and restated its Certificate of Incorporation to authorize 150,000,000 shares of common stock and 1,500,000 shares of preferred stock, both with par value equal to $ 0.0001 . As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued and outstanding. Common Stock On June 30, 2021, in connection with the Business Combination Closing, the following common stock activity occurred: ● 16,053,550 shares of common stock were issued to holders of Former Ensysce common stock. 6,219,268 1,357,968 5.8 19,755 shares of restricted common stock were issued in exchange for previously outstanding warrants to purchase Former Ensysce common stock. 500,000 ● 125,000 Warrants In February 2013, the Company issued 13,170 warrants to purchase common stock, with a ten -year life and an exercise price of $ 6.23 per share. In August 2019, in connection with the issuance of convertible debt, the Company issued 6,585 warrants to purchase common stock, with a ten -year life and an exercise price of $ 3.04 . As of December 31, 2020, the warrants remained outstanding. On June 30, 2021, the Company issued 19,755 shares of common stock in settlement of the warrants, with such shares subject to restriction until certain conditions are met. On June 30, 2021, as a result of the Business Combination Closing, the Company assumed a total of 18,901,290 warrants previously issued by LACQ. The warrants provide holders the right to purchase common stock at a strike price of $ 11.50 per share and expire June 30, 2026 , five years following the completion of the merger. A total of 10,000,000 of the outstanding warrants are public warrants which trade on the OTC Pink Open Market under the ticker symbol ENSCW. The remaining 8,901,290 warrants are private warrants with restrictions on transfer and which have the right to a cashless exercise at the option of the holder. | NOTE 8 - STOCKHOLDERS’ EQUITY Preferred Stock 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 15,768,725 shares of common stock issued and outstanding. Warrants In February 2013, the Company issued 13,170 warrants to purchase common stock. The warrants have a ten-year life and have an exercise price of $6.23 per share. As of December 31, 2020 and 2019, the warrants remained outstanding. In August 2019, the Company issued 6,585 warrants in connection with the issuance of convertible debt. The warrants have a ten-year life and have an exercise price of $3.04. 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 $ 2.58 Exercise price $ 3.04 Expected term (years) 10 .00 Volatility 59.9 % Risk free rate 1.9 % |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
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] | |
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 | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
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 Merger Sub 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 “ Business Combination Closing Transaction 0.0001 per share (the “ LACQ Common Stock 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. | |
Securities Purchase Agreement [Member] | |||
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On September 24, 2021, the Company entered into the Securities Purchase Agreement for an aggregate financing of $ 15 5.3 5 361,158 7.63 10.6 10 722,317 7.63 The Securities Purchase Agreement limits the Company’s ability to execute certain debt and equity financings, including its existing $ 60.0 On October 6, 2021, the Superior Court dismissed with prejudice the case filed on July 12, 2021 by the Company’s former financial advisor following effectiveness of the Resale Registration Statement. | NOTE 12 – SUBSEQUENT EVENTS AFTER AUGUST 16, 2021 On September 24, 2021, the Company entered into the Securities Purchase Agreement for an aggregate financing of $ 15 million with institutional investors. At the first closing under the Securities Purchase Agreement, which occurred on September 24, 2021, the Company issued to the investors (i) Investor Notes in the aggregate principal amount of $ 5.3 million for an aggregate purchase price of $ 5 million and (ii) Investor Warrants to purchase 361,158 shares of common stock in the aggregate at an exercise price of $ 7.63 per share. At the second closing under the Securities Purchase Agreement, which will occur upon certain conditions being satisfied, the Company will issue to the institutional investors referenced above, (i) Investor Notes in the aggregate principal amount of $ 10.6 million for an aggregate purchase price of $ 10 million and (i) Investor Warrants to purchase 722,317 shares of common stock in the aggregate at an exercise price of $ 7.63 per share. The second closing will occur no later than the 2nd trading day after the registration statement has been declared effective by the SEC. The Securities Purchase Agreement limits the Company’s ability to execute certain debt and equity financings, including its existing $ 60.0 million share subscription facility, while the Investor Notes are outstanding. Without the availability of proceeds through the share subscription facility, existing cash resources are not sufficient to allow us to fund current planned operations through the next 12 months following the filing of this registration statement, which raises substantial doubt about the Company’s ability to continue as a going concern. | |
Ensysce Biosciences, Inc [Member] | |||
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS On July 2, 2021, the Company’s shares became publicly listed on Nasdaq under the ticker symbol ENSC. Pursuant to the terms of a $ 60.0 1,106,108 warrants with an exercise price of $ 10.01 three-year contractual term. In addition, on the July 2, 2021 public listing date, the Company became obligated to pay a commitment fee of $ 1.2 million, with $ 800,000 400,000 On July 12, 2021, following the Business Combination with LACQ, the Company’s former financial advisor filed an action against the Company and its Chief Executive Officer alleging that the common stock and warrants issued to the former advisor in satisfaction of its advisory fee should have been registered and immediately tradeable. On August 3, 2021, the parties entered into a settlement agreement whereby the former advisor would have their common stock and the common stock underlying their warrants registered on the Company’s resale Registration Statement on Form S-1 that it initially filed on August 9, 2021 (the “Resale Registration Statement”). In addition, the warrants would be modified to allow for cashless exercise and to reduce the exercise price from $ 11.50 /share to $ 10.00 /share. In consideration for this, both parties agreed to release the other from any past, present or future claims. In addition, the former advisor agreed to immediately stay the proceedings and inform the Superior Court of a conditional settlement and to dismiss the lawsuit with prejudice five days following the effectiveness of the Resale Registration Statement. On July 15, 2021, the Company repaid the outstanding 2020 promissory notes and 2021 promissory notes in full. On July 22, 2021, the Company engaged consultants to perform certain public and investor relations services in consideration for 500,000 shares of common stock issuable upon exercise of 500,000 warrants with a five term and an exercise price of $ 6.28 , 50,000 shares of common stock, and 200,000 restricted stock units. The restricted stock units vest over one year with 50 % of the vesting contingent upon certain market conditions. | 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. The merger was completed on June 30, 2021. In connection with the merger, outstanding shares of Ensysce (including shares resulting from the conversion of Ensysce’s convertible debt prior to closing) were converted in the business combination into shares of the SPAC at an exchange ratio of 0.06585 . In addition, Ensysce’s existing options and warrants were 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). All references in these consolidated financial statements to shares and per share amounts prior to the merger have been retroactively restated to reflect the exchange ratio of 0.06585 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. In July 2021, following the completion of the merger with a SPAC, the Company’s shares became publicly listed on Nasdaq. Therefore, in addition to its working capital, the Company now has access to its $ 60 |
SUBSEQUENT EVENTS AFTER AUGUST
SUBSEQUENT EVENTS AFTER AUGUST 16, 2021 | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
SUBSEQUENT EVENTS AFTER AUGUST 16, 2021 | 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 Merger Sub 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 “ Business Combination Closing Transaction 0.0001 per share (the “ LACQ Common Stock 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. | |
Securities Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
SUBSEQUENT EVENTS AFTER AUGUST 16, 2021 | NOTE 12 – SUBSEQUENT EVENTS On September 24, 2021, the Company entered into the Securities Purchase Agreement for an aggregate financing of $ 15 5.3 5 361,158 7.63 10.6 10 722,317 7.63 The Securities Purchase Agreement limits the Company’s ability to execute certain debt and equity financings, including its existing $ 60.0 On October 6, 2021, the Superior Court dismissed with prejudice the case filed on July 12, 2021 by the Company’s former financial advisor following effectiveness of the Resale Registration Statement. | NOTE 12 – SUBSEQUENT EVENTS AFTER AUGUST 16, 2021 On September 24, 2021, the Company entered into the Securities Purchase Agreement for an aggregate financing of $ 15 million with institutional investors. At the first closing under the Securities Purchase Agreement, which occurred on September 24, 2021, the Company issued to the investors (i) Investor Notes in the aggregate principal amount of $ 5.3 million for an aggregate purchase price of $ 5 million and (ii) Investor Warrants to purchase 361,158 shares of common stock in the aggregate at an exercise price of $ 7.63 per share. At the second closing under the Securities Purchase Agreement, which will occur upon certain conditions being satisfied, the Company will issue to the institutional investors referenced above, (i) Investor Notes in the aggregate principal amount of $ 10.6 million for an aggregate purchase price of $ 10 million and (i) Investor Warrants to purchase 722,317 shares of common stock in the aggregate at an exercise price of $ 7.63 per share. The second closing will occur no later than the 2nd trading day after the registration statement has been declared effective by the SEC. The Securities Purchase Agreement limits the Company’s ability to execute certain debt and equity financings, including its existing $ 60.0 million share subscription facility, while the Investor Notes are outstanding. Without the availability of proceeds through the share subscription facility, existing cash resources are not sufficient to allow us to fund current planned operations through the next 12 months following the filing of this registration statement, which raises substantial doubt about the Company’s ability to continue as a going concern. |
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 | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Leisure Acquisition Corp. (the “ Company 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 GTWY Holdings Ensysce 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 Public Shares 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 1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the “ Hydra Sponsor Matthews Lane Sponsor Sponsors HG Vora 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 Investment Company Act 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 Initial Stockholders 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 The Company has until June 30, 2021 to consummate a Business Combination (the “ Combination Period 100 75,000 Ensysce’s issued and outstanding share capital as of immediately prior to the Merger Effective Time will, at the closing (the “ Business Combination Closing Transaction LACQ Common Stock Exchange Ratio 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 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 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 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 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 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 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 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 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 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 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 SEC Statement See “ Risk Factors — If the Nasdaq delists our Common Stock and/or our Public Warrants do not continue to trade on the OTC Pink Open Market, this 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 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 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 Ensysce GTWY Holdings 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 Public Shares 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 1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the “ Hydra Sponsor Sponsors HG Vora 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 Investment Company Act 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 Initial Stockholders 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 The Company has until June 30, 2021 to consummate a Business Combination (the “ Combination Period 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 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 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. The notes were converted into warrants to purchase 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 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 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 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 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 — If the Nasdaq delists our Common Stock and/or our Public Warrants do not continue to trade on the OTC Pink Open Market, this 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 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. | |
Ensysce Biosciences, Inc [Member] | |||
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 (Trypsin Activated Abuse Protection) opioid product candidate, PF614. In addition, the Company is developing its MPAR TM TM On January 31, 2021, Leisure Acquisition Corp., a Delaware corporation (“LACQ”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Ensysce Biosciences, Inc., a Delaware corporation (“Former Ensysce”), and EB Merger Sub, Inc., a Delaware corporation and wholly-owned, direct subsidiary of LACQ (“Merger Sub”). Pursuant to the Merger Agreement, on June 30, 2021 (the “ Business Combination Closing Date”), Merger Sub was merged with and into Former Ensysce, with Former Ensysce surviving the merger (“Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination on the Business Combination Closing Date (the “Business Combination Closing”), Former Ensysce became a wholly owned subsidiary of LACQ and the stockholders of Former Ensysce, as of immediately prior to the effective time of the Merger, received shares of LACQ and hold a portion of the shares of Common Stock, par value $ 0.0001 per share (the “Common Stock”), of LACQ. On the Business Combination Closing Date, at the effective time of the Merger, LACQ changed its name from “Leisure Acquisition Corp.” to “Ensysce Biosciences, Inc.” Unless the context otherwise requires, “we,” “us,” “our” and the “Company” refer to Ensysce and the combined company and its subsidiaries following the Business Combination Closing. Unless the context otherwise requires, references to “LACQ” refer to Leisure Acquisition Corp., a Delaware corporation, prior to the Business Combination Closing. In connection with the Business Combination, outstanding shares of common stock of Former Ensysce (including shares resulting from the conversion of Former Ensysce’s convertible debt prior to Business Combination Closing) were converted into the right to receive shares of Ensysce at an exchange ratio of 0.06585 . Immediately following the Business Combination, stockholders of Former Ensysce owned approximately 71.8 % of the outstanding common stock of the combined company. In addition, Former Ensysce’s existing options and warrants were exchanged for equivalent securities in Ensysce on their existing terms (with standard adjustments to exercise price and underlying shares, consistent with the foregoing exchange ratio). As of July 2, 2021, Ensysce’s shares of common stock are traded on the Nasdaq Capital Market (“Nasdaq”) under the new ticker symbol “ENSC”. 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 % stockholder in Covistat, with 19.8 % and 1.0 % of the shares held by certain key personnel of the Company and an unrelated party, respectively. 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. 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. | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Ensysce Biosciences, Inc. (“ Ensysce Covistat Company TM The Company currently operates in one business segment, which is pharmaceuticals. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer. In March 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a new coronavirus as a “pandemic.” First identified in late 2019 and known now as COVID-19, the outbreak has impacted millions of individuals worldwide. In response, many countries have implemented measures to combat the outbreak which have impacted global business operations. As of the date of issuance of the consolidated financial statements, the Company’s operations have not been significantly impacted; however, the Company continues to monitor the situation. No impairments were recorded as of the balance sheet date as no triggering events or changes in circumstances had occurred as of year-end; however, due to significant uncertainty surrounding the situation, management’s judgment regarding this could change in the future. In addition, while the Company’s results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time. In June 2020, the Company commenced an initiative to develop a therapeutic for the treatment of certain coronavirus infections through the formation of a separate entity, Covistat, Inc., a Delaware corporation. Pursuant to the articles of incorporation, Covistat was authorized to issue 1,000,000 shares of common stock, $ 0.001 par value per share, and 100,000 shares of preferred stock, $ 0.001 par value per share. Ensysce is a 79.2% shareholder in Covistat, with 19.8 1.0 of the shares held by certain key personnel of the Company and an unrelated party, respectively. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). The consolidated financial statements 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 consolidated financial statements. Operating results for the three and six months ended June 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The 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 fiscal year ended December 31, 2020, which may be found elsewhere in this registration statement/prospectus. Business Combination The Business Combination on June 30, 2021 was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, LACQ was identified as the acquired company for financial reporting purposes, primarily because the stockholders of Former Ensysce control the majority of the voting power of the combined company, Former Ensysce’s board of directors comprise a majority of the governing body of the combined company, and Former Ensysce’s senior management comprise the leadership of the combined company. Accordingly, for accounting purposes, the transaction was treated as the equivalent of Former Ensysce issuing shares for the net assets of LACQ, accompanied by a recapitalization. The net assets of LACQ, primarily consisting of cash of $ 7.8 million and prepaid expenses of $ 1.1 million, were recorded at historical cost with no goodwill or other intangible assets recorded. The shares and net loss per share prior to the reverse recapitalization have been retroactively restated to reflect the exchange ratio of 0.06585 . The financial statements reflect the historical operations of Ensysce. The Business Combination triggered the conversion of the 2015 convertible notes, the 2018 convertible notes and the 2021 convertible note of Former Ensysce into common stock. In connection with the Business Combination Closing, the 2020 convertible notes were amended to provide for automatic conversion of the outstanding principal and interest into shares common stock of Ensysce. The Company had recorded $ 1.2 million of deferred transaction costs, consisting of legal and accounting fees directly related to the Business Combination, which were offset against the proceeds of the Business Combination within additional paid-in capital. Liquidity 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 had working capital of $ 4.3 million at June 30, 2021. In December 2020, the Company executed an agreement with an investment group, which 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. On June 30, 2021, the Company consummated the Business Combination with LACQ, resulting in the Company’s shares becoming publicly listed on Nasdaq on July 2, 2021. As the Company’s shares are now publicly traded and the Company therefore has access to its $ 60.0 million share subscription facility in addition to its working capital, the Company believes there is not substantial doubt about its ability 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 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 preclinical 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 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 net assets of LACQ, primarily consisting of cash of $ 7.8 1.1 no 0.06585 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | ||
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 June 30, December 31, 2021 2020 Prepaid insurance $ 179,569 $ 17,158 Prepaid research and development 11,498 112,966 Other prepaid expenses 70,450 — Total prepaid expenses and other current assets $ 261,517 $ 130,124 | 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 Other prepaid expenses - — Total prepaid expenses and other current assets $ 130,124 $ 103,502 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | ||
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 June 30, December 31, 2021 2020 Professional fees $ 236,777 $ — Accrued research and development 77,552 72,906 Accrued scientific advisory board fees 60,032 60,032 Other accrued liabilities 37,580 52,807 Deferred grant revenue — 159,047 Total accrued expenses and other liabilities $ 411,941 $ 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 Professional fees $ - $ — 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 | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | 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 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 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 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 Merger Sub 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 “ Business Combination Closing Transaction LACQ Common Stock 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 Business Combination Closing. | 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 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 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. 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 Business Combination Closing. | |
Ensysce Biosciences, Inc [Member] | |||
COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES Litigation As of June 30, 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. See Note 11 for additional information about legal proceedings. Lease During the three and six months ended June 30, 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 and the lease will terminate October 31, 2021 with no option to renew. As of June 30, 2021, the future lease payments totaled $ 10,200 The Company recognized total rent expense of $ 7,062 14,123 5,721 15,448 | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | ||
NOTES PAYABLE | NOTE 7 - NOTES PAYABLE The following table provides a summary of the Company’s outstanding debt as of June 30, 2021: SCHEDULE OF DEBT Principal balance Accrued interest Unamortized debt discount Net debt balance 2020 promissory notes $ 100,000 $ 6,722 $ — $ 106,722 2021 promissory notes 350,000 9,333 — 359,333 Total $ 450,000 $ 16,055 $ — $ 466,055 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 interest expense recognized for notes payable was as follows: SCHEDULE OF INTEREST EXPENSE DEBT June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Stated interest accrual $ 117,817 $ 88,068 $ 227,197 $ 171,507 Debt discount amortization 771,556 113,647 945,969 359,857 Total $ 889,373 $ 201,715 $ 1,173,166 $ 531,364 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 24 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 2018 convertible 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. In June 2020, the board resolved to extend the maturity of all 2018 convertible notes payable issued in 2018 by one year 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 and May 2021, the Company received financing totaling $ 350,000 2.0 10 Settlement of Convertible Notes Payable On June 30, 2021, the Company consummated the Business Combination with LACQ, which triggered the automatic conversion into common stock of the 2015 convertible notes payable, the 2018 convertible notes payable, and the 2021 convertible notes payable. In connection with certain closing conditions, the 2020 convertible notes were amended to provide for automatic conversion of the outstanding principal and interest into common stock. The modification resulted in a loss on extinguishment of debt of $ 347,566 based on the share price on the date of conversion. The Company applied ASC 470-20-40-1 to the accounting of the conversion, which requires the accelerated recognition of unamortized debt discounts as interest expense upon conversion. Accordingly, $ 554,911 The table below summarizes the conversion of each class of notes payable: SCHEDULE OF CONVERTIBLE DEBT Immediately prior to merger Note series Principal Interest Carrying value of debt converted Shares of common stock issued Outstanding debt, June 30, 2021 2015 Convertible Note $ 100,000 $ 31,151 $ 131,151 15,116 $ — 2018 Convertible Notes 3,500,000 901,466 4,401,466 1,259,837 — 2020 Convertible Notes 700,000 64,438 764,438 77,000 — 2021 Convertible Note 50,000 2,082 52,082 6,015 — Total $ 4,350,000 $ 999,137 $ 5,349,137 1,357,968 $ — | 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 SCHEDULE OF CONVERTIBLE DEBT SCHEDULE OF INTEREST EXPENSE DEBT 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 $3.80 per share or the then-current Enterprise Value per share (the “ automatic conversion option 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | ||
STOCK-BASED COMPENSATION | NOTE 9 - STOCK-BASED COMPENSATION In 2016, Former Ensysce adopted the Ensysce Biosciences, Inc. 2016 Stock Incentive Plan (the “2016 Plan”). The 2016 Plan, as amended, allowed for the issuance of non-statutory stock options, incentive stock options and other equity awards to Former Ensysce’s employees, directors, and consultants. In March 2019, Former Ensysce adopted the 2019 Directors Plan, which was amended in August 2020. The 2019 Directors Plan, as amended, allowed for the issuance of shares of Former Ensysce’s common stock pursuant to the grant of non-statutory stock options. 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 June 30, 2021 and December 31, 2020, the options outstanding under each plan were as follows: SCHEDULE OF STOCK OPTION OUTSTANDING June 30, December 31, 2021 2020 Legacy Plans 264,866 543,106 2016 Plan 4,034,332 4,034,332 2019 Directors Plan 144,870 151,455 Total options outstanding 4,444,068 4,728,893 On June 30, 2021, in connection with the Business Combination, the Company assumed the 2021 Omnibus Incentive Plan, which was approved by LACQ’s board and subsequently LACQ’s stockholders at a special stockholder meeting on June 28, 2021. The 2021 Omnibus Incentive Plan provides for the conversion with existing terms of the 4,444,068 options outstanding under Former Ensysce stock plans and reserves for issuance an additional 1,000,000 shares for future awards under the 2021 Omnibus Incentive Plan. No further awards may be made under the Former Ensysce stock plans. Option Activity During the three and six months ended June 30, 2020, the Company granted stock options to purchase an aggregate of 65,850 three years 3.35 The Company recognized within general and administrative expense stock-based compensation expense of $ 36,373 80,193 36,065 68,551 no The following table summarizes the Company’s stock option activity during the six months ended June 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2020 4,728,893 $ 2.28 6.80 $ 1,817,383 Granted — — — — Exercised (284,825 ) 0.91 — 472,453 Expired / Forfeited — — — — Outstanding at June 30, 2021 4,444,068 2.40 6.50 53,714,731 Exercisable at June 30, 2021 4,337,971 2.38 6.40 52,524,462 Vested and expected to vest 4,444,068 2.40 6.50 53,714,731 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 SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Six months ended June 30, 2020 Stock price $ 2.58 Exercise price $ 3.34 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 six months ended June 30, 2020 was $ 2.21 . There were no options granted during the six months ended June 30, 2021. As of June 30, 2021, the Company had an aggregate of $ 79,259 1.9 Shares Reserved for Future Issuance The following shares of common stock are reserved for future issuance: SCHEDULE OF COMMON STOCK FUTURE ISSUANCE June 30, 2021 Stock options outstanding 4,444,068 Stock options available for future grant under 2021 Omnibus Incentive Plan 1,000,000 Warrants outstanding 18,901,290 Total shares of common stock reserved for future issuance 24,345,358 | NOTE 9 - STOCK-BASED COMPENSATION In 2016, the Company adopted the Ensysce Biosciences, Inc. 2016 Stock Incentive Plan (the “ 2016 Plan 4,034,332 and 5,153,783, respectively. In March 2019, the Company adopted the 2019 Directors Plan (the “ 2019 Plan 151,455 and 19,755, 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 543,106 and 546,104, 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. SCHEDULE OF STOCK OPTION OUTSTANDING SCHEDULE OF COMMON STOCK FUTURE ISSUANCE Option Activity During the year ended December 31, 2019, the Company granted fully vested stock options to purchase an aggregate of 2,983,005 shares of common stock, including an option granted to the Company’s Chief Executive Officer to purchase 665,085 shares of common stock and options granted to directors and consultants to purchase an aggregate of 2,317,920 shares of common stock. During the year ended December 31, 2020, the Company granted stock options to purchase an aggregate of 131,700 shares of common stock to members of the board of directors. The options vest over three years $3.35 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 2,867,408 $ 1.97 7.3 $ 2,209,192 Granted 2,983,005 $ 2.59 9.2 Expired / Forfeited (130,771 ) $ 0.46 $ 285,269 Outstanding at December 31, 2019 5,719,642 $ 2.28 8.0 $ 1,923,924 Outstanding at December 31, 2019 5,719,642 2.28 8.0 1,923,924 Granted 131,700 $ 3.35 9.3 Expired / Forfeited (1,122,449 ) $ 2.43 $ 106,541 Outstanding at December 31, 2020 4,728,893 $ 2.28 6.8 $ 1,817,383 Exercisable at December 31, 2020 4,443,546 $ 2.28 6.7 $ 1,700,715 Vested and expected to vest 4,728,893 $ 2.28 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 $2.58 $2.58 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 $2.13 and $1.97, 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 |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
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 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 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 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 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 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 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] | |||
RELATED PARTIES | NOTE 10 - RELATED PARTIES The Company paid cash compensation during the three and six months ended June 30, 2021 of $ 10,752 and $ 40,314 , respectively, to the Chief Executive Officer through a separate operating company with which the Chief Executive Officer is affiliated. Such cash compensation totaled $ 38,967 3,584 and $ 12,989 , respectively, in accounts payable to the separate operating company. The Company issued a series of convertible notes to the Chairman of the Board as described in Note 7, which totaled $ 2.5 million as of December 31, 2020. All outstanding notes converted into common stock upon the closing of the merger on June 30, 2021. As of June 30, 2021 and December 31, 2020, the Company had promissory notes outstanding which totaled $ 450,000 100,000 | 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 665,085 fully vested options were granted with an exercise price of $2.59 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 6,585 stock options with an exercise price of $2.59 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 | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
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 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 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 | |
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 Instrument | 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 ASC ASC 480 ASC 815 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 ASC ASC 480 ASC 815 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 | ||
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ ASC 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 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 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 | |
Recently Issued Accounting Pronouncements | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“ FASB ASU ASU 2020-06 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] | |||
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 expense recognition for certain research and development services, 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 Instrument | Derivative Financial Instrument 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. 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. All outstanding derivative liabilities were settled in connection with the conversion of outstanding notes payable on June 30, 2021. Refer to Note 7 for details of the conversion. | 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 ASC 740 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 WEIGHTED AVERAGE SHARES OF ANTIDILUTIVE SECURITIES Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock options 4,444,068 5,785,495 4,553,751 5,782,721 Warrants 19,755 19,755 19,755 19,755 Total 4,463,823 5,805,250 4,573,506 5,802,476 | 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 (amounts have been retroactively restated to reflect the merger as described in Note 12): 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 15,768,725 15,768,725 Weighted average dilutive stock options 738,662 - Weighted average shares outstanding, diluted 16,507,387 15,768,725 Net income (loss) per share attributable to common stockholders, basic $ 0.00 $ (0.64 ) Net income (loss) per share attributable to common stockholders, diluted 0.00 (0.64 ) The following weighted average shares have been excluded from the calculations of diluted weighted average shares outstanding because they would have been anti-dilutive (amounts have been retroactively restated to reflect the merger as described in Note 12): SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION Years Ended December 31, 2020 2019 Stock options 3,640,309 5,200,615 Warrants 19,755 15,605 Total 3,660,064 5,216,220 | |
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 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 Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (the “ FASB 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 | |
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 to six years. Depreciation expense of $ 50 and $ 101 was recognized for the three and six months ended June 30, 2021, respectively. Depreciation expense of $ 50 and $ 100 was recognized for the three and six months ended June 30, 2020, respectively. Depreciation expense is classified in general and administrative expense in the accompanying consolidated statements of operations. 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 and six months ended June 30, 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. As of December 31, 2020, assumptions included a probability of exercise of the put option of 10 42.9 | |
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 TM 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. 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). In June 2021, the Company received a Notice of Award for an additional $ 2.8 million of funding in year 3 under the MPAR Grant beginning July 1, 2021. 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 TM 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 The revenue recognized under the MPAR Grant and OUD Grant was as follows: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 MPAR Grant $ 53,386 $ 1,703,884 $ 127,112 $ 2,395,016 OUD Grant 391,130 120,797 567,979 292,065 Total $ 444,516 $ 1,824,681 $ 695,091 $ 2,687,081 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 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 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 June 30, 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 December 31, 2020, assumptions included a probability of exercise of the put option of 10 42.9 The following table presents assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheet as of December 31, 2020. As of June 30, 2021, all contingent put options were settled upon conversion of the notes at the closing of the merger. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE 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 CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 June 30, December 31, 2021 2020 Beginning fair value $ 670,262 $ 2,646,347 Issuance 3,052 471,823 Change in fair value (673,314 ) (2,447,908 ) Ending fair value $ — $ 670,262 See Note 7 for further details on the settlement of the embedded contingent put option. | Fair Value Measurement ASC 820, Fair Value Measurements ASC 820 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 and six months ended June 30, 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 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) | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
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 CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 | 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] | |||
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 15,768,725 15,768,725 Weighted average dilutive stock options 738,662 - Weighted average shares outstanding, diluted 16,507,387 15,768,725 Net income (loss) per share attributable to common stockholders, basic $ 0.00 $ (0.64 ) Net income (loss) per share attributable to common stockholders, diluted 0.00 (0.64 ) | ||
SCHEDULE OF WEIGHTED AVERAGE SHARES OF ANTIDILUTIVE SECURITIES | SCHEDULE OF WEIGHTED AVERAGE SHARES OF ANTIDILUTIVE SECURITIES Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock options 4,444,068 5,785,495 4,553,751 5,782,721 Warrants 19,755 19,755 19,755 19,755 Total 4,463,823 5,805,250 4,573,506 5,802,476 | The following weighted average shares have been excluded from the calculations of diluted weighted average shares outstanding because they would have been anti-dilutive (amounts have been retroactively restated to reflect the merger as described in Note 12): SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION Years Ended December 31, 2020 2019 Stock options 3,640,309 5,200,615 Warrants 19,755 15,605 Total 3,660,064 5,216,220 | |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | The following table presents assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS December 31, 2020 Total Level 1 Level 2 Level 3 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 670,262 $ - $ - $ 670,262 December 31, 2019 Total Level 1 Level 2 Level 3 Contingent put option $ 2,646,347 $ - $ - $ 2,646,347 Total $ 2,646,347 $ - $ - $ 2,646,347 | ||
SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 | The following table summarizes the change in fair value of the Company’s Level 3 contingent put options: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 June 30, December 31, 2021 2020 Beginning fair value $ 670,262 $ 2,646,347 Issuance 3,052 471,823 Change in fair value (673,314 ) (2,447,908 ) Ending fair value $ — $ 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 | |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE | SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE December 31, 2020 Total Level 1 Level 2 Level 3 Contingent put option $ 670,262 $ — $ — $ 670,262 Total $ 670,262 $ — $ — $ 670,262 | ||
SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS | The revenue recognized under the MPAR Grant and OUD Grant was as follows: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 MPAR Grant $ 53,386 $ 1,703,884 $ 127,112 $ 2,395,016 OUD Grant 391,130 120,797 567,979 292,065 Total $ 444,516 $ 1,824,681 $ 695,091 $ 2,687,081 |
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 | |
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] | |
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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | ||
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 June 30, December 31, 2021 2020 Prepaid insurance $ 179,569 $ 17,158 Prepaid research and development 11,498 112,966 Other prepaid expenses 70,450 — Total prepaid expenses and other current assets $ 261,517 $ 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 Other prepaid expenses - — Total prepaid expenses and other current assets $ 130,124 $ 103,502 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Ensysce Biosciences, Inc [Member] | ||
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES | Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES June 30, December 31, 2021 2020 Professional fees $ 236,777 $ — Accrued research and development 77,552 72,906 Accrued scientific advisory board fees 60,032 60,032 Other accrued liabilities 37,580 52,807 Deferred grant revenue — 159,047 Total accrued expenses and other liabilities $ 411,941 $ 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 Professional fees $ - $ — 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) - Ensysce Biosciences, Inc [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SCHEDULE OF DEBT | The following table provides a summary of the Company’s outstanding debt as of June 30, 2021: SCHEDULE OF DEBT Principal balance Accrued interest Unamortized debt discount Net debt balance 2020 promissory notes $ 100,000 $ 6,722 $ — $ 106,722 2021 promissory notes 350,000 9,333 — 359,333 Total $ 450,000 $ 16,055 $ — $ 466,055 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 |
SCHEDULE OF CONVERTIBLE DEBT | The table below summarizes the conversion of each class of notes payable: SCHEDULE OF CONVERTIBLE DEBT Immediately prior to merger Note series Principal Interest Carrying value of debt converted Shares of common stock issued Outstanding debt, June 30, 2021 2015 Convertible Note $ 100,000 $ 31,151 $ 131,151 15,116 $ — 2018 Convertible Notes 3,500,000 901,466 4,401,466 1,259,837 — 2020 Convertible Notes 700,000 64,438 764,438 77,000 — 2021 Convertible Note 50,000 2,082 52,082 6,015 — Total $ 4,350,000 $ 999,137 $ 5,349,137 1,357,968 $ — | SCHEDULE OF CONVERTIBLE DEBT |
SCHEDULE OF INTEREST EXPENSE DEBT | The interest expense recognized for notes payable was as follows: SCHEDULE OF INTEREST EXPENSE DEBT June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Stated interest accrual $ 117,817 $ 88,068 $ 227,197 $ 171,507 Debt discount amortization 771,556 113,647 945,969 359,857 Total $ 889,373 $ 201,715 $ 1,173,166 $ 531,364 | SCHEDULE OF INTEREST EXPENSE DEBT |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 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 $ 2.58 Exercise price $ 3.04 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] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SCHEDULE OF STOCK OPTION OUTSTANDING | As of June 30, 2021 and December 31, 2020, the options outstanding under each plan were as follows: SCHEDULE OF STOCK OPTION OUTSTANDING June 30, December 31, 2021 2020 Legacy Plans 264,866 543,106 2016 Plan 4,034,332 4,034,332 2019 Directors Plan 144,870 151,455 Total options outstanding 4,444,068 4,728,893 | SCHEDULE OF STOCK OPTION OUTSTANDING |
SCHEDULE OF COMMON STOCK FUTURE ISSUANCE | The following shares of common stock are reserved for future issuance: SCHEDULE OF COMMON STOCK FUTURE ISSUANCE June 30, 2021 Stock options outstanding 4,444,068 Stock options available for future grant under 2021 Omnibus Incentive Plan 1,000,000 Warrants outstanding 18,901,290 Total shares of common stock reserved for future issuance 24,345,358 | SCHEDULE OF COMMON STOCK FUTURE ISSUANCE |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes the Company’s stock option activity during the six months ended June 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2020 4,728,893 $ 2.28 6.80 $ 1,817,383 Granted — — — — Exercised (284,825 ) 0.91 — 472,453 Expired / Forfeited — — — — Outstanding at June 30, 2021 4,444,068 2.40 6.50 53,714,731 Exercisable at June 30, 2021 4,337,971 2.38 6.40 52,524,462 Vested and expected to vest 4,444,068 2.40 6.50 53,714,731 | 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 2,867,408 $ 1.97 7.3 $ 2,209,192 Granted 2,983,005 $ 2.59 9.2 Expired / Forfeited (130,771 ) $ 0.46 $ 285,269 Outstanding at December 31, 2019 5,719,642 $ 2.28 8.0 $ 1,923,924 Outstanding at December 31, 2019 5,719,642 2.28 8.0 1,923,924 Granted 131,700 $ 3.35 9.3 Expired / Forfeited (1,122,449 ) $ 2.43 $ 106,541 Outstanding at December 31, 2020 4,728,893 $ 2.28 6.8 $ 1,817,383 Exercisable at December 31, 2020 4,443,546 $ 2.28 6.7 $ 1,700,715 Vested and expected to vest 4,728,893 $ 2.28 6.8 $ 1,817,383 |
SCHEDULE OF SHARE-BASED PAYMENT AWARD, 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 SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Six months ended June 30, 2020 Stock price $ 2.58 Exercise price $ 3.34 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 $2.58 $2.58 Expected term (years) 5.8 5.0 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 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 |
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% | ||||||||||||||||
Pro rata interest earned on funds held in trust account | $ 10 | $ 10 | ||||||||||||||||
Amount of threshold tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||||||
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 | |||||||||||||
[custom:ContributionPricePerShare] | $ 10 | $ 0.03 | $ 0.03 | $ 0.03 | ||||||||||||||
Aggregate contribution value deposited into trust account | $ 2,265,151 | $ 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 | |||||||||||||||||
Cash | 18,034 | 49,202 | 1,061,151 | |||||||||||||||
Assets Held-in-trust, Noncurrent | 12,690,899 | 12,628,170 | $ 195,312,177 | |||||||||||||||
Working capital deficit | 163,896 | 127,869 | ||||||||||||||||
Prepaid income and franchise taxes | 72,929 | $ 93,929 | ||||||||||||||||
Cash held outside of trust account available for working capital purposes | $ 18,034 | |||||||||||||||||
GTWY Expense Advance Agreement [Member] | ||||||||||||||||||
Fund contributions to trust account | $ 566,288 | |||||||||||||||||
Expense Advancement Agreement [Member] | ||||||||||||||||||
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 | |||||||||||||||||
Amount available for drawdown | $ 75,000 | |||||||||||||||||
Post-Business Combination [Member] | ||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | 50.00% | ||||||||||||||||
Business Combination [Member] | Forecast [Member] | ||||||||||||||||||
Percentage of redemption of company's outstanding public shares | 100.00% | |||||||||||||||||
Maximum additonal fund for liquidation expenses paid | $ 75,000 | |||||||||||||||||
EB Merger Sub Inc. [Member] | ||||||||||||||||||
Business combination, description | Ensysce’s issued and outstanding share capital as of immediately prior to the Merger Effective Time will, at the closing (the “Business Combination 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”). | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | ||||||||||||||||
IPO [Member] | ||||||||||||||||||
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] | Business Combination [Member] | Forecast [Member] | ||||||||||||||||||
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. | |||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | ||||||||||||||||
Private Placement [Member] | Warrant [Member] | Sponsors [Member] | ||||||||||||||||||
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 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 | ||||||
Common Stock | (622) | $ (622) | $ (622) | $ (703) | $ (668) | $ (663) | $ (658) | $ (675) | $ (657) | $ (652) | $ (730) | $ (622) | $ (663) | $ (657) | $ (622) | $ (668) | $ (675) | $ (622) | $ (707) | $ (660) | $ (718) |
Net income (loss) | $ (1,711,607) | $ 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) | ||
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) | ||||
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 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 | |
Common Stock | $ (624) | $ (626) | $ (660) | $ (614) | $ (610) | $ (605) | $ (603) | $ (601) | $ (599) | $ (673) | $ (626) | $ (610) | $ (601) | $ (624) | $ (614) | $ (603) | $ (622) | $ (638) | $ (604) | $ (672) | |
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) | ||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption | (4,457,537) | ||||||||||||||||||||
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 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) | |
Common Stock | $ (2) | $ (4) | $ (43) | $ (54) | $ (53) | $ (53) | $ (72) | $ (56) | $ (53) | $ (57) | $ (4) | $ (53) | $ (56) | $ (2) | $ (54) | $ (72) | $ (69) | $ (56) | $ (46) | ||
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 | ||
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) | ||||
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 | |
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 | ||||||||||||||||||
Jun. 30, 2021 | 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, 2021 | 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 | ||
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 | $ 0 | $ 0.17 | ||||||||||||||||||||
Net (loss) income | $ (1,711,607) | $ 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 | |||
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 | 6,375,178 | 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 | 3,239,823 | ||||||||||||||||||||||
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] | |||||||||||||||||||||||
Net (loss) income | $ (935,544) | $ (704,498) | $ (1,883,275) | $ (1,727,745) | |||||||||||||||||||
Basic and diluted weighted average shares outstanding | [1] | 16,053,550 | 15,768,725 | 15,943,867 | 15,768,725 | ||||||||||||||||||
Basic and diluted net income (loss) per share | [1] | $ (0.06) | $ (0.04) | $ (0.12) | $ (0.11) | ||||||||||||||||||
Net income (loss) attributable to common stockholders | $ 56,770 | $ (10,102,280) | |||||||||||||||||||||
Weighted average shares outstanding, basic | [2] | 15,768,725 | 15,768,725 | ||||||||||||||||||||
Weighted average dilutive stock options | 738,662 | ||||||||||||||||||||||
Weighted average shares outstanding, diluted | [2] | 16,507,387 | 15,768,725 | ||||||||||||||||||||
Net income (loss) per share attributable to common stockholders, basic | [2] | $ 0 | $ (0.64) | ||||||||||||||||||||
Net income (loss) per share attributable to common stockholders, diluted | [2] | $ 0 | $ (0.64) | ||||||||||||||||||||
[1] | Prior period amounts have been retroactively restated for the Business Combination as described in Note 1 | ||||||||||||||||||||||
[2] | Retroactively restated for the merger as described in Note 12 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Aug. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||||||||
Interest income withdrawn from trust | $ 326,352 | $ 836,205 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,391,289 | 17,825,001 | ||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% | |||||||
Ensysce Biosciences, Inc [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,463,823 | 5,805,250 | 4,573,506 | 5,802,476 | 3,660,064 | 5,216,220 | ||||
Fair value of embedded derivatives | $ 269,000 | |||||||||
Depreciation expense | $ 50 | $ 50 | $ 101 | $ 100 | $ 201 | $ 201 | ||||
Put option percentage | 10.00% | |||||||||
Discount rate of put option | 42.90% | |||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | ||||||||
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%. | |||||||||
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 | $ 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 | $ 893,975 | $ 57,453 | ||||||||
Ensysce Biosciences, Inc [Member] | Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Estimated useful life | 5 years | |||||||||
Ensysce Biosciences, Inc [Member] | Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Estimated useful life | 6 years | |||||||||
Ensysce Biosciences, Inc [Member] | Convertible Debt [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Debt Instrument, Increase, Accrued Interest | $ 11,331 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - 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) | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 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 ($) | |
Related Party Transactions [Abstract] | |
Beginning fair value | |
Initial measurement | 220,000 |
Change in fair value | 10,000 |
Elimination of conversion option upon conversion of promissory note on June 25, 2020 | (230,000) |
Ending fair value |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 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 | 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 $ | |||||||||||||||
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] | ||||||||||||||||
Advances available | $ 300,000 | |||||||||||||||
Proceeds from Related Party Debt | $ 160,000 | $ 75,000 | $ 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] | ||||||||||||||||
Advances available | $ 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 | |||||||||||||||
Advances available | $ 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 | |||||||||||||||
Maximum shares subject to forfeiture | 1,437,500 | |||||||||||||||
Number of shares outstanding | 5,750,000 | |||||||||||||||
Common stock subject to redemption share price held in trust account (in dollars per share) | 20.00% | |||||||||||||||
Description of initial stockholders | (i) one year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier, in each case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. | |||||||||||||||
Sponsors [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of shares outstanding | 5,000,000 | |||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 750,000 | |||||||||||||||
Underwriters [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 750,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 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 |
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. | |||||||||
EB Merger Sub Inc. [Member] | |||||||||||
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 “Business Combination 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”). | ||||||||||
Private Placement [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||||||||
Warrant [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |||||||||
GTWY Holdings [Member] | Warrant [Member] | |||||||||||
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] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 566,288 | ||||||||||
Gateway Promissory Note [Member] | |||||||||||
Notes Payable | $ 566,268 | ||||||||||
GTWY Expense Advance Agreement [Member] | |||||||||||
Fund contributions to trust account | $ 566,288 | ||||||||||
Underwriters Agreement [Member] | Over-Allotment Option [Member] | |||||||||||
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] | |||||||||||
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] | |||||||||||
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] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Jan. 15, 2018 | Aug. 31, 2019 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | Dec. 31, 2019 | Feb. 28, 2013 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 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, shares outstanding | 6,224,268 | 6,224,268 | 7,067,422 | |||||
Common stock subject to possible redemption,at redemption value | 0 | 16,808,829 | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Ensysce Biosciences, Inc [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares outstanding | 24,255,786 | 15,768,725 | 15,768,725 | |||||
Warrant term | 10 years | 10 years | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.04 | $ 6.23 | ||||||
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 | ||||||
Debt conversion shares issued | 1,357,968 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 5.8 | |||||||
Termination of common stock settlement | 500,000 | |||||||
Deferred common stock issued | 125,000 | |||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Common Stock, Shares, Issued | 24,275,541 | 15,768,725 | 15,768,725 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 18,901,290 | 13,170 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,585 | |||||||
Weighted Average Number of Shares, Restricted Stock | 19,755 | |||||||
Sale of Stock, Price Per Share | $ 11.50 | |||||||
Warrants and Rights Outstanding, Maturity Date | Jun. 30, 2026 | |||||||
Ensysce Biosciences, Inc [Member] | S P A C [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, shares outstanding | 6,219,268 | |||||||
Ensysce Biosciences, Inc [Member] | Former Ensysce [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Stock Issued During Period, Shares, Purchase of Assets | 19,755 | |||||||
Common Stock, Shares, Issued | 16,053,550 | |||||||
Warrant [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrant 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 | ||||||
Warrant [Member] | Ensysce Biosciences, Inc [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.04 | $ 6.23 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 6,585 | 13,170 | ||||||
Public Warrant [Member] | Ensysce Biosciences, Inc [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Class of Warrant or Right, Outstanding | 10,000,000 | |||||||
Private Warrant [Member] | Ensysce Biosciences, Inc [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
[custom:RemainingOfCashlessWarrantShares] | 8,901,290 | |||||||
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 |
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 | |
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] | |||
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) | Sep. 24, 2021USD ($)$ / sharesshares | Jul. 22, 2021$ / sharesshares | Jul. 02, 2021USD ($)$ / sharesshares | Feb. 24, 2021USD ($) | Feb. 23, 2021USD ($) | Jan. 31, 2021USD ($)$ / sharesshares | Jul. 31, 2021USD ($) | Jan. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Aug. 03, 2021$ / shares | Mar. 31, 2021$ / shares | Dec. 31, 2020$ / shares | Jun. 25, 2020$ / sharesshares | 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 | $ 0.0001 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 0.01 | $ 0.01 | |||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||
GTWY Holdings [Member] | Warrant [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 1 | $ 1 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 566,288 | ||||||||||||||||||
IPO [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 11.50 | $ 11.50 | |||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 11.50 | ||||||||||||||||||
Expense Advancement Agreement [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 1 | 1 | $ 11.50 | $ 1 | |||||||||||||||
Aggregate purchase of common stock warrants | shares | 1,000,001 | ||||||||||||||||||
Ensysce Biosciences, Inc [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 3.04 | $ 6.23 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,357,968 | ||||||||||||||||||
Proceeds from Convertible Debt | $ | $ 50,000 | $ 800,000 | |||||||||||||||||
Aggregate purchase of common stock warrants | shares | 18,901,290 | 13,170 | |||||||||||||||||
Warrant term | 10 years | 10 years | |||||||||||||||||
Ensysce Biosciences, Inc [Member] | Warrant [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 3.04 | $ 6.23 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 6,585 | 13,170 | |||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Share Subscription Facility | $ | $ 60,000,000 | ||||||||||||||||||
Subsequent Event [Member] | GTWY Holdings [Member] | Warrant [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 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] | Securities Purchase Agreement [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Securities purchase agreements aggregate financing | $ | $ 15,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 7.63 | ||||||||||||||||||
Aggregate purchase of common stock warrants | shares | 361,158 | ||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Share Subscription Facility | $ | $ 60,000,000 | ||||||||||||||||||
Aggregate principal amount | $ | 5,300,000 | ||||||||||||||||||
Investment owned aggregate purchase price | $ | $ 5,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Exchange ratio | 0.06585 | ||||||||||||||||||
Proceeds from Convertible Debt | $ | $ 50,000 | ||||||||||||||||||
Shares subscription amount | $ | $ 60,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Minimum [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 11.50 | ||||||||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Maximum [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 10 | ||||||||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Investor [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 10.01 | ||||||||||||||||||
Aggregate purchase of common stock warrants | shares | 1,106,108 | ||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Commitment fee | $ | $ 1,200,000 | ||||||||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Investor [Member] | First Anniversary [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Commitment fee | $ | 800,000 | ||||||||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Investor [Member] | 18-Month Anniversary [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Commitment fee | $ | $ 400,000 | ||||||||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Investors [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate purchase of common stock excercise price per share | $ 6.28 | ||||||||||||||||||
Aggregate purchase of common stock warrants | shares | 500,000 | ||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||
Common stock issuable upon exercise warrants | shares | 500,000 | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | shares | 50,000 | ||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | shares | 200,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Private Placement [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 500,000 | 500,000 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 500,000 | ||||||||||||||||||
Subsequent Event [Member] | Ensysce Biosciences, Inc [Member] | Merger Agreement [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Exchange ratio | 0.06585 |
SUBSEQUENT EVENTS AFTER AUGUS_2
SUBSEQUENT EVENTS AFTER AUGUST 16, 2021 (Details Narrative) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions | Sep. 24, 2021 | Jul. 31, 2021 |
Subsequent Event [Line Items] | ||
Share Subscription Facility | $ 60 | |
Securities Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Investment Owned, at Cost | $ 15 | |
Securities Purchase Agreement [Member] | Warrant [Member] | ||
Subsequent Event [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 361,158 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.63 | |
Securities Purchase Agreement [Member] | Warrant [Member] | Facility Closing [Member] | ||
Subsequent Event [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 722,317 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.63 | |
Securities Purchase Agreement [Member] | Investor [Member] | ||
Subsequent Event [Line Items] | ||
Investment Owned, Balance, Principal Amount | $ 5.3 | |
Investment Owned Aggregate Purchase Price | 5 | |
Share Subscription Facility | 60 | |
Securities Purchase Agreement [Member] | Investor [Member] | Facility Closing [Member] | ||
Subsequent Event [Line Items] | ||
Investment Owned, Balance, Principal Amount | 10.6 | |
Investment Owned Aggregate Purchase Price | $ 10 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jan. 31, 2021 | Nov. 23, 2020 | Aug. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Ensysce Biosciences, Inc [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Lessee, Operating Lease, Liability, to be Paid | $ 25,500 | ||||||||
Rent expense | $ 7,062 | $ 5,721 | $ 14,123 | $ 15,448 | $ 36,645 | $ 32,593 | |||
Future lease payment | $ 10,200 | ||||||||
Ensysce Biosciences, Inc [Member] | Lease Agreement [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Lease commencement date | Oct. 1, 2020 | ||||||||
Lease termination date | Oct. 31, 2021 | ||||||||
Underwriters [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Deferred fees | $ 4,750,000 | $ 250,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders |
Consolidated Balance Sheets (En
Consolidated Balance Sheets (Ensysce Biosciences, Inc.) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Current assets: | |||||
Total current assets | $ 226,464 | $ 1,199,722 | |||
Total assets | 12,854,634 | 196,511,899 | |||
Current liabilities: | |||||
Total current liabilities | 260,404 | 2,771,025 | |||
Total liabilities | 14,061,692 | 17,503,563 | |||
Commitments and contingencies (Note 6) | |||||
Stockholders’ deficit | |||||
Preferred stock, $0.0001 par value, 1,500,000 shares authorized, no shares issued and outstanding at December 31, 2020 and 2019 | |||||
Common stock, $0.0001 par value, 150,000,000 shares authorized; 15,768,725 shares issued and outstanding at December 31, 2020 and 2019 | 622 | 707 | |||
Additional paid-in capital | 5,136,000 | ||||
Accumulated deficit | (1,207,680) | (136,706) | |||
Total Ensysce Biosciences, Inc. stockholders’ equity (deficit) | (1,207,058) | 5,000,001 | |||
Total stockholders’ equity (deficit) | (1,207,058) | 5,000,001 | |||
Total liabilities and stockholders’ equity | 12,854,634 | 196,511,899 | |||
Ensysce Biosciences, Inc [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 8,011,782 | 194,214 | 341,536 | ||
Unbilled receivable | 75,354 | 173,552 | |||
Right-of-use asset | 9,415 | 23,538 | |||
Prepaid expenses and other current assets | 261,517 | 130,124 | 103,502 | ||
Total current assets | 8,358,068 | 347,876 | 618,590 | ||
Property and equipment, net | 50 | 151 | 351 | ||
Other assets | 838,091 | 3,780 | 5,000 | ||
Total assets | 9,196,209 | 351,807 | 623,941 | ||
Current liabilities: | |||||
Accounts payable | 3,140,721 | 1,724,598 | 540,778 | ||
Accrued expenses and other liabilities | 411,941 | 344,792 | 1,491,660 | ||
Lease liability | 10,200 | 25,500 | |||
Notes payable and accrued interest | 466,055 | 4,245,082 | 2,621,407 | ||
Embedded derivative on convertible notes | 670,262 | 2,646,347 | |||
Total current liabilities | 4,028,917 | 7,010,234 | 7,300,192 | ||
Total liabilities | 4,028,917 | 7,010,234 | 7,300,192 | ||
Commitments and contingencies (Note 6) | |||||
Stockholders’ deficit | |||||
Preferred stock, $0.0001 par value, 1,500,000 shares authorized, no shares issued and outstanding at December 31, 2020 and 2019 | [1] | [1] | |||
Common stock, $0.0001 par value, 150,000,000 shares authorized; 15,768,725 shares issued and outstanding at December 31, 2020 and 2019 | 2,425 | 1,577 | [1] | 1,577 | [1] |
Additional paid-in capital | 63,250,511 | 49,516,337 | [1] | 49,337,658 | [1] |
Accumulated deficit | (57,841,991) | (55,958,716) | (56,015,486) | ||
Total Ensysce Biosciences, Inc. stockholders’ equity (deficit) | 5,410,945 | (6,440,802) | (6,676,251) | ||
Noncontrolling interest in stockholders’ deficit | (243,653) | (217,625) | |||
Total stockholders’ equity (deficit) | 5,167,292 | (6,658,427) | (6,676,251) | ||
Total liabilities and stockholders’ equity | $ 9,196,209 | $ 351,807 | $ 623,941 | ||
[1] | Retroactively restated for the merger as described in Note 12 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Ensysce Biosciences, Inc.) (Parenthetical) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Ensysce Biosciences, Inc [Member] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | ||
Common Stock, Shares, Issued | 24,275,541 | 15,768,725 | 15,768,725 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Ensysce Biosciences, Inc.) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||||||
Operating expenses: | |||||||||||
Total operating expenses | $ 1,368,841 | $ 3,328,674 | |||||||||
Income (loss) from operations | (1,368,841) | (3,328,674) | |||||||||
Other income (expense): | |||||||||||
Interest expense | (31,428) | ||||||||||
Total other income (expense), net | 5,924,103 | 2,816,578 | |||||||||
Net loss | [1] | [1] | |||||||||
Ensysce Biosciences, Inc [Member] | |||||||||||
Federal grants | 444,516 | 1,824,681 | 695,091 | $ 2,687,081 | 3,931,209 | 1,763,961 | |||||
Operating expenses: | |||||||||||
Research and development | 463,219 | 1,404,246 | 787,595 | 2,243,217 | 4,389,579 | 3,402,301 | |||||
General and administrative | 393,914 | 281,354 | 884,386 | 559,047 | 1,154,917 | 6,929,904 | |||||
Total operating expenses | 857,133 | 1,685,600 | 1,671,981 | 2,802,264 | 5,544,496 | 10,332,205 | |||||
Income (loss) from operations | (412,617) | 139,081 | (976,890) | (115,183) | (1,613,287) | (8,568,244) | |||||
Other income (expense): | |||||||||||
Change in fair value of derivative liability | 712,899 | (643,840) | 673,314 | (1,083,174) | 2,447,908 | (575,087) | |||||
Interest expense | (910,327) | (201,715) | (1,258,161) | (531,364) | (995,496) | (958,949) | |||||
Total other income (expense), net | (544,994) | (845,555) | (932,413) | (1,614,538) | 1,452,412 | (1,534,036) | |||||
Net loss | (957,611) | [1] | (706,474) | [1] | (1,909,303) | (1,729,721) | (160,875) | [2] | (10,102,280) | [2] | |
Net loss attributable to noncontrolling interests | $ (22,067) | $ (1,976) | $ (26,028) | $ (1,976) | (217,645) | ||||||
Net income (loss) attributable to common stockholders | $ 56,770 | $ (10,102,280) | |||||||||
Net income (loss) per basic share: | |||||||||||
Net income (loss) per share attributable to common stockholders, basic | [3] | $ 0 | $ (0.64) | ||||||||
Weighted average common shares outstanding, basic | [3] | 15,768,725 | 15,768,725 | ||||||||
Net income (loss) per diluted share: | |||||||||||
Net income (loss) per share attributable to common stockholders, diluted | [3] | $ 0 | $ (0.64) | ||||||||
Weighted average common shares outstanding, diluted | [3] | 16,507,387 | 15,768,725 | ||||||||
[1] | Prior period amounts have been retroactively restated for the Business Combination as described in Note 1 | ||||||||||
[2] | Retroactively restated for the merger as described in Note 12 | ||||||||||
[3] | Retroactively restated for the merger as described in Note 12 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Ensysce Biosciences, Inc.) - USD ($) | Common Stock [Member]Ensysce Biosciences, Inc [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Ensysce Biosciences, Inc [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member]Ensysce Biosciences, Inc [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member]Ensysce Biosciences, Inc [Member] | Ensysce Biosciences, Inc [Member] | Total | |
Balance at Dec. 31, 2018 | $ 1,577 | $ 660 | $ 43,291,725 | $ 4,068,751 | $ (45,913,206) | $ 930,590 | $ (2,619,904) | $ 5,000,001 | ||
Balance, shares at Dec. 31, 2018 | 15,768,725 | 6,064,800 | ||||||||
Issuance of common stock warrants | [1] | 10,500 | 10,500 | |||||||
Stock-based compensation | [1] | 6,035,433 | 6,035,433 | |||||||
Net income (loss) | [1] | (10,102,280) | (10,102,280) | |||||||
Balance at Dec. 31, 2019 | $ 1,577 | 49,337,658 | (56,015,486) | (6,676,251) | 5,000,001 | |||||
Balance, shares at Dec. 31, 2019 | 15,768,725 | 7,067,422 | ||||||||
Stock-based compensation | 68,551 | 68,551 | ||||||||
Net income (loss) | (1,727,745) | (1,976) | (1,729,721) | |||||||
Balance at Jun. 30, 2020 | $ 1,577 | 49,406,209 | (57,743,231) | (1,976) | (8,337,421) | |||||
Balance, shares at Jun. 30, 2020 | 15,768,725 | |||||||||
Balance at Dec. 31, 2019 | $ 1,577 | 49,337,658 | (56,015,486) | (6,676,251) | 5,000,001 | |||||
Balance, shares at Dec. 31, 2019 | 15,768,725 | 7,067,422 | ||||||||
Stock-based compensation | [1] | 178,679 | 178,679 | |||||||
Contribution from noncontrolling interest | [1] | 20 | 20 | |||||||
Net income (loss) | [1] | 56,770 | (217,645) | (160,875) | ||||||
Balance at Dec. 31, 2020 | $ 1,577 | $ 622 | 49,516,337 | (55,958,716) | (1,207,680) | (217,625) | (6,658,427) | (1,207,058) | ||
Balance, shares at Dec. 31, 2020 | 15,768,725 | 6,224,268 | ||||||||
Balance at Mar. 31, 2020 | $ 1,577 | 49,370,144 | (57,038,733) | (7,667,012) | 4,517,562 | |||||
Balance, shares at Mar. 31, 2020 | 15,768,725 | 7,038,573 | ||||||||
Stock-based compensation | [2] | 36,065 | 36,065 | |||||||
Net income (loss) | [2] | (704,498) | (1,976) | (706,474) | ||||||
Balance at Jun. 30, 2020 | $ 1,577 | 49,406,209 | (57,743,231) | (1,976) | (8,337,421) | |||||
Balance, shares at Jun. 30, 2020 | 15,768,725 | |||||||||
Balance at Dec. 31, 2020 | $ 1,577 | $ 622 | 49,516,337 | (55,958,716) | $ (1,207,680) | (217,625) | (6,658,427) | (1,207,058) | ||
Balance, shares at Dec. 31, 2020 | 15,768,725 | 6,224,268 | ||||||||
Exercise of stock options | $ 28 | 262,834 | $ 262,862 | |||||||
Exercise of stock options, shares | 284,825 | 284,825 | ||||||||
Settlement of convertible notes | $ 136 | 5,696,567 | $ 5,696,703 | |||||||
Settlement of convertible notes, shares | 1,357,968 | |||||||||
Issuance of common stock for business combination, net of transaction costs | $ 684 | 7,694,580 | 7,695,264 | |||||||
Issuance of common stock for business combination, net of transaction costs, shares | 6,844,268 | |||||||||
Stock-based compensation | 80,193 | 80,193 | ||||||||
Net income (loss) | (1,883,275) | (26,028) | (1,909,303) | |||||||
Balance at Jun. 30, 2021 | $ 2,425 | 63,250,511 | (57,841,991) | (243,653) | 5,167,292 | |||||
Balance, shares at Jun. 30, 2021 | 24,255,786 | |||||||||
Balance at Mar. 31, 2021 | $ 1,605 | 49,822,991 | (56,906,447) | (221,586) | (7,303,437) | 1,893,835 | ||||
Balance, shares at Mar. 31, 2021 | 16,053,550 | 6,224,268 | ||||||||
Settlement of convertible notes | [2] | $ 136 | 5,696,567 | 5,696,703 | ||||||
Settlement of convertible notes, shares | 1,357,968 | |||||||||
Issuance of common stock for business combination, net of transaction costs | [2] | $ 684 | 7,694,580 | 7,695,264 | ||||||
Issuance of common stock for business combination, net of transaction costs, shares | 6,844,268 | |||||||||
Stock-based compensation | [2] | 36,373 | 36,373 | |||||||
Net income (loss) | [2] | (935,544) | (22,067) | (957,611) | ||||||
Balance at Jun. 30, 2021 | $ 2,425 | $ 63,250,511 | $ (57,841,991) | $ (243,653) | $ 5,167,292 | |||||
Balance, shares at Jun. 30, 2021 | 24,255,786 | |||||||||
[1] | Retroactively restated for the merger as described in Note 12 | |||||||||
[2] | Prior period amounts have been retroactively restated for the Business Combination as described in Note 1 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Ensysce Biosciences, Inc.) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Cash flows from operating activities: | ||||||||
Net loss | ||||||||
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 | |||||||
Proceeds from issuance of promissory notes to related party | 235,000 | 1,000,000 | 1,225,000 | |||||
Net cash provided by financing activities | 297,500 | (135,283,492) | (183,551,163) | (11,025,845) | ||||
Increase in cash and cash equivalents | (31,168) | (893,200) | (1,011,949) | (597,247) | ||||
Cash and cash equivalents beginning of period | 49,202 | 1,061,151 | 49,202 | $ 1,061,151 | 1,061,151 | 1,658,398 | ||
Cash and cash equivalents end of period | 18,034 | 167,951 | 49,202 | 1,061,151 | ||||
Supplemental cash flow information: | ||||||||
Income tax payments | 125,701 | 525,000 | ||||||
Ensysce Biosciences, Inc [Member] | ||||||||
Cash flows from operating activities: | ||||||||
Net loss | (1,909,303) | (1,729,721) | (160,875) | [1] | (10,102,280) | [1] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 101 | 100 | 201 | 201 | ||||
Accrued interest | 312,197 | 171,507 | 381,886 | 292,260 | ||||
Accretion of discounts on promissory notes | 945,969 | 359,857 | 613,610 | 666,689 | ||||
Change in fair value of embedded derivative | (673,314) | 1,083,174 | (2,447,908) | 575,087 | ||||
Stock-based compensation | 80,193 | 68,551 | 178,679 | 6,035,433 | ||||
Lease cost | (1,177) | 1,962 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 173,552 | (173,552) | ||||||
Unbilled receivable | (75,354) | 173,552 | ||||||
Prepaid expenses and other assets | 103,245 | (1,299,728) | (25,401) | 70,332 | ||||
Accounts payable | 347,420 | 826,563 | 1,183,820 | 372,928 | ||||
Accrued expenses and other liabilities | (127,004) | (214,428) | (1,146,868) | 1,327,639 | ||||
Net cash used in operating activities | (649,461) | (560,573) | (1,247,342) | (935,263) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of promissory notes | 700,000 | 400,000 | ||||||
Proceeds from issuance of promissory notes to related party | 350,000 | 400,000 | 100,000 | |||||
Contribution from noncontrolling interest | 20 | 20 | ||||||
Proceeds from exercise of stock options | 262,862 | |||||||
Net cash provided by financing activities | 8,467,029 | 800,020 | 1,100,020 | 500,000 | ||||
Increase in cash and cash equivalents | 7,817,568 | 239,447 | (147,322) | (435,263) | ||||
Cash and cash equivalents beginning of period | $ 194,214 | $ 341,536 | 194,214 | 341,536 | 341,536 | 776,799 | ||
Cash and cash equivalents end of period | 8,011,782 | 580,983 | 194,214 | 341,536 | ||||
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 | $ 414,323 | $ 471,823 | $ 414,188 | |||||
[1] | Retroactively restated for the merger as described in Note 12 |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ensysce Biosciences, Inc [Member] | ||||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Equity Method Investment, Ownership Percentage | 79.20% | |||||
Ensysce Biosciences, Inc [Member] | Former Ensysce [Member] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Debt Instrument, Convertible, Conversion Price | $ 0.06585 | |||||
Equity Method Investment, Ownership Percentage | 71.80% | |||||
Ensysce Biosciences, Inc [Member] | Covistat [Member] | ||||||
Common Stock, Shares Authorized | 1,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Preferred Stock, Shares Authorized | 100,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Ensysce Biosciences, Inc [Member] | Covistat, Inc. [Member] | ||||||
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] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 1.00% | |||||
Ensysce Biosciences, Inc [Member] | Covistat [Member] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 19.80% | |||||
Ensysce Biosciences, Inc [Member] | Covistat [Member] | Unrelated Party [Member] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 1.00% | |||||
Ensysce Biosciences, Inc [Member] | Covistat, Inc. [Member] | ||||||
Common Stock, Shares Authorized | 1,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Preferred Stock, Shares Authorized | 100,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Jan. 31, 2021 | Sep. 30, 2019 | Aug. 31, 2019 | Sep. 30, 2018 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Working capital deficit | $ 127,869 | $ 163,896 | |||||||||
Cash | 49,202 | $ 1,061,151 | $ 18,034 | ||||||||
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 | ||||||||||
Accumulated deficit. | 56,000,000 | ||||||||||
Common Stock, Value, Subscriptions | $ 60,000,000 | $ 60,000,000 | $ 60,000,000 | ||||||||
Subscription term. | 36 months | ||||||||||
[custom:SubscriptionPaymentDescription] | The investor will pay, in cash, a per-share amount equal to 90% of the average daily closing price of the Company’s stock during the 30 consecutive trading days prior to the issuance of a draw notice, which shall not exceed 400% of the average trading volume for the 30 trading days immediately preceding the draw down date. | ||||||||||
Working capital | 4,300,000 | 4,300,000 | |||||||||
Depreciation expense | 50 | $ 50 | 101 | $ 100 | $ 201 | $ 201 | |||||
Put option percentage | 10.00% | ||||||||||
Discount rate of put option | 42.90% | ||||||||||
Grants Receivable | $ 5,400,000 | $ 5,100,000 | $ 5,400,000 | ||||||||
Ensysce Biosciences, Inc [Member] | Year One [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Grants Receivable | 2,100,000 | 3,200,000 | |||||||||
Contribution of grants | 1,100,000 | ||||||||||
Ensysce Biosciences, Inc [Member] | Year Two [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Grants Receivable | $ 3,000,000 | $ 2,200,000 | |||||||||
Ensysce Biosciences, Inc [Member] | Year Three [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Grants Receivable | 2,800,000 | 2,800,000 | |||||||||
Ensysce Biosciences, Inc [Member] | Former Ensysce [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Cash | 7,800,000 | 7,800,000 | |||||||||
Prepaid expenses | 1,100,000 | 1,100,000 | |||||||||
Goodwill | 0 | 0 | |||||||||
Other intangible assets | 0 | 0 | |||||||||
Debt instrument conversion price | $ 0.06585 | ||||||||||
Debt Issuance Costs, Net | $ 1,200,000 | $ 1,200,000 | |||||||||
Ensysce Biosciences, Inc [Member] | Investor [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
[custom:CommitmentFee] | $ 1,200,000 | ||||||||||
Ensysce Biosciences, Inc [Member] | Investor [Member] | First Anniversary [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
[custom:CommitmentFee] | 800,000 | ||||||||||
Ensysce Biosciences, Inc [Member] | Investor [Member] | 18-Month Anniversary [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
[custom:CommitmentFee] | 400,000 | ||||||||||
Ensysce Biosciences, Inc [Member] | Maximum [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Common Stock, Value, Subscriptions | $ 60,000,000 |
SCHEDULE OF ANTI DILUTIVE SECUR
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM CALCULATION (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total | 18,391,289 | 17,825,001 | |||||
Ensysce Biosciences, Inc [Member] | |||||||
Total | 4,463,823 | 5,805,250 | 4,573,506 | 5,802,476 | 3,660,064 | 5,216,220 | |
Ensysce Biosciences, Inc [Member] | Stock Options [Member] | |||||||
Total | 3,640,309 | 5,200,615 | |||||
Ensysce Biosciences, Inc [Member] | Warrant [Member] | |||||||
Total | 19,755 | 19,755 | 19,755 | 19,755 | 19,755 | 15,605 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | |||
Assets and liabilities at fair value | 670,262 | 2,646,347 | |
Ensysce Biosciences, Inc [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Assets and liabilities at fair value | 670,262 | ||
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | |||
Assets and liabilities at fair value | 670,262 | 2,646,347 | |
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Assets and liabilities at fair value | 670,262 | 2,646,347 | |
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Put Option [Member] | |||
Assets and liabilities at fair value | 670,262 | 2,646,347 | |
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Put Option [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Put Option [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Assets and liabilities at fair value | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Recurring [Member] | Put Option [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Assets and liabilities at fair value | $ 670,262 | $ 2,646,347 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF CONTINGENT PUT OPTIONS (Details) - Ensysce Biosciences, Inc [Member] - Fair Value, Inputs, Level 3 [Member] - Put Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Begining fair value | $ 2,646,347 | $ 1,657,072 |
Issuance | 471,823 | 414,188 |
Change in fair value | (2,447,908) | 575,087 |
Ending fair value | $ 670,262 | $ 2,646,347 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid research and development | $ 11,498 | $ 112,966 | $ 68,815 |
Prepaid insurance | 179,569 | 17,158 | 32,187 |
Prepaid rent | 2,500 | ||
Other prepaid expenses | 70,450 | ||
Total prepaid expenses and other current assets | $ 261,517 | $ 130,124 | $ 103,502 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Professional fees | $ 236,777 | ||
Accrued research and development | 77,552 | 72,906 | 1,141,727 |
Deferred grant revenue | 159,047 | 279,808 | |
Accrued scientific advisory board fees | 60,032 | 60,032 | 58,794 |
Other accrued liabilities | 37,580 | 52,807 | 11,331 |
Total accrued expenses and other liabilities | 411,941 | 344,792 | 1,491,660 |
Total accrued expenses and other liabilities | $ 411,941 | $ 344,792 | $ 1,491,660 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||
Principal balance | $ 450,000 | $ 4,400,000 | $ 3,300,000 |
Accrued interest | 16,055 | 787,996 | 406,110 |
Unamortized debt discount | (942,914) | (1,084,703) | |
Net debt balance | $ 466,055 | 4,245,082 | 2,621,407 |
2015 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 100,000 | 100,000 | |
Accrued interest | 28,671 | 23,658 | |
Unamortized debt discount | |||
Net debt balance | 128,671 | 123,658 | |
2018 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 3,500,000 | 3,200,000 | |
Accrued interest | 727,905 | 382,452 | |
Unamortized debt discount | (783,124) | (1,084,703) | |
Net debt balance | 3,444,781 | $ 2,497,749 | |
2020 Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 100,000 | ||
Accrued interest | 1,694 | ||
Unamortized debt discount | |||
Net debt balance | 101,694 | ||
2020 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 700,000 | ||
Accrued interest | 29,726 | ||
Unamortized debt discount | (159,790) | ||
Net debt balance | $ 569,936 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | 36 Months Ended | ||||||||||
Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2021USD ($) | May 31, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2020 | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($)$ / shares | |
Short-term Debt [Line Items] | |||||||||||||||||
Proceeds from Notes Payable | $ 566,268 | ||||||||||||||||
Debt discount amortization | $ 31,428 | $ 220,000 | $ 220,000 | 220,000 | |||||||||||||
Twenty Fifteenth Convertible Note [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Converible variable price per share | 80.00% | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 4,400,000 | $ 450,000 | $ 450,000 | 4,400,000 | 3,300,000 | $ 4,400,000 | |||||||||||
Converted into common stock | 5,800,000 | ||||||||||||||||
Proceeds from Notes Payable | 700,000 | 400,000 | |||||||||||||||
Interest Expense, Debt | 889,373 | $ 201,715 | 1,173,166 | 531,364 | |||||||||||||
Debt discount amortization | 771,556 | 113,647 | 945,969 | 359,857 | |||||||||||||
Debt gross proceeds | 50,000 | 800,000 | |||||||||||||||
Cash and cash equivalent of comm stock | $ 194,214 | 8,011,782 | 8,011,782 | $ 194,214 | 341,536 | $ 194,214 | |||||||||||
Gain (Loss) on Extinguishment of Debt | 347,566 | 347,566 | |||||||||||||||
Ensysce Biosciences, Inc [Member] | Convertible Debt [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | 4,350,000 | 4,350,000 | |||||||||||||||
Converted into common stock | 5,349,137 | ||||||||||||||||
Debt discount amortization | 554,911 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2015 Convertible Notes Payable [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 873,000 | ||||||||||||||||
Converted into common stock | $ 100,000 | ||||||||||||||||
Interest rate | 5.00% | 5.00% | |||||||||||||||
Debt conversion percentage | 80.00% | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes Payable [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||
Proceeds from Issuance of Unsecured Debt | $ 3,500,000 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.50 | ||||||||||||||||
Proceeds from Notes Payable | $ 5,000,000 | ||||||||||||||||
Conversion price per share | $ / shares | $ 3.80 | $ 3.80 | $ 3.80 | ||||||||||||||
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 Issuance of Unsecured Debt | $ 2,500,000 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes Payable [Member] | Unrelated Party [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Proceeds from Issuance of Unsecured Debt | $ 1,000,000 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2020 Promissory Notes Payable [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||
Proceeds from Issuance of Unsecured Debt | $ 100,000 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2020 Convertible Notes [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 700,000 | $ 700,000 | $ 700,000 | ||||||||||||||
Debt Instrument, Maturity Date, Description | July 2022 | ||||||||||||||||
Interest Expense, Debt | $ 381,886 | 292,260 | |||||||||||||||
Debt discount amortization | 613,610 | $ 666,689 | |||||||||||||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 1 year 2 months 12 days | ||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 55.40% | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2020 Convertible Notes [Member] | Covistat, Inc. [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Converted into common stock | $ 10,000,000 | ||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||
Proceeds from Issuance of Unsecured Debt | $ 700,000 | ||||||||||||||||
Proceeds from Notes Payable | 2,000,000 | ||||||||||||||||
Dividends | $ 10,000,000 | ||||||||||||||||
[custom:SalesPercentage] | 80.00% | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | Twenty Fifteenth Convertible Note [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Converted into common stock | $ 100,000 | ||||||||||||||||
Principal amount of convertible promissory notes. | $ 873,000 | ||||||||||||||||
Share price | 5.00% | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | ||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||
Conversion price per share | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||
Share price | 50.00% | ||||||||||||||||
Promissory note mature date | 1 year | 24 months | |||||||||||||||
Debt gross proceeds | $ 5,000,000 | ||||||||||||||||
Cash and cash equivalent of comm stock | $ 55,000,000 | $ 55,000,000 | $ 55,000,000 | ||||||||||||||
Repayment of promissory note rate | The 2018 convertible 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 [Member] | Convertible Debt [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | 3,500,000 | 3,500,000 | |||||||||||||||
Converted into common stock | 4,401,466 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes [Member] | Unrelated Party [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 1,000,000 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes [Member] | Stockholder [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | 3,500,000 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2018 Convertible Notes [Member] | Board Member [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | 2,500,000 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | Twenty Twenty Promissory Notes [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | 100,000 | 100,000 | $ 100,000 | $ 100,000 | ||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||
Unsecured promissory notes | $ 100,000 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2020 Convertible Notes [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 700,000 | $ 700,000 | $ 700,000 | ||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||
Converible variable price per share | 80.00% | 80.00% | 80.00% | ||||||||||||||
Unsecured promissory notes | $ 700,000 | ||||||||||||||||
Debt gross proceeds | $ 2,000,000 | ||||||||||||||||
Divided aggregate number of shares | 10,000,000 | ||||||||||||||||
Conversion price divided aggregate number of shares | $ 10,000,000 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2020 Convertible Notes [Member] | Convertible Debt [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | 700,000 | 700,000 | |||||||||||||||
Converted into common stock | 764,438 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2021 Convertible Notes [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Converible variable price per share | 80.00% | ||||||||||||||||
Unsecured promissory notes | $ 500 | ||||||||||||||||
Debt gross proceeds | $ 10,000,000 | $ 2,000,000 | |||||||||||||||
Debt, maturity date | Jan. 28, 2023 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | 2021 Convertible Notes [Member] | Convertible Debt [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | 50,000 | 50,000 | |||||||||||||||
Converted into common stock | 52,082 | ||||||||||||||||
Ensysce Biosciences, Inc [Member] | Twenty Twenty One Promissory Notes [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 350,000 | $ 350,000 | |||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Unsecured promissory notes | $ 3,500 |
SCHEDULE OF WARRANTS MEASURED U
SCHEDULE OF WARRANTS MEASURED USING BLACK-SCHOLES MODEL (Details) - Ensysce Biosciences, Inc [Member] | Dec. 31, 2020$ / shares | Aug. 31, 2019$ / shares | Feb. 28, 2013$ / shares |
Subsidiary or Equity Method Investee [Line Items] | |||
Warrants price | $ 3.04 | $ 6.23 | |
Warrants and Rights Outstanding, Term | 10 years | 10 years | |
2019 Warrants [Member] | Measurement Input, Share Price [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Warrants price | $ 2.58 | ||
2019 Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Warrants price | $ 3.04 | ||
2019 Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Warrants and Rights Outstanding, Term | 10 years | ||
2019 Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Warrants measurement input | 59.9 | ||
2019 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Warrants measurement input | 1.9 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options, Outstanding, Beginning balance | 4,728,893 | 5,719,642 | 2,867,408 |
Weighted average Exercise price, Outstanding, Beginning balance | $ 2.28 | $ 2.28 | $ 1.97 |
Weighted Average Remaining Contractual Term in Years, Ending Balance | 6 years 6 months | 8 years | 7 years 3 months 18 days |
Aggregate Intrinsic Value, Beginning Balance | $ 1,817,383 | $ 1,923,924 | $ 2,209,192 |
Options, Granted | 131,700 | 2,983,005 | |
Weighted Average Exercise Price Per Share, Granted | $ 3.35 | $ 2.59 | |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsGrantedWeightedAverageRemainingContractualTerm2] | 9 years 3 months 18 days | 9 years 2 months 12 days | |
Options, Expired / Forfeited | (1,122,449) | (130,771) | |
Weighted average Exercise price, Expired / Forfeited | $ 2.43 | $ 0.46 | |
Intrinsic value, Expired / Forfeited | $ 106,541 | $ 285,269 | |
Options, Outstanding, Ending balance | 4,444,068 | 4,728,893 | 5,719,642 |
Weighted average Exercise price, Outstanding, Ending balance | $ 2.40 | $ 2.28 | $ 2.28 |
Weighted Average Remaining Contractual Term in Years, Beginning Balance | 6 years 9 months 18 days | 6 years 9 months 18 days | 8 years |
Intrinsic value, Outstanding, Ending balance | $ 53,714,731 | $ 1,817,383 | $ 1,923,924 |
Options, Exercisable, Ending balance | 4,337,971 | 4,443,546 | |
Weighted average Exercise price, Exercisable, Ending balance | $ 2.38 | $ 2.28 | |
Weighted Average Remaining Contractual Term in Years, Options Exercisable Ending Balance | 6 years 4 months 24 days | 6 years 8 months 12 days | |
Intrinsic value, Exercisable, Ending balance | $ 52,524,462 | $ 1,700,715 | |
Options, Vested and expected to vest, Ending balance | 4,728,893 | ||
Weighted average Exercise price, Vested and expected to vest, Ending balance | $ 2.28 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 6 years 9 months 18 days | ||
Intrinsic value, Vested and expected to vest, Ending balance | $ 1,817,383 | ||
Aggregate Intrinsic Value,Granted | |||
Option Outstanding, Exercised | (284,825) | ||
Weighted Average Exercise Price Per Share, Exercised | $ 0.91 | ||
Aggregate Intrinsic Value, Exercised | $ 472,453 | ||
Option Outstanding, Expired or Forfeited | 1,122,449 | 130,771 | |
Weighted Average Exercise Price Per Share, Cancelled or Forfeited | |||
Aggregate Intrinsic Value, Expired/Forfeited | |||
Option Outstanding, Vested or Expected to Vest, Ending Balance | 4,444,068 | ||
Weighted Average Exercise Price Per Share, Vested or Expected to Vest Ending Balance | $ 2.40 | ||
Weighted Average Remaining Contractual Term in Years, Options | 6 years 6 months | ||
Aggregate Intrinsic Value Options Options Vested or Expected to Vest Ending Balance | $ 53,714,731 |
SCHEDULE OF STOCK OPTIONS VALUA
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS (Details) - Ensysce Biosciences, Inc [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | $ 2.58 | $ 2.58 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 9 months 18 days | 5 years 9 months 18 days | 5 years |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - Ensysce Biosciences, Inc [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of outstanding option | 4,444,068 | 4,444,068 | 4,728,893 | 5,719,642 | 2,867,408 | ||
Options, Granted | 131,700 | 2,983,005 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 2.21 | |||||
Unrecognized stock-based compensation | $ 79,259 | $ 79,259 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 6 years 6 months | ||||||
Reserves for issuances of common stock | 24,345,358 | 24,345,358 | |||||
Exercise price per share vested | $ 2.40 | $ 2.40 | |||||
Weighted average period expected to be recognized | 1 year 10 months 24 days | ||||||
General and Administrative Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Payment Arrangement, Expense | $ 178,679 | $ 6,035,433 | |||||
Share based compensation | 36,373 | 36,065 | 80,193 | 68,551 | |||
Research and Development Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation | 0 | 0 | 0 | 0 | |||
Option Activity [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 2,983,005 | ||||||
Option Valuation [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.13 | $ 1.97 | |||||
Unrecognized stock-based compensation | $ 159,453 | $ 48,438 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 2 years 4 months 17 days | ||||||
Chief Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options, Granted | 665,085 | ||||||
Chief Executive Officer [Member] | Option Activity [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options, Granted | 665,085 | ||||||
Directors and Consultants [Member] | Option Activity [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options, Granted | 2,317,920 | ||||||
Board of Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options, Granted | 65,850 | 65,850 | |||||
Option, vesting period | 3 years | ||||||
Exercise price per share vested | $ 3.35 | $ 3.35 | |||||
Board of Directors [Member] | Option Activity [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options, Granted | 131,700 | ||||||
Option, vesting period | 3 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 3.35 | ||||||
2016 Stock Incentive Plan [Member] | Employees and Consultants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of outstanding option | 4,034,332 | 5,153,783 | |||||
2019 Directors Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of outstanding option | 144,870 | 144,870 | 151,455 | ||||
2019 Directors Plan [Member] | Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of outstanding option | 151,455 | 19,755 | |||||
Legacy Plans [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of outstanding option | 264,866 | 264,866 | 543,106 | 546,104 | |||
Two Thousand Twenty One Omnibus Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of outstanding option | 4,444,068 | 4,444,068 | |||||
Reserves for issuances of common stock | 1,000,000 | 1,000,000 |
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 | |
Total | $ (1,772,885) | $ 1,867,343 | $ 4,555,262 | $ (512,096) |
Ensysce Biosciences, Inc [Member] | UNITED STATES | ||||
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 | |
Current state provision | ||
Ensysce Biosciences, Inc [Member] | ||
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 |
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 Credit Carryforward, Description | 2028-2040 |
Domestic Tax Authority [Member] | Post December 31, 2017 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 4,220,846 |
[custom:OperatingLossCarryforwardsExpirationDateDescription] | Indefinite |
Domestic Tax Authority [Member] | Pre January 1, 2018 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 84,007,935 |
[custom:OperatingLossCarryforwardsExpirationDateDescription] | 2024-2037 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses | $ 68,792,637 |
[custom:OperatingLossCarryforwardsExpirationDateDescription] | 2028-2040 |
Tax credits | $ 1,528,444 |
Tax Credit Carryforward, 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 | |
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] | |||
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 | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | |
Options, Granted | 131,700 | 2,983,005 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.35 | $ 2.59 | |||||
Accounts Payable | $ 12,989 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 4,728,893 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 2.28 | ||||||
Proceeds from Convertible Debt | $ 50,000 | $ 800,000 | |||||
Principal balance | $ 450,000 | 450,000 | $ 4,400,000 | $ 3,300,000 | |||
Chief Executive Officer [Member] | |||||||
Options, Granted | 665,085 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.59 | ||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | 129,890 | ||||||
Accounts Payable | 3,584 | 3,584 | 12,989 | ||||
Cash compensation | $ 10,752 | $ 38,967 | $ 40,314 | $ 38,967 | |||
Principal balance | 100,000 | ||||||
Two Non Employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 6,585 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 2.59 | ||||||
Board of Directors Chairman [Member] | |||||||
Convertible Notes Payable, Current | 2,500,000 | $ 2,200,000 | |||||
Proceeds from Convertible Debt | 2,500,000 | ||||||
Two Members of Board of Directors Including CEO [Member] | |||||||
Proceeds from Convertible Debt | $ 100,000 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total | |||
Ensysce Biosciences, Inc [Member] | |||
Contingent put option | 670,262 | ||
Total | 670,262 | $ 2,646,347 | |
Ensysce Biosciences, Inc [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Contingent put option | |||
Total | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Contingent put option | |||
Total | |||
Ensysce Biosciences, Inc [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Contingent put option | 670,262 | ||
Total | $ 670,262 |
SCHEDULE OF CHANGE IN FAIR VALU
SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Beginning fair value | ||
Change in fair value | 10,000 | |
Ending fair value | ||
Ensysce Biosciences, Inc [Member] | ||
Beginning fair value | 670,262 | 2,646,347 |
Issuance | 3,052 | 471,823 |
Change in fair value | (673,314) | (2,447,908) |
Ending fair value | $ 670,262 |
SCHEDULE OF REVENUE RECOGNIZATI
SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Product Information [Line Items] | ||||
Total | $ 444,516 | $ 1,824,681 | $ 695,091 | $ 2,687,081 |
M P A R [Member] | ||||
Product Information [Line Items] | ||||
Total | 53,386 | 1,703,884 | 127,112 | 2,395,016 |
O U D [Member] | ||||
Product Information [Line Items] | ||||
Total | $ 391,130 | $ 120,797 | $ 567,979 | $ 292,065 |
SCHEDULE OF WEIGHTED AVERAGE SH
SCHEDULE OF WEIGHTED AVERAGE SHARES OF ANTIDILUTIVE SECURITIES (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total | 18,391,289 | 17,825,001 | |||||
Ensysce Biosciences, Inc [Member] | |||||||
Total | 4,463,823 | 5,805,250 | 4,573,506 | 5,802,476 | 3,660,064 | 5,216,220 | |
Ensysce Biosciences, Inc [Member] | Share-based Payment Arrangement, Option [Member] | |||||||
Total | 4,444,068 | 5,785,495 | 4,553,751 | 5,782,721 | |||
Ensysce Biosciences, Inc [Member] | Warrant [Member] | |||||||
Total | 19,755 | 19,755 | 19,755 | 19,755 | 19,755 | 15,605 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||
Principal balance | $ 450,000 | $ 4,400,000 | $ 3,300,000 |
Accrued interest | 16,055 | 787,996 | 406,110 |
Debt Instrument, Unamortized Discount | (942,914) | (1,084,703) | |
Net debt balance | 466,055 | 4,245,082 | $ 2,621,407 |
Twenty Twenty Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 100,000 | 100,000 | |
Accrued interest | 6,722 | 1,694 | |
Debt Instrument, Unamortized Discount | |||
Net debt balance | 106,722 | 101,694 | |
Twenty Twenty One Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 350,000 | ||
Accrued interest | 9,333 | ||
Debt Instrument, Unamortized Discount | |||
Net debt balance | $ 359,333 | ||
2015 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 100,000 | ||
Accrued interest | 28,671 | ||
Debt Instrument, Unamortized Discount | |||
Net debt balance | 128,671 | ||
2018 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 3,500,000 | ||
Accrued interest | 727,905 | ||
Debt Instrument, Unamortized Discount | (783,124) | ||
Net debt balance | 3,444,781 | ||
2020 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Principal balance | 700,000 | ||
Accrued interest | 29,726 | ||
Debt Instrument, Unamortized Discount | (159,790) | ||
Net debt balance | $ 569,936 |
SCHEDULE OF INTEREST EXPENSE DE
SCHEDULE OF INTEREST EXPENSE DEBT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt discount amortization | $ 31,428 | $ 220,000 | $ 220,000 | $ 220,000 | |||||
Ensysce Biosciences, Inc [Member] | |||||||||
Stated interest accrual | $ 117,817 | $ 88,068 | $ 227,197 | 171,507 | |||||
Debt discount amortization | 771,556 | 113,647 | 945,969 | 359,857 | |||||
Total | $ 889,373 | $ 201,715 | $ 1,173,166 | $ 531,364 |
SCHEDULE OF CONVERTIBLE DEBT (D
SCHEDULE OF CONVERTIBLE DEBT (Details) - Ensysce Biosciences, Inc [Member] - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | $ 450,000 | $ 4,400,000 | $ 3,300,000 |
Interest Payable | 16,055 | 787,996 | 406,110 |
Debt converted | $ 5,800,000 | ||
Common stock issued | 1,357,968 | ||
Outstanding debt | $ 466,055 | 4,245,082 | $ 2,621,407 |
Convertible Debt [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | 4,350,000 | ||
Interest Payable | 999,137 | ||
Debt converted | $ 5,349,137 | ||
Common stock issued | 1,357,968 | ||
Outstanding debt | |||
2015 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | 100,000 | ||
Interest Payable | 28,671 | ||
Outstanding debt | 128,671 | ||
2015 Convertible Notes [Member] | Convertible Debt [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | 100,000 | ||
Interest Payable | 31,151 | ||
Debt converted | $ 131,151 | ||
Common stock issued | 15,116 | ||
Outstanding debt | |||
2018 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | 3,500,000 | ||
Interest Payable | 727,905 | ||
Outstanding debt | 3,444,781 | ||
2018 Convertible Notes [Member] | Convertible Debt [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | 3,500,000 | ||
Interest Payable | 901,466 | ||
Debt converted | $ 4,401,466 | ||
Common stock issued | 1,259,837 | ||
Outstanding debt | |||
2020 Convertible Notes [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | 700,000 | ||
Interest Payable | 29,726 | ||
Outstanding debt | $ 569,936 | ||
2020 Convertible Notes [Member] | Convertible Debt [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | 700,000 | ||
Interest Payable | 64,438 | ||
Debt converted | $ 764,438 | ||
Common stock issued | 77,000 | ||
Outstanding debt | |||
2021 Convertible Notes [Member] | Convertible Debt [Member] | |||
Short-term Debt [Line Items] | |||
Debt Instrument, Face Amount | 50,000 | ||
Interest Payable | 2,082 | ||
Debt converted | $ 52,082 | ||
Common stock issued | 6,015 | ||
Outstanding debt |
SCHEDULE OF STOCK OPTION OUTSTA
SCHEDULE OF STOCK OPTION OUTSTANDING (Details) - Ensysce Biosciences, Inc [Member] - shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total option Outstanding | 4,444,068 | 4,728,893 | 5,719,642 | 2,867,408 |
Legacy Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total option Outstanding | 264,866 | 543,106 | 546,104 | |
2016 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total option Outstanding | 4,034,332 | 4,034,332 | ||
2019 Directors Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total option Outstanding | 144,870 | 151,455 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) - Ensysce Biosciences, Inc [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Price | $ 2.58 | ||
Exercise price | $ 3.34 | ||
Expected stock price volatility | 124.00% | 124.00% | 105.00% |
Expected term of option in years | 5 years 9 months 18 days | 5 years 9 months 18 days | 5 years |
Risk free interest rate | 1.52% | ||
Expected dividend rate | 0.00% | 0.00% | 0.00% |
SCHEDULE OF COMMON STOCK FUTURE
SCHEDULE OF COMMON STOCK FUTURE ISSUANCE (Details) - Ensysce Biosciences, Inc [Member] | Jun. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common Stock, capital shares reserved for future issuance | 24,345,358 |
Warrant Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common Stock, capital shares reserved for future issuance | 18,901,290 |
Share-based Payment Arrangement, Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common Stock, capital shares reserved for future issuance | 4,444,068 |
Share-based Payment Arrangement, Option [Member] | Stock Option Available For Future Grant Under 2021 Omnibus Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common Stock, capital shares reserved for future issuance | 1,000,000 |