Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 4 |
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 | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 4,503,081 | $ 12,264,736 | $ 194,214 |
Unbilled receivable | 140,813 | 441,721 | |
Right-of-use asset | 35,313 | 24,721 | 23,538 |
Prepaid expenses and other current assets | 2,983,071 | 2,931,415 | 130,124 |
Total current assets | 7,662,278 | 15,662,593 | 347,876 |
Property and equipment, net | 151 | ||
Other assets | 627,550 | 754,756 | 3,780 |
Total assets | 8,289,828 | 16,417,349 | 351,807 |
Current liabilities: | |||
Accounts payable | 1,285,514 | 301,104 | 1,724,598 |
Accrued expenses and other liabilities | 2,236,273 | 3,407,533 | 344,792 |
Payable to related parties | 800,000 | ||
Lease liability | 35,403 | 24,874 | 25,500 |
Notes payable and accrued interest ($7,199,135 and $12,358,886 at fair value at September 30, 2022 and December 31, 2021, respectively) | 7,552,774 | 12,748,155 | 4,245,082 |
Embedded derivative on convertible notes | 670,262 | ||
Total current liabilities | 11,909,964 | 16,481,666 | 7,010,234 |
Long-term liabilities: | |||
Notes payable, net of current portion (at fair value) | 1,386,967 | 4,440,951 | |
Other long-term liabilities | 1,414,829 | 3,652,790 | |
Total long-term liabilities | 2,801,796 | 8,093,741 | |
Total liabilities | 14,711,760 | 24,575,407 | 7,010,234 |
Commitments and contingencies (Note 6) | |||
Stockholders’ deficit | |||
Preferred stock, $0.0001 par value, 1,500,000 shares authorized, no shares issued and outstanding at September 30, 2022 (unaudited) and December 31, 2021 | |||
Common stock, $0.0001 par value, 250,000,000 and 150,000,000 shares authorized at September 30, 2022 and December 31, 2021; 2,208,446 and 1,233,148 shares issued at September 30, 2022 (unaudited) and December 31, 2021, respectively; 2,207,458 and 1,232,160 shares outstanding at September 30, 2022 (unaudited) and December 31, 2021, respectively | 221 | 124 | 79 |
Additional paid-in capital | 99,314,436 | 77,967,200 | 49,517,835 |
Accumulated deficit | (105,409,155) | (85,845,567) | (55,958,716) |
Total Ensysce Biosciences, Inc. stockholders’ deficit | (6,094,498) | (7,878,243) | (6,440,802) |
Noncontrolling interests in stockholders’ deficit | (327,434) | (279,815) | (217,625) |
Total stockholders’ deficit | (6,421,932) | (8,158,058) | (6,658,427) |
Total liabilities and stockholders’ deficit | $ 8,289,828 | $ 16,417,349 | $ 351,807 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Notes payable and accrued interest | $ 7,199,135 | $ 12,358,886 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,208,446 | 1,233,148 | 788,437 |
Common stock, shares outstanding | 2,207,458 | 1,232,160 | 788,437 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Federal grants | $ 279,351 | $ 1,200,816 | $ 1,089,920 | $ 1,895,907 | $ 3,531,199 | $ 3,931,209 |
Operating expenses: | ||||||
Research and development | 4,756,096 | 1,714,635 | 13,393,948 | 2,502,232 | 4,690,082 | 4,389,579 |
General and administrative | 1,686,580 | 16,372,976 | 5,717,281 | 17,257,361 | 18,711,548 | 1,154,917 |
Total operating expenses | 6,442,676 | 18,087,611 | 19,111,229 | 19,759,593 | 23,401,630 | 5,544,496 |
Loss from operations | (6,163,325) | (16,886,795) | (18,021,309) | (17,863,686) | (19,870,431) | (1,613,287) |
Other income (expense): | ||||||
Change in fair value of derivative liabilities | 673,314 | 673,314 | 2,447,908 | |||
Loss on issuance of convertible notes | (3,609,944) | (3,609,944) | ||||
Issuance costs for convertible notes | (1,118,721) | (500,158) | (1,118,721) | (500,158) | (1,920,158) | |
Change in fair value of convertible notes | 3,491,513 | 1,071,099 | 6,169,929 | 1,071,099 | (2,993,060) | |
Issuance of liability classified warrants | (3,737,371) | (1,325,804) | (3,737,371) | (1,325,804) | (1,865,403) | |
Change in fair value of liability classified warrants | 2,683,340 | 405,086 | 5,626,130 | 405,086 | (1,438,186) | |
Loss on debt conversions | (1,404,877) | (4,000,155) | ||||
Interest expense | (4,859) | (24,660) | (57,662) | (1,282,820) | (1,295,307) | (995,496) |
Loss on extinguishment of debt | (347,566) | |||||
Other income and expense, net | 8,679 | 61,758 | 19,494 | 61,758 | (436,670) | |
Total other income (expense), net | (3,692,240) | (312,679) | (708,300) | (1,245,091) | (9,275,470) | 1,452,412 |
Net loss | (9,855,565) | (17,199,474) | (18,729,609) | (19,108,777) | (29,145,901) | (160,875) |
Net loss attributable to noncontrolling interests | (21,492) | (35,948) | (47,619) | (61,976) | (62,190) | (217,645) |
Deemed dividend related to warrants down round provision | 63,539 | 881,598 | (803,140) | |||
Net loss attributable to common stockholders | $ (9,897,612) | $ (17,163,526) | $ (19,563,588) | $ (19,046,801) | $ (29,886,851) | $ 56,770 |
Net loss per share: | ||||||
Net loss per share attributable to common stockholders, basic and diluted | $ (5.13) | $ (14.15) | $ (11.74) | $ (20.31) | $ (29.64) | $ 0.07 |
Weighted average common shares outstanding, basic and diluted | 1,928,727 | 1,212,791 | 1,666,253 | 937,764 | 1,008,227 | 788,437 |
Net income (loss) per diluted share: | ||||||
Net income (loss) per share attributable to common stockholders, diluted | $ (29.64) | $ 0.07 | ||||
Weighted average common shares outstanding, diluted | 1,008,227 | 825,370 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Previously Reported [Member] Common Stock [Member] | Previously Reported [Member] Additional Paid-in Capital [Member] | Previously Reported [Member] Retained Earnings [Member] | Previously Reported [Member] Noncontrolling Interest [Member] | Previously Reported [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 300 | $ 49,338,935 | $ (56,015,486) | $ (6,676,251) | ||||||
Beginning balance, shares at Dec. 31, 2018 | 11,973,258 | |||||||||
Retroactive application of recapitalization, shares | (11,184,821) | |||||||||
Ending balance, value at Dec. 31, 2019 | $ 300 | $ 49,517,614 | $ (55,958,716) | $ (217,625) | $ (6,658,427) | $ 80 | 49,339,155 | (56,015,486) | (6,676,251) | |
Ending balance, shares at Dec. 31, 2019 | 11,973,258 | 788,437 | ||||||||
Retroactive application of recapitalization | $ (220) | $ 220 | ||||||||
Retroactive application of recapitalization, shares | (11,184,821) | |||||||||
Stock-based compensation | 178,679 | 178,679 | ||||||||
Contribution from noncontrolling interest | 20 | 20 | ||||||||
Net loss | 56,770 | (217,645) | (160,875) | |||||||
Ending balance, value at Dec. 31, 2020 | $ 80 | 49,517,834 | (55,958,716) | (217,625) | (6,658,427) | |||||
Ending balance, shares at Dec. 31, 2020 | 788,437 | |||||||||
Stock-based compensation | 105,026 | 105,026 | ||||||||
Net loss | (19,046,801) | (61,976) | (19,108,777) | |||||||
Exercise of stock options | $ 1 | 262,861 | 262,862 | |||||||
Exercise of stock options, shares | 14,241 | |||||||||
Conversions of convertible notes | $ 7 | 5,696,696 | 5,696,703 | |||||||
Conversions of convertible notes, shares | 67,899 | |||||||||
Issuance of common stock for business combination, net of transaction costs | $ 34 | 7,695,230 | 7,695,264 | |||||||
Issuance of common stock for business combination, net of transaction costs, shares | 342,214 | |||||||||
Issuance of warrants | 11,565,472 | 11,565,472 | ||||||||
Warrants modification | 56,590 | 56,590 | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 122 | 74,899,709 | (75,005,517) | (279,601) | (385,287) | |||||
Ending balance, shares at Sep. 30, 2021 | 1,212,791 | |||||||||
Beginning balance, value at Dec. 31, 2020 | $ 80 | 49,517,834 | (55,958,716) | (217,625) | (6,658,427) | |||||
Beginning balance, shares at Dec. 31, 2020 | 788,437 | |||||||||
Stock-based compensation | 121,764 | 121,764 | ||||||||
Net loss | (29,083,711) | (62,190) | (29,145,901) | |||||||
Exercise of stock options | $ 1 | 262,861 | $ 262,862 | |||||||
Exercise of stock options, shares | 14,241 | 12,242 | ||||||||
Conversions of convertible notes | $ 7 | 5,696,696 | $ 5,696,703 | |||||||
Conversions of convertible notes, shares | 67,899 | |||||||||
Conversion of convertible notes | $ 2 | 2,247,613 | 2,247,615 | |||||||
Convertible Notes, shares | 19,369 | |||||||||
Issuance of common stock for business combination, net of transaction costs | $ 34 | 7,695,230 | 7,695,264 | |||||||
Issuance of common stock for business combination, net of transaction costs, shares | 342,214 | |||||||||
Issuance of warrants | 11,565,472 | 11,565,472 | ||||||||
Warrants modification | 56,590 | 56,590 | ||||||||
Deemed dividend related to warrants down round provision | 803,140 | (803,140) | ||||||||
Ending balance, value at Dec. 31, 2021 | $ 124 | 77,967,200 | (85,845,567) | (279,815) | (8,158,058) | |||||
Ending balance, shares at Dec. 31, 2021 | 1,232,160 | |||||||||
Beginning balance, value at Jun. 30, 2021 | $ 122 | 63,252,814 | (57,841,991) | (243,653) | 5,167,292 | |||||
Beginning balance, shares at Jun. 30, 2021 | 1,212,791 | |||||||||
Stock-based compensation | 24,833 | 24,833 | ||||||||
Net loss | (17,163,526) | (35,948) | (17,199,474) | |||||||
Issuance of warrants | 11,565,472 | 11,565,472 | ||||||||
Warrants modification | 56,590 | 56,590 | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 122 | 74,899,709 | (75,005,517) | (279,601) | (385,287) | |||||
Ending balance, shares at Sep. 30, 2021 | 1,212,791 | |||||||||
Beginning balance, value at Dec. 31, 2021 | $ 124 | 77,967,200 | (85,845,567) | (279,815) | (8,158,058) | |||||
Beginning balance, shares at Dec. 31, 2021 | 1,232,160 | |||||||||
Stock-based compensation | 2,543,388 | 2,543,388 | ||||||||
Net loss | (18,681,990) | (47,619) | $ (18,729,609) | |||||||
Exercise of stock options, shares | ||||||||||
Conversions of convertible notes | $ 93 | 17,868,004 | $ 17,868,097 | |||||||
Conversions of convertible notes, shares | 937,924 | |||||||||
Deemed dividend related to warrants down round provision | 881,598 | (881,598) | ||||||||
Settlement of restricted stock units | $ 4 | (4) | ||||||||
Settlement of restricted stock units, shares | 34,867 | |||||||||
Consultant compensation | 54,250 | 54,250 | ||||||||
Consultant compensation, shares | 2,507 | |||||||||
Ending balance, value at Sep. 30, 2022 | $ 221 | 99,314,436 | (105,409,155) | (327,434) | (6,421,932) | |||||
Ending balance, shares at Sep. 30, 2022 | 2,207,458 | |||||||||
Beginning balance, value at Jun. 30, 2022 | $ 178 | 95,019,729 | (95,511,543) | (305,942) | (797,578) | |||||
Beginning balance, shares at Jun. 30, 2022 | 1,776,520 | |||||||||
Stock-based compensation | 157,148 | 157,148 | ||||||||
Net loss | (9,834,073) | (21,492) | (9,855,565) | |||||||
Conversions of convertible notes | $ 43 | 4,074,020 | 4,074,063 | |||||||
Conversions of convertible notes, shares | 428,438 | |||||||||
Deemed dividend related to warrants down round provision | 63,539 | (63,539) | ||||||||
Settlement of restricted stock units | ||||||||||
Settlement of restricted stock units, shares | 2,500 | |||||||||
Ending balance, value at Sep. 30, 2022 | $ 221 | $ 99,314,436 | $ (105,409,155) | $ (327,434) | $ (6,421,932) | |||||
Ending balance, shares at Sep. 30, 2022 | 2,207,458 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (18,729,609) | $ (19,108,777) | $ (29,145,901) | $ (160,875) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 151 | 151 | 201 | |
Gain on sale of asset | (4,500) | |||
Accrued interest | 57,536 | 336,851 | 349,339 | 381,886 |
Accretion of discounts on promissory notes | 945,969 | 945,969 | 613,610 | |
Change in fair value of derivative liabilities | (673,314) | (673,314) | (2,447,908) | |
Change in fair value of convertible debt | 2,993,060 | |||
Loss on extinguishment of debt | 347,566 | 347,566 | ||
Stock-based compensation | 855,160 | 105,026 | 121,764 | 178,679 |
Issuance of liability classified warrants | 3,737,371 | 620,718 | 1,865,403 | |
Change in fair value of liability classified warrants | (5,626,130) | 1,438,186 | ||
Loss on issuance of convertible notes | 3,609,944 | |||
Change in fair value of convertible notes | (6,169,929) | (1,071,099) | ||
Issuance of warrants for share subscription facility | 11,565,472 | 11,565,472 | ||
Commitment fee for share subscription facility | 1,124,292 | 1,124,289 | ||
Warrant modification | 56,590 | 56,590 | ||
Lease cost | (63) | (1,838) | (1,808) | 1,962 |
Loss on debt conversions | 4,000,155 | |||
Issuance costs for convertible notes | 946,085 | 800,158 | 1,920,158 | |
Debt conversion expense | 154,391 | |||
Changes in operating assets and liabilities: | ||||
Unbilled receivable | 300,908 | (86,867) | (441,721) | 173,552 |
Prepaid expenses and other assets | 475,499 | (683,492) | (1,616,019) | (25,401) |
Accounts payable | 984,410 | (1,252,740) | (1,423,494) | 1,183,820 |
Accrued expenses and other liabilities | 971,344 | 2,500,970 | 2,177,742 | (1,146,868) |
Net cash used in operating activities | (14,591,819) | (4,474,364) | (8,242,177) | (1,247,342) |
Cash flows from investing activities: | ||||
Proceeds from sale of asset | 4,500 | |||
Net cash provided by investing activities | 4,500 | |||
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible notes, net | 7,533,915 | 4,549,842 | 14,029,842 | 1,000,000 |
Proceeds from issuance of promissory notes to related parties | 350,000 | 350,000 | 100,000 | |
Repayment of promissory notes | (467,774) | (467,774) | ||
Proceeds from exercise of stock options | 262,862 | 262,862 | ||
Repayments of convertible notes | (265,812) | |||
Proceeds from issuance of common stock for business combination, net of transaction costs | 6,626,312 | 6,626,312 | ||
Repayment of financed insurance premiums | (442,439) | (195,420) | (488,543) | |
Contribution from noncontrolling interests | 20 | |||
Net cash (used in) provided by financing activities | 6,825,664 | 11,125,822 | 20,312,699 | 1,100,020 |
Increase in cash and cash equivalents | (7,761,655) | 6,651,458 | 12,070,522 | (147,322) |
Cash and cash equivalents beginning of period | 12,264,736 | 194,214 | 194,214 | 341,536 |
Cash and cash equivalents end of period | 4,503,081 | 6,845,672 | 12,264,736 | 194,214 |
Supplemental cash flow information: | ||||
Income tax payments | 1,600 | 1,600 | 1,600 | 1,600 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Fair value of derivative liability at issuance | 3,052 | 471,758 | ||
Settlement of convertible notes into common stock | 5,696,703 | |||
Conversion of 2021 Notes | 2,093,224 | |||
Stock-based compensation | 1,742,478 | |||
Conversions of convertible notes and accrued interest into common stock | 13,879,535 | 5,696,703 | ||
Payable to related parties | 800,000 | |||
Net assets acquired in business combination | 1,068,950 | 1,068,950 | ||
Financed insurance premiums | 399,949 | 867,300 | 867,300 | |
Share subscription facility transaction costs | 12,689,764 | 12,689,764 | ||
Deemed dividend related to warrants down round provision | $ 881,598 | $ 803,140 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Ensysce Biosciences, Inc. (“Ensysce”), along with its subsidiary, EBIR, Inc. (“EBIR”, formerly Covistat, Inc.) and its wholly-owned subsidiaries EBI Operating, Inc. and EBI OpCo, Inc. (collectively, the “Company”), is a clinical-stage biotech company using its two novel proprietary technology platforms to develop safer prescription drugs. The primary focus of the Company is developing abuse and overdose resistant pain drugs, with a clinical stage program for 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, LACQ entered into the Merger Agreement with Former Ensysce and Merger Sub. Pursuant to the Merger Agreement, on June 30, 2021 (the “Closing Date”), Merger Sub was merged with and into Former Ensysce, with Former Ensysce surviving the merger (“Merger”). In connection with the closing of the Business Combination on the Closing Date (the “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 On the 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 Closing. Unless the context otherwise requires, references to “LACQ” refer to Leisure Acquisition Corp., a Delaware corporation, prior to the 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 Closing) were converted into the right to receive shares of Ensysce at an exchange ratio of 0.06585 71.8 In June 2020, the Company commenced an initiative to develop a therapeutic for the treatment of certain coronavirus infections through the formation of a separate entity, Covistat, Inc., a Delaware corporation. Pursuant to the articles of incorporation, Covistat was authorized to issue 1,000,000 0.001 100,000 0.001 79.2 19.8 1.0 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. | ORGANIZATION AND PRINCIPAL ACTIVITIES Ensysce Biosciences, Inc. (“Ensysce”), along with its subsidiary, Covistat Inc. (“Covistat”) and its wholly owned subsidiaries EBI Operating, Inc. and EBI OpCo. Inc. (collectively, the “Company”), is engaged in the development of drug delivery platforms targeting pain and cancer markets. The primary focus of the Company is its 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 “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 Closing Date (the “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 On the 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 Closing. Unless the context otherwise requires, references to “LACQ” refer to Leisure Acquisition Corp., a Delaware corporation, prior to the 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 Closing) were converted into the right to receive shares of Ensysce at an exchange ratio of 0.06585 71.8 In June 2020, the Company commenced an initiative to develop a therapeutic for the treatment of certain coronavirus infections through the formation of a separate entity, Covistat, Inc., a Delaware corporation. Pursuant to the articles of incorporation, Covistat was authorized to issue 1,000,000 0.001 100,000 0.001 79.2 19.8 1.0 In 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BASIS OF PRESENTATION | NOTE 2 - BASIS OF PRESENTATION The consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the 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 nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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, 2021, which may be found in the Company’s Form 10-K filed with the SEC on March 31, 2022. Reverse Stock Split In October 2022, the Company completed a 1-for-20 reverse split of its outstanding common stock. All references in these consolidated financial statements to shares and per share amounts in all periods have been retroactively restated to reflect the split (see Note 11). Business Combination The Business Combination 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 1.1 0.06585 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 had an accumulated deficit of $ 105.4 In December 2020, the Company executed the GEM Agreement. Under the agreement, the investor agreed to provide the Company with a share subscription facility of up to $ 60.0 55,306 200.20 1.2 0.8 million 0.4 million 0.8 million 0.4 million In September 2021, the Company entered into a $ 15.9 8.48 The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. | NOTE 2 - BASIS OF PRESENTATION The 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. Reverse Stock Split In October 2022, the Company completed a 1-for-20 reverse split Business Combination The Business Combination 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 consolidated 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 Closing, the 2020 convertible notes were amended to provide for automatic conversion of the outstanding principal and interest into shares of common stock of Ensysce. The Company had recorded $ 1.2 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 had an accumulated deficit of $ 85.8 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. 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. Concurrent with the public listing of the Company’s shares, the Company issued to the investor 55,306 warrants with a five-year term to purchase common stock of Ensysce at an exercise price of $ 200.20 per share (Notes 3 and 8), subject to a down round feature that would adjust the exercise price if other shares are issued below $ 200.20 per share. 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements In September 2021, the Company entered into a $ 15.9 million convertible note financing agreement with institutional investors (the “2021 Notes”). The financing provided for two closings, the first closed in September for $ 5.3 million and the second closed in November for $ 10.6 million. (See Note 7 for additional information.) The agreement limits the Company’s ability to execute certain debt and equity financings, including its existing $ 60.0 million share subscription facility, while the convertible notes are outstanding. Without the availability of proceeds through the share subscription facility, existing cash resources are not sufficient to fund current planned operations. While the Company believes in the viability of its strategy to ultimately realize revenues and in its ability to raise additional funds, management cannot be certain that additional funding will be available on acceptable terms, or at all. The Company’s ability to continue as a going concern is dependent upon its ability to obtain adequate financing and achieve profitable operations. As a result, these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months following the date these consolidated financial statements were issued. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
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, warrants, options to purchase the Company’s common stock, and the 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. No 50 151 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 nine months ended September 30, 2022 and 2021. 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. 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. As of September 30, 2022 and December 31, 2021, 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. 2021 Notes In 2021 the Company issued convertible notes with a face value of $ 15.9 2022 Notes In July 2022 the Company issued convertible notes with a face value of $ 8.5 Distinguishing Liabilities from Equity, Warrants In 2021 the Company issued liability classified warrants in connection with the issuance of the 2021 Notes. In 2022 the Company issued liability classified warrants in connection with the issuance of the 2022 Notes. The warrants were liability classified due to certain cash settlement features and included in “Other long-term liabilities” on the consolidated balance sheets. The Company uses a Black Scholes model to estimate the fair value of the warrants. Changes in the fair value of the warrants are recognized in other income (expense) for each reporting period. Refer to Note 8 for details of the warrants. The following tables present assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheet as of September 30, 2022 and December 31, 2021. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Total Level 1 Level 2 Level 3 September 30, 2022 Total Level 1 Level 2 Level 3 Fair value of convertible notes $ 8,586,102 $ - $ - $ 8,586,102 Liability classified warrants 1,414,829 - - 1,414,829 Total $ 10,000,931 $ - $ - $ 10,000,931 Total Level 1 Level 2 Level 3 December 31, 2021 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 16,799,837 $ - $ - $ 16,799,837 Liability classified warrants 3,303,588 - - 3,303,588 Total $ 20,103,425 $ - $ - $ 20,103,425 The following table summarizes the change in fair value of the Company’s Level 3 assets and liabilities: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 Total Convertible notes Liability classified warrants Fair value, December 31, 2021 $ 20,103,425 $ 16,799,837 $ 3,303,588 Additions, net 12,217,371 8,480,000 3,737,371 Conversions (14,133,750 ) (14,133,750 ) - Change in fair value (8,186,115 ) (2,559,985 ) (5,626,130 ) Fair value, September 30, 2022 $ 10,000,931 $ 8,586,102 $ 1,414,829 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 3.2 2.2 1.1 5.1 2.1 3.0 2.8 2.8 10.8 In September 2019, the NIH/National Institute on Drug Abuse awarded the Company a research and development grant related to the development of its TAAP/MPAR TM 5.4 The Company recognizes revenue when costs related to the grants are incurred. The Company believes this policy is consistent with the overarching premise in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers The revenue recognized under the MPAR Grant and OUD Grant was as follows: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three Months Ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 MPAR $ 206,290 $ 1,119,312 $ 710,761 $ 1,246,424 OUD 73,061 81,504 379,159 649,483 Total $ 279,351 $ 1,200,816 $ 1,089,920 $ 1,895,907 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. Immaterial Correction of an Error Adjusted in Prior Quarter In August 2022, the Company concluded that due to an error in the measurement of the unbilled receivable and the associated grant revenue as of December 31, 2021, and March 31, 2022, the June 30, 2022, balance sheet would be adjusted. The change resulted in a decrease in the balance of the unbilled receivable of $ 214,308 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 and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and determined it was not necessary to recall its previously issued consolidated financial statements as the errors did not materially misstate any previously issued consolidated financial statements and the correction of the error in the current fiscal year is also not material. The Company looked at both quantitative and qualitative characteristics of the required corrections in making the determination. 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 nine months ended September 30, 2022 and 2021, stock-based compensation costs are recorded in general and administrative expenses and research and development expenses in the consolidated statements of operations. From time-to-time equity classified awards may be modified. On the modification date, the Company estimates the fair value of the awards immediately before and immediately after modification. The incremental increase in fair value is recognized as expense immediately to the extent the underlying equity awards are vested and over the same remaining amortization schedule as the unvested underlying equity awards. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Earnings per Share 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 period. The diluted earnings per share is calculated by dividing the Company’s net earnings attributable to common stockholders by the diluted weighted average number of common shares outstanding during the period, determined using the treasury stock method and the average stock price during the period. A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows: SCHEDULE OF EARNINGS PER SHARE RECONCILIATION 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (9,897,612 ) $ (17,163,526 ) $ (19,563,588 ) $ (19,046,801 ) Denominator: Weighted average shares outstanding, basic and diluted 1,928,727 1,212,791 1,666,253 937,764 Net loss per share attributable to common stockholders, basic and diluted $ (5.13 ) $ (14.15 ) $ (11.74 ) $ (20.31 ) 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 ANTI-DILUTIVE SECURITIES 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 350,995 222,203 328,538 225,833 Warrants 1,421,306 1,000,953 1,177,247 335,531 Total 1,772,301 1,223,156 1,505,785 561,364 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. On January 1, 2022, the Company adopted ASU 2019-12 and the adoption did not have a significant impact 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. In May 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (A Consensus of the FASB Emerging Issues Task Force (the “EITF”)) – to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. Under the amendments, an issuer should measure the effect of a modification as the difference between the fair value of the modified warrant and the fair value of that warrant immediately before modification. The EITF concluded that the recognition of the modification depends on the nature of the transaction in which a warrant is modified. If there is more than one element in a transaction (for example, if the modification involves both a debt modification and an equity issuance), then the guidance requires the issuer to allocate the effect of the option modification to each element. On January 1, 2022, the Company adopted ASU 2021-04 and the adoption did not have a significant impact on the consolidated financial statements. | 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 estimated fair values of common stock, warrants and options to purchase the Company’s common stock, and convertible 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 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 $ 151 201 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 year ended December 31, 2021 and 2020. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine whether such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract and the features of the derivatives. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s consolidated balance sheet. 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 were recognized at the value of proceeds received after allocating issuance proceeds to the bifurcated contingent put option. The notes were 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 was 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 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. As of December 31, 2021 and 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. 2021 Notes On September 24 and November 5, 2021, the Company issued convertible notes with a face value of $ 5.3 million and $ 10.6 million, respectively. The Company elected the fair value option to account for the convertible notes as it believes the fair value option provides users of the financial statements with greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the common stock underlying the conversion option and redemption feature. The fair value estimate of the 2021 Notes was based on a discounted cash flow model and a Monte Carlo model, which represent Level 3 measurements. Significant assumptions include the discount rate used in the discounted cash flow model and the expected premium for conversion used in the Monte Carlo model. Changes in the fair value of the notes are recognized in other income (expense) for each reporting period. Refer to Note 7 for details of the terms and conditions of the 2021 Notes. Convertible Notes Pre Business Combination (Contingent Put Option) The carrying value of outstanding notes payable at December 31, 2020 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 allowed for 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 was 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 Warrants On September 24 and November 5, 2021, the Company issued liability classified warrants in connection with the issuance of the 2021 Notes. The warrants were liability classified due to certain cash settlement features and included in “Other long-term liabilities” on the consolidated balance sheets. The Company uses a Black Scholes model to estimate the fair value of the warrants. Changes in the fair value of the warrants are recognized in other income (expense) for each reporting period. Refer to Note 8. The following tables present assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheet as of December 31, 2021 and 2020. As of December 31, 2021, all contingent put options, associated with the pre-combination convertible notes, were settled upon conversion of the notes at the closing of the Business Combination. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE December 31, 2021 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 16,799,837 $ - $ - $ 16,799,837 Liability classified warrants 3,303,588 3,303,588 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 20,103,425 $ - $ - $ 20,103,425 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 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 assets and liabilities for the year ended December 31, 2021: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 December 31, 2021 Total Contingent put option Convertible note Liability classified warrants Fair value, December 31, 2020 $ 670,262 $ 670,262 $ - $ - Additions 17,768,404 3,052 15,900,000 1,865,352 Conversions (2,093,224 ) - (2,093,224 ) - Change in fair value 3,757,983 (673,314 ) 2,993,061 1,438,236 Fair value, December 31, 2021 $ 20,103,425 $ - $ 16,799,837 $ 3,303,588 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 3.2 2.2 1.1 5.1 2.1 3.0 2.8 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 The Company recognizes revenue when costs related to the grants are incurred. The Company believes this policy is consistent with the overarching premise in Accounting Standards Codification Topic 606, Revenue from Contracts with The revenue recognized under the MPAR Grant and OUD Grant was as follows: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS December 31, 2021 2020 MPAR $ 2,646,579 $ 3,037,234 OUD 884,620 893,975 Total $ 3,531,199 $ 3,931,209 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 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 year ended December 31, 2021 and 2020, stock-based compensation costs are recorded in general and administrative expenses in the consolidated statements of operations. From time-to-time equity classified awards may be modified. On the modification date, the Company estimates the fair value of the awards immediately before and immediately after modification. The incremental increase in fair value is recognized as expense immediately to the extent the underlying equity awards are vested and on a straight-line basis over the same remaining amortization schedule as the unvested underlying equity awards. 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements Earnings per Share The basic earnings per share is calculated by dividing the Company’s net income or loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. The diluted earnings per share is calculated by dividing the Company’s net earnings attributable to common stockholders by the diluted weighted average number of common shares outstanding during the period, determined using the treasury stock method and the average stock price during the period. A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows : SCHEDULE OF EARNINGS PER SHARE RECONCILIATION 2021 2020 December 31, 2021 2020 Numerator: Net income (loss) attributable to common stockholders $ (29,886,851 ) $ 56,770 Denominator: Weighted average shares outstanding, basic 1,008,227 788,437 Weighted average dilutive stock options - 36,933 Weighted average shares outstanding, diluted 1,008,227 825,370 Net income (loss) per share attributable to common stockholders, basic $ (29.64 ) $ 0.07 Net income (loss) per share attributable to common stockholders, diluted $ (29.64 ) $ 0.07 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 ANTI-DILUTIVE SECURITIES December 31, 2021 2020 Stock options 224,915 182,015 Warrants 513,688 988 Total 738,603 183,003 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | ||
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 2021 2020 December 31, 2021 2020 Prepaid research and development $ 2,124,008 $ 112,966 Prepaid insurance 733,234 17,158 Other prepaid expenses 74,173 - Total prepaid expenses and other current assets $ 2,931,415 $ 130,124 | |
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 September 30, December 31, 2022 2021 Prepaid research and development $ 2,323,473 $ 2,124,008 Prepaid insurance 550,634 733,234 Other prepaid expenses 108,964 74,173 Total prepaid expenses and other current assets $ 2,983,071 $ 2,931,415 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
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 September 30, December 31, 2022 2021 Share subscription facility commitment fees $ 400,000 $ 800,000 Accrued research and development 1,186,498 388,997 Bonus accrual 297,224 610,000 Professional fees 203,034 138,086 Accrued scientific advisory board fees 60,032 60,032 Consultant stock compensation expenses - 1,342,479 Other accrued liabilities 89,485 67,939 Total accrued expenses and other liabilities $ 2,236,273 $ 3,407,533 Other long-term liabilities consisted of the following: SCHEDULE OF OTHER LONG-TERM LIABILITIES September 30, December 31, 2022 2021 Share subscription facility commitment fees $ - $ 349,202 Liability classified warrants 1,414,829 3,303,588 Total other long-term liabilities $ 1,414,829 $ 3,652,790 | NOTE 5 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES 2021 2020 December 31, 2021 2020 Share subscription facility commitment fees $ 800,000 $ - Professional fees 138,086 - Accrued research and development 388,997 72,906 Accrued scientific advisory board fees 60,032 60,032 Consultant compensation expenses 1,342,479 - Bonus accrual 610,000 - Deferred grant revenue - 159,047 Other accrued liabilities 67,939 52,807 Total accrued expenses and other liabilities $ 3,407,533 $ 344,792 Other long-term liabilities consisted of the following: SCHEDULE OF OTHER LONG-TERM LIABILITIES 2021 2020 December 31, 2021 2020 Share subscription facility commitment fees $ 349,202 $ - Liability classified warrants 3,303,588 - Total other long-term liabilities $ 3,652,790 $ - Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Purchase Commitments As of September 30, 2022, the Company’s commitments included an estimated $ 25.7 Litigation As of September 30, 2022 and December 31, 2021, there were no pending legal proceedings against the Company that are expected to have a material adverse effect on cash flows, financial condition or results of operations. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. Lease In August 2020, the Company entered into an agreement to lease office space. The original lease commencement date was October 1, 2020 and was subsequently amended to extend the term of the lease through October 31, 2023 with no option to renew. The amendment resulted in a modification of the lease under ASC 842 and the Company remeasured the lease liability as of the amendment date. As of September 30, 2022, the future lease payments totaled $ 35,403 The Company recognized total rent expense of $ 7,939 23,606 11,781 36,058 Compensation Subject to Shareholder Approval In July 2021, the Company engaged two consultants to perform certain public and investor relations services in consideration for warrants to purchase 25,000 125.60 2,500 10,000 one year 50 1,342,479 | NOTE 6 - COMMITMENTS AND CONTINGENCIES Purchase Commitments As of December 31, 2021, the Company’s commitments included an estimated $ 13.0 Litigation As of December 31, 2021 and 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. 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 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 $ 230.00 per share to $ 200.00 per 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 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 filed on August 9, 2021 and amended on September 22, 2021. Lease During part of the year ended December 31, 2020, the Company leased office space on a month-to-month basis. In August 2020, the Company entered into an agreement to lease office space. The lease commencement date was October 1, 2020 and the lease was scheduled to terminate October 31, 2021 with no option to renew. In August 2021, the Company entered into an amendment of the aforementioned lease, whereby the term of the lease was extended through October 31, 2022 with no option to renew. The amendment resulted in a modification of the lease under ASC 842 and the Company remeasured the lease liability as of the amendment date. As of December 31, 2021, the future lease payments totaled $ 24,874 The Company recognized total rent expense of $ 41,418 and $ 36,645 in the years ended December 31, 2021, and 2020, respectively. Compensation Subject to Shareholder Approval In July 2021, the Company engaged two consultants to perform certain public and investor relations services in consideration for warrants to purchase 25,000 shares of common stock with a five-year term and an exercise price of $ 125.60 each, 2,500 shares of common stock each, and 10,000 restricted stock units each. The restricted stock units vest over one year with 50 % of the vesting contingent upon certain market conditions. These equity awards are contingent upon shareholder approval of an amended and restated 2021 Omnibus Plan at a special shareholder meeting in January 2022, whereby the warrants would be replaced by non-qualified stock options with similar terms. As the terms of the awards did not satisfy the grant date criteria for an equity award, as of December 31, 2021, the Company recorded a liability and an expense of $ 1,342,479 (to general and administrative expense on the consolidated statement of operations) to reflect the estimated value of services received during the period. See Note 12 for discussion of the special shareholder meeting in January 2022. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE The following table provides a summary of the Company’s outstanding debt as of September 30, 2022: SCHEDULE OF DEBT Principal balance Accrued interest Fair Value Adjustment Net debt balance 2021 Notes $ 379,695 $ 11,006 $ - $ 390,701 2022 Notes 8,126,667 93,559 (24,825 ) 8,195,401 Financed Insurance 348,780 4,859 - 353,639 Total $ 8,855,142 $ 109,424 $ (24,825 ) $ 8,939,741 The following table provides a summary of the Company’s outstanding debt as of December 31, 2021: Principal balance Accrued interest Fair value adjustment Net debt balance 2021 Notes $ 13,647,341 $ 159,435 $ 2,993,061 $ 16,799,837 Financed Insurance 385,187 4,082 - 389,269 Total $ 14,032,528 $ 163,517 $ 2,993,061 $ 17,189,106 The interest expense recognized for notes payable (excluding the 2021 Notes) was as follows: SCHEDULE OF INTEREST EXPENSE DEBT September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Stated interest accrual $ 4,859 $ 24,660 $ 6,864 $ 251,857 Debt discount amortization - - - 945,969 Total $ 4,859 $ 24,660 $ 6,864 $ 1,197,826 2021 Notes On September 24, 2021, the Company entered into an agreement with institutional investors to issue the 2021 Notes. The agreement provided for two closings: the first closing for $ 5.3 4.6 10.6 9.4 The proceeds of the 2021 Notes shall be used for working capital purposes subject to certain customary restrictions and secured by the Company’s rights to its patents and licenses. The Company may not issue any additional debt or equity without the prior written consent of the holders. The 2021 Notes mature on June 23, 2023 August 4, 2023 5 6 The Company elected to apply the fair value option to the measurement of the 2021 Notes. The total initial fair value of the debt at issuance was $ 15.9 million. The Company recorded total issuance costs of $ 1.9 million representing investment banking and legal fees of $ 1.0 million and original issue discounts of $ 0.9 million. After multiple conversions (at original contract terms and at amended reduced conversion prices) since issuance, the Company reflected the remaining balance due as of September 30, 2022 and recognized a change in fair value of convertible notes of $ 45,329 (loss) for the three-month period then ended and a change in fair value of convertible notes of $ 2.7 million (gain) for the nine-month period ended September 30, 2022 primarily due to reductions in the Company’s stock price. The September 30, 2022 fair value measurement includes the assumption of accrued interest and interest expense (at the stated rate plus an 8 % cash settlement premium) and thus a separate amount is not reflected on the consolidated statements of operations. If presented separately, the amount of interest expense after consideration of the conversions would be $ 39,847 and $ 0.2 The 2021 Notes may be converted into the Company’s common stock at the option of the holder in whole or in part at the conversion price of $ 117.40 beneficial ownership limitation of 4.99% At the Company’s option, the Company may redeem some or all of the then-outstanding principal amount of the 2021 Notes for cash in an amount equal to 100% of the principal to be redeemed, plus accrued but unpaid interest, plus all other amounts due with respect to the 2021 Notes. Beginning January 1, 2022 for the First Closing, and February 1, 2022 for the Second Closing, and the first of each subsequent month, terminating upon the full redemption of the 2021 Notes (each a “Monthly Redemption Date”), the Company shall redeem the Monthly Redemption Amount (defined below), payable in cash or shares. The number of shares to be settled shall be based on a conversion price equal to the lesser of (a) $ 117.40 92 15.60 15.60 265,812 The Monthly Redemption Amount is defined as 1/18 th If, at any time while the 2021 Notes are outstanding, the Company carries out one or more capital raises in excess of $ 5.0 20 The following table provides a summary of the Company’s 2021 note conversions during the nine-month period ending September 30, 2022: SCHEDULE OF CONVERSION DEBT Three Months Ended Shares Weighted Average Conversion Value March 31, 2022 235,428 $ 27.07 $ 6,372,700 June 30, 2022 274,058 $ 17.61 4,826,053 September 30, 2022 339,854 $ 6.84 2,323,081 Total 849,340 $ 13,521,834 On August 8, 2022, the parties agreed to modify the conversion price of the remaining 2021 Notes from $ 15.60 7.00 7.00 4.60 1.4 4.0 million 1.0 2022 Notes On June 30, 2022, the Company entered into an $ 8.0 4.24 4.0 On the issuance date, the Company assessed the probability of the potential settlement scenarios under the terms of the 2022 Notes and determined that the predominant settlement feature of the 2022 Notes was the redemption feature into shares of the Company’s common stock issuable at the lower of the conversion price or 92% of the average of the three lowest VWAPs in the 10 trading days immediately preceding the redemption date. As the predominant settlement feature of the 2022 Notes is to settle a fixed monetary amount into a variable number of shares, the 2022 Notes fell within the scope of ASC 480. Accordingly, the Company determined that the 2022 Notes should be recorded at estimated fair value on its issuance date and adjusted to its estimated fair value as of each reporting date with the change in estimated fair value recorded as a component other income (expense) in the Company’s consolidated statements of operations. The Company recorded the 2022 Notes at an initial fair value of $ 12.06 3.6 1.1 6% 0.5 0.6 3.5 The September 30, 2022 fair value measurement includes the assumption of accrued interest and interest expense (at the stated rate plus an 8% cash settlement premium) and thus a separate amount is not reflected on the consolidated statements of operations. If presented separately, the amount of interest expense after consideration of the conversions would be $ 0.1 The 2022 Notes are convertible into common stock, at a per share conversion price equal to $ 10.90 10 th The Company may elect to pay all or part of the redemption amount in cash with a premium of eight percent or in conversion shares of common stock based on a conversion price equal to the lesser of (i) the conversion price and (ii) 92% of the average of the three lowest VWAPs (as defined) during the ten consecutive trading days ending on the trading day that is immediately prior to the applicable redemption date, but in no event may the Company pay the redemption amount in conversion shares of common stock unless the conversion price is at least equal to $2.006 and the Company has been in compliance with customary requirements under the agreement, unless waived in writing by the holder. In connection with each of the first and second closings of the 2022 Notes the Company also issued warrants to purchase 233,395 14.17 30 five 15.60 The proceeds of the 2022 Notes will be used for working capital purposes subject to certain customary restrictions are secured by the Company’s rights to its patents and licenses. The Company is restricted from issuing certain additional debt or equity without the prior written consent of the holders for certain specified periods set forth in the 2022 Notes. If, at any time while the 2022 Notes are outstanding, the Company carries out one or more capital raises in excess of $ 5.0 20 The 2022 Notes mature on December 29, 2023 February 7, 2024 6 6 The following table provides a summary of the Company’s 2022 Notes conversions during the nine-month period ending September 30, 2022: SCHEDULE OF CONVERSION DEBT Three Months Ended Shares Weighted Average Conversion Price Conversion Value September 30, 2022 88,584 $ 4.04 $ 357,701 Total 88,584 $ 357,701 Financed insurance premiums During year ended December 31, 2021, the Company financed its directors’ and officers’ liability insurance in the amount of $ 0.9 0.4 4,589 6,684 | NOTE 7 - NOTES PAYABLE The following table provides a summary of the Company’s outstanding debt as of December 31, 2021: SCHEDULE OF DEBT Principal balance Accrued interest Fair value adjustment Net debt balance 2021 Notes $ 13,647,341 $ 159,435 $ 2,993,061 $ 16,799,837 Financed insurance 385,187 4,082 - 389,269 Total $ 14,032,528 $ 163,517 $ 2,993,061 $ 17,189,106 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 (excluding the 2021 Notes) was as follows: SCHEDULE OF INTEREST EXPENSE DEBT 2021 2020 December 31, 2021 2020 Stated interest accrual $ 251,857 $ 381,886 Debt discount accretion 945,969 613,610 Total $ 1,197,826 $ 995,496 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 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 $ 5.00 per share or the then-current Enterprise Value per share (the “automatic conversion option”). Enterprise Value per Share is defined as market capitalization, debt and preferred stock less cash and cash equivalents divided by the common stock of Ensysce on the measurement date, not to exceed $ 55 million. The Company assessed whether the automatic conversion option should be accounted for separately from the debt host and concluded that as the common shares of Ensysce are currently not publicly traded and thus are not considered readily convertible to cash, the automatic conversion option cannot be net settled. Further, the conversion price of the promissory notes exceeded the per share fair value of Ensysce’s common stock on each issuance date and, consequently, no beneficial conversion feature exists. The 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 The notes were converted into common stock in June 2021. 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 2020 Promissory Notes Payable During the year ended December 31, 2020, the Company received financing totaling $ 100,000 10 2021 Convertible Note Payable In January 2021, the Company received financing totaling $ 50,000 10 January 28, 2023 80 10.0 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 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 note 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 and is recorded in other income (expense), net. 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 CONVERSION OF NOTES Immediately prior to merger Note series Principal Interest Net carrying value of debt converted Shares of common stock issued Outstanding debt, June 30, 2021 2015 Convertible Note $ 100,000 $ 31,151 $ 131,151 756 $ - 2018 Convertible Notes 3,500,000 901,466 4,401,466 62,992 - 2020 Convertible Notes 700,000 64,438 764,438 3,850 - 2021 Convertible Note 50,000 2,082 52,082 301 - Total $ 4,350,000 $ 999,137 $ 5,349,137 67,899 $ - September 2021 Convertible Notes Payable On September 24, 2021, the Company entered into an agreement with institutional investors to issue the 2021 Notes. The agreement provides for two closings: the first closing for $ 5.3 million (resulting in net proceeds of $ 4.6 million) which closed on September 24, 2021 (the “First Closing”). The second closing for $ 10.6 million (resulting in net proceeds of $ 9.4 million) which closed on November 5, 2021 (the “Second Closing”). The proceeds of the sale of the securities shall be used for working capital purposes subject to certain customary restrictions and secured by the Company’s rights to its patents and licenses. The Company may not issue any additional debt or equity without the prior written consent of the holders. The 2021 Notes mature on June 23, 2023 for the first closing, and August 4, 2023 for the second closing. The notes bear interest at a rate of 5 % per annum, in addition to an original issue discount of 6 %. The interest may be settled in cash or shares at the option of the Company and is payable together with monthly redemptions of the outstanding principal amount of the debt. The Company elected to apply the fair value option to the measurement of the 2021 Notes. The total initial fair value of the debt at issuance was $ 15.9 million. The Company recorded total issuance costs of $ 1,920,158 , representing investment banking and legal fees of $ 1,020,158 and original issue discounts of $ 900,000 . After several conversions occurring prior to year-end (discussed below), the Company remeasured the fair value as of December 31, 2021 and recognized an expense of $ 3.0 million as the fair value of the 2021 Notes had increased to $ 16.8 million due to an increase in the value of the conversion option resulting from a decrease in the price of the Company’s common stock. The December 31, 2021 fair value measurement includes the assumption of accrued interest and interest expense (at the stated rate plus an 8 % cash settlement premium) and thus a separate amount is not reflected on the consolidated statements of operations. If presented separately, the total amount of interest expense (after consideration of the conversions) at December 31, 2021 would be $ 163,770 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements The 2021 Notes may be converted into the Company’s common stock at the option of the holder in whole or in part at the conversion price of $ 117.40 subject to a beneficial ownership limitation of 4.99% (subject to adjustment). The Company must reserve sufficient shares of authorized common stock to effect the conversion of the 2021 Notes and payment of interest. The shares were registered for public resale under a registration statement. On December 23, 2021 the Company issued 12,777 shares of common stock in repayment of $ 1.5 million, the shares issued at the stated conversion price of $ 117.40 On December 27, 2021, the Company issued a Letter of Agreement amending the Securities Purchase Agreement to allow for conversion of the outstanding notes at an exercise price of $ 90.00 per share of the Company’s common stock for fourteen trading days, commencing December 28, 2021 and ending January 14, 2022. Following this period, the initial conversion price of $ 117.40 was restored. On December 28, 2021 holders delivered separate notices of conversion for a total of $ 593,224 of principal in exchange for shares based on the amended conversion price of $ 90.00 The Company recorded an inducement expense equal to the excess fair value (utilizing the Company policy for conversions of average of the high and low share prices of the day) of the consideration transferred above the securities that would have been issued under the original conversion terms. The total debt conversion expense was $ 154,391 and is reflected in other income (expense), net. At the Company’s option, the Company may redeem some or all of the then-outstanding principal amount of the 2021 Notes for cash in an amount equal to 100% of the principal to be redeemed, plus accrued but unpaid interest, plus all other amounts due with respect to the 2021 Notes. Beginning January 1, 2022 for the First Closing, and February 1, 2022 for the Second Closing, and the first of each subsequent month, terminating upon the full redemption of the 2021 Notes (each a “Monthly Redemption Date”), the Company shall redeem the Monthly Redemption Amount (defined below), payable in cash or shares. The number of shares to be settled shall be based on a conversion price equal to the lesser of (a) $ 117.40 92 of the average of the three lowest volume-weighted average prices (“VWAP”) during the 10 consecutive trading days prior to the applicable Monthly Redemption Date. The Company may not pay the Monthly Redemption Amount in shares unless the applicable conversion price is greater than or equal to 15.60 and the Company has been in compliance with customary requirements under the agreement, unless waived in writing by the holder. The Monthly Redemption Amount is defined as 1/18 th If, at any time while the 2021 Notes are outstanding, the Company carries out one or more capital raises in excess of $ 5.0 million, the holder has the right to require the Company to use up to 20 % of the gross proceeds of such transaction to redeem all or a portion of the convertible notes for an amount in cash equal to the cash Mandatory Redemption Amount (i.e., 108% of outstanding principal and unpaid interest). Financed Insurance Premiums During year ended December 31, 2021, the Company financed its directors and officers’ liability insurance in the amount of $ 867,300 , of which $ 389,269 remains outstanding at December 31, 2021. The Company will pay a total of $ 12,078 in interest from inception through April 2022 when the note will be paid in full. The Company expensed $ 10,513 of interest for the year ended December 31, 2021. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
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 1,500,000 0.0001 250,000,000 no Common Stock On June 30, 2021, in connection with the Closing, the following common stock activity occurred: ● 802,679 ● 310,963 ● 67,899 5.8 ● 988 ● 25,000 ● 6,250 Warrants On September 30, 2022, outstanding warrants to purchase shares of common stock are as follows: SCHEDULE OF OUTSTANDING WARRANT Reference Shares Underlying Outstanding Warrants Exercise Price Description Classification (a) 945,063 $ 200.00 230.00 LACQ warrants Equity (b) 55,306 $ 4.04 Share subscription facility Equity (c) 18,058 $ 15.60 2021 Notes Liability (d) 36,116 $ 15.60 2021 Notes Liability (e) 233,394 $ 14.17 2022 Notes Liability (f) 233,394 $ 14.17 2022 Notes Liability 1,521,331 a) On June 30, 2021, as a result of the closing of the Business Combination, the Company assumed a total of 945,063 200.00 230.00 June 30, 2026 500,000 445,063 On August 3, 2021, the Company entered into an agreement with an existing warrant holder to reduce the exercise price of 25,000 230.00 200.00 56,590 b) On July 2, 2021, upon public listing of the Company’s shares, the Company issued 55,306 three 200.20 289.80 11.6 On December 28, 2021, January 3, 2022, February 1, 2022, March 1, 2022, May 2, 2022,June 1, 2022, July 1, 2022, August 10, 2022, September 20, 2022 and September 29, 2022 the exercise price of the warrants adjusted to $ 90.00 56.60 31.60 19.20 18.80 9.20 8.00 7.00 4.60 4.00 c) On September 24, 2021, the Company issued 18,058 152.60 September 23, 2026 15.60 d) On November 5, 2021, the Company issued 36,116 152.60 November 4, 2026 15.60 e) On July 1, 2022, the Company issued 233,394 14.17 June 29, 2027 f) On August 9, 2022, the Company issued 233,394 14.17 August 8, 2027 The fair value of each warrant issued has been determined using the Black-Scholes option-pricing model. The material assumptions used in the Black-Scholes model in estimating the fair value of the warrants issued for the periods presented were as follows: SCHEDULE OF WARRANTS FAIR VALUE ESTIMATION ASSUMPTIONS (a) LACQ (b) Share (b) Share Stock price $ 289.80 $289.80 $ 4.80 85.80 Exercise price $ 200.00 230.00 $200.20 $ 4.00 90.00 Expected term (years) 3.00 3.00 1.76 2.49 Volatility 110.0 % 110.0 108.2 125.3 Risk free rate 0.5 % 0.5 1.0 4.2 (c) Liability (c) Liability (d) Liability (d) Liability Stock price $ 89.80 $ 4.30 $ 45.00 $ 4.30 Exercise price $ 152.60 $ 15.60 $ 152.60 $ 15.60 Expected term (years) 5.00 4.00 5.00 4.10 Volatility 94.1 % 116.1 % 94.1 % 114.9 % Risk free rate 1.0 % 4.1 % 1.0 % 4.1 % (e) Liability (e) Liability (f) Liability (f) Liability Stock price $ 11.40 $ 4.40 $ 10.60 $ 4.40 Exercise price $ 14.20 $ 14.20 $ 14.20 $ 14.20 Expected term (years) 5.00 4.75 5.00 4.86 Volatility 98.9 % 109.4 % 102.8 % 108.3 % Risk free rate 2.9 % 4.1 % 3.0 % 4.1 % | 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 1,500,000 0.0001 no Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements Common Stock On June 30, 2021, in connection with the Business Combination, the following common stock activity occurred: ● 802,679 shares of common stock were issued to holders of Former Ensysce common stock. ● 310,963 shares of common stock outstanding were assumed by the Company. ● 67,899 shares of common stock were issued in settlement of $ 5.8 million of convertible debt. ● 988 shares of restricted common stock were issued in exchange for previously outstanding warrants to purchase Former Ensysce common stock. ● 25,000 shares of common stock were issued in settlement of a termination agreement with a strategic advisor dated January 2021. ● 6,250 shares of common stock were issued in settlement of deferred underwriting costs. Warrants In February 2013, the Company issued 659 warrants to purchase common stock, with a ten-year life and an exercise price of $ 124.60 per share. In August 2019, in connection with the issuance of convertible debt, the Company issued 329 warrants to purchase common stock, with a ten-year life and an exercise price of $ 60.80 As of December 31, 2020, the warrants remained outstanding. On June 30, 2021, the Company issued 988 shares of common stock in settlement of the warrants, with such shares subject to restriction until certain conditions are met. On December 31, 2021, outstanding warrants to purchase shares of common stock are as follows: SCHEDULE OF OUTSTANDING WARRANT Reference Shares Underlying Outstanding Warrants Exercise Price Description Classification (a) 945,063 $ 200.00 - 230.00 LACQ warrants Equity (b) 55,306 $ 90.00 Share subscription facility Equity (c) 18,058 $ 152.60 Convertible note Liability (d) 36,116 $ 152.60 Convertible note Liability 1,054,543 a) On June 30, 2021, as a result of the Closing, the Company assumed a total of 945,063 warrants previously issued by LACQ. The warrants provide holders the right to purchase common stock at a strike price of between 200.00 and 230.00 per share and expire June 30, 2026 , five years following the completion of the Business Combination. A total of 500,000 of the outstanding warrants are public warrants which trade on the OTC Pink Open Market under the ticker symbol ENSCW. The remaining 445,063 warrants are private warrants with restrictions on transfer and which have the right to a cashless exercise at the option of the holder. On August 3, 2021, the Company entered into an agreement with an existing warrant holder to reduce the price of 25,000 warrants issued on June 30, 2021 from $ 230.00 to $ 200.00 resulting in an incremental increase in their fair value of $ 56,591 , recognized in general and administrative expense. b) On July 2, 2021, upon public listing of the Company’s shares, the Company issued 55,306 warrants to purchase common stock pursuant to the share subscription facility. The warrants have a three -year life and an exercise price of 200.20 per share. The grant date fair value of the warrants, based on the 289.80 stock price on the date of issuance, was $ 11.6 million, and was recognized in general and administrative expense due to the uncertainty of future issuance of shares under the share subscription facility. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements On December 28, 2021, the exercise price of the warrants adjusted to $ 90.00 per share, as required by a down round adjustment feature of the warrant, due to common stock issued at a price below the then current exercise price. The difference in fair value of the existing warrant prior to the adjustment and the value of the warrant after (utilizing a “Black-Scholes model”) is reflected on the consolidated statement of operations as a “deemed dividend”. c) On September 24, 2021, the Company issued 18,058 warrants in connection with the issuance of the 2021 Notes. The warrants were immediately exercisable with an exercise price of $ 152.60 and expire on September 23, 2026 . d) On November 5, 2021, the Company issued 36,116 warrants in connection with the issuance of the 2021 Notes. The warrants were immediately exercisable with an exercise price of $ 152.60 and expire on November 4, 2026 . The fair value of each warrant issued has been determined using the Black-Scholes option-pricing model. The material assumptions used in the Black-Scholes model in estimating the fair value of the warrants issued for the periods presented were as follows: SCHEDULE OF WARRANTS FAIR VALUE ESTIMATION ASSUMPTIONS (a) LACQ warrants (grant date varies) (b) Share subscription facility (grant date 7/2/2021) (c) Liability classified warrants (grant date 9/24/2021) (c) Liability classified warrants (remeasured at 12/31/2021) (d) Liability classified warrants (grant date 11/5/2021) (d) Liability classified warrants (remeasured at 12/31/2021) Stock price $ 289.80 289.80 $ 89.80 $ 94.00 $ 45.00 $ 94.00 Exercise price $ 200.00 - 230.00 200.20 $ 152.60 $ 152.60 $ 152.60 $ 152.60 Expected term (years) 3.00 3.00 5.00 4.75 5.00 4.85 Volatility 110.0 % 110.0 % 94.1 % 97.4 % 94.1 % 96.8 % Risk free rate 0.5 % 0.5 % 1.0 % 1.3 % 1.0 % 1.3 % |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
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. In connection with the Business Combination, the Company assumed the 2021 Omnibus Incentive Plan (the “2021 Omnibus 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 Plan provides for the conversion with existing terms of the 221,191 50,000 150,000 The Company recognized within general and administrative expense stock-based compensation expense of $ 128,357 731,126 24,833 105,026 28,791 124,034 no Option Activity During the nine months ended September 30, 2022, the Company granted stock options to purchase an aggregate of 114,550 zero 4 8.50 125.60 The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining Intrinsic value Outstanding at December 31, 2021 222,191 $ 48.00 6.00 $ 10,207,306 Granted 114,550 77.30 7.63 - Exercised - - - - Expired / Forfeited (10,000 ) 21.40 - - Outstanding at September 30, 2022 326,741 59.13 6.57 - Exercisable at September 30, 2022 284,014 62.03 6.15 - Vested and expected to vest 326,741 59.13 6.57 - Option Valuation The fair value of each stock option granted has been determined using the Black-Scholes option-pricing model. The material assumptions used in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows (there were no grants issued in 2021): SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Nine Months Ended September 30, 2022 Stock price $ 8.60 34.00 Exercise price $ 8.5 125.60 Expected stock price volatility 76.61 95.87 % Expected term (years) 5.19 10.00 Risk-free interest rate 1.52 3.14 % 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 nine months ended September 30, 2022 was $ 19.24 As of September 30, 2022, the Company had an aggregate of $ 605,868 1.42 Restricted Stock Units The following table summarizes the Company’s restricted stock units activity during the nine months ended September 30, 2022: SCHEDULE OF RESTRICTED STOCK UNITS Restricted Stock Units Weight average fair value Outstanding at December 31, 2021 - $ - Granted 61,367 23.02 Released (34,867 ) 26.25 Cancelled (10,000 ) - Outstanding at September 30, 2022 16,500 10.63 The remaining awards outstanding are subject to time-based vesting conditions and are scheduled to vest by December 2023. The estimated fair value of each of the Company’s was determined on the date of grant based on the closing price of the Company’s common stock on the previous trading date. Shares Reserved for Future Issuance The following shares of common stock are reserved for future issuance: SCHEDULE OF COMMON STOCK FUTURE ISSUANCE September 30, 2022 Awards outstanding under the 2021 Omnibus Incentive Plan 343,241 Awards available for future grant under 2021 Omnibus Incentive Plan 44,095 2022 Notes outstanding 754,149 Warrants outstanding 1,521,331 Total shares of common stock reserved for future issuance 2,662,816 | 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. In connection with the Business Combination, the Company assumed the 2021 Omnibus Incentive Plan (the “2021 Omnibus 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 Plan provides for the conversion with existing terms of the 221,191 options outstanding under Former Ensysce stock plans and reserves for issuance an additional 50,000 shares for future awards under the 2021 Omnibus Plan. No further awards may be made under the Former Ensysce stock plans. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements As of December 31, 2021 and 2020, the options outstanding under each plan were as follows: SCHEDULE OF STOCK OPTION OUTSTANDING December 31, 2021 2020 Legacy Plans - 27,154 2016 Plan - 201,706 2019 Directors Plan - 7,573 2021 Omnibus Plan 222,191 - Total options outstanding 222,191 236,433 Option Activity There were no stock option grants in 2021. During the year ended December 31, 2020, the Company granted stock options to purchase an aggregate of 6,585 shares of common stock to members of the board of directors under the 2019 Directors Plan. The options vest over three years and have an exercise price of $ 67.00 per share. The options were converted with their existing terms into the 2021 Omnibus Plan in connection with the Business Combination. The Company recognized within general and administrative expense stock-based compensation expense of $ 121,764 178,679 no The following table summarizes the Company’s stock option activity during the year ended December 31, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2020 236,433 $ 45.60 6.80 $ 1,817,383 Granted - - - Exercised (12,242 ) 18.20 472,453 Expired / Forfeited - - - Outstanding at December 31, 2021 222,191 48.00 6.00 10,207,306 Exercisable at December 31, 2021 216,899 47.60 5.90 10,055,725 Vested and expected to vest 222,191 48.00 6.00 10,207,306 Option Valuation The fair value of each stock option granted has been determined using the Black-Scholes option-pricing model. The material assumptions used in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows (there were no grants issued in 2021): SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS December 31, 2020 Stock price $ 51.60 Exercise price $ 67.00 Expected stock price volatility 124.0 % Expected term (years) 5.8 Risk-free interest rate .27 1.52 % Expected dividend yield 0 % Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements ● Stock price. ● 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 year ended December 31, 2020 was $ 44.00 There were no options granted during the year ended December 31, 2021. As of December 31, 2021, the Company had an aggregate of $ 37,690 1.44 Shares Reserved for Future Issuance The following shares of common stock are reserved for future issuance: SCHEDULE OF COMMON STOCK FUTURE ISSUANCE December 31, 2021 Stock options outstanding 222,191 Stock options available for future grant under 2021 Omnibus Incentive Plan 50,000 Warrants outstanding 1,054,543 Total shares of common stock reserved for future issuance 1,326,734 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES Loss before provision for income taxes consisted of the following: SCHEDULE OF INCOME TAXES BENEFIT December 31, 2021 2020 United States $ (29,145,901 ) $ (159,275 ) The federal and state income tax provision (benefit), included in general and administrative expenses in the Consolidated Statement of Operations, is summarized as follows: SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) December 31, 2021 2020 Current state provision $ - $ 1,600 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate for the years ended December 31, 2021 and 2020 as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION 2021 2020 December 31, 2021 2020 Income (benefit) taxes at statutory rates $ (6,120,640 ) $ (33,448 ) State income tax, net of federal benefit (131,962 ) 47,340 Warrants and convertible debt 1,620,341 12,776 Nondeductible executive compensation 480,248 - Stock based compensation (278,940 ) - Share subscription facility transaction costs 2,664,850 - Research and development tax credits (501,451 ) - Change in tax rates 371,784 - Other (139,213 ) 405 Change in valuation allowance 2,034,983 (27,073 ) Total $ - $ - 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, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating loss tax carryforwards $ 25,068,127 $ 23,332,247 Tax credits 3,164,799 2,663,350 Stock-based compensation 915,675 1,798,263 Other 687,422 89,880 Deferred Tax Assets, Gross 29,836,023 27,883,740 Valuation allowance (29,830,534 ) (27,795,550 ) Total deferred tax assets 5,489 88,190 Deferred tax liabilities: Convertible notes: embedded derivatives - (81,603 ) Other (5,489 ) (6,587 ) Total deferred tax liabilities (5,489 ) (88,190 ) Net deferred tax assets $ - $ - As of December 31, 2021, the Company had federal, California and other state net operating loss (NOL) carryforwards of $ 95.9 million, $ 69.7 million and $ 0.4 million, respectively, net of the NOLs that will expire due to Internal Revenue Code (IRC) Section 382 limitations. The federal net operating losses generated in 2018 and after of $ 13.5 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year , subject to certain modifications made by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in 2020. The federal net operating losses generated prior to 2018 of $ 82.4 million will begin to expire in 2026 unless previously utilized. The California and other state NOL carryforwards will begin to expire in 2028 and 2041, respectively, unless previously utilized. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements In addition, as of December 31, 2021, the Company had federal and state research and development (R&D) tax credit carryforwards of $ 3.0 1.5 Pursuant to the IRC Sections 382 and 383, annual use of the Company’s NOL and R&D credit carryforwards may be limited in the event that a cumulative change in ownership of more than 50% occurs within a three-year period. Although the Company has not completed a recent IRC Section 382/383 analysis, regarding the limitation of NOL and R&D credit carryforwards, the Company estimates that approximately $ 1.5 million of tax benefits related to NOL and R&D carryforwards acquired in 2015 will expire unused. Accordingly, the related NOL and R&D credit carryforwards have been removed from deferred tax assets accompanied by a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, limitations created by current and future ownership changes, if any, related to the Company’s operations in the United States will not impact its effective tax rate. Any additional ownership changes may further limit the ability to use the NOL and R&D credit carryforwards. On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits federal NOL carryforwards and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows federal NOLs incurred in 2019, 2020 and 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Due to the Company’s history of net operating losses, the CARES Act is not expected to have a material impact on the Company’s financial statements. The following table summarizes the activity related to the Company’s unrecognized tax benefits: SUMMARY OF INCOME TAX CONTINGENCIES 2021 2020 Year ending December 31, 2021 2020 Balance at beginning of year $ 968,445 $ 929,990 Increases (decreases) related to current year tax positions 171,977 38,455 Increases (decreases) related to prior year tax positions (5,243 ) - Expiration of the statute of limitations for the assessment of taxes - - Other - - Balance at end of year $ 1,135,179 $ 968,445 As of December 31, 2021 and 2020, the Company had unrecognized tax benefits of $ 1.1 million and $ 1.0 million, respectively. Due to the existence of the valuation allowance, none of the unrecognized tax benefits would affect the effective tax rate. The Company’s policy is to recognize interest and penalties from uncertain tax positions in income tax expense. The Company did not record any interest or penalties for the years ended December 31, 2021 or 2020 and had no accrued interest on the consolidated balance sheets as of December 31, 2021 or 2020. The Company does not anticipate that the total amount of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple state jurisdictions. With few exceptions, the Company is no longer subject to United States federal income tax examinations for years before 2018 and state and local income tax examinations before 2017. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the NOL carryforward. The Company is not currently under examination by the Internal Revenue Service or any state or local tax authority. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTIES | NOTE 10 - RELATED PARTIES The Company paid cash compensation during the three and nine months ended September 30, 2021 of $ 3,584 and $ 43,898 , respectively, to the Chief Executive Officer through a separate operating company with which the Chief Executive Officer is affiliated. There were no such payments in the three and nine months ended September 30, 2022. In July 2022, the Chief Executive Officer and a Board member transferred 46,062 shares of registered common stock to GYBL to settle $ 0.8 million of Company obligations related to the GEM Agreement (Note 2). In October 2022, 46,062 shares of unregistered and restricted common stock were subsequently issued by the Company to the related parties as reimbursement. | NOTE 11 - RELATED PARTIES The Company paid cash compensation during the year ended December 31, 2021 and 2020 of $ 30,909 129,890 0 12,989 The Company issued a series of convertible notes to the Chairman of the Board as described in Note 7, which totaled $ 2.5 million as of December 31, 2020. All outstanding notes and accrued interest converted into common stock upon the closing of the Business Combination on June 30, 2021. As of December 31, 2021 and 2020, the Company had promissory notes outstanding which totaled $ 0 100,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS On October 11, 2022, the Company paid $ 390,701 On October 28, 2022, the Company completed a 1-for-20 reverse split In the fourth quarter of 2022, the Company issued 573,944 2.1 | NOTE 12 - SUBSEQUENT EVENTS On January 26, 2022, two proposals were approved at a special meeting of stockholders. The first proposal approved the issuance of shares of common stock upon the conversion of the 2021 Notes, as discussed in Note 7, and the exercise of the related warrants, in order to comply with certain Nasdaq rules. The second proposal approved an Amended and Restated 2021 Omnibus Incentive Plan, including an additional 150,000 shares available for future grant. Following this approval, the Company has granted a total of 99,300 stock options and 46,367 restricted stock units under the Plan to employees and consultants in 2022. In the first quarter of 2022, the Company has issued 235,428 shares of common stock in repayment of $ 6.4 million in monthly redemptions of the 2021 Notes, as discussed in Note 7. On October 28, 2022, the Company completed a 1-for-20 reverse split |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
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, warrants, options to purchase the Company’s common stock, and the 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 expense recognition for certain research and development services, the valuation allowance of deferred tax assets resulting from net operating losses, the estimated fair values of common stock, warrants and options to purchase the Company’s common stock, and convertible 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. |
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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements |
Property and Equipment | Property and Equipment Property and equipment include office and laboratory equipment that is recorded at cost and depreciated using the straight-line method over the estimated useful lives of five to six years. No 50 151 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 nine months ended September 30, 2022 and 2021. | 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 $ 151 201 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 year ended December 31, 2021 and 2020. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine whether such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract and the features of the derivatives. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s consolidated balance sheet. | 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. 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 were recognized at the value of proceeds received after allocating issuance proceeds to the bifurcated contingent put option. The notes were 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 was 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 | 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. As of September 30, 2022 and December 31, 2021, 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. 2021 Notes In 2021 the Company issued convertible notes with a face value of $ 15.9 2022 Notes In July 2022 the Company issued convertible notes with a face value of $ 8.5 Distinguishing Liabilities from Equity, Warrants In 2021 the Company issued liability classified warrants in connection with the issuance of the 2021 Notes. In 2022 the Company issued liability classified warrants in connection with the issuance of the 2022 Notes. The warrants were liability classified due to certain cash settlement features and included in “Other long-term liabilities” on the consolidated balance sheets. The Company uses a Black Scholes model to estimate the fair value of the warrants. Changes in the fair value of the warrants are recognized in other income (expense) for each reporting period. Refer to Note 8 for details of the warrants. The following tables present assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheet as of September 30, 2022 and December 31, 2021. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Total Level 1 Level 2 Level 3 September 30, 2022 Total Level 1 Level 2 Level 3 Fair value of convertible notes $ 8,586,102 $ - $ - $ 8,586,102 Liability classified warrants 1,414,829 - - 1,414,829 Total $ 10,000,931 $ - $ - $ 10,000,931 Total Level 1 Level 2 Level 3 December 31, 2021 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 16,799,837 $ - $ - $ 16,799,837 Liability classified warrants 3,303,588 - - 3,303,588 Total $ 20,103,425 $ - $ - $ 20,103,425 The following table summarizes the change in fair value of the Company’s Level 3 assets and liabilities: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 Total Convertible notes Liability classified warrants Fair value, December 31, 2021 $ 20,103,425 $ 16,799,837 $ 3,303,588 Additions, net 12,217,371 8,480,000 3,737,371 Conversions (14,133,750 ) (14,133,750 ) - Change in fair value (8,186,115 ) (2,559,985 ) (5,626,130 ) Fair value, September 30, 2022 $ 10,000,931 $ 8,586,102 $ 1,414,829 | 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 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. As of December 31, 2021 and 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. |
2021 Notes | 2021 Notes On September 24 and November 5, 2021, the Company issued convertible notes with a face value of $ 5.3 million and $ 10.6 million, respectively. The Company elected the fair value option to account for the convertible notes as it believes the fair value option provides users of the financial statements with greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the common stock underlying the conversion option and redemption feature. The fair value estimate of the 2021 Notes was based on a discounted cash flow model and a Monte Carlo model, which represent Level 3 measurements. Significant assumptions include the discount rate used in the discounted cash flow model and the expected premium for conversion used in the Monte Carlo model. Changes in the fair value of the notes are recognized in other income (expense) for each reporting period. Refer to Note 7 for details of the terms and conditions of the 2021 Notes. Convertible Notes Pre Business Combination (Contingent Put Option) The carrying value of outstanding notes payable at December 31, 2020 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 allowed for 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 was 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 | |
Warrants | Warrants On September 24 and November 5, 2021, the Company issued liability classified warrants in connection with the issuance of the 2021 Notes. The warrants were liability classified due to certain cash settlement features and included in “Other long-term liabilities” on the consolidated balance sheets. The Company uses a Black Scholes model to estimate the fair value of the warrants. Changes in the fair value of the warrants are recognized in other income (expense) for each reporting period. Refer to Note 8. The following tables present assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheet as of December 31, 2021 and 2020. As of December 31, 2021, all contingent put options, associated with the pre-combination convertible notes, were settled upon conversion of the notes at the closing of the Business Combination. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE December 31, 2021 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 16,799,837 $ - $ - $ 16,799,837 Liability classified warrants 3,303,588 3,303,588 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 20,103,425 $ - $ - $ 20,103,425 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 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 assets and liabilities for the year ended December 31, 2021: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 December 31, 2021 Total Contingent put option Convertible note Liability classified warrants Fair value, December 31, 2020 $ 670,262 $ 670,262 $ - $ - Additions 17,768,404 3,052 15,900,000 1,865,352 Conversions (2,093,224 ) - (2,093,224 ) - Change in fair value 3,757,983 (673,314 ) 2,993,061 1,438,236 Fair value, December 31, 2021 $ 20,103,425 $ - $ 16,799,837 $ 3,303,588 | |
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 3.2 2.2 1.1 5.1 2.1 3.0 2.8 2.8 10.8 In September 2019, the NIH/National Institute on Drug Abuse awarded the Company a research and development grant related to the development of its TAAP/MPAR TM 5.4 The Company recognizes revenue when costs related to the grants are incurred. The Company believes this policy is consistent with the overarching premise in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers The revenue recognized under the MPAR Grant and OUD Grant was as follows: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three Months Ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 MPAR $ 206,290 $ 1,119,312 $ 710,761 $ 1,246,424 OUD 73,061 81,504 379,159 649,483 Total $ 279,351 $ 1,200,816 $ 1,089,920 $ 1,895,907 Amounts requested or eligible to be requested through the NIH payment management system, but for which cash has not been received, are presented as an unbilled receivable on the Company’s consolidated balance sheet. As all amounts are expected to be remitted timely, no valuation allowances are recorded. | Federal Grants In September 2018, the National Institutes of Health (“NIH”) through the National Institute on Drug Abuse awarded the Company a research and development grant related to the development of its MPAR TM 5.4 3.2 2.2 1.1 5.1 2.1 3.0 2.8 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 The Company recognizes revenue when costs related to the grants are incurred. The Company believes this policy is consistent with the overarching premise in Accounting Standards Codification Topic 606, Revenue from Contracts with The revenue recognized under the MPAR Grant and OUD Grant was as follows: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS December 31, 2021 2020 MPAR $ 2,646,579 $ 3,037,234 OUD 884,620 893,975 Total $ 3,531,199 $ 3,931,209 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements |
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. |
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 nine months ended September 30, 2022 and 2021, stock-based compensation costs are recorded in general and administrative expenses and research and development expenses in the consolidated statements of operations. From time-to-time equity classified awards may be modified. On the modification date, the Company estimates the fair value of the awards immediately before and immediately after modification. The incremental increase in fair value is recognized as expense immediately to the extent the underlying equity awards are vested and over the same remaining amortization schedule as the unvested underlying equity awards. | 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 year ended December 31, 2021 and 2020, stock-based compensation costs are recorded in general and administrative expenses in the consolidated statements of operations. From time-to-time equity classified awards may be modified. On the modification date, the Company estimates the fair value of the awards immediately before and immediately after modification. The incremental increase in fair value is recognized as expense immediately to the extent the underlying equity awards are vested and on a straight-line basis over the same remaining amortization schedule as the unvested underlying equity awards. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements |
Earnings per Share | Earnings per Share The basic earnings per share is calculated by dividing the Company’s net income or loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. The diluted earnings per share is calculated by dividing the Company’s net earnings attributable to common stockholders by the diluted weighted average number of common shares outstanding during the period, determined using the treasury stock method and the average stock price during the period. A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows: SCHEDULE OF EARNINGS PER SHARE RECONCILIATION 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (9,897,612 ) $ (17,163,526 ) $ (19,563,588 ) $ (19,046,801 ) Denominator: Weighted average shares outstanding, basic and diluted 1,928,727 1,212,791 1,666,253 937,764 Net loss per share attributable to common stockholders, basic and diluted $ (5.13 ) $ (14.15 ) $ (11.74 ) $ (20.31 ) 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 ANTI-DILUTIVE SECURITIES 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 350,995 222,203 328,538 225,833 Warrants 1,421,306 1,000,953 1,177,247 335,531 Total 1,772,301 1,223,156 1,505,785 561,364 | 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 period. The diluted earnings per share is calculated by dividing the Company’s net earnings attributable to common stockholders by the diluted weighted average number of common shares outstanding during the period, determined using the treasury stock method and the average stock price during the period. A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows : SCHEDULE OF EARNINGS PER SHARE RECONCILIATION 2021 2020 December 31, 2021 2020 Numerator: Net income (loss) attributable to common stockholders $ (29,886,851 ) $ 56,770 Denominator: Weighted average shares outstanding, basic 1,008,227 788,437 Weighted average dilutive stock options - 36,933 Weighted average shares outstanding, diluted 1,008,227 825,370 Net income (loss) per share attributable to common stockholders, basic $ (29.64 ) $ 0.07 Net income (loss) per share attributable to common stockholders, diluted $ (29.64 ) $ 0.07 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 ANTI-DILUTIVE SECURITIES December 31, 2021 2020 Stock options 224,915 182,015 Warrants 513,688 988 Total 738,603 183,003 |
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. On January 1, 2022, the Company adopted ASU 2019-12 and the adoption did not have a significant impact 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. In May 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (A Consensus of the FASB Emerging Issues Task Force (the “EITF”)) – to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. Under the amendments, an issuer should measure the effect of a modification as the difference between the fair value of the modified warrant and the fair value of that warrant immediately before modification. The EITF concluded that the recognition of the modification depends on the nature of the transaction in which a warrant is modified. If there is more than one element in a transaction (for example, if the modification involves both a debt modification and an equity issuance), then the guidance requires the issuer to allocate the effect of the option modification to each element. On January 1, 2022, the Company adopted ASU 2021-04 and the adoption did not have a significant impact on the consolidated financial statements. | Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 31, 2021 and interim periods within that year. Early adoption is permitted. The Company is evaluating the impact of ASU 2019-12 on the consolidated financial statements. 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. |
Immaterial Correction of an Error Adjusted in Prior Quarter | Immaterial Correction of an Error Adjusted in Prior Quarter In August 2022, the Company concluded that due to an error in the measurement of the unbilled receivable and the associated grant revenue as of December 31, 2021, and March 31, 2022, the June 30, 2022, balance sheet would be adjusted. The change resulted in a decrease in the balance of the unbilled receivable of $ 214,308 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 and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and determined it was not necessary to recall its previously issued consolidated financial statements as the errors did not materially misstate any previously issued consolidated financial statements and the correction of the error in the current fiscal year is also not material. The Company looked at both quantitative and qualitative characteristics of the required corrections in making the determination. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE | The following tables present assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheet as of September 30, 2022 and December 31, 2021. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Total Level 1 Level 2 Level 3 September 30, 2022 Total Level 1 Level 2 Level 3 Fair value of convertible notes $ 8,586,102 $ - $ - $ 8,586,102 Liability classified warrants 1,414,829 - - 1,414,829 Total $ 10,000,931 $ - $ - $ 10,000,931 Total Level 1 Level 2 Level 3 December 31, 2021 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 16,799,837 $ - $ - $ 16,799,837 Liability classified warrants 3,303,588 - - 3,303,588 Total $ 20,103,425 $ - $ - $ 20,103,425 | The following tables present assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheet as of December 31, 2021 and 2020. As of December 31, 2021, all contingent put options, associated with the pre-combination convertible notes, were settled upon conversion of the notes at the closing of the Business Combination. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE December 31, 2021 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 16,799,837 $ - $ - $ 16,799,837 Liability classified warrants 3,303,588 3,303,588 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 20,103,425 $ - $ - $ 20,103,425 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements December 31, 2020 Total Level 1 Level 2 Level 3 Contingent put option $ 670,262 $ - $ - $ 670,262 Total $ 670,262 $ - $ - $ 670,262 |
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 assets and liabilities: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 Total Convertible notes Liability classified warrants Fair value, December 31, 2021 $ 20,103,425 $ 16,799,837 $ 3,303,588 Additions, net 12,217,371 8,480,000 3,737,371 Conversions (14,133,750 ) (14,133,750 ) - Change in fair value (8,186,115 ) (2,559,985 ) (5,626,130 ) Fair value, September 30, 2022 $ 10,000,931 $ 8,586,102 $ 1,414,829 | The following table summarizes the change in fair value of the Company’s Level 3 assets and liabilities for the year ended December 31, 2021: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 December 31, 2021 Total Contingent put option Convertible note Liability classified warrants Fair value, December 31, 2020 $ 670,262 $ 670,262 $ - $ - Additions 17,768,404 3,052 15,900,000 1,865,352 Conversions (2,093,224 ) - (2,093,224 ) - Change in fair value 3,757,983 (673,314 ) 2,993,061 1,438,236 Fair value, December 31, 2021 $ 20,103,425 $ - $ 16,799,837 $ 3,303,588 |
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 September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three Months Ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 MPAR $ 206,290 $ 1,119,312 $ 710,761 $ 1,246,424 OUD 73,061 81,504 379,159 649,483 Total $ 279,351 $ 1,200,816 $ 1,089,920 $ 1,895,907 | The revenue recognized under the MPAR Grant and OUD Grant was as follows: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS December 31, 2021 2020 MPAR $ 2,646,579 $ 3,037,234 OUD 884,620 893,975 Total $ 3,531,199 $ 3,931,209 |
SCHEDULE OF EARNINGS PER SHARE RECONCILIATION | SCHEDULE OF EARNINGS PER SHARE RECONCILIATION 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (9,897,612 ) $ (17,163,526 ) $ (19,563,588 ) $ (19,046,801 ) Denominator: Weighted average shares outstanding, basic and diluted 1,928,727 1,212,791 1,666,253 937,764 Net loss per share attributable to common stockholders, basic and diluted $ (5.13 ) $ (14.15 ) $ (11.74 ) $ (20.31 ) | SCHEDULE OF EARNINGS PER SHARE RECONCILIATION 2021 2020 December 31, 2021 2020 Numerator: Net income (loss) attributable to common stockholders $ (29,886,851 ) $ 56,770 Denominator: Weighted average shares outstanding, basic 1,008,227 788,437 Weighted average dilutive stock options - 36,933 Weighted average shares outstanding, diluted 1,008,227 825,370 Net income (loss) per share attributable to common stockholders, basic $ (29.64 ) $ 0.07 Net income (loss) per share attributable to common stockholders, diluted $ (29.64 ) $ 0.07 |
SCHEDULE OF WEIGHTED AVERAGE SHARES OF ANTI-DILUTIVE SECURITIES | 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 ANTI-DILUTIVE SECURITIES 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 350,995 222,203 328,538 225,833 Warrants 1,421,306 1,000,953 1,177,247 335,531 Total 1,772,301 1,223,156 1,505,785 561,364 | 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 ANTI-DILUTIVE SECURITIES December 31, 2021 2020 Stock options 224,915 182,015 Warrants 513,688 988 Total 738,603 183,003 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | ||
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 September 30, December 31, 2022 2021 Prepaid research and development $ 2,323,473 $ 2,124,008 Prepaid insurance 550,634 733,234 Other prepaid expenses 108,964 74,173 Total prepaid expenses and other current assets $ 2,983,071 $ 2,931,415 | Prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2021 2020 December 31, 2021 2020 Prepaid research and development $ 2,124,008 $ 112,966 Prepaid insurance 733,234 17,158 Other prepaid expenses 74,173 - Total prepaid expenses and other current assets $ 2,931,415 $ 130,124 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES | Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES September 30, December 31, 2022 2021 Share subscription facility commitment fees $ 400,000 $ 800,000 Accrued research and development 1,186,498 388,997 Bonus accrual 297,224 610,000 Professional fees 203,034 138,086 Accrued scientific advisory board fees 60,032 60,032 Consultant stock compensation expenses - 1,342,479 Other accrued liabilities 89,485 67,939 Total accrued expenses and other liabilities $ 2,236,273 $ 3,407,533 | Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES 2021 2020 December 31, 2021 2020 Share subscription facility commitment fees $ 800,000 $ - Professional fees 138,086 - Accrued research and development 388,997 72,906 Accrued scientific advisory board fees 60,032 60,032 Consultant compensation expenses 1,342,479 - Bonus accrual 610,000 - Deferred grant revenue - 159,047 Other accrued liabilities 67,939 52,807 Total accrued expenses and other liabilities $ 3,407,533 $ 344,792 |
SCHEDULE OF OTHER LONG-TERM LIABILITIES | Other long-term liabilities consisted of the following: SCHEDULE OF OTHER LONG-TERM LIABILITIES September 30, December 31, 2022 2021 Share subscription facility commitment fees $ - $ 349,202 Liability classified warrants 1,414,829 3,303,588 Total other long-term liabilities $ 1,414,829 $ 3,652,790 | Other long-term liabilities consisted of the following: SCHEDULE OF OTHER LONG-TERM LIABILITIES 2021 2020 December 31, 2021 2020 Share subscription facility commitment fees $ 349,202 $ - Liability classified warrants 3,303,588 - Total other long-term liabilities $ 3,652,790 $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
SCHEDULE OF DEBT | The following table provides a summary of the Company’s outstanding debt as of September 30, 2022: SCHEDULE OF DEBT Principal balance Accrued interest Fair Value Adjustment Net debt balance 2021 Notes $ 379,695 $ 11,006 $ - $ 390,701 2022 Notes 8,126,667 93,559 (24,825 ) 8,195,401 Financed Insurance 348,780 4,859 - 353,639 Total $ 8,855,142 $ 109,424 $ (24,825 ) $ 8,939,741 The following table provides a summary of the Company’s outstanding debt as of December 31, 2021: Principal balance Accrued interest Fair value adjustment Net debt balance 2021 Notes $ 13,647,341 $ 159,435 $ 2,993,061 $ 16,799,837 Financed Insurance 385,187 4,082 - 389,269 Total $ 14,032,528 $ 163,517 $ 2,993,061 $ 17,189,106 | The following table provides a summary of the Company’s outstanding debt as of December 31, 2021: SCHEDULE OF DEBT Principal balance Accrued interest Fair value adjustment Net debt balance 2021 Notes $ 13,647,341 $ 159,435 $ 2,993,061 $ 16,799,837 Financed insurance 385,187 4,082 - 389,269 Total $ 14,032,528 $ 163,517 $ 2,993,061 $ 17,189,106 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 |
SCHEDULE OF INTEREST EXPENSE DEBT | The interest expense recognized for notes payable (excluding the 2021 Notes) was as follows: SCHEDULE OF INTEREST EXPENSE DEBT September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Stated interest accrual $ 4,859 $ 24,660 $ 6,864 $ 251,857 Debt discount amortization - - - 945,969 Total $ 4,859 $ 24,660 $ 6,864 $ 1,197,826 | The interest expense recognized for notes payable (excluding the 2021 Notes) was as follows: SCHEDULE OF INTEREST EXPENSE DEBT 2021 2020 December 31, 2021 2020 Stated interest accrual $ 251,857 $ 381,886 Debt discount accretion 945,969 613,610 Total $ 1,197,826 $ 995,496 |
SCHEDULE OF CONVERSION DEBT | The following table provides a summary of the Company’s 2021 note conversions during the nine-month period ending September 30, 2022: SCHEDULE OF CONVERSION DEBT Three Months Ended Shares Weighted Average Conversion Value March 31, 2022 235,428 $ 27.07 $ 6,372,700 June 30, 2022 274,058 $ 17.61 4,826,053 September 30, 2022 339,854 $ 6.84 2,323,081 Total 849,340 $ 13,521,834 | The table below summarizes the conversion of each class of notes payable: SCHEDULE OF CONVERSION OF NOTES Immediately prior to merger Note series Principal Interest Net carrying value of debt converted Shares of common stock issued Outstanding debt, June 30, 2021 2015 Convertible Note $ 100,000 $ 31,151 $ 131,151 756 $ - 2018 Convertible Notes 3,500,000 901,466 4,401,466 62,992 - 2020 Convertible Notes 700,000 64,438 764,438 3,850 - 2021 Convertible Note 50,000 2,082 52,082 301 - Total $ 4,350,000 $ 999,137 $ 5,349,137 67,899 $ - |
2022 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
SCHEDULE OF CONVERSION DEBT | The following table provides a summary of the Company’s 2022 Notes conversions during the nine-month period ending September 30, 2022: SCHEDULE OF CONVERSION DEBT Three Months Ended Shares Weighted Average Conversion Price Conversion Value September 30, 2022 88,584 $ 4.04 $ 357,701 Total 88,584 $ 357,701 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
SCHEDULE OF OUTSTANDING WARRANT | On September 30, 2022, outstanding warrants to purchase shares of common stock are as follows: SCHEDULE OF OUTSTANDING WARRANT Reference Shares Underlying Outstanding Warrants Exercise Price Description Classification (a) 945,063 $ 200.00 230.00 LACQ warrants Equity (b) 55,306 $ 4.04 Share subscription facility Equity (c) 18,058 $ 15.60 2021 Notes Liability (d) 36,116 $ 15.60 2021 Notes Liability (e) 233,394 $ 14.17 2022 Notes Liability (f) 233,394 $ 14.17 2022 Notes Liability 1,521,331 a) On June 30, 2021, as a result of the closing of the Business Combination, the Company assumed a total of 945,063 200.00 230.00 June 30, 2026 500,000 445,063 On August 3, 2021, the Company entered into an agreement with an existing warrant holder to reduce the exercise price of 25,000 230.00 200.00 56,590 b) On July 2, 2021, upon public listing of the Company’s shares, the Company issued 55,306 three 200.20 289.80 11.6 On December 28, 2021, January 3, 2022, February 1, 2022, March 1, 2022, May 2, 2022,June 1, 2022, July 1, 2022, August 10, 2022, September 20, 2022 and September 29, 2022 the exercise price of the warrants adjusted to $ 90.00 56.60 31.60 19.20 18.80 9.20 8.00 7.00 4.60 4.00 c) On September 24, 2021, the Company issued 18,058 152.60 September 23, 2026 15.60 d) On November 5, 2021, the Company issued 36,116 152.60 November 4, 2026 15.60 e) On July 1, 2022, the Company issued 233,394 14.17 June 29, 2027 f) On August 9, 2022, the Company issued 233,394 14.17 August 8, 2027 | On December 31, 2021, outstanding warrants to purchase shares of common stock are as follows: SCHEDULE OF OUTSTANDING WARRANT Reference Shares Underlying Outstanding Warrants Exercise Price Description Classification (a) 945,063 $ 200.00 - 230.00 LACQ warrants Equity (b) 55,306 $ 90.00 Share subscription facility Equity (c) 18,058 $ 152.60 Convertible note Liability (d) 36,116 $ 152.60 Convertible note Liability 1,054,543 a) On June 30, 2021, as a result of the Closing, the Company assumed a total of 945,063 warrants previously issued by LACQ. The warrants provide holders the right to purchase common stock at a strike price of between 200.00 and 230.00 per share and expire June 30, 2026 , five years following the completion of the Business Combination. A total of 500,000 of the outstanding warrants are public warrants which trade on the OTC Pink Open Market under the ticker symbol ENSCW. The remaining 445,063 warrants are private warrants with restrictions on transfer and which have the right to a cashless exercise at the option of the holder. On August 3, 2021, the Company entered into an agreement with an existing warrant holder to reduce the price of 25,000 warrants issued on June 30, 2021 from $ 230.00 to $ 200.00 resulting in an incremental increase in their fair value of $ 56,591 , recognized in general and administrative expense. b) On July 2, 2021, upon public listing of the Company’s shares, the Company issued 55,306 warrants to purchase common stock pursuant to the share subscription facility. The warrants have a three -year life and an exercise price of 200.20 per share. The grant date fair value of the warrants, based on the 289.80 stock price on the date of issuance, was $ 11.6 million, and was recognized in general and administrative expense due to the uncertainty of future issuance of shares under the share subscription facility. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements On December 28, 2021, the exercise price of the warrants adjusted to $ 90.00 per share, as required by a down round adjustment feature of the warrant, due to common stock issued at a price below the then current exercise price. The difference in fair value of the existing warrant prior to the adjustment and the value of the warrant after (utilizing a “Black-Scholes model”) is reflected on the consolidated statement of operations as a “deemed dividend”. c) On September 24, 2021, the Company issued 18,058 warrants in connection with the issuance of the 2021 Notes. The warrants were immediately exercisable with an exercise price of $ 152.60 and expire on September 23, 2026 . d) On November 5, 2021, the Company issued 36,116 warrants in connection with the issuance of the 2021 Notes. The warrants were immediately exercisable with an exercise price of $ 152.60 and expire on November 4, 2026 . |
SCHEDULE OF WARRANTS FAIR VALUE ESTIMATION ASSUMPTIONS | The fair value of each warrant issued has been determined using the Black-Scholes option-pricing model. The material assumptions used in the Black-Scholes model in estimating the fair value of the warrants issued for the periods presented were as follows: SCHEDULE OF WARRANTS FAIR VALUE ESTIMATION ASSUMPTIONS (a) LACQ (b) Share (b) Share Stock price $ 289.80 $289.80 $ 4.80 85.80 Exercise price $ 200.00 230.00 $200.20 $ 4.00 90.00 Expected term (years) 3.00 3.00 1.76 2.49 Volatility 110.0 % 110.0 108.2 125.3 Risk free rate 0.5 % 0.5 1.0 4.2 (c) Liability (c) Liability (d) Liability (d) Liability Stock price $ 89.80 $ 4.30 $ 45.00 $ 4.30 Exercise price $ 152.60 $ 15.60 $ 152.60 $ 15.60 Expected term (years) 5.00 4.00 5.00 4.10 Volatility 94.1 % 116.1 % 94.1 % 114.9 % Risk free rate 1.0 % 4.1 % 1.0 % 4.1 % (e) Liability (e) Liability (f) Liability (f) Liability Stock price $ 11.40 $ 4.40 $ 10.60 $ 4.40 Exercise price $ 14.20 $ 14.20 $ 14.20 $ 14.20 Expected term (years) 5.00 4.75 5.00 4.86 Volatility 98.9 % 109.4 % 102.8 % 108.3 % Risk free rate 2.9 % 4.1 % 3.0 % 4.1 % | The fair value of each warrant issued has been determined using the Black-Scholes option-pricing model. The material assumptions used in the Black-Scholes model in estimating the fair value of the warrants issued for the periods presented were as follows: SCHEDULE OF WARRANTS FAIR VALUE ESTIMATION ASSUMPTIONS (a) LACQ warrants (grant date varies) (b) Share subscription facility (grant date 7/2/2021) (c) Liability classified warrants (grant date 9/24/2021) (c) Liability classified warrants (remeasured at 12/31/2021) (d) Liability classified warrants (grant date 11/5/2021) (d) Liability classified warrants (remeasured at 12/31/2021) Stock price $ 289.80 289.80 $ 89.80 $ 94.00 $ 45.00 $ 94.00 Exercise price $ 200.00 - 230.00 200.20 $ 152.60 $ 152.60 $ 152.60 $ 152.60 Expected term (years) 3.00 3.00 5.00 4.75 5.00 4.85 Volatility 110.0 % 110.0 % 94.1 % 97.4 % 94.1 % 96.8 % Risk free rate 0.5 % 0.5 % 1.0 % 1.3 % 1.0 % 1.3 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF STOCK OPTION OUTSTANDING | As of December 31, 2021 and 2020, the options outstanding under each plan were as follows: SCHEDULE OF STOCK OPTION OUTSTANDING December 31, 2021 2020 Legacy Plans - 27,154 2016 Plan - 201,706 2019 Directors Plan - 7,573 2021 Omnibus Plan 222,191 - Total options outstanding 222,191 236,433 | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes the Company’s stock option activity during the year ended December 31, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2020 236,433 $ 45.60 6.80 $ 1,817,383 Granted - - - Exercised (12,242 ) 18.20 472,453 Expired / Forfeited - - - Outstanding at December 31, 2021 222,191 48.00 6.00 10,207,306 Exercisable at December 31, 2021 216,899 47.60 5.90 10,055,725 Vested and expected to vest 222,191 48.00 6.00 10,207,306 | |
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 assumptions used in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows (there were no grants issued in 2021): SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Nine Months Ended September 30, 2022 Stock price $ 8.60 34.00 Exercise price $ 8.5 125.60 Expected stock price volatility 76.61 95.87 % Expected term (years) 5.19 10.00 Risk-free interest rate 1.52 3.14 % Expected dividend yield 0 % | The fair value of each stock option granted has been determined using the Black-Scholes option-pricing model. The material assumptions used in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows (there were no grants issued in 2021): SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS December 31, 2020 Stock price $ 51.60 Exercise price $ 67.00 Expected stock price volatility 124.0 % Expected term (years) 5.8 Risk-free interest rate .27 1.52 % Expected dividend yield 0 % |
SCHEDULE OF COMMON STOCK FUTURE ISSUANCE | The following shares of common stock are reserved for future issuance: SCHEDULE OF COMMON STOCK FUTURE ISSUANCE September 30, 2022 Awards outstanding under the 2021 Omnibus Incentive Plan 343,241 Awards available for future grant under 2021 Omnibus Incentive Plan 44,095 2022 Notes outstanding 754,149 Warrants outstanding 1,521,331 Total shares of common stock reserved for future issuance 2,662,816 | The following shares of common stock are reserved for future issuance: SCHEDULE OF COMMON STOCK FUTURE ISSUANCE December 31, 2021 Stock options outstanding 222,191 Stock options available for future grant under 2021 Omnibus Incentive Plan 50,000 Warrants outstanding 1,054,543 Total shares of common stock reserved for future issuance 1,326,734 |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining Intrinsic value Outstanding at December 31, 2021 222,191 $ 48.00 6.00 $ 10,207,306 Granted 114,550 77.30 7.63 - Exercised - - - - Expired / Forfeited (10,000 ) 21.40 - - Outstanding at September 30, 2022 326,741 59.13 6.57 - Exercisable at September 30, 2022 284,014 62.03 6.15 - Vested and expected to vest 326,741 59.13 6.57 - | |
SCHEDULE OF RESTRICTED STOCK UNITS | The following table summarizes the Company’s restricted stock units activity during the nine months ended September 30, 2022: SCHEDULE OF RESTRICTED STOCK UNITS Restricted Stock Units Weight average fair value Outstanding at December 31, 2021 - $ - Granted 61,367 23.02 Released (34,867 ) 26.25 Cancelled (10,000 ) - Outstanding at September 30, 2022 16,500 10.63 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAXES BENEFIT | Loss before provision for income taxes consisted of the following: SCHEDULE OF INCOME TAXES BENEFIT December 31, 2021 2020 United States $ (29,145,901 ) $ (159,275 ) |
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 Statement of Operations, is summarized as follows: SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) December 31, 2021 2020 Current state provision $ - $ 1,600 |
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 for the years ended December 31, 2021 and 2020 as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION 2021 2020 December 31, 2021 2020 Income (benefit) taxes at statutory rates $ (6,120,640 ) $ (33,448 ) State income tax, net of federal benefit (131,962 ) 47,340 Warrants and convertible debt 1,620,341 12,776 Nondeductible executive compensation 480,248 - Stock based compensation (278,940 ) - Share subscription facility transaction costs 2,664,850 - Research and development tax credits (501,451 ) - Change in tax rates 371,784 - Other (139,213 ) 405 Change in valuation allowance 2,034,983 (27,073 ) Total $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS | The Company’s deferred tax assets were comprised of the following as of December 31, 2021 and 2020: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating loss tax carryforwards $ 25,068,127 $ 23,332,247 Tax credits 3,164,799 2,663,350 Stock-based compensation 915,675 1,798,263 Other 687,422 89,880 Deferred Tax Assets, Gross 29,836,023 27,883,740 Valuation allowance (29,830,534 ) (27,795,550 ) Total deferred tax assets 5,489 88,190 Deferred tax liabilities: Convertible notes: embedded derivatives - (81,603 ) Other (5,489 ) (6,587 ) Total deferred tax liabilities (5,489 ) (88,190 ) Net deferred tax assets $ - $ - |
SUMMARY OF INCOME TAX CONTINGENCIES | The following table summarizes the activity related to the Company’s unrecognized tax benefits: SUMMARY OF INCOME TAX CONTINGENCIES 2021 2020 Year ending December 31, 2021 2020 Balance at beginning of year $ 968,445 $ 929,990 Increases (decreases) related to current year tax positions 171,977 38,455 Increases (decreases) related to prior year tax positions (5,243 ) - Expiration of the statute of limitations for the assessment of taxes - - Other - - Balance at end of year $ 1,135,179 $ 968,445 |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - $ / shares | Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Restructuring Cost and Reserve [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Debt instrument, conversion price | $ 0.06585 | ||||||
Common stock, shares authorized | 250,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | |||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Former Ensysce [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Debt instrument, conversion price | $ 0.06585 | ||||||
Ownership percentage | 71.80% | ||||||
Covistat [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Ownership percentage | 79.20% | 79.20% | |||||
Covistat [Member] | Key Personnel [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Ownership percentage | 19.80% | 19.80% | |||||
Covistat [Member] | Unrelated Party [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Ownership percentage | 1% | 1% | |||||
Former Ensysce [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Debt instrument, conversion price | $ 0.06585 | $ 0.06585 | |||||
Covistat [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Common stock, par value | $ 0.001 | ||||||
Common stock, shares authorized | 1,000,000 | ||||||
Preferred stock, shares authorized | 100,000 | ||||||
Preferred stock, par value | $ 0.001 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Oct. 28, 2022 | Aug. 09, 2022 | Jul. 31, 2022 | Nov. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2022 | Sep. 20, 2022 | Aug. 10, 2022 | Jul. 02, 2022 | Jul. 01, 2022 | Jun. 01, 2022 | May 02, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 03, 2022 | Dec. 28, 2021 | Nov. 05, 2021 | Sep. 24, 2021 | Jul. 02, 2021 | Jan. 31, 2021 | Aug. 31, 2019 | Feb. 28, 2013 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||
Cash | $ 7,800,000 | ||||||||||||||||||||||||||
Prepaid expense | $ 1,100,000 | ||||||||||||||||||||||||||
Debt Instrument, conversion price | $ 0.06585 | ||||||||||||||||||||||||||
Accumulated deficit | $ 105,409,155 | $ 85,845,567 | $ 55,958,716 | ||||||||||||||||||||||||
Common stock, subscriptions value | $ 60,000,000 | $ 60,000,000 | 60,000,000 | ||||||||||||||||||||||||
Warrants issued shares | 233,394 | 945,063 | 233,394 | 36,116 | 18,058 | 55,306 | 659 | ||||||||||||||||||||
Warrant, exercise price | $ 14.17 | $ 4 | $ 4.60 | $ 7 | $ 14.17 | $ 8 | $ 9.20 | $ 18.80 | $ 19.20 | $ 31.60 | $ 56.60 | $ 90 | $ 152.60 | $ 152.60 | $ 60.80 | $ 124.60 | |||||||||||
Debt instrument, face amount | 8,855,142 | 14,032,528 | 4,400,000 | ||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 8,480,000 | $ 7,533,915 | 4,549,842 | 14,029,842 | $ 1,000,000 | ||||||||||||||||||||||
Convertible Note Financing Agreement [Member] | |||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||
Debt instrument, face amount | 15,900,000 | $ 15,900,000 | |||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 10,600,000 | $ 5,300,000 | |||||||||||||||||||||||||
July Twenty Twenty Two [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||
Commitment fees | $ 800,000 | ||||||||||||||||||||||||||
January Twenty Twenty Three [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||
Commitment fees | $ 400,000 | ||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||
Warrants issued shares | 55,306 | ||||||||||||||||||||||||||
Warrant, exercise price | $ 200.20 | ||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 200.20 | ||||||||||||||||||||||||||
Commitment fees | $ 1,200,000 | ||||||||||||||||||||||||||
Investor [Member] | First Anniversary [Member] | |||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||
Commitment fees | 800,000 | ||||||||||||||||||||||||||
Investor [Member] | 18 Month Anniversary [Member] | |||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||
Commitment fees | $ 400,000 | ||||||||||||||||||||||||||
Former Ensysce [Member] | |||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||
Cash | 7,800,000 | ||||||||||||||||||||||||||
Prepaid expense | $ 1,100,000 | ||||||||||||||||||||||||||
Debt Instrument, conversion price | $ 0.06585 | $ 0.06585 | |||||||||||||||||||||||||
Deferred transaction costs | $ 1,200,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||||||
Reverse stock split | 1-for-20 reverse split |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of convertible note | $ 8,586,102 | $ 16,799,837 | |
Liability classified warrants | 24,825 | 3,303,588 | |
Contingent put option | $ 670,262 | ||
Total | 10,000,931 | 20,103,425 | 670,262 |
Liability classified warrants | 1,414,829 | 3,303,588 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of convertible note | |||
Contingent put option | |||
Total | |||
Liability classified warrants | |||
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of convertible note | |||
Contingent put option | |||
Total | |||
Liability classified warrants | |||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of convertible note | 8,586,102 | 16,799,837 | |
Liability classified warrants | 3,303,588 | ||
Contingent put option | 670,262 | ||
Total | 10,000,931 | 20,103,425 | $ 670,262 |
Liability classified warrants | $ 1,414,829 | $ 3,303,588 |
SCHEDULE OF CHANGE IN FAIR VALU
SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 20,103,425 | $ 670,262 |
Additions, net | 12,217,371 | 17,768,404 |
Conversions | (2,093,224) | |
Change in fair value | 3,757,983 | |
Ending balance | 10,000,931 | 20,103,425 |
Conversions | (14,133,750) | |
Change in fair value | (8,186,115) | |
Contingent Put Option [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 670,262 | |
Additions, net | 3,052 | |
Conversions | ||
Change in fair value | (673,314) | |
Ending balance | ||
Convertible Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 16,799,837 | |
Additions, net | 8,480,000 | 15,900,000 |
Conversions | (2,093,224) | |
Change in fair value | 2,993,061 | |
Ending balance | 8,586,102 | 16,799,837 |
Conversions | (14,133,750) | |
Change in fair value | (2,559,985) | |
Liability Classified Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 3,303,588 | |
Additions, net | 3,737,371 | 1,865,352 |
Conversions | ||
Change in fair value | 1,438,236 | |
Ending balance | 1,414,829 | $ 3,303,588 |
Conversions | ||
Change in fair value | $ (5,626,130) |
SCHEDULE OF REVENUE RECOGNIZATI
SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||||
Total | $ 279,351 | $ 1,200,816 | $ 1,089,920 | $ 1,895,907 | $ 3,531,199 | $ 3,931,209 |
MPAR [Member] | ||||||
Product Information [Line Items] | ||||||
Total | 206,290 | 1,119,312 | 710,761 | 1,246,424 | 2,646,579 | 3,037,234 |
OUD [Member] | ||||||
Product Information [Line Items] | ||||||
Total | $ 73,061 | $ 81,504 | $ 379,159 | $ 649,483 | $ 884,620 | $ 893,975 |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE RECONCILIATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||||
Net loss attributable to common stockholders | $ (9,897,612) | $ (17,163,526) | $ (19,563,588) | $ (19,046,801) | $ (29,886,851) | $ 56,770 |
Weighted average shares outstanding, basic and diluted | 1,928,727 | 1,212,791 | 1,666,253 | 937,764 | 1,008,227 | 788,437 |
Weighted average dilutive stock options | 36,933 | |||||
Weighted average shares outstanding, diluted | 1,008,227 | 825,370 | ||||
Net loss per share attributable to common stockholders, basic and diluted | $ (5.13) | $ (14.15) | $ (11.74) | $ (20.31) | $ (29.64) | $ 0.07 |
Net income (loss) per share attributable to common stockholders, diluted | $ (29.64) | $ 0.07 |
SCHEDULE OF WEIGHTED AVERAGE SH
SCHEDULE OF WEIGHTED AVERAGE SHARES OF ANTI-DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 1,772,301 | 1,223,156 | 1,505,785 | 561,364 | 738,603 | 183,003 |
Share-Based Payment Arrangement, Option [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 350,995 | 222,203 | 328,538 | 225,833 | 224,915 | 182,015 |
Warrant [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total | 1,421,306 | 1,000,953 | 1,177,247 | 335,531 | 513,688 | 988 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Nov. 05, 2021 | Sep. 24, 2021 | Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2019 | Aug. 31, 2019 | Sep. 30, 2018 | |
Debt Instrument [Line Items] | ||||||||||||||
Depreciation expense | $ 50 | $ 151 | $ 151 | $ 201 | ||||||||||
Proceeds from issuance of debt | $ 8,500,000 | $ 15,900,000 | ||||||||||||
Put option percent | 10% | |||||||||||||
Discount rate of put option | 42.90% | |||||||||||||
Grants receivable | $ 10,800,000 | $ 5,400,000 | $ 5,100,000 | $ 5,400,000 | ||||||||||
Unbilled receivable | $ 214,308 | |||||||||||||
Year 1 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Grants receivable | 2,100,000 | 3,200,000 | ||||||||||||
Contribution of grants | 1,100,000 | |||||||||||||
Year 2 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Grants receivable | $ 3,000,000 | $ 2,200,000 | ||||||||||||
Year 3 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Grants receivable | 2,800,000 | |||||||||||||
Year 4 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Grants receivable | $ 2,800,000 | |||||||||||||
Convertible Debt [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from issuance of debt | $ 10,600,000 | $ 5,300,000 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses And Other Current Assets | |||
Prepaid research and development | $ 2,323,473 | $ 2,124,008 | $ 112,966 |
Prepaid insurance | 550,634 | 733,234 | 17,158 |
Other prepaid expenses | 108,964 | 74,173 | |
Total prepaid expenses and other current assets | $ 2,983,071 | $ 2,931,415 | $ 130,124 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Share subscription facility commitment fees | $ 400,000 | $ 800,000 | |
Professional fees | 203,034 | 138,086 | |
Accrued research and development | 1,186,498 | 388,997 | 72,906 |
Accrued scientific advisory board fees | 60,032 | 60,032 | 60,032 |
Consultant stock compensation expenses | 1,342,479 | ||
Bonus accrual | 297,224 | 610,000 | |
Deferred grant revenue | 159,047 | ||
Other accrued liabilities | 89,485 | 67,939 | 52,807 |
Total accrued expenses and other liabilities | $ 2,236,273 | $ 3,407,533 | $ 344,792 |
SCHEDULE OF OTHER LONG-TERM LIA
SCHEDULE OF OTHER LONG-TERM LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Total other long-term liabilities | $ 1,414,829 | $ 3,652,790 | |
Commitment Fees [Member] | |||
Total other long-term liabilities | 349,202 | ||
Warrant Liabilities [Member] | |||
Total other long-term liabilities | 3,303,588 | ||
Liability Classified Warrants [Member] | |||
Total other long-term liabilities | $ 1,414,829 | $ 3,303,588 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2022 | Sep. 20, 2022 | Aug. 10, 2022 | Aug. 09, 2022 | Jul. 02, 2022 | Jul. 01, 2022 | Jun. 01, 2022 | May 02, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 03, 2022 | Dec. 28, 2021 | Nov. 05, 2021 | Sep. 24, 2021 | Aug. 03, 2021 | Jun. 30, 2021 | Aug. 31, 2019 | Feb. 28, 2013 | |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Contractual obligation | $ 25,700,000 | $ 25,700,000 | $ 13,000,000 | ||||||||||||||||||||||
Warrant, exercise price | $ 4 | $ 4.60 | $ 7 | $ 14.17 | $ 14.17 | $ 8 | $ 9.20 | $ 18.80 | $ 19.20 | $ 31.60 | $ 56.60 | $ 90 | $ 152.60 | $ 152.60 | $ 60.80 | $ 124.60 | |||||||||
Operating lease, payments | 35,403 | 24,874 | |||||||||||||||||||||||
Operating Leases, Rent Expense | 41,418 | $ 36,645 | |||||||||||||||||||||||
Consultant compensation expenses | 1,342,479 | ||||||||||||||||||||||||
Rent expense | $ 7,939 | $ 11,781 | $ 23,606 | $ 36,058 | |||||||||||||||||||||
Investors [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Warrant, exercise price | $ 125.60 | ||||||||||||||||||||||||
Common stock issuable upon exercise warrants | 25,000 | ||||||||||||||||||||||||
Shares issued, share based compensation shares | 2,500 | ||||||||||||||||||||||||
Stock issued, restricted stock shares | 10,000 | ||||||||||||||||||||||||
Vesting period | 1 year | ||||||||||||||||||||||||
Share based payment award, vesting rights, percentage | 50% | ||||||||||||||||||||||||
Consultant compensation expenses | $ 1,342,479 | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Warrant, exercise price | $ 230 | $ 200 | |||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Warrant, exercise price | $ 200 | $ 230 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | ||||
Principal balance | $ 8,855,142 | $ 14,032,528 | $ 4,400,000 | |
Accrued interest | 109,424 | 163,517 | 787,996 | |
Fair value adjustment | 2,993,061 | |||
Net debt balance | 8,939,741 | 17,189,106 | 4,245,082 | |
Debt instrument unamortized discount | (2,993,061) | (942,914) | ||
Fair value adjustment | (24,825) | (3,303,588) | ||
Fair value adjustment | 2,993,061 | 942,914 | ||
2021 Convertible Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance | 13,647,341 | |||
Accrued interest | 159,435 | |||
Fair value adjustment | 2,993,061 | |||
Net debt balance | 16,799,837 | |||
Financed Insurance [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance | 348,780 | 385,187 | ||
Accrued interest | 4,859 | 4,082 | ||
Fair value adjustment | ||||
Net debt balance | 353,639 | 389,269 | ||
Debt instrument unamortized discount | ||||
Fair value adjustment | ||||
Fair value adjustment | ||||
2015 Convertible Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance | 100,000 | |||
Accrued interest | 28,671 | |||
Net debt balance | 128,671 | |||
Debt instrument unamortized discount | ||||
Fair value adjustment | ||||
2018 Convertible Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance | 3,500,000 | |||
Accrued interest | 727,905 | |||
Net debt balance | 3,444,781 | |||
Debt instrument unamortized discount | (783,124) | |||
Fair value adjustment | 783,124 | |||
2020 Promissory Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance | 100,000 | |||
Accrued interest | 1,694 | |||
Net debt balance | 101,694 | |||
Debt instrument unamortized discount | ||||
Fair value adjustment | ||||
2020 Convertible Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance | 700,000 | |||
Accrued interest | 29,726 | |||
Net debt balance | 569,936 | |||
Debt instrument unamortized discount | (159,790) | |||
Fair value adjustment | $ 159,790 | |||
2021 Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance | 379,695 | 13,647,341 | ||
Accrued interest | 11,006 | 159,435 | ||
Net debt balance | 390,701 | 16,799,837 | ||
Debt instrument unamortized discount | (2,993,061) | |||
Fair value adjustment | ||||
Fair value adjustment | $ 2,993,061 | |||
2022 Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance | 8,126,667 | |||
Accrued interest | 93,559 | |||
Net debt balance | 8,195,401 | $ 4,240,000 | ||
Debt instrument unamortized discount | (500,000) | |||
Fair value adjustment | $ (24,825) | |||
Fair value adjustment | $ 500,000 |
SCHEDULE OF INTEREST EXPENSE DE
SCHEDULE OF INTEREST EXPENSE DEBT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||||||
Stated interest accrual | $ 4,859 | $ 24,660 | $ 6,864 | $ 251,857 | $ 251,857 | $ 381,886 |
Debt discount amortization | 945,969 | 945,969 | 613,610 | |||
Total | $ 4,859 | $ 24,660 | $ 6,864 | $ 1,197,826 | $ 1,197,826 | $ 995,496 |
SCHEDULE OF CONVERSION OF NOTES
SCHEDULE OF CONVERSION OF NOTES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 14,032,528 | $ 8,855,142 | $ 4,400,000 | ||
Interest Payable | 163,517 | 109,424 | 787,996 | ||
Debt converted | $ 5,800,000 | $ 5,800,000 | |||
Common stock issued | 67,899 | 67,899 | |||
Outstanding debt | 17,189,106 | $ 8,939,741 | 4,245,082 | ||
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 | 67,899 | ||||
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 | 756 | ||||
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 | 62,992 | ||||
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 | 3,850 | ||||
Outstanding debt | |||||
2021 Convertible Notes [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Face Amount | 13,647,341 | ||||
Interest Payable | 159,435 | ||||
Outstanding debt | 16,799,837 | ||||
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 | 301 | ||||
Outstanding debt |
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 | |||||||||||||||||||||||||||||||||
Aug. 09, 2022 $ / shares | Aug. 09, 2022 USD ($) $ / shares | Aug. 08, 2022 $ / shares shares | Jul. 02, 2022 $ / shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Dec. 28, 2021 USD ($) $ / shares | Dec. 27, 2021 $ / shares | Dec. 23, 2021 USD ($) $ / shares shares | Nov. 05, 2021 USD ($) $ / shares | Sep. 24, 2021 USD ($) $ / shares | Jun. 30, 2021 USD ($) $ / shares | Jul. 31, 2022 USD ($) $ / shares | Jan. 31, 2021 USD ($) | Jun. 30, 2020 | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | May 31, 2021 USD ($) | Jun. 30, 2021 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2022 | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2015 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2020 USD ($) $ / shares shares | Sep. 29, 2022 $ / shares | Sep. 20, 2022 $ / shares | Aug. 10, 2022 $ / shares | Jul. 01, 2022 $ / shares shares | Jun. 01, 2022 $ / shares | May 02, 2022 $ / shares | Mar. 01, 2022 $ / shares | Feb. 01, 2022 $ / shares | Jan. 03, 2022 $ / shares | Aug. 03, 2021 $ / shares | Jul. 02, 2021 $ / shares | Aug. 31, 2019 $ / shares | Feb. 28, 2013 $ / shares | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 670,262 | $ 670,262 | ||||||||||||||||||||||||||||||||||||||
Converted into common stock | $ 5,800,000 | $ 5,800,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 8,480,000 | $ 7,533,915 | $ 4,549,842 | 14,029,842 | 1,000,000 | |||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.06585 | $ 0.06585 | ||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 4,503,081 | $ 4,503,081 | 12,264,736 | 194,214 | 194,214 | |||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 347,566 | (347,566) | (347,566) | |||||||||||||||||||||||||||||||||||||
Debt discount amortization | 945,969 | 945,969 | 613,610 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 24,825 | $ 24,825 | 3,303,588 | |||||||||||||||||||||||||||||||||||||
Original issue discount | $ 2,993,061 | $ 942,914 | $ 942,914 | |||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 2,208,446 | 2,208,446 | 1,233,148 | 788,437 | 788,437 | |||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 4,859 | 24,660 | $ 6,864 | 1,197,826 | $ 1,197,826 | $ 995,496 | ||||||||||||||||||||||||||||||||||
Proceeds from financed insurance premiums | 867,300 | |||||||||||||||||||||||||||||||||||||||
Proceeds from financed insurance premiums remains outstanding | 389,269 | |||||||||||||||||||||||||||||||||||||||
Repayment insurance premiums interest | 12,078 | |||||||||||||||||||||||||||||||||||||||
Interest expense | 4,859 | 24,660 | 57,662 | 1,282,820 | 1,295,307 | 995,496 | ||||||||||||||||||||||||||||||||||
Notes payable | 8,939,741 | 8,939,741 | 17,189,106 | 4,245,082 | $ 4,245,082 | |||||||||||||||||||||||||||||||||||
Cash proceeds from issuance of debt | $ 8,500,000 | 15,900,000 | ||||||||||||||||||||||||||||||||||||||
Change in fair value of convertible notes | (3,491,513) | $ (1,071,099) | (6,169,929) | (1,071,099) | 2,993,060 | |||||||||||||||||||||||||||||||||||
Conversion of stock amount converted | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 14.17 | $ 14.17 | $ 14.17 | $ 90 | $ 152.60 | $ 152.60 | $ 4 | $ 4.60 | $ 7 | $ 8 | $ 9.20 | $ 18.80 | $ 19.20 | $ 31.60 | $ 56.60 | $ 60.80 | $ 124.60 | |||||||||||||||||||||||
Financed insurance premiums | 399,949 | $ 867,300 | 867,300 | |||||||||||||||||||||||||||||||||||||
Financed Insurance Premiums [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest expense | 4,589 | 6,684 | ||||||||||||||||||||||||||||||||||||||
Measurement Input, Control Premium [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest expense | 10,513 | |||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 230 | $ 230 | $ 200 | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 200 | $ 200 | $ 230 | |||||||||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 200.20 | |||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Converted into common stock | 5,349,137 | |||||||||||||||||||||||||||||||||||||||
Debt discount amortization | $ 554,911 | |||||||||||||||||||||||||||||||||||||||
Notes payable | ||||||||||||||||||||||||||||||||||||||||
Twenty Fifteenth Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 873,000 | |||||||||||||||||||||||||||||||||||||||
Converted into common stock | $ 100,000 | |||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, rate | 5% | |||||||||||||||||||||||||||||||||||||||
Converible variable price per share | 80% | |||||||||||||||||||||||||||||||||||||||
2018 Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, rate | 50% | |||||||||||||||||||||||||||||||||||||||
Debt term | 1 year | 24 months | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 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. | |||||||||||||||||||||||||||||||||||||||
Original issue discount | 783,124 | $ 783,124 | ||||||||||||||||||||||||||||||||||||||
Notes payable | $ 3,444,781 | 3,444,781 | ||||||||||||||||||||||||||||||||||||||
2018 Convertible Notes [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Converted into common stock | 4,401,466 | |||||||||||||||||||||||||||||||||||||||
Notes payable | ||||||||||||||||||||||||||||||||||||||||
2018 Convertible Notes [Member] | Stockholder [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Unsecured promissory notes | 3,500,000 | |||||||||||||||||||||||||||||||||||||||
2018 Convertible Notes [Member] | Board Member [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Unsecured promissory notes | 2,500,000 | |||||||||||||||||||||||||||||||||||||||
2018 Convertible Notes [Member] | Unrelated Party [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Unsecured promissory notes | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
2020 Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Converible variable price per share | 80% | 80% | ||||||||||||||||||||||||||||||||||||||
Unsecured promissory notes | $ 700,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10% | 10% | ||||||||||||||||||||||||||||||||||||||
Divided aggregate number of shares | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||
Conversion price divided aggregate number of shares | 10,000,000 | |||||||||||||||||||||||||||||||||||||||
Original issue discount | 159,790 | $ 159,790 | ||||||||||||||||||||||||||||||||||||||
Notes payable | 569,936 | $ 569,936 | ||||||||||||||||||||||||||||||||||||||
2020 Convertible Notes [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Converted into common stock | 764,438 | |||||||||||||||||||||||||||||||||||||||
Notes payable | ||||||||||||||||||||||||||||||||||||||||
2020 Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Unsecured promissory notes | $ 100,000 | |||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10% | 10% | ||||||||||||||||||||||||||||||||||||||
Original issue discount | ||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 101,694 | $ 101,694 | ||||||||||||||||||||||||||||||||||||||
2021 Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, rate | 80% | |||||||||||||||||||||||||||||||||||||||
Unsecured promissory notes | $ 50,000 | |||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 28, 2023 | |||||||||||||||||||||||||||||||||||||||
Notes payable | 16,799,837 | |||||||||||||||||||||||||||||||||||||||
2021 Convertible Notes [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Converted into common stock | 52,082 | |||||||||||||||||||||||||||||||||||||||
Notes payable | ||||||||||||||||||||||||||||||||||||||||
2021 Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Unsecured promissory notes | $ 3,500 | |||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10% | |||||||||||||||||||||||||||||||||||||||
2021 Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 593,224 | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5% | |||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 9,400,000 | $ 4,600,000 | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 90 | $ 117.40 | $ 117.40 | |||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 04, 2023 | Jun. 23, 2023 | ||||||||||||||||||||||||||||||||||||||
Convetible debt | $ 10,600,000 | $ 5,300,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument original issue discount | 6% | |||||||||||||||||||||||||||||||||||||||
Issuance costs | $ 1,920,158 | |||||||||||||||||||||||||||||||||||||||
Legal Fees | 1,020,158 | |||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 900,000 | |||||||||||||||||||||||||||||||||||||||
Percentage of cash settlement premium | 8% | |||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 163,770 | |||||||||||||||||||||||||||||||||||||||
Debt instrument, convertible, terms of conversion feature | beneficial ownership limitation of 4.99% | |||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 12,777 | |||||||||||||||||||||||||||||||||||||||
Proceeds from Repayment of Loans to Purchase Common Stock | $ 1,500,000 | |||||||||||||||||||||||||||||||||||||||
Common Stock, Convertible, Conversion Price, Increase | $ / shares | $ 117.40 | $ 90 | $ 117.40 | |||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 154,391 | |||||||||||||||||||||||||||||||||||||||
Debt instrument, redemption, description | The number of shares to be settled shall be based on a conversion price equal to the lesser of (a) $117.40 and (b) | |||||||||||||||||||||||||||||||||||||||
Debt instrument, redemption price, percentage | 92% | |||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 15.60 | |||||||||||||||||||||||||||||||||||||||
2021 Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, redemption price, percentage | 20% | |||||||||||||||||||||||||||||||||||||||
2021 Convertible Notes Payable [Member] | General and Administrative Expense [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 15,900,000 | |||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | 3,000,000 | |||||||||||||||||||||||||||||||||||||||
Increase in fair value of debt | 16,800,000 | |||||||||||||||||||||||||||||||||||||||
2021 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5% | |||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 9,400,000 | $ 4,600,000 | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 117.40 | $ 117.40 | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 04, 2023 | Jun. 23, 2023 | ||||||||||||||||||||||||||||||||||||||
Convetible debt | $ 10,600,000 | $ 5,300,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument original issue discount | 6% | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | ||||||||||||||||||||||||||||||||||||||||
Legal Fees | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Original issue discount | 2,993,061 | |||||||||||||||||||||||||||||||||||||||
Percentage of cash settlement premium | 8% | |||||||||||||||||||||||||||||||||||||||
Debt instrument, convertible, terms of conversion feature | beneficial ownership limitation of 4.99% | |||||||||||||||||||||||||||||||||||||||
Debt instrument, redemption, description | The number of shares to be settled shall be based on a conversion price equal to the lesser of (a) $117.40 and (b) 92% of the average of the three lowest volume-weighted average prices (“VWAP”) during the 10 consecutive trading days prior to the applicable Monthly Redemption Date. The Company may not pay the Monthly Redemption Amount in shares unless the applicable conversion price is greater than or equal to $15.60 and the Company has been in compliance with customary requirements under the agreement, unless waived in writing by the holder. | |||||||||||||||||||||||||||||||||||||||
Debt instrument, redemption price, percentage | 92% | |||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 15.60 | |||||||||||||||||||||||||||||||||||||||
Payments of Debt Issuance Costs | $ 15,900,000 | |||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Net | 1,900,000 | 1,900,000 | ||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 900,000 | |||||||||||||||||||||||||||||||||||||||
Gain loss on fair value of interest rates | 45,329 | 2,700,000 | ||||||||||||||||||||||||||||||||||||||
Interest expense after consideration of conversion | 39,847 | 200,000 | ||||||||||||||||||||||||||||||||||||||
Repayments of notes payable | 265,812 | |||||||||||||||||||||||||||||||||||||||
Notes payable | $ 390,701 | $ 390,701 | $ 16,799,837 | |||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 15.60 | $ 15.60 | ||||||||||||||||||||||||||||||||||||||
2021 Notes [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | 15.60 | $ 4.60 | $ 4.60 | |||||||||||||||||||||||||||||||||||||
Debt instrument, redemption price, percentage | 20% | |||||||||||||||||||||||||||||||||||||||
2021 Notes [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 7 | $ 7 | $ 7 | |||||||||||||||||||||||||||||||||||||
2021 Notes [Member] | Other Operating Income (Expense) [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Loss on debt conversions | $ 1,400,000 | $ 4,000,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversions | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||
2022 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible debt | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Debt term | 5 years | |||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 10.90 | $ 10.90 | ||||||||||||||||||||||||||||||||||||||
Debt interest rate | 6% | 6% | 6% | |||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 07, 2024 | Dec. 29, 2023 | ||||||||||||||||||||||||||||||||||||||
Convetible debt | $ 8,000,000 | $ 8,000,000 | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | 24,825 | 24,825 | ||||||||||||||||||||||||||||||||||||||
Issuance costs | 1,100,000 | |||||||||||||||||||||||||||||||||||||||
Original issue discount | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||||
Notes payable | 4,240,000 | 4,240,000 | 8,195,401 | 8,195,401 | ||||||||||||||||||||||||||||||||||||
Cash proceeds from issuance of debt | 4,000,000 | |||||||||||||||||||||||||||||||||||||||
Initial fair value | 12,060,000 | $ 12,060,000 | ||||||||||||||||||||||||||||||||||||||
Loss on issuance of fair value | $ 3,600,000 | |||||||||||||||||||||||||||||||||||||||
Original issue discount rate | 6% | |||||||||||||||||||||||||||||||||||||||
Legal and investment banking fees | $ 600,000 | |||||||||||||||||||||||||||||||||||||||
Change in fair value of convertible notes | $ 3,500,000 | $ 3,500,000 | ||||||||||||||||||||||||||||||||||||||
Common stock average price percentage | 0.10 | |||||||||||||||||||||||||||||||||||||||
Debt conversion description | The Company may elect to pay all or part of the redemption amount in cash with a premium of eight percent or in conversion shares of common stock based on a conversion price equal to the lesser of (i) the conversion price and (ii) 92% of the average of the three lowest VWAPs (as defined) during the ten consecutive trading days ending on the trading day that is immediately prior to the applicable redemption date, but in no event may the Company pay the redemption amount in conversion shares of common stock unless the conversion price is at least equal to $2.006 and the Company has been in compliance with customary requirements under the agreement, unless waived in writing by the holder. | |||||||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 233,395 | 233,395 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 14.17 | $ 15.60 | $ 14.17 | |||||||||||||||||||||||||||||||||||||
Percenatge of premium conversion price | 30% | 30% | ||||||||||||||||||||||||||||||||||||||
Original issue discount rate percentage | 6% | 6% | 6% | |||||||||||||||||||||||||||||||||||||
2022 Notes [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument, redemption price, percentage | 20% |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANT (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Outstanding warrant | 1,521,331 | 1,054,543 | ||
Warrant One [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Outstanding warrant | 945,063 | [1] | 945,063 | |
Warrant description | LACQ warrants | [1] | LACQ warrants | |
Warrant One [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Exercise price | $ 200 | [1] | $ 200 | |
Warrant One [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Exercise price | $ 230 | [1] | $ 230 | |
Warrant Two [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Outstanding warrant | 55,306 | [2] | 55,306 | |
Exercise price | $ 4.04 | [2] | $ 90 | |
Warrant description | Share subscription facility | [2] | Share subscription facility | |
Warrant Three [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Outstanding warrant | 18,058 | [3] | 18,058 | |
Exercise price | $ 15.60 | [3] | $ 152.60 | |
Warrant description | 2021 Notes | [3] | Convertible note | |
Warrant Four [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Outstanding warrant | 36,116 | [4] | 36,116 | |
Exercise price | $ 15.60 | [4] | $ 152.60 | |
Warrant description | 2021 Notes | [4] | Convertible note | |
Warrant Five [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Outstanding warrant | [5] | 233,394 | ||
Exercise price | [5] | $ 14.17 | ||
Warrant description | [5] | 2022 Notes | ||
Warrant Six [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Outstanding warrant | [6] | 233,394 | ||
Exercise price | [6] | $ 14.17 | ||
Warrant description | [6] | 2022 Notes | ||
[1]On June 30, 2021, as a result of the closing of the Business Combination, the Company assumed a total of 945,063 200.00 230.00 June 30, 2026 500,000 445,063 55,306 three 200.20 289.80 11.6 18,058 152.60 September 23, 2026 15.60 36,116 152.60 November 4, 2026 15.60 233,394 14.17 June 29, 2027 233,394 14.17 August 8, 2027 |
SCHEDULE OF OUTSTANDING WARRA_2
SCHEDULE OF OUTSTANDING WARRANT (Details) (Parenthetical) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Nov. 05, 2021 | Sep. 24, 2021 | Aug. 03, 2021 | Jul. 02, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2022 | Sep. 20, 2022 | Aug. 10, 2022 | Aug. 09, 2022 | Aug. 08, 2022 | Jul. 31, 2022 | Jul. 02, 2022 | Jul. 01, 2022 | Jun. 01, 2022 | May 02, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 03, 2022 | Dec. 28, 2021 | Aug. 31, 2019 | Feb. 28, 2013 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Warrants issued | 36,116 | 18,058 | 55,306 | 945,063 | 945,063 | 233,394 | 233,394 | 659 | ||||||||||||||||||
Warrant expiration date | Nov. 04, 2026 | Sep. 23, 2026 | Jun. 30, 2026 | Jun. 30, 2026 | Aug. 08, 2027 | Jun. 29, 2027 | ||||||||||||||||||||
Warrants, exercise price | $ 152.60 | $ 152.60 | $ 4 | $ 4.60 | $ 7 | $ 14.17 | $ 14.17 | $ 8 | $ 9.20 | $ 18.80 | $ 19.20 | $ 31.60 | $ 56.60 | $ 90 | $ 60.80 | $ 124.60 | ||||||||||
Fair value adjustment of warrants | $ 11,565,472 | $ 11,565,472 | ||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||
Debt Instrument Expiration Date | Nov. 04, 2026 | Sep. 23, 2026 | ||||||||||||||||||||||||
2022 Notes [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Warrants, exercise price | $ 14.17 | $ 15.60 | $ 14.17 | |||||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Warrants, exercise price | $ 200.20 | |||||||||||||||||||||||||
Fair value adjustment of warrants | $ 56,591 | $ 11,600,000 | ||||||||||||||||||||||||
Grant date fair value of warrants price per share | $ 289.80 | |||||||||||||||||||||||||
Subscription Arrangement [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Warrants issued | 25,000 | 55,306 | ||||||||||||||||||||||||
Subscription Arrangement [Member] | General and Administrative Expense [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Fair value adjustment of warrants | $ 56,590 | |||||||||||||||||||||||||
Public Warrant [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Class of warrant or right, outstanding | 500,000 | 500,000 | ||||||||||||||||||||||||
Private Warrant [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Remaining of cashless warrant shares | 445,063 | 445,063 | ||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 200 | $ 200 | ||||||||||||||||||||||||
Warrants, exercise price | $ 230 | 200 | 200 | |||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | 230 | 230 | ||||||||||||||||||||||||
Warrants, exercise price | $ 200 | $ 230 | $ 230 |
SCHEDULE OF WARRANTS FAIR VALUE
SCHEDULE OF WARRANTS FAIR VALUE ESTIMATION ASSUMPTIONS (Details) | Sep. 30, 2022 $ / shares | Aug. 09, 2022 $ / shares | Jul. 01, 2022 $ / shares | Dec. 31, 2021 $ / shares | Nov. 05, 2021 $ / shares | Sep. 24, 2021 $ / shares | Jul. 02, 2021 $ / shares |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Expected term years | 3 years | ||||||
Leisure Acquisition Corp A Delaware Corporation [Member] | Measurement Input, Share Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 289.80 | 289.80 | |||||
Leisure Acquisition Corp A Delaware Corporation [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 200 | 200 | |||||
Leisure Acquisition Corp A Delaware Corporation [Member] | Measurement Input, Exercise Price [Member] | Maximum [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 230 | 230 | |||||
Leisure Acquisition Corp A Delaware Corporation [Member] | Measurement Input, Expected Term [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Expected term years | 3 years | 3 years | |||||
Leisure Acquisition Corp A Delaware Corporation [Member] | Measurement Input, Price Volatility [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 110 | 110 | |||||
Leisure Acquisition Corp A Delaware Corporation [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 0.5 | 0.5 | |||||
Share Subscription Facility [Member] | Measurement Input, Share Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 289.80 | 289.80 | |||||
Share Subscription Facility [Member] | Measurement Input, Share Price [Member] | Minimum [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4.80 | ||||||
Share Subscription Facility [Member] | Measurement Input, Share Price [Member] | Maximum [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 85.80 | ||||||
Share Subscription Facility [Member] | Measurement Input, Exercise Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 200.20 | 200.20 | |||||
Share Subscription Facility [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4 | ||||||
Share Subscription Facility [Member] | Measurement Input, Exercise Price [Member] | Maximum [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 90 | ||||||
Share Subscription Facility [Member] | Measurement Input, Expected Term [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Expected term years | 3 years | 3 years | |||||
Share Subscription Facility [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 1 | ||||||
Expected term years | 1 year 9 months 3 days | ||||||
Share Subscription Facility [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4.2 | ||||||
Expected term years | 2 years 5 months 26 days | ||||||
Share Subscription Facility [Member] | Measurement Input, Price Volatility [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 110 | 110 | |||||
Share Subscription Facility [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 108.2 | ||||||
Share Subscription Facility [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 125.3 | ||||||
Share Subscription Facility [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 0.5 | 0.5 | |||||
Liability Classified Warrants Grant Date [Member] | Measurement Input, Share Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 10.60 | 11.40 | 45 | 89.80 | |||
Liability Classified Warrants Grant Date [Member] | Measurement Input, Exercise Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 14.20 | 14.20 | 152.60 | 152.60 | |||
Liability Classified Warrants Grant Date [Member] | Measurement Input, Expected Term [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Expected term years | 5 years | 5 years | 5 years | 5 years | |||
Liability Classified Warrants Grant Date [Member] | Measurement Input, Price Volatility [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 102.8 | 98.9 | 94.1 | 94.1 | |||
Liability Classified Warrants Grant Date [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 3 | 2.9 | 1 | 1 | |||
Liability Classified Warrants Remeasured [Member] | Measurement Input, Share Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4.30 | 94 | |||||
Liability Classified Warrants Remeasured [Member] | Measurement Input, Exercise Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 15.60 | 152.60 | |||||
Liability Classified Warrants Remeasured [Member] | Measurement Input, Expected Term [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Expected term years | 4 years | 4 years 9 months | |||||
Liability Classified Warrants Remeasured [Member] | Measurement Input, Price Volatility [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 116.1 | 97.4 | |||||
Liability Classified Warrants Remeasured [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4.1 | 1.3 | |||||
Liability Classified Warrants Remeasured1 [Member] | Measurement Input, Share Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4.30 | 94 | |||||
Liability Classified Warrants Remeasured1 [Member] | Measurement Input, Exercise Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 15.60 | 152.60 | |||||
Liability Classified Warrants Remeasured1 [Member] | Measurement Input, Expected Term [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Expected term years | 4 years 1 month 6 days | 4 years 10 months 6 days | |||||
Liability Classified Warrants Remeasured1 [Member] | Measurement Input, Price Volatility [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 114.9 | 96.8 | |||||
Liability Classified Warrants Remeasured1 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4.1 | 1.3 | |||||
Liability Classified Warrants Remeasured 2 [Member] | Measurement Input, Share Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4.40 | ||||||
Liability Classified Warrants Remeasured 2 [Member] | Measurement Input, Exercise Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 14.20 | ||||||
Liability Classified Warrants Remeasured 2 [Member] | Measurement Input, Expected Term [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Expected term years | 4 years 9 months | ||||||
Liability Classified Warrants Remeasured 2 [Member] | Measurement Input, Price Volatility [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 109.4 | ||||||
Liability Classified Warrants Remeasured 2 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4.1 | ||||||
Liability Classified Warrants Remeasured 3 [Member] | Measurement Input, Share Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4.40 | ||||||
Liability Classified Warrants Remeasured 3 [Member] | Measurement Input, Exercise Price [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 14.20 | ||||||
Liability Classified Warrants Remeasured 3 [Member] | Measurement Input, Expected Term [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Expected term years | 4 years 10 months 9 days | ||||||
Liability Classified Warrants Remeasured 3 [Member] | Measurement Input, Price Volatility [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 108.3 | ||||||
Liability Classified Warrants Remeasured 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||
Estimating fair value of warrants | 4.1 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | |||||||||||||||||||||
Jun. 30, 2021 | Jan. 31, 2021 | Aug. 31, 2019 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 29, 2022 | Sep. 20, 2022 | Aug. 10, 2022 | Aug. 09, 2022 | Jul. 02, 2022 | Jul. 01, 2022 | Jun. 01, 2022 | May 02, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 03, 2022 | Dec. 31, 2021 | Dec. 28, 2021 | Nov. 05, 2021 | Sep. 24, 2021 | Jul. 02, 2021 | Dec. 31, 2020 | Feb. 28, 2013 | |
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 250,000,000 | 150,000,000 | 150,000,000 | ||||||||||||||||||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | ||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||||
Common stock, shares, issued | 2,208,446 | 1,233,148 | 788,437 | ||||||||||||||||||||
Common stock, shares outstanding | 310,963 | 310,963 | 2,207,458 | 1,232,160 | 788,437 | ||||||||||||||||||
Stock issued to settlement of convertible debt | 67,899 | 67,899 | |||||||||||||||||||||
Stock issued to settlement amount of convertible debt | $ 5.8 | $ 5.8 | |||||||||||||||||||||
Common stock issued to settlement of termination agreement | 25,000 | 25,000 | |||||||||||||||||||||
Common stock issued to settelment of underwriting costs | 6,250 | 6,250 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 945,063 | 945,063 | 233,394 | 233,394 | 36,116 | 18,058 | 55,306 | 659 | |||||||||||||||
Warrant, exercise price | $ 60.80 | $ 4 | $ 4.60 | $ 7 | $ 14.17 | $ 14.17 | $ 8 | $ 9.20 | $ 18.80 | $ 19.20 | $ 31.60 | $ 56.60 | $ 90 | $ 152.60 | $ 152.60 | $ 124.60 | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 329 | ||||||||||||||||||||||
Weighted Average Number of Shares, Restricted Stock | 988 | ||||||||||||||||||||||
common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
SPAC [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Common stock, shares outstanding | 310,963 | 310,963 | |||||||||||||||||||||
Former Ensysce [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Common stock, shares, issued | 802,679 | 802,679 | |||||||||||||||||||||
Stock issued during period shares purchase of assets | 988 | 988 | |||||||||||||||||||||
common stock par value | $ 0.0001 |
SCHEDULE OF STOCK OPTION OUTSTA
SCHEDULE OF STOCK OPTION OUTSTANDING (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total option Outstanding | 326,741 | 222,191 | 236,433 |
Legacy Plans [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total option Outstanding | 27,154 | ||
Two Thousand Sixteen Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total option Outstanding | 201,706 | ||
Two Thousand Nineteen Directors Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total option Outstanding | 7,573 | ||
Two Thousand Twenty One Omnibus Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total option Outstanding | 222,191 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Option outstanding, beginning balance | 222,191 | 236,433 |
Weighted average exercise price. beginning balance | $ 48 | $ 45.60 |
Weighted average remaining contractual term, beginning balance | 6 years | 6 years 9 months 18 days |
Aggregate intrinsic value, beginning balance | $ 10,207,306 | $ 1,817,383 |
Option outstanding, granted | 114,550 | 0 |
Weighted average exercise price, granted | $ 77.30 | |
Aggregate intrinsic value, granted | ||
Option Outstanding, Exercised | (12,242) | |
Weighted average exercise price, exercised | $ 18.20 | |
Aggregate intrinsic value, exercised | $ 472,453 | |
Option Outstanding, Expired or Forfeited | 10,000 | |
Weighted Average Exercise Price Per Share, Cancelled or Forfeited | ||
Aggregate Intrinsic Value, Expired/Forfeited | ||
Option outstanding, ending balance | 326,741 | 222,191 |
Weighted average exercise price, ending balance | $ 59.13 | $ 48 |
Weighted average remaining contractual term, ending balance | 6 years 6 months 25 days | 6 years |
Aggregate intrinsic value, ending balance | $ 10,207,306 | |
Option Outstanding, Options Exercisable Ending Balance | 284,014 | 216,899 |
Weighted Average Exercise Price Per Share, Options Exercisable Ending Balance | $ 62.03 | $ 47.60 |
Weighted average remaining contractual term, exercisable | 6 years 1 month 24 days | 5 years 10 months 24 days |
Aggregate Intrinsic Value, Options Exercisable Ending Balance | $ 10,055,725 | |
Option vested or expected to vest | 326,741 | 222,191 |
Weighted average exercise price, vested or expected to vest | $ 59.13 | $ 48 |
Weighted average remaining contractual term in years, vested and expected to vest | 6 years 6 months 25 days | 6 years |
Aggregate intrinsic value, vested or expected to vest | $ 10,207,306 | |
Weighted average remaining contractual term, grants | 7 years 7 months 17 days | |
Option outstanding, exercised | 12,242 | |
Option outstanding, Expired or Forfeited | (10,000) | |
Weighted average exercise price, expired / forfeited | $ 21.40 | |
Aggregate intrinsic value, expired or forfeited | ||
Option, exercisable | 284,014 | 216,899 |
Weighted average exercise price, exercisable | $ 62.03 | $ 47.60 |
Aggregate intrinsic value, beginning balance | $ 10,055,725 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock price | $ 51.60 | ||
Exercise price | $ 67 | ||
Expected stock price volatility | 124% | ||
Expected term (years) | 5 years 9 months 18 days | ||
Expected dividend rate | 0% | 0% | |
Expected stock price volatility, minimum | 76.61% | ||
Expected stock price volatility, maximum | 95.87% | ||
Risk-free interest rate, minimum | 1.52% | ||
Risk-free interest rate, maximum | 3.14% | ||
Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock price | $ 8.60 | ||
Exercise price | $ 8.5 | ||
Expected term (years) | 5 years 2 months 8 days | ||
Risk-free interest rate | 0.27% | ||
Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock price | $ 34 | ||
Exercise price | $ 125.60 | ||
Expected term (years) | 10 years | ||
Risk-free interest rate | 1.52% |
SCHEDULE OF COMMON STOCK FUTURE
SCHEDULE OF COMMON STOCK FUTURE ISSUANCE (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance | 2,662,816 | 1,326,734 |
Warrant Outstanding [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance | 1,521,331 | 1,054,543 |
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 | 343,241 | 222,191 |
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 | 44,095 | 50,000 |
Share-Based Payment Arrangement, Option [Member] | Two Thousand Twenty Two Notes Outstanding [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance | 754,149 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 26, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option, outstanding | 326,741 | 326,741 | 222,191 | 236,433 | |||
Stock reserved for future issuance | 2,662,816 | 2,662,816 | 1,326,734 | ||||
Number of restricted stock granted | 114,550 | 0 | |||||
Exercise price per share vested | $ 59.13 | $ 59.13 | $ 48 | ||||
Weighted-average fair value per share , grant | $ 19.24 | $ 0 | $ 44 | ||||
Unrecognized stock based compensation | $ 605,868 | $ 605,868 | $ 37,690 | ||||
Weighted average period | 1 year 5 months 1 day | 1 year 5 months 8 days | |||||
General and Administrative Expense [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation allocated | 121,764 | 178,679 | |||||
Share based compensation expense | 128,357 | $ 24,833 | $ 731,126 | $ 105,026 | |||
Research and Development Expense [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation allocated | 0 | 0 | |||||
Share based compensation expense | $ 28,791 | $ 0 | $ 124,034 | $ 0 | |||
Board Of Directors [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of restricted stock granted | 6,585 | ||||||
Option, vesting period | 3 years | ||||||
Exercise price per share vested | $ 67 | ||||||
Board of Members [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of restricted stock granted | 114,550 | ||||||
Board of Members [Member] | Minimum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option, vesting period | 0 years | ||||||
Exercise price per share vested | $ 8.50 | $ 8.50 | |||||
Board of Members [Member] | Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option, vesting period | 4 years | ||||||
Exercise price per share vested | $ 125.60 | $ 125.60 | |||||
2021 Omnibus Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option, outstanding | 221,191 | 221,191 | 221,191 | ||||
Stock reserved for future issuance | 50,000 | 50,000 | 50,000 | 150,000 |
SCHEDULE OF INCOME TAXES BENEFI
SCHEDULE OF INCOME TAXES BENEFIT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
UNITED STATES | ||
Income (loss) before provision for income taxes | $ (29,145,901) | $ (159,275) |
SCHEDULE OF FEDERAL AND STATE I
SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current state provision | $ 1,600 |
SCHEDULE OF FEDERAL INCOME TAX
SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income (benefit) taxes at statutory rates | $ (6,120,640) | $ (33,448) |
State income tax, net of federal benefit | (131,962) | 47,340 |
Warrants and convertible debt | 1,620,341 | 12,776 |
Nondeductible executive compensation | 480,248 | |
Stock based compensation | (278,940) | |
Share subscription facility transaction costs | 2,664,850 | |
Research and development tax credits | (501,451) | |
Change in tax rates | 371,784 | |
Other | (139,213) | 405 |
Change in valuation allowance | 2,034,983 | (27,073) |
Total |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss tax carryforwards | $ 25,068,127 | $ 23,332,247 |
Tax credits | 3,164,799 | 2,663,350 |
Stock-based compensation | 915,675 | 1,798,263 |
Other | 687,422 | 89,880 |
Deferred Tax Assets, Gross | 29,836,023 | 27,883,740 |
Valuation allowance | (29,830,534) | (27,795,550) |
Total deferred tax assets | 5,489 | 88,190 |
Convertible notes: embedded derivatives | (81,603) | |
Other | (5,489) | (6,587) |
Total deferred tax liabilities | (5,489) | (88,190) |
Net deferred tax assets |
SUMMARY OF INCOME TAX CONTINGEN
SUMMARY OF INCOME TAX CONTINGENCIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 968,445 | $ 929,990 |
Increases (decreases) related to current year tax positions | 171,977 | 38,455 |
Increases (decreases) related to prior year tax positions | (5,243) | |
Expiration of the statute of limitations for the assessment of taxes | ||
Other | ||
Balance at end of year | $ 1,135,179 | $ 968,445 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||
Tax Credit Carryforward, Description | CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits federal NOL carryforwards and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows federal NOLs incurred in 2019, 2020 and 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. | carryforward indefinitely and be available to offset up to 80% of future taxable income each year | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 1,100,000 | $ 1,000,000 | |||
Financing Receivable, Accrued Interest, Writeoff | $ 0 | ||||
California Franchise Tax Board [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating Loss Carryforwards | 69,700,000 | ||||
Domestic Tax Authority [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating Loss Carryforwards | 95,900,000 | $ 13,500,000 | $ 82,400,000 | ||
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforward amount | 3,000,000 | ||||
State and Local Jurisdiction [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating Loss Carryforwards | 400,000 | ||||
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforward amount | $ 1,500,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2022 | Aug. 09, 2022 | Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Proceeds from issuance of convertible notes, net | $ 8,480,000 | $ 7,533,915 | $ 4,549,842 | $ 14,029,842 | $ 1,000,000 | ||||
Debt Instrument, Face Amount | $ 8,855,142 | 8,855,142 | 14,032,528 | 4,400,000 | |||||
Share-Based Payment Arrangement, Noncash Expense | 855,160 | 105,026 | 121,764 | 178,679 | |||||
Stock Issued During Period, Value, New Issues | |||||||||
Subsequent Event [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 46,062 | ||||||||
Chief Executive Officer [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Cash compensation | 30,909 | 129,890 | |||||||
Accounts Payable | 0 | 12,989 | |||||||
Debt Instrument, Face Amount | $ 0 | 100,000 | |||||||
Share-Based Payment Arrangement, Noncash Expense | $ 3,584 | $ 43,898 | |||||||
Board of Directors Chairman [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Proceeds from issuance of convertible notes, net | $ 2,500,000 | ||||||||
Chief Executive Officer And Board Member [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 46,062 | ||||||||
Stock Issued During Period, Value, New Issues | $ 800,000 |
SCHEDULE OF CONVERSION DEBT (De
SCHEDULE OF CONVERSION DEBT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Short-Term Debt [Line Items] | ||
Conversion price | $ 0.06585 | |
2021 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Shares | 849,340 | |
Conversion price | $ 117.40 | |
Redemption value | $ 13,521,834 | |
2021 Notes [Member] | Note One [Member] | ||
Short-Term Debt [Line Items] | ||
Conversion date | Mar. 31, 2022 | |
Shares | 235,428 | |
Conversion price | $ 27.07 | |
Redemption value | $ 6,372,700 | |
2021 Notes [Member] | Note Two [Member] | ||
Short-Term Debt [Line Items] | ||
Conversion date | Jun. 30, 2022 | |
Shares | 274,058 | |
Conversion price | $ 17.61 | |
Redemption value | $ 4,826,053 | |
2021 Notes [Member] | Note Three [Member] | ||
Short-Term Debt [Line Items] | ||
Conversion date | Sep. 30, 2022 | |
Shares | 339,854 | |
Conversion price | $ 6.84 | |
Redemption value | $ 2,323,081 | |
2022 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Shares | 88,584 | |
Conversion price | $ 10.90 | |
Redemption value | $ 357,701 | |
2022 Notes [Member] | Note One [Member] | ||
Short-Term Debt [Line Items] | ||
Conversion date | Sep. 30, 2022 | |
Shares | 88,584 | |
Conversion price | $ 4.04 | |
Redemption value | $ 357,701 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted stock units outstanding, beginning balance | shares | |
Weight average fair value, beginning balance | $ / shares | |
Restricted stock units, granted | shares | 61,367 |
Weight average fair value, granted | $ / shares | $ 23.02 |
Restricted stock units, released | shares | (34,867) |
Weight average fair value, released | $ / shares | $ 26.25 |
Restricted stock units, cancelled | shares | (10,000) |
Weight average fair value, cancelled | $ / shares | |
Restricted stock units outstanding, ending balance | shares | 16,500 |
Weight average fair value, ending balance | $ / shares | $ 10.63 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 28, 2022 | Oct. 28, 2022 | Oct. 11, 2022 | Jan. 26, 2022 | Aug. 31, 2019 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 114,550 | 0 | ||||||||||
Common Stock, Shares, Issued | 2,208,446 | 2,208,446 | 1,233,148 | 788,437 | ||||||||
Repayments of Convertible Debt | $ 265,812 | |||||||||||
Number of common stock issued on conversion, shares | 329 | |||||||||||
Number of common stock issued on conversion | $ 4,074,063 | $ 17,868,097 | $ 5,696,703 | $ 5,696,703 | ||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common Stock, Shares, Issued | 235,428 | |||||||||||
Repayments of Convertible Debt | $ 6,400,000 | |||||||||||
Stockholders' Equity Note, Stock Split | 1-for-20 reverse split | |||||||||||
Reverse stock split | 1-for-20 reverse split | |||||||||||
Subsequent Event [Member] | 2021 Notes [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Remaining debt principal and accrued interest outstanding | $ 390,701 | |||||||||||
Subsequent Event [Member] | 2022 Notes [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock issued on conversion, shares | 573,944 | |||||||||||
Number of common stock issued on conversion | $ 2,100,000 | |||||||||||
Omnibus Incentive Plan [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 150,000 | |||||||||||
Omnibus Incentive Plan [Member] | Subsequent Event [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 99,300 | |||||||||||
Omnibus Incentive Plan [Member] | Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 46,367 |