Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | ENSYSCE BIOSCIENCES, INC. |
Entity Central Index Key | 0001716947 |
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 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 1,464,381 | $ 3,147,702 | $ 12,264,736 |
Unbilled receivable | 107,738 | 276,821 | 441,721 |
Right-of-use asset | 2,717 | 27,165 | 24,721 |
Prepaid expenses and other current assets | 1,182,967 | 1,847,481 | 2,931,415 |
Total current assets | 2,757,803 | 5,299,169 | 15,662,593 |
Property and equipment, net | |||
Other assets | 460,883 | 585,883 | 754,756 |
Total assets | 3,218,686 | 5,885,052 | 16,417,349 |
Current liabilities: | |||
Accounts payable | 916,416 | 2,943,791 | 301,104 |
Accrued expenses and other liabilities | 760,458 | 2,226,494 | 3,407,533 |
Lease liability | 2,732 | 27,315 | 24,874 |
Notes payable and accrued interest | 350,932 | 4,266,610 | 12,748,155 |
Total current liabilities | 2,030,538 | 9,464,210 | 16,481,666 |
Long-term liabilities: | |||
Notes payable, net of current portion | 140,148 | 4,440,951 | |
Liability classified warrants | 30,473 | 310,346 | |
Other long-term liabilities | 310,346 | 3,652,790 | |
Total long-term liabilities | 30,473 | 450,494 | 8,093,741 |
Total liabilities | 2,061,011 | 9,914,704 | 24,575,407 |
Commitments and contingencies (Note 6) | |||
Stockholders’ equity (deficit) | |||
Preferred stock, $0.0001 par value, 1,500,000 shares authorized, no shares issued and outstanding at September 30, 2023 and December 31, 2022 | |||
Common stock, $0.0001 par value, 250,000,000 shares authorized at September 30, 2023 and December 31, 2022; 2,864,085 and 534,571 shares issued at September 30, 2023 and December 31, 2022, respectively; 2,864,004 and 534,490 shares outstanding at September 30, 2023 and December 31, 2022, respectively | 287 | 53 | 10 |
Additional paid-in capital | 119,537,611 | 107,216,566 | 77,967,314 |
Accumulated deficit | (118,052,779) | (110,931,063) | (85,845,567) |
Total Ensysce Biosciences, Inc. stockholders’ equity (deficit) | 1,485,119 | (3,714,444) | (7,878,243) |
Noncontrolling interests in stockholders’ equity (deficit) | (327,444) | (315,208) | (279,815) |
Total stockholders’ equity (deficit) | 1,157,675 | (4,029,652) | (8,158,058) |
Total liabilities and stockholders’ equity (deficit) | $ 3,218,686 | $ 5,885,052 | $ 16,417,349 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Notes payable and accrued interest | $ 4,063,431 | $ 12,358,886 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 150,000,000 |
Common stock, shares issued | 534,571 | 102,759 |
Common stock, shares outstanding | 534,490 | 102,678 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Federal grants | $ 435,380 | $ 279,351 | $ 1,715,488 | $ 1,089,920 | $ 2,523,383 | $ 3,531,199 |
Operating expenses: | ||||||
Research and development | 1,914,970 | 4,756,096 | 5,354,713 | 13,393,948 | 19,835,875 | 4,690,082 |
General and administrative | 1,227,724 | 1,686,580 | 3,923,277 | 5,717,281 | 6,909,603 | 18,711,548 |
Total operating expenses | 3,142,694 | 6,442,676 | 9,277,990 | 19,111,229 | 26,745,478 | 23,401,630 |
Loss from operations | (2,707,314) | (6,163,325) | (7,562,502) | (18,021,309) | (24,222,095) | (19,870,431) |
Other income (expense): | ||||||
Change in fair value of derivative liabilities | 673,314 | |||||
Loss on issuance of convertible notes | (3,609,944) | (3,609,944) | (3,609,944) | |||
Issuance costs for convertible notes | (1,118,721) | (1,118,721) | (1,137,740) | (1,920,158) | ||
Change in fair value of convertible notes | 3,491,513 | 146,479 | 6,169,929 | 5,756,787 | (2,993,060) | |
Issuance of liability classified warrants | (3,737,371) | (3,737,371) | (3,737,371) | (1,865,403) | ||
Change in fair value of liability classified warrants | 17,223 | 2,683,340 | 279,873 | 5,626,130 | 6,730,613 | (1,438,186) |
Loss on debt conversions | (1,404,877) | (4,000,155) | (3,964,633) | (154,391) | ||
Interest expense, net | (7,649) | (4,859) | (9,146) | (57,662) | (109,525) | (1,295,307) |
Other income, net | 6,934 | 8,679 | 23,382 | 19,494 | 86,223 | (282,279) |
Total other income (expense), net | 16,508 | (3,692,240) | 440,588 | (708,300) | 14,410 | (9,275,470) |
Net loss | (2,690,806) | (9,855,565) | (7,121,914) | (18,729,609) | (24,207,685) | (29,145,901) |
Net loss attributable to noncontrolling interests | (1,235) | (21,492) | (12,236) | (47,619) | (35,393) | (62,190) |
Deemed dividend related to warrants down round provision | 63,539 | 12,038 | 881,598 | 913,204 | 803,140 | |
Net loss attributable to common stockholders | $ (2,689,571) | $ (9,897,612) | $ (7,121,716) | $ (19,563,588) | $ (25,085,496) | $ (29,886,851) |
Net loss per basic and diluted share: | ||||||
Net loss per share attributable to common stockholders, basic | $ (0.87) | $ (61.58) | $ (3.32) | $ (140.90) | $ (139.42) | $ (355.72) |
Weighted average common shares outstanding, basic | 3,085,873 | 160,719 | 2,145,505 | 138,849 | 179,925 | 84,018 |
Net loss per share attributable to common stockholders, diluted | $ (0.87) | $ (61.58) | $ (3.32) | $ (140.90) | ||
Weighted average common shares outstanding, diluted | 3,085,873 | 160,719 | 2,145,505 | 138,849 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2020 | $ 6 | $ 49,517,908 | $ (55,958,716) | $ (217,625) | $ (6,658,427) |
Balance, shares at Dec. 31, 2020 | 65,703 | ||||
Exercise of stock options | 262,862 | 262,862 | |||
Exercise of stock options, shares | 1,186 | ||||
Settlement of convertible notes in business combination | $ 1 | 5,696,702 | 5,696,703 | ||
Settlement of convertible notes in business combination, shares | 5,658 | ||||
Conversion of convertible notes | 2,247,615 | 2,247,615 | |||
Conversion of convertible notes, shares | 1,614 | ||||
Issuance of common stock for business combination, net of transaction costs | $ 3 | 7,695,261 | 7,695,264 | ||
Issuance of common stock for business combination, net of transaction costs, shares | 28,517 | ||||
Stock-based compensation | 121,764 | 121,764 | |||
Issuance of warrants | 11,565,472 | 11,565,472 | |||
Warrant modification | 56,590 | 56,590 | |||
Deemed dividend related to warrants down round provision | 803,140 | (803,140) | |||
Net loss | (29,083,711) | (62,190) | (29,145,901) | ||
Balance at Dec. 31, 2021 | $ 10 | 77,967,314 | (85,845,567) | (279,815) | (8,158,058) |
Balance, shares at Dec. 31, 2021 | 102,678 | ||||
Stock-based compensation | 2,543,388 | 2,543,388 | |||
Deemed dividend related to warrants down round provision | 881,598 | (881,598) | |||
Net loss | (18,681,990) | (47,619) | (18,729,609) | ||
Consultant Compensation | 54,250 | 54,250 | |||
Consultant compensation, shares | 208 | ||||
Settlement of restricted stock units | |||||
Settlement of restricted stock units, shares | 2,904 | ||||
Conversion of convertible notes | $ 8 | 17,868,089 | 17,868,097 | ||
Conversions of convertible notes, shares | 78,155 | ||||
Balance at Sep. 30, 2022 | $ 18 | 99,314,639 | (105,409,155) | (327,434) | (6,421,932) |
Balance, shares at Sep. 30, 2022 | 183,945 | ||||
Balance at Dec. 31, 2021 | $ 10 | 77,967,314 | (85,845,567) | (279,815) | $ (8,158,058) |
Balance, shares at Dec. 31, 2021 | 102,678 | ||||
Exercise of stock options, shares | |||||
Conversion of convertible notes | $ 18 | 21,485,886 | $ 21,485,904 | ||
Conversion of convertible notes, shares | 181,999 | ||||
Stock-based compensation | 2,760,074 | 2,760,074 | |||
Deemed dividend related to warrants down round provision | 913,204 | (913,204) | |||
Net loss | (24,172,292) | (35,393) | (24,207,685) | ||
Consultant Compensation | 54,250 | 54,250 | |||
Consultant compensation, shares | 208 | ||||
Settlement of restricted stock units | |||||
Settlement of restricted stock units, shares | 3,278 | ||||
Settlement of payable to related parties | $ 1 | 191,617 | 191,618 | ||
Settlement of related party payable, Share | 3,838 | ||||
Capital contribution from related parties | 608,382 | 608,382 | |||
Public offerings, net | $ 24 | 3,783,216 | 3,783,240 | ||
Public offering, net, shares | 241,666 | ||||
Transaction costs associated with public offerings | (547,377) | (547,377) | |||
Reverse split fractional shares | |||||
Reverse split fractional shares, shares | 823 | ||||
Reverse split fractional shares, shares | (823) | ||||
Balance at Dec. 31, 2022 | $ 53 | 107,216,566 | (110,931,063) | (315,208) | (4,029,652) |
Balance, shares at Dec. 31, 2022 | 534,490 | ||||
Balance at Jun. 30, 2022 | $ 14 | 95,019,893 | (95,511,543) | (305,942) | (797,578) |
Balance, shares at Jun. 30, 2022 | 148,037 | ||||
Stock-based compensation | 157,148 | 157,148 | |||
Deemed dividend related to warrants down round provision | 63,539 | (63,539) | |||
Net loss | (9,834,073) | (21,492) | (9,855,565) | ||
Settlement of restricted stock units | |||||
Settlement of restricted stock units, shares | 208 | ||||
Conversion of convertible notes | $ 4 | 4,074,059 | 4,074,063 | ||
Conversions of convertible notes, shares | 35,700 | ||||
Balance at Sep. 30, 2022 | $ 18 | 99,314,639 | (105,409,155) | (327,434) | (6,421,932) |
Balance, shares at Sep. 30, 2022 | 183,945 | ||||
Balance at Dec. 31, 2022 | $ 53 | 107,216,566 | (110,931,063) | (315,208) | $ (4,029,652) |
Balance, shares at Dec. 31, 2022 | 534,490 | ||||
Exercise of stock options, shares | |||||
Stock-based compensation | 250,224 | $ 250,224 | |||
Deemed dividend related to warrants down round provision | 12,038 | (12,038) | |||
Net loss | (7,109,678) | (12,236) | (7,121,914) | ||
Settlement of restricted stock units | |||||
Settlement of restricted stock units, shares | 938 | ||||
Public offerings, net | $ 139 | 9,049,865 | 9,050,004 | ||
Public offering, net, shares | 1,381,619 | ||||
Transaction costs associated with public offerings | (447,879) | (447,879) | |||
Reverse split fractional shares | |||||
Reverse split fractional shares, shares | 862 | ||||
Conversion of convertible notes | $ 41 | 3,056,851 | 3,056,892 | ||
Conversions of convertible notes, shares | 408,580 | ||||
Issuance of common stock upon exercise of warrants | $ 50 | (50) | |||
Issuance of common stock upon exercise of warrants, shares | 494,795 | ||||
Settlement of commitment fee | $ 4 | 399,996 | 400,000 | ||
Settlement of commitment fee, shares | 44,444 | ||||
Reverse split fractional shares, shares | (862) | ||||
Balance at Sep. 30, 2023 | $ 287 | 119,537,611 | (118,052,779) | (327,444) | 1,157,675 |
Balance, shares at Sep. 30, 2023 | 2,864,004 | ||||
Balance at Jun. 30, 2023 | $ 267 | 119,481,957 | (115,363,208) | (326,209) | 3,792,807 |
Balance, shares at Jun. 30, 2023 | 2,669,792 | ||||
Stock-based compensation | 55,674 | 55,674 | |||
Net loss | (2,689,571) | (1,235) | (2,690,806) | ||
Settlement of restricted stock units | |||||
Settlement of restricted stock units, shares | 314 | ||||
Issuance of common stock upon exercise of warrants | $ 20 | (20) | |||
Issuance of common stock upon exercise of warrants, shares | 193,898 | ||||
Balance at Sep. 30, 2023 | $ 287 | $ 119,537,611 | $ (118,052,779) | $ (327,444) | $ 1,157,675 |
Balance, shares at Sep. 30, 2023 | 2,864,004 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (7,121,914) | $ (18,729,609) | $ (24,207,685) | $ (29,145,901) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 151 | |||
Gain on sale of asset | (4,500) | (4,500) | ||
Accrued interest | 9,146 | 57,536 | 60,488 | 349,339 |
Accretion of discounts on promissory notes | 945,969 | |||
Change in fair value of derivative liability | (673,314) | |||
Change in fair value of convertible notes | (146,479) | (6,169,929) | (5,756,787) | 2,993,060 |
Loss on issuance of convertible notes | 3,609,944 | 3,609,944 | ||
Loss on extinguishment of debt | 347,566 | |||
Stock-based compensation | 250,224 | 855,160 | 1,071,843 | 121,764 |
Issuance of liability classified warrants | 3,737,371 | 3,737,371 | 1,865,403 | |
Change in fair value of liability classified warrants | (279,873) | (5,626,130) | (6,730,613) | 1,438,186 |
Issuance of warrants for share subscription facility | 11,565,472 | |||
Commitment fee for share subscription facility | 1,124,289 | |||
Warrant modification | 56,590 | |||
Lease cost | (135) | (63) | (3) | (1,808) |
Issuance costs paid to close convertible notes | 946,085 | 946,085 | 1,920,158 | |
Loss on debt conversions | 4,000,155 | 3,964,633 | 154,391 | |
Other income | (60,035) | |||
Changes in operating assets and liabilities: | ||||
Unbilled receivable | 169,083 | 300,908 | 164,900 | (441,721) |
Prepaid expenses and other assets | 1,235,252 | 475,499 | 1,652,756 | (1,616,019) |
Accounts payable | (2,027,375) | 984,410 | 2,642,686 | (1,423,494) |
Accrued expenses and other liabilities | (1,066,036) | 971,344 | 1,021,478 | 2,177,742 |
Net cash used in operating activities | (8,978,107) | (14,591,819) | (17,887,439) | (8,242,177) |
Cash flows from investing activities: | ||||
Proceeds from sale of asset | 4,500 | 4,500 | ||
Net cash provided by investing activities | 4,500 | 4,500 | ||
Cash flows from financing activities: | ||||
Proceeds public offerings, net | 9,050,004 | 3,783,240 | ||
Proceeds from issuance of convertible notes, net | 7,533,915 | 7,533,915 | 14,029,842 | |
Proceeds from issuance of promissory notes to related parties | 350,000 | |||
Repayments of convertible notes | (1,000,208) | (265,812) | (1,408,364) | |
Repayment of promissory notes | (467,774) | |||
Transaction costs associated with public offerings | (447,879) | (547,377) | ||
Proceeds from exercise of stock options | 262,862 | |||
Proceeds from issuance of common stock for business combination, net of transaction costs | 6,626,312 | |||
Repayment of financed insurance premiums | (307,131) | (442,439) | (595,509) | (488,543) |
Net cash provided by financing activities | 7,294,786 | 6,825,664 | 8,765,905 | 20,312,699 |
Decrease in cash and cash equivalents | (1,683,321) | (7,761,655) | (9,117,034) | 12,070,522 |
Cash and cash equivalents beginning of period | 3,147,702 | 12,264,736 | 12,264,736 | 194,214 |
Cash and cash equivalents end of period | 1,464,381 | 4,503,081 | 3,147,702 | 12,264,736 |
Supplemental cash flow information: | ||||
Income tax payments | 1,600 | 1,600 | 1,600 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Stock-based compensation | 1,742,478 | 1,742,481 | ||
Fair value of derivative liability at issuance | 3,052 | |||
Conversions of convertible notes into common stock | 3,056,892 | 13,879,535 | 3,056,892 | 13,879,535 |
Payable to related parties | 800,000 | 800,000 | ||
Proceeds from financed insurance premiums, net | 445,737 | 399,949 | 445,738 | 399,949 |
Settlement of commitment fee in shares | 400,000 | 400,000 | ||
Settlement of convertible notes into common stock | 17,521,271 | 7,789,927 | ||
Payable to related parties settled in shares | 191,618 | |||
Capital contribution from related parties | 608,382 | |||
Net assets acquired in business combination | 1,068,950 | |||
Financed insurance premiums | 399,949 | 867,300 | ||
Share subscription facility transaction costs | 12,689,764 | |||
Deemed dividend related to warrants down round provision | $ 12,038 | $ 881,598 | $ 913,204 | $ 803,140 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Ensysce Biosciences, Inc. (“Ensysce”), along with its 79.2 ® ® In 2020, the Company commenced an initiative to develop a therapeutic for the treatment of certain coronavirus infections through the formation of a separate entity, EBIR, a Delaware corporation. Pursuant to the certificate of incorporation, EBIR 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. | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Ensysce Biosciences, Inc. (“Ensysce”), along with its subsidiary, EBIR, Inc. (“EBIR”, formerly known as Covistat, Inc.) 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, EBIR, a Delaware corporation. Pursuant to the articles of incorporation, EBIR 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 these unaudited consolidated financial statements. Operating results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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, 2022, which may be found in the Company’s Form 10-K filed with the SEC on March 30, 2023. Reverse stock split In March 2023, the Company completed a 1-for-12 reverse split Going concern The accompanying unaudited 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 $ 118.0 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 4,608 2,402.40 1.2 0.8 0.4 0.8 0.4 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. These unaudited 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 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 $ 110.9 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 4,608 2,402.40 16.80 1.2 0.8 0.4 0.8 0.4 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements In July and August 2022, the Company received funding under a $ 8.48 million convertible note financing agreement with the same institutional investors (the “2022 Notes”) (See Note 7 for additional information). The agreement limits the Company’s ability to execute certain debt and equity financings, including under the GEM Agreement, while the convertible notes are outstanding. Without the availability of proceeds through the GEM Agreement, 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, 2023 | Dec. 31, 2022 | |
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 accrued research and development services, the valuation allowance of deferred tax assets resulting from net operating losses, and the fair value of 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 currently exceed federally insured limits. The Company has no financial instruments with off-balance sheet risk of loss. Property and equipment Property and equipment include office and laboratory equipment that is recorded at cost and depreciated using the straight-line method over the estimated useful lives of five six years 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. As of September 30, 2023 and December 31, 2022, the Company did not have any bifurcated embedded derivatives in the Company’s consolidated balance sheets. 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, 2023 and December 31, 2022, 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 and 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 simulation, 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 simulation. 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. 2022 Notes In July 2022 the Company issued convertible notes accounted for under ASC 480 – Distinguishing Liabilities from Equity, Warrants The Company issued liability-classified warrants in connection with the issuance of the 2021 and 2022 Notes. The warrants were liability-classified due to certain cash settlement features and are 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 at each balance sheet date. 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 liabilities measured and recorded at fair value on the Company’s consolidated balance sheets as of September 30, 2023, and December 31, 2022. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Total Level 1 Level 2 Level 3 September 30, 2023 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 30,473 $ - $ - $ 30,473 Liability classified warrants $ 30,473 $ - $ - $ 30,473 Total $ 30,473 $ - $ - $ 30,473 Total Level 1 Level 2 Level 3 December 31, 2022 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 4,203,579 $ - $ - $ 4,203,579 Liability classified warrants 310,346 - - 310,346 Total $ 4,513,925 $ - $ - $ 4,513,925 The following table summarizes the change in fair value of the Company’s Level 3 assets and liabilities for the nine months ended September 30, 2023: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 Total Convertible note Liability classified warrants Fair value, December 31, 2022 $ 4,513,925 $ 4,203,579 $ 310,346 Conversions (3,056,892 ) (3,056,892 ) - Cash payments (415,351 ) (415,351 ) - Cash true-up liability (584,857 ) (584,857 ) - Change in fair value (426,352 ) (146,479 ) (279,873 ) Fair value, September 30, 2023 $ 30,473 $ - $ 30,473 Federal Grants In September 2018, the National Institutes of Health (“NIH”) through the National Institute on Drug Abuse (“NIDA”) awarded the Company a research and development grant related to the development of its MPAR ® 5.4 3.2 2.2 1.1 5.1 2.1 3.0 2.8 2.8 10.7 In September 2019, the NIH/NIDA awarded the Company a second research and development grant related to the development of its TAAP/MPAR ® 5.4 The Company recognizes revenue when costs related to the grants are incurred and assessed as reimbursable. 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: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 MPAR $ 119,942 $ 206,290 $ 1,038,484 $ 710,761 TAAP/OUD 315,438 73,061 677,004 379,159 Total $ 435,380 $ 279,351 $ 1,715,488 $ 1,089,920 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 sheets. As all amounts are expected to be remitted in a timely manner, no valuation allowances are recorded. Research and development costs The Company’s research and development expenses consist primarily of third-party research and development expenses, consulting expenses, animal and clinical studies, and any allocable direct overhead, including facilities and depreciation costs, as well as salaries, payroll taxes, and employee benefits for those individuals directly involved in ongoing research and development efforts. Research and development expenses are charged to expense as incurred. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. General and administrative expenses General and administrative expenses consist primarily of personnel costs associated with the Company’s executive, finance, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees. Stock-based compensation The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards using a graded amortization approach. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. 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. Net loss per share The basic net loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic shares outstanding include the weighted average effect of the Company’s outstanding pre-funded warrants, the exercise of which requires little or no consideration for the delivery of shares of common stock. The diluted net loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the diluted weighted average number of common shares outstanding during the period, determined using the treasury stock method and the average stock price during the period. 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 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options 26,354 29,249 26,354 27,378 RSUs 63 4,261 63 3,317 Warrants 4,711,236 87,878 2,876,380 87,878 Convertible notes - 267,957 - 89,647 Total 4,737,653 389,345 2,902,797 208,220 Anti-dilutive weighted average shares 4,737,653 389,345 2,902,797 208,220 Recently Issued Accounting Pronouncements 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 adopted the standard with an effective date of January 1, 2023 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 accrued research and development services, the valuation allowance of deferred tax assets resulting from net operating losses, and the fair value of 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 currently exceed federally insured limits. 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 six years 0 151 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 year ended December 31, 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. 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, 2022 and 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 December 31, 2022 and 2021. 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 Total Level 1 Level 2 Level 3 December 31, 2022 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 4,203,579 $ - $ - $ 4,203,579 Liability classified warrants 310,346 310,346 Total $ 4,513,925 $ - $ - $ 4,513,925 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 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 for the year ended December 31, 2022: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 For the year ended December 31, 2022 Total Convertible note 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/payments (18,929,415 ) (18,929,415 ) - Loss on issuance of convertible notes 3,609,944 3,609,944 - Change in fair value (12,487,400 ) (5,756,787 ) (6,730,613 ) Fair value, December 31, 2022 $ 4,513,925 $ 4,203,579 $ 310,346 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 10.7 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 2022 2021 Year Ended December 31, 2022 2021 MPAR $ 2,006,885 $ 2,646,579 TAAP/OUD 516,498 884,620 Total $ 2,523,383 $ 3,531,199 Revenue $ 2,523,383 $ 3,531,199 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 Immaterial Correction of an Error In August 2022, the Company concluded that there was an error in the measurement of the unbilled receivable as of December 31, 2021. The error was corrected in the second quarter of 2022. 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 year ended December 31, 2022 and 2021, stock-based compensation costs are recorded in research and development and 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 2022 2021 Year Ended December 31, 2022 2021 Numerator: Net income (loss) attributable to common stockholders $ (25,085,496 ) $ (29,886,851 ) Denominator: Weighted average shares outstanding, basic and diluted 179,925 84,018 Net loss per share attributable to common stockholders, basic and diluted $ (139.42 ) $ (355.72 ) 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 (the Company has utilized the principal balance outstanding and the end of period conversion price for the Convertible Notes for the purposes of the weighted average share calculation below): SCHEDULE OF WEIGHTED AVERAGE SHARES OF ANTI-DILUTIVE SECURITIES 2022 2021 Year Ended December 31, 2022 2021 Stock options 26,302 18,742 RSUs 3,772 - Warrants 138,485 42,807 Convertible Notes 73,326 2,533 Total 241,885 64,082 Anti-dilutive weighted average shares 241,885 64,082 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 adopted the guidance in 2022 and it did not have a material impact on the financial statements due to their current tax position. 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. The Company will adopt the standard with an effective date of January 1, 2023 and it is not expected to have a material impact on currently recorded transactions. 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. Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the consolidated statement of operations for the year ended December 31, 2021, to reclassify the loss on debt conversions. 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, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, December 31, Prepaid research and development $ 581,985 $ 1,300,473 Prepaid insurance 547,776 445,583 Other prepaid expenses 45,206 101,425 Other current assets 8,000 - Total prepaid expenses and other current assets $ 1,182,967 $ 1,847,481 | 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 2022 2021 December 31, 2022 2021 Prepaid research and development $ 1,300,473 $ 2,124,008 Prepaid insurance 445,583 733,234 Other prepaid expenses 101,425 74,173 Total prepaid expenses and other current assets $ 1,847,481 $ 2,931,415 |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 5 – ACCRUED EXPENSES AND OTHER LIABILITIES SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES September 30, December 31, Accrued research and development $ 500,197 $ 1,332,713 Share subscription facility commitment fees - 400,000 Professional fees 164,100 421,530 Other accrued liabilities 96,161 72,251 Total accrued expenses and other liabilities $ 760,458 $ 2,226,494 | NOTE 5 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES 2022 2021 December 31, 2022 2021 Accrued research and development $ 1,332,713 $ 388,997 Share subscription facility commitment fees 400,000 800,000 Professional fees 421,530 138,086 Other accrued liabilities 72,251 67,939 Accrued scientific advisory board fees - 60,032 Consultant fees - 1,342,479 Bonus Accrual - 610,000 Total accrued expenses and other liabilities $ 2,226,494 $ 3,407,533 Other long-term liabilities consisted of the following: SCHEDULE OF OTHER LONG-TERM LIABILITIES 2022 2021 December 31, 2022 2021 Share subscription facility commitment fees $ - $ 349,202 Liability classified warrants 310,346 3,303,588 Total other long-term liabilities $ 310,346 $ 3,652,790 Other long-term liabilities $ 310,346 $ 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, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Purchase Commitments As of September 30, 2023, the Company’s commitments included an estimated $ 17.8 Litigation As of September 30, 2023 and December 31, 2022, 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 The Company’s current lease agreement (as amended) has a term that extends through October 31, 2024 with no option to renew. As of September 30, 2023, the future lease payments totaled $ 2,732 8,375 25,124 7,939 23,606 | NOTE 6 – COMMITMENTS AND CONTINGENCIES Purchase Commitments As of December 31, 2022, the Company’s commitments included an estimated $ 21.6 Litigation As of December 31, 2022 and 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 The Company’s current lease agreement (as amended) has a term that extends through October 31, 2023 with no option to renew. As of December 31, 2022, the future lease payments totaled $ 27,316 . The Company recognized total rent expense of $ 31,756 and $ 41,418 in the years ended December 31, 2022, and 2021, respectively. Compensation Commitments In assessing performance for 2022 annual bonuses, the Board of Directors established achievement of 2022 goals at 75 0.4 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 2,083 1,507.20 208 833 one year 50 1,342,479 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE The Company’s outstanding notes payable balance was $ 350,932 The following table provides a summary of the Company’s outstanding debt as of December 31, 2022: SCHEDULE OF DEBT Principal balance Accrued interest Fair value adjustment Net debt balance 2022 Notes $ 3,905,264 $ 10,544 $ 287,771 $ 4,203,579 Financed insurance 195,273 7,906 - 203,179 Total $ 4,100,537 $ 18,450 $ 287,771 $ 4,406,758 Interest expense The interest expense recognized for financed insurance was $ 7,649 9,146 4,859 6,864 2021 Notes 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 4.6 10.6 9.4 The 2021 Notes included a stated rate of interest of 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 1.9 1.0 0.9 8 The 2021 Notes were settled on October 11, 2022 and were not outstanding during the quarter ended September 30, 2023. 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 The Company initially recorded the 2022 Notes at a fair value of $ 12.09 3.6 1.1 6 0.5 0.6 In connection with each of the first and second closings of the 2022 Notes, the Company also issued warrants to purchase 38,894 170.04 five years 187.20 0.125 3.64 The proceeds of the 2022 Notes were 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 8 The 2022 Notes were scheduled to mature on December 29, 2023 February 7, 2024 6 6 In January 2023, the Company entered into a letter agreement to reduce the conversion price for the remaining balance of the Company’s outstanding 2022 Notes from $ 24.07 9.01 0.6 0.6 Financed insurance premiums In June 2023, the Company renewed and financed its directors’ and officers’ liability insurance in the amount of $ 0.4 0.4 9,402 7,649 9,146 | NOTE 7 – NOTES PAYABLE The following table provides a summary of the Company’s outstanding debt as of December 31, 2022: SCHEDULE OF DEBT Principal balance Accrued interest Fair value adjustment Net debt balance 2022 Notes $ 3,905,264 $ 10,544 $ 287,771 $ 4,203,579 Financed insurance 195,273 7,906 - 203,179 Total $ 4,100,537 $ 18,450 $ 287,771 $ 4,406,758 The following table provides a summary of the Company’s outstanding debt as of December 31, 2021: Principal balance Accrued interest Unamortized debt discount 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 2022 and 2021 Notes) was as follows: SCHEDULE OF INTEREST EXPENSE DEBT 2022 2021 Year Ended December 31, 2022 2021 Stated interest accrual $ 9,909 $ 251,857 Debt discount amortization - 945,969 Total $ 9,909 $ 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 provides for two closings: the first closing for $ 5.3 4.6 10.6 9.4 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 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 1.9 1.0 0.9 8 0.2 After multiple conversions (at original contract terms and at amended reduced conversion prices) since issuance the Company recognized a change in fair value of convertible notes of $ 2.7 million (gain) for the period ended December 31, 2022 primarily due to reductions in the Company’s stock price. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements The following table provides a summary of the Company’s 2021 Note conversions during the year ended December 31, 2022: SCHEDULE OF CONVERSION DEBT Shares Weighted Average Conversion Price Conversion Value During the year ended December 31, 2022 70,773 $ 191.06 $ 13,521,834 On August 8, 2022, the parties agreed to modify the conversion price of the remaining 2021 Notes from $ 187.20 84.00 84.00 55.20 4.0 1.0 0.4 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 10 The Company recorded the 2022 Notes at an initial fair value of $ 12.09 3.6 1.1 6 0.5 0.6 3.1 The December 31, 2022 fair value measurement includes the assumption of accrued interest and interest expense (at the stated rate plus an 8 0.2 The 2022 Notes are convertible into common stock, at a per share conversion price equal to $ 130.80 10 th The Company may elect to pay all or part of the redemption amount in cash with a premium of 8% 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 $24.072 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 19,447 170.04 30 five years 187.20 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 8 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 year ended December 31, 2022: SCHEDULE OF CONVERSION DEBT Weighted Average Conversion Shares Conversion Price Value During the year ended December 31, 2022 111,226 $ 36.06 $ 4,011,035 Financed Insurance Premiums During the year ended December 31, 2022, the Company financed its directors’ and officers’ liability insurance in the amount of $ 399,949 203,179 9,402 7,905 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 8 - STOCKHOLDERS’ EQUITY In June 2021, the Company amended and restated its Certificate of Incorporation to authorize 150,000,000 1,500,000 0.0001 250,000,000 no 2023 February Offering On February 2, 2023, the Company agreed to issue and sell in a registered direct offering an aggregate of 297,619 0.0001 10.08 3.0 0.3 2023 May Offering On May 12, 2023, the Company completed a public offering of an aggregate of 1,800,876 0.0001 3.887 7.0 0.7 In connection with the offering, the Company also agreed to amend certain existing warrants to purchase up to an aggregate of 210,085 16.80 187.20 3.64 0.125 Warrants As of September 30, 2023, outstanding warrants to purchase shares of common stock are as follows: SCHEDULE OF OUTSTANDING WARRANT Shares Underlying Outstanding Reference Warrants Exercise Price Description Classification (a) 63,659 $ 2,400.00 2,760.00 LACQ warrants Equity (b) 4,608 $ 3.64 Share subscription facility Equity (c) 4,512 $ 3.64 2021 Notes Liability (d) 38,894 $ 3.64 2022 Notes Liability (e) 549,987 $ 3.64 16.80 Public offering Equity (f) 318,451 $ 8.58 12.60 Public offering Equity (g) 3,727,813 $ 3.64 4.86 Public offering Equity (h) 222,072 $ 0.0001 Public offering Equity 4,929,996 a) On June 30, 2021, as a result of the Business Combination, the Company assumed a total of 78,751 7,782 7,310 2,400.00 2,760.00 June 30, 2026 five years 41,666 21,993 On August 3, 2021, the Company entered into an agreement with an existing warrant holder to reduce the price of 2,083 2,760.00 2,400.00 b) On July 2, 2021, upon public listing of the Company’s shares, the Company issued 4,608 3,477.60 11.6 The warrants have been subject to multiple exercise price reductions 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 adjustments have progressed from the original exercise price of $ 2,402.40 3.64 c) On September 24, 2021 and November 5, 2021, the Company issued 1,504 3,008 1,831.20 September 23, 2026 187.20 0.125 3.64 d) On July 1, 2022 and August 9, 2022, the Company issued 19,447 170.04 June 29, 2027 August 8, 2027 24.07 0.125 3.64 e) On December 9, 2022, the Company issued 549,987 16.80 December 9, 2027 0.125 166,667 3.64 f) On February 6, 2023, the Company issued 318,451 8.58 12.60 February 2, 2028 August 7, 2028 (g) On May 12, 2023, the Company issued 3,727,813 3.64 4.86 November 12, 2024 May 10, 2028 May 12, 2028 (h) On May 12, 2023 the Company also issued 1,451,876 885,000 344,804 222,072 0.0001 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 Stock price Exercise price Expected term (years) Volatility Risk free rate (a) LACQ warrants (grant date varies) $ 3,477.60 $ 2,400.00 2,760.00 3.00 110.0 % 0.5 % (b) Share subscription facility (grant date 7/2/21) $ 3,477.60 $ 2,402.40 3.00 110.0 % 0.5 % (b) Share subscription facility (remeasurement date varies) $ 3.53 116.64 $ 3.64 201.60 1.15 1.47 91.25 96.0 % 3.9 4.12 % (c) Liability classified warrants (grant date 9/24/21) $ 1,077.60 $ 1,831.20 5.00 94.1 % 1.0 % (c) Liability classified warrants (grant date 11/5/21) $ 540.00 $ 1,831.20 5.00 94.1 % 1.0 % (c) Liability classified warrants (remeasured at 9/30/23) $ 1.36 $ 3.64 3.00 3.10 95.8 97.0 % 4.8 % (d) Liability classified warrants (grant date 7/1/22) $ 136.80 $ 170.04 5.00 98.9 % 2.9 % (d) Liability classified warrants (grant date 8/9/22) $ 127.20 $ 170.04 5.00 102.8 % 3.0 % (d) Liability classified warrants (remeasured at 9/30/23) $ 1.36 $ 3.64 3.75 3.86 98.9 101.5 % 4.7 % | 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 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: ● 66,889 ● 25,913 ● 5,658 5.8 ● 81 ● 2,083 ● 520 On December 9, 2022, the Company completed a public offering for the sale of 241,666 shares of common stock at $ 16.80 per share for gross proceeds of $ 4.1 million, net of $ 0.3 million in underwriting fees. In addition, the Company issued 549,987 warrants with an exercise price of $ 16.80 per share that expire five years following the date of issuance. In connection with the public offering, the Company incurred approximately $ 0.5 million in transaction costs that are recognized in the consolidated statement of changes in stockholders’ deficit. Warrants On December 31, 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) 70,969 $ 2,400.00 2,760.00 LACQ warrants Equity (b) 4,608 $ 8.58 Share subscription facility Equity (c) 4,512 $ 187.20 2021 Notes Liability (d) 38,894 $ 24.07 2022 Notes Liability (e) 549,987 $ 16.80 Public offering Equity 668,970 a) On June 30, 2021, as a result of the Closing, the Company assumed a total of 78,751 7,782 2,400.00 2,760.00 June 30, 2026 41,666 29,303 On August 3, 2021, the Company entered into an agreement with an existing warrant holder to reduce the price of 2,083 2,760.00 2,400.00 56,590 b) On July 2, 2021, upon public listing of the Company’s shares, the Company issued 4,608 three 2,402.40 3,477.60 11.6 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements The warrants have been subject to multiple exercise price reductions 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 (primarily the result of the conversions of the 2021 Notes and the 2022 Notes). The adjustments have progressed from the original exercise price of $ 2,402.40 16.80 c) On September 24, 2021 and November 5, 2021, the Company issued 1,504 3,008 1,831.20 September 23, 2026 187.20 d) On July 1, 2022 and August 9, 2022, the Company issued 19,447 170.04 June 29, 2027 August 8, 2027 e) On December 9, 2022, the Company issued 549,987 16.80 December 9, 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 Stock price Exercise price Expected term (years) Volatility Risk free rate (a) LACQ warrants (grant date varies) 3,477.60 2,400.00 2,760.00 3.00 110.0 % 0.5 % (b) Share subscription facility (grant date 7/2/21) 3,477.60 2,402.40 3.00 110.0 % 0.5 % (b) Share subscription facility (remeasurement date varies) 14.40 1,029.60 16.80 1,080.00 1.56 2.49 108.2 125.3 % 1.0 4.5 % (c) Liability classified warrants (grant date 9/24/21) 1,077.60 1,831.20 5.00 94.1 % 1.0 % (c) Liability classified warrants (grant date 11/5/21) 540.00 1,831.20 5.00 94.1 % 1.0 % (c) Liability classified warrants (remeasured at 12/31/22) 9.36 187.20 3.75 3.85 140.9 141.1 % 4.2 % (d) Liability classified warrants (grant date 7/1/22) 136.80 170.04 5.00 98.9 % 2.9 % (d) Liability classified warrants (grant date 8/9/22) 127.20 170.04 5.00 102.8 % 3.0 % (d) Liability classified warrants (remeasured at 12/31/22) 9.36 24.12 4.50 4.61 138.0 139.4 % 4.0 % |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | NOTE 9 - STOCK-BASED COMPENSATION 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 18,432 4,166 In January 2022, the 2021 Omnibus Plan was amended and restated to include an additional 12,500 26,725 The Company recognized within general and administrative expense stock-based compensation expense of $ 41,336 198,000 128,357 731,126 14,338 52,224 28,791 124,034 Option Activity There were no stock options granted during the nine months ended September 30, 2023. During the nine months ended September 30, 2022, the Company granted stock options to purchase an aggregate of 9,545 zero four years 103.20 1,507.20 The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2022 26,334 $ 707.63 6.53 $ - Granted - - - - Exercised - - - - Expired / Forfeited (20 ) 770.40 - - Outstanding at September 30, 2023 26,314 $ 707.59 4.74 - Exercisable at September 30, 2023 24,505 722.84 - - Vested and expected to vest 26,314 $ 707.59 4.74 - 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 2023): SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Nine Months Ended Exercise price $ 103.20 1,507.20 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 0.00 % ● 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, 2023, the Company had an aggregate of $ 163,754 1.32 Restricted Stock Units The following table summarizes the Company’s restricted stock units activity during the nine months ended September 30, 2023: SCHEDULE OF RESTRICTED STOCK UNITS Restricted Stock Units Weighted average fair value Outstanding at December 31, 2022 1,003 $ 120.02 Released (938 ) 101.40 Cancelled (2 ) 386.40 Outstanding at September 30, 2023 63 $ 388.80 There were no restricted stock units granted or forfeited during the nine months ended September 30, 2023. 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 restricted stock units 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, 2023 Awards outstanding under the 2021 Omnibus Incentive Plan 26,377 Awards available for future grant under 2021 Omnibus Incentive Plan 617,112 Warrants outstanding 4,929,996 Total shares of common stock reserved for future issuance 5,573,485 | 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 18,432 4,166 12,500 The Company recognized within general and administrative expense stock-based compensation expense of $ 919,056 121,764 152,787 0 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements Option Activity During the year ended December 31, 2022, the Company granted stock options to purchase an aggregate of 114,550 zero four years 8.50 125.60 The following table summarizes the Company’s stock option activity during the year ended December 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2021 18,505 $ 576.70 6.00 $ 10,207,306 Granted 9,535 928.11 8.34 - Exercised - - - - Expired / Forfeited (1,706 ) 519.62 - - Outstanding at December 31, 2022 26,334 707.63 6.53 - Exercisable at December 31, 2022 23,258 738.89 6.19 - Vested and expected to vest 26,334 707.63 6.53 - 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, 2022 Exercise price $ 102.00 1,507.20 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. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements The weighted-average grant date fair value of options granted during the year ended December 31, 2022 was $ 230.89 As of December 31, 2022, the Company had an aggregate of $ 361,863 1.61 Restricted Stock Units The following table summarizes the Company’s restricted stock units activity during the year ended December 31, 2022: SCHEDULE OF RESTRICTED STOCK UNITS Restricted Stock Units Weighted average fair value Outstanding at December 31, 2021 - $ - Granted 5,320 215.22 Released (3,485 ) 294.29 Cancelled (832 ) - Outstanding at December 31, 2022 1,003 $ 120.02 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 restricted stock unit awards 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 December 31, 2022 Awards outstanding under the 2021 Omnibus Incentive Plan 27,337 Awards available for future grant under 2021 Omnibus Incentive Plan 4,569 2022 Notes outstanding 162,232 Warrants outstanding 668,970 Total shares of common stock reserved for future issuance 863,108 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Ensysce Biosciences, Inc [Member] | |
INCOME TAXES | NOTE 10 - INCOME TAXES Loss before provision for income taxes consisted of the following: SCHEDULE OF INCOME TAXES BENEFIT Year ending December 31, 2022 2021 United States $ (24,207,685 ) $ (29,145,901 ) 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) Year ending December 31, 2022 2021 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 as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION Year ending December 31, 2022 2021 Income (benefit) taxes at statutory rates (5,083,614 ) (6,120,640 ) State income tax, net of federal benefit (175,164 ) (131,962 ) Warrants and convertible debt (234,214 ) 1,620,341 Nondeductible executive compensation - 480,248 Stock based compensation 303,499 (278,940 ) Share subscription facility transaction costs 20,335 2,664,850 Research and development tax credits (1,028,988 ) (501,451 ) Change in tax rates 54,263 371,784 Other (78,227 ) (139,213 ) Change in valuation allowance 6,222,110 2,034,983 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: SCHEDULE OF DEFERRED TAX ASSETS As of December 31, 2022 2021 Deferred tax assets: Net operating loss tax carryforwards $ 26,726,066 $ 25,068,127 Tax credits 4,164,187 3,164,799 Capitalized research costs 3,729,483 - Stock-based compensation 1,173,158 915,675 Other 265,677 687,422 Deferred Tax Assets, Gross 36,058,571 29,836,023 Valuation allowance (36,052,644 ) (29,830,534 ) Total deferred tax assets 5,927 5,489 Deferred tax liabilities: Convertible notes: embedded derivatives - - Other (5,927 ) (5,489 ) Total deferred tax liabilities (5,927 ) (5,489 ) Net deferred tax assets $ - $ - As of December 31, 2022, the Company had federal and California net operating loss (NOL) carryforwards of $ 102.9 million and $ 73.2 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 $ 20.5 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. The federal net operating losses generated prior to 2018 of $ 82.4 million will begin to expire in 2026 unless previously utilized. The California NOL carryforwards will begin to expire in 2028, unless previously utilized. Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements In addition, as of December 31, 2022, the Company had federal and state research and development (R&D) tax credit carryforwards of $ 4.2 1.7 Pursuant to 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 an IRC Section 382/383 analysis regarding the limitation of NOL and R&D credit carryforwards as of December 31, 2022, the Company estimates that approximately $ 1.5 The following table summarizes the activity related to the Company’s unrecognized tax benefits: SUMMARY OF INCOME TAX CONTINGENCIES Year ending December 31, 2022 2021 Balance at beginning of year 1,135,179 968,445 Increases related to current year tax positions 341,108 171,977 Decreases related to prior year tax positions (48,026 ) (5,243 ) Balance at end of year 1,428,261 1,135,179 As of December 31, 2022 and 2021, the Company had unrecognized tax benefits of $ 1.4 1.1 no 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 2019 and state and local income tax examinations before 2018. 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 amount. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 11 - RELATED PARTIES The Company paid cash compensation during the year ended December 31, 2022 and 2021 of $ 0 30,909 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. In July 2022, the Chief Executive Officer and a Board member transferred 3,838 0.8 3,838 On December 9, 2022, the Company completed a public offering for the sale of 241,666 16.80 549,987 16.80 29,761 59,523 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS 2023 Notes On October 23, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) for an aggregate financing of $ 1.7 612,000 566,667 1,255,697 0.0001 1,224,000 1,133,333 2,511,394 0.2 The combined notes are subject to an original issue discount of 8 6.0 1.5675 10 1.5675 The warrants will have an exercise price of $ 1.5675 2021 Incentive Plan On October 19, 2023, the Company registered 26,725 585,796 615,000 | NOTE 12 - SUBSEQUENT EVENTS On January 3, 2023, the Company issued 44,444 400,000 On January 12, 2023, the Company entered into a Letter Agreement to reduce the conversion price for the remaining balance of the Company’s outstanding 2022 Notes from $ 24.072 9.0144 0.4 3.1 0.4 0.6 On January 31, 2023, the Board of Directors declared a dividend of 0.012 of a share of Series A Preferred Stock, par value $0.0001 per share, for each outstanding share of the Company’s common stock to stockholders of record on February 13, 2023. Each full share of the Series A Preferred Stock entitles holders to 1,000,000 votes per share with respect to the reverse stock split proposal and the adjournment proposal at the Company’s special meeting of stockholders on March 23, 2023. The Series A Preferred Stock has no dividend rights and is subject to full redemption following the effectiveness of a reverse stock split. The Series A Preferred Stock was registered through a Certificate of Designation filed with the State of Delaware on February 1, 2023. On February 2, 2023, the Company agreed to issue and sell in a registered direct offering an aggregate of 297,619 shares of common stock of the Company at an offering price of $ 10.08 per share, for gross proceeds of approximately $ 3.0 million before the deduction of placement agent fees and offering expenses. The closing of the offering occurred on February 6, 2023 . Concurrent with the offering, the Company issued to the purchasers, for each share of common stock purchased in the offering, a common warrant to purchase a share of common stock. The common warrants are exercisable immediately upon issuance and terminate five and one-half years following issuance. The common warrants have an exercise price of $ 8.58 per share and are exercisable to purchase an aggregate of up to 297,619 shares of common stock. The Company also issued warrants to the placement agent to purchase up to 20,832 shares of common stock at an exercise price equal to $ 12.60 per share and are exercisable for five years from the commencement of sales in the offering. On March 23, 2023, at a special meeting of stockholders, the Company’s stockholders approved a proposal to authorize the Company’s Board of Directors to complete a reverse stock split at a ratio of not less than one-for-five and not more than one-for-twelve. On March 31, 2023, the Company completed a one-for-twelve 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 accrued research and development services, the valuation allowance of deferred tax assets resulting from net operating losses, and the fair value of warrants and options to purchase the Company’s common stock and convertible 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 accrued research and development services, the valuation allowance of deferred tax assets resulting from net operating losses, and the fair value of 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 currently exceed federally insured limits. 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 currently exceed federally insured limits. 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 six years | Property and Equipment Property and equipment include office and laboratory equipment that is recorded at cost and depreciated using the straight-line method over the estimated useful lives of five six years 0 151 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 year ended December 31, 2022 and 2021. |
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. As of September 30, 2023 and December 31, 2022, the Company did not have any bifurcated embedded derivatives in the Company’s consolidated balance sheets. | 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 | 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, 2023 and December 31, 2022, 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 and 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 simulation, 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 simulation. 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. 2022 Notes In July 2022 the Company issued convertible notes accounted for under ASC 480 – Distinguishing Liabilities from Equity, Warrants The Company issued liability-classified warrants in connection with the issuance of the 2021 and 2022 Notes. The warrants were liability-classified due to certain cash settlement features and are 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 at each balance sheet date. 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 liabilities measured and recorded at fair value on the Company’s consolidated balance sheets as of September 30, 2023, and December 31, 2022. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Total Level 1 Level 2 Level 3 September 30, 2023 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 30,473 $ - $ - $ 30,473 Liability classified warrants $ 30,473 $ - $ - $ 30,473 Total $ 30,473 $ - $ - $ 30,473 Total Level 1 Level 2 Level 3 December 31, 2022 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 4,203,579 $ - $ - $ 4,203,579 Liability classified warrants 310,346 - - 310,346 Total $ 4,513,925 $ - $ - $ 4,513,925 The following table summarizes the change in fair value of the Company’s Level 3 assets and liabilities for the nine months ended September 30, 2023: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 Total Convertible note Liability classified warrants Fair value, December 31, 2022 $ 4,513,925 $ 4,203,579 $ 310,346 Conversions (3,056,892 ) (3,056,892 ) - Cash payments (415,351 ) (415,351 ) - Cash true-up liability (584,857 ) (584,857 ) - Change in fair value (426,352 ) (146,479 ) (279,873 ) Fair value, September 30, 2023 $ 30,473 $ - $ 30,473 Federal Grants In September 2018, the National Institutes of Health (“NIH”) through the National Institute on Drug Abuse (“NIDA”) awarded the Company a research and development grant related to the development of its MPAR ® 5.4 3.2 2.2 1.1 5.1 2.1 3.0 2.8 2.8 10.7 In September 2019, the NIH/NIDA awarded the Company a second research and development grant related to the development of its TAAP/MPAR ® 5.4 The Company recognizes revenue when costs related to the grants are incurred and assessed as reimbursable. 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: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 MPAR $ 119,942 $ 206,290 $ 1,038,484 $ 710,761 TAAP/OUD 315,438 73,061 677,004 379,159 Total $ 435,380 $ 279,351 $ 1,715,488 $ 1,089,920 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 sheets. As all amounts are expected to be remitted in a timely manner, no valuation allowances are recorded. | 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, 2022 and 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 December 31, 2022 and 2021. 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 Total Level 1 Level 2 Level 3 December 31, 2022 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 4,203,579 $ - $ - $ 4,203,579 Liability classified warrants 310,346 310,346 Total $ 4,513,925 $ - $ - $ 4,513,925 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 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 for the year ended December 31, 2022: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 For the year ended December 31, 2022 Total Convertible note 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/payments (18,929,415 ) (18,929,415 ) - Loss on issuance of convertible notes 3,609,944 3,609,944 - Change in fair value (12,487,400 ) (5,756,787 ) (6,730,613 ) Fair value, December 31, 2022 $ 4,513,925 $ 4,203,579 $ 310,346 |
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 10.7 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 2022 2021 Year Ended December 31, 2022 2021 MPAR $ 2,006,885 $ 2,646,579 TAAP/OUD 516,498 884,620 Total $ 2,523,383 $ 3,531,199 Revenue $ 2,523,383 $ 3,531,199 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 | |
Immaterial Correction of an Error | Immaterial Correction of an Error In August 2022, the Company concluded that there was an error in the measurement of the unbilled receivable as of December 31, 2021. The error was corrected in the second quarter of 2022. 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 | 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. 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, 2022 and 2021, stock-based compensation costs are recorded in research and development and 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 |
Net loss per share | Net loss per share The basic net loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic shares outstanding include the weighted average effect of the Company’s outstanding pre-funded warrants, the exercise of which requires little or no consideration for the delivery of shares of common stock. The diluted net loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the diluted weighted average number of common shares outstanding during the period, determined using the treasury stock method and the average stock price during the period. 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 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options 26,354 29,249 26,354 27,378 RSUs 63 4,261 63 3,317 Warrants 4,711,236 87,878 2,876,380 87,878 Convertible notes - 267,957 - 89,647 Total 4,737,653 389,345 2,902,797 208,220 Anti-dilutive weighted average shares 4,737,653 389,345 2,902,797 208,220 | 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 Year Ended December 31, 2022 2021 Numerator: Net income (loss) attributable to common stockholders $ (25,085,496 ) $ (29,886,851 ) Denominator: Weighted average shares outstanding, basic and diluted 179,925 84,018 Net loss per share attributable to common stockholders, basic and diluted $ (139.42 ) $ (355.72 ) 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 (the Company has utilized the principal balance outstanding and the end of period conversion price for the Convertible Notes for the purposes of the weighted average share calculation below): SCHEDULE OF WEIGHTED AVERAGE SHARES OF ANTI-DILUTIVE SECURITIES 2022 2021 Year Ended December 31, 2022 2021 Stock options 26,302 18,742 RSUs 3,772 - Warrants 138,485 42,807 Convertible Notes 73,326 2,533 Total 241,885 64,082 Anti-dilutive weighted average shares 241,885 64,082 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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 adopted the standard with an effective date of January 1, 2023 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 adopted the guidance in 2022 and it did not have a material impact on the financial statements due to their current tax position. 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. The Company will adopt the standard with an effective date of January 1, 2023 and it is not expected to have a material impact on currently recorded transactions. 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. Reclassification of prior year presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the consolidated statement of operations for the year ended December 31, 2021, to reclassify the loss on debt conversions. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE | The following tables present liabilities measured and recorded at fair value on the Company’s consolidated balance sheets as of September 30, 2023, and December 31, 2022. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Total Level 1 Level 2 Level 3 September 30, 2023 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 30,473 $ - $ - $ 30,473 Liability classified warrants $ 30,473 $ - $ - $ 30,473 Total $ 30,473 $ - $ - $ 30,473 Total Level 1 Level 2 Level 3 December 31, 2022 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 4,203,579 $ - $ - $ 4,203,579 Liability classified warrants 310,346 - - 310,346 Total $ 4,513,925 $ - $ - $ 4,513,925 | The following tables present assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheet as of December 31, 2022 and 2021. 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 Total Level 1 Level 2 Level 3 December 31, 2022 Total Level 1 Level 2 Level 3 Fair value of convertible note $ 4,203,579 $ - $ - $ 4,203,579 Liability classified warrants 310,346 310,346 Total $ 4,513,925 $ - $ - $ 4,513,925 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements 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 |
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 for the nine months ended September 30, 2023: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 Total Convertible note Liability classified warrants Fair value, December 31, 2022 $ 4,513,925 $ 4,203,579 $ 310,346 Conversions (3,056,892 ) (3,056,892 ) - Cash payments (415,351 ) (415,351 ) - Cash true-up liability (584,857 ) (584,857 ) - Change in fair value (426,352 ) (146,479 ) (279,873 ) Fair value, September 30, 2023 $ 30,473 $ - $ 30,473 | The following table summarizes the change in fair value of the Company’s Level 3 assets and liabilities for the year ended December 31, 2022: SCHEDULE OF CHANGE IN FAIR VALUE OF COMPANY’S LEVEL 3 For the year ended December 31, 2022 Total Convertible note 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/payments (18,929,415 ) (18,929,415 ) - Loss on issuance of convertible notes 3,609,944 3,609,944 - Change in fair value (12,487,400 ) (5,756,787 ) (6,730,613 ) Fair value, December 31, 2022 $ 4,513,925 $ 4,203,579 $ 310,346 |
SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS | The revenue recognized under the MPAR Grant and OUD Grant: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 MPAR $ 119,942 $ 206,290 $ 1,038,484 $ 710,761 TAAP/OUD 315,438 73,061 677,004 379,159 Total $ 435,380 $ 279,351 $ 1,715,488 $ 1,089,920 | The revenue recognized under the MPAR Grant and OUD Grant was as follows: SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS 2022 2021 Year Ended December 31, 2022 2021 MPAR $ 2,006,885 $ 2,646,579 TAAP/OUD 516,498 884,620 Total $ 2,523,383 $ 3,531,199 Revenue $ 2,523,383 $ 3,531,199 |
SCHEDULE OF EARNINGS PER SHARE RECONCILIATION | SCHEDULE OF EARNINGS PER SHARE RECONCILIATION 2022 2021 Year Ended December 31, 2022 2021 Numerator: Net income (loss) attributable to common stockholders $ (25,085,496 ) $ (29,886,851 ) Denominator: Weighted average shares outstanding, basic and diluted 179,925 84,018 Net loss per share attributable to common stockholders, basic and diluted $ (139.42 ) $ (355.72 ) | |
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 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options 26,354 29,249 26,354 27,378 RSUs 63 4,261 63 3,317 Warrants 4,711,236 87,878 2,876,380 87,878 Convertible notes - 267,957 - 89,647 Total 4,737,653 389,345 2,902,797 208,220 Anti-dilutive weighted average shares 4,737,653 389,345 2,902,797 208,220 | 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 (the Company has utilized the principal balance outstanding and the end of period conversion price for the Convertible Notes for the purposes of the weighted average share calculation below): SCHEDULE OF WEIGHTED AVERAGE SHARES OF ANTI-DILUTIVE SECURITIES 2022 2021 Year Ended December 31, 2022 2021 Stock options 26,302 18,742 RSUs 3,772 - Warrants 138,485 42,807 Convertible Notes 73,326 2,533 Total 241,885 64,082 Anti-dilutive weighted average shares 241,885 64,082 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, December 31, Prepaid research and development $ 581,985 $ 1,300,473 Prepaid insurance 547,776 445,583 Other prepaid expenses 45,206 101,425 Other current assets 8,000 - Total prepaid expenses and other current assets $ 1,182,967 $ 1,847,481 | Prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2022 2021 December 31, 2022 2021 Prepaid research and development $ 1,300,473 $ 2,124,008 Prepaid insurance 445,583 733,234 Other prepaid expenses 101,425 74,173 Total prepaid expenses and other current assets $ 1,847,481 $ 2,931,415 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES | SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES September 30, December 31, Accrued research and development $ 500,197 $ 1,332,713 Share subscription facility commitment fees - 400,000 Professional fees 164,100 421,530 Other accrued liabilities 96,161 72,251 Total accrued expenses and other liabilities $ 760,458 $ 2,226,494 | Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES 2022 2021 December 31, 2022 2021 Accrued research and development $ 1,332,713 $ 388,997 Share subscription facility commitment fees 400,000 800,000 Professional fees 421,530 138,086 Other accrued liabilities 72,251 67,939 Accrued scientific advisory board fees - 60,032 Consultant fees - 1,342,479 Bonus Accrual - 610,000 Total accrued expenses and other liabilities $ 2,226,494 $ 3,407,533 |
SCHEDULE OF OTHER LONG-TERM LIABILITIES | Other long-term liabilities consisted of the following: SCHEDULE OF OTHER LONG-TERM LIABILITIES 2022 2021 December 31, 2022 2021 Share subscription facility commitment fees $ - $ 349,202 Liability classified warrants 310,346 3,303,588 Total other long-term liabilities $ 310,346 $ 3,652,790 Other long-term liabilities $ 310,346 $ 3,652,790 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
SCHEDULE OF DEBT | The following table provides a summary of the Company’s outstanding debt as of December 31, 2022: SCHEDULE OF DEBT Principal balance Accrued interest Fair value adjustment Net debt balance 2022 Notes $ 3,905,264 $ 10,544 $ 287,771 $ 4,203,579 Financed insurance 195,273 7,906 - 203,179 Total $ 4,100,537 $ 18,450 $ 287,771 $ 4,406,758 | The following table provides a summary of the Company’s outstanding debt as of December 31, 2022: SCHEDULE OF DEBT Principal balance Accrued interest Fair value adjustment Net debt balance 2022 Notes $ 3,905,264 $ 10,544 $ 287,771 $ 4,203,579 Financed insurance 195,273 7,906 - 203,179 Total $ 4,100,537 $ 18,450 $ 287,771 $ 4,406,758 The following table provides a summary of the Company’s outstanding debt as of December 31, 2021: Principal balance Accrued interest Unamortized debt discount 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 |
SCHEDULE OF INTEREST EXPENSE DEBT | The interest expense recognized for notes payable (excluding the 2022 and 2021 Notes) was as follows: SCHEDULE OF INTEREST EXPENSE DEBT 2022 2021 Year Ended December 31, 2022 2021 Stated interest accrual $ 9,909 $ 251,857 Debt discount amortization - 945,969 Total $ 9,909 $ 1,197,826 | |
SCHEDULE OF CONVERSION DEBT | The following table provides a summary of the Company’s 2021 Note conversions during the year ended December 31, 2022: SCHEDULE OF CONVERSION DEBT Shares Weighted Average Conversion Price Conversion Value During the year ended December 31, 2022 70,773 $ 191.06 $ 13,521,834 | |
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 year ended December 31, 2022: SCHEDULE OF CONVERSION DEBT Weighted Average Conversion Shares Conversion Price Value During the year ended December 31, 2022 111,226 $ 36.06 $ 4,011,035 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
SCHEDULE OF OUTSTANDING WARRANT | As of September 30, 2023, outstanding warrants to purchase shares of common stock are as follows: SCHEDULE OF OUTSTANDING WARRANT Shares Underlying Outstanding Reference Warrants Exercise Price Description Classification (a) 63,659 $ 2,400.00 2,760.00 LACQ warrants Equity (b) 4,608 $ 3.64 Share subscription facility Equity (c) 4,512 $ 3.64 2021 Notes Liability (d) 38,894 $ 3.64 2022 Notes Liability (e) 549,987 $ 3.64 16.80 Public offering Equity (f) 318,451 $ 8.58 12.60 Public offering Equity (g) 3,727,813 $ 3.64 4.86 Public offering Equity (h) 222,072 $ 0.0001 Public offering Equity 4,929,996 a) On June 30, 2021, as a result of the Business Combination, the Company assumed a total of 78,751 7,782 7,310 2,400.00 2,760.00 June 30, 2026 five years 41,666 21,993 On August 3, 2021, the Company entered into an agreement with an existing warrant holder to reduce the price of 2,083 2,760.00 2,400.00 b) On July 2, 2021, upon public listing of the Company’s shares, the Company issued 4,608 3,477.60 11.6 The warrants have been subject to multiple exercise price reductions 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 adjustments have progressed from the original exercise price of $ 2,402.40 3.64 c) On September 24, 2021 and November 5, 2021, the Company issued 1,504 3,008 1,831.20 September 23, 2026 187.20 0.125 3.64 d) On July 1, 2022 and August 9, 2022, the Company issued 19,447 170.04 June 29, 2027 August 8, 2027 24.07 0.125 3.64 e) On December 9, 2022, the Company issued 549,987 16.80 December 9, 2027 0.125 166,667 3.64 f) On February 6, 2023, the Company issued 318,451 8.58 12.60 February 2, 2028 August 7, 2028 (g) On May 12, 2023, the Company issued 3,727,813 3.64 4.86 November 12, 2024 May 10, 2028 May 12, 2028 (h) On May 12, 2023 the Company also issued 1,451,876 885,000 344,804 222,072 0.0001 | On December 31, 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) 70,969 $ 2,400.00 2,760.00 LACQ warrants Equity (b) 4,608 $ 8.58 Share subscription facility Equity (c) 4,512 $ 187.20 2021 Notes Liability (d) 38,894 $ 24.07 2022 Notes Liability (e) 549,987 $ 16.80 Public offering Equity 668,970 a) On June 30, 2021, as a result of the Closing, the Company assumed a total of 78,751 7,782 2,400.00 2,760.00 June 30, 2026 41,666 29,303 On August 3, 2021, the Company entered into an agreement with an existing warrant holder to reduce the price of 2,083 2,760.00 2,400.00 56,590 b) On July 2, 2021, upon public listing of the Company’s shares, the Company issued 4,608 three 2,402.40 3,477.60 11.6 Ensysce Biosciences, Inc. Notes to the Consolidated Financial Statements The warrants have been subject to multiple exercise price reductions 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 (primarily the result of the conversions of the 2021 Notes and the 2022 Notes). The adjustments have progressed from the original exercise price of $ 2,402.40 16.80 c) On September 24, 2021 and November 5, 2021, the Company issued 1,504 3,008 1,831.20 September 23, 2026 187.20 d) On July 1, 2022 and August 9, 2022, the Company issued 19,447 170.04 June 29, 2027 August 8, 2027 e) On December 9, 2022, the Company issued 549,987 16.80 December 9, 2027 |
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 Stock price Exercise price Expected term (years) Volatility Risk free rate (a) LACQ warrants (grant date varies) $ 3,477.60 $ 2,400.00 2,760.00 3.00 110.0 % 0.5 % (b) Share subscription facility (grant date 7/2/21) $ 3,477.60 $ 2,402.40 3.00 110.0 % 0.5 % (b) Share subscription facility (remeasurement date varies) $ 3.53 116.64 $ 3.64 201.60 1.15 1.47 91.25 96.0 % 3.9 4.12 % (c) Liability classified warrants (grant date 9/24/21) $ 1,077.60 $ 1,831.20 5.00 94.1 % 1.0 % (c) Liability classified warrants (grant date 11/5/21) $ 540.00 $ 1,831.20 5.00 94.1 % 1.0 % (c) Liability classified warrants (remeasured at 9/30/23) $ 1.36 $ 3.64 3.00 3.10 95.8 97.0 % 4.8 % (d) Liability classified warrants (grant date 7/1/22) $ 136.80 $ 170.04 5.00 98.9 % 2.9 % (d) Liability classified warrants (grant date 8/9/22) $ 127.20 $ 170.04 5.00 102.8 % 3.0 % (d) Liability classified warrants (remeasured at 9/30/23) $ 1.36 $ 3.64 3.75 3.86 98.9 101.5 % 4.7 % | 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 Stock price Exercise price Expected term (years) Volatility Risk free rate (a) LACQ warrants (grant date varies) 3,477.60 2,400.00 2,760.00 3.00 110.0 % 0.5 % (b) Share subscription facility (grant date 7/2/21) 3,477.60 2,402.40 3.00 110.0 % 0.5 % (b) Share subscription facility (remeasurement date varies) 14.40 1,029.60 16.80 1,080.00 1.56 2.49 108.2 125.3 % 1.0 4.5 % (c) Liability classified warrants (grant date 9/24/21) 1,077.60 1,831.20 5.00 94.1 % 1.0 % (c) Liability classified warrants (grant date 11/5/21) 540.00 1,831.20 5.00 94.1 % 1.0 % (c) Liability classified warrants (remeasured at 12/31/22) 9.36 187.20 3.75 3.85 140.9 141.1 % 4.2 % (d) Liability classified warrants (grant date 7/1/22) 136.80 170.04 5.00 98.9 % 2.9 % (d) Liability classified warrants (grant date 8/9/22) 127.20 170.04 5.00 102.8 % 3.0 % (d) Liability classified warrants (remeasured at 12/31/22) 9.36 24.12 4.50 4.61 138.0 139.4 % 4.0 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2022 26,334 $ 707.63 6.53 $ - Granted - - - - Exercised - - - - Expired / Forfeited (20 ) 770.40 - - Outstanding at September 30, 2023 26,314 $ 707.59 4.74 - Exercisable at September 30, 2023 24,505 722.84 - - Vested and expected to vest 26,314 $ 707.59 4.74 - | The following table summarizes the Company’s stock option activity during the year ended December 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Weighted average Options Exercise price Remaining contractual life Intrinsic value Outstanding at December 31, 2021 18,505 $ 576.70 6.00 $ 10,207,306 Granted 9,535 928.11 8.34 - Exercised - - - - Expired / Forfeited (1,706 ) 519.62 - - Outstanding at December 31, 2022 26,334 707.63 6.53 - Exercisable at December 31, 2022 23,258 738.89 6.19 - Vested and expected to vest 26,334 707.63 6.53 - |
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 2023): SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Nine Months Ended Exercise price $ 103.20 1,507.20 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 0.00 % | 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, 2022 Exercise price $ 102.00 1,507.20 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 % |
SCHEDULE OF RESTRICTED STOCK UNITS | The following table summarizes the Company’s restricted stock units activity during the nine months ended September 30, 2023: SCHEDULE OF RESTRICTED STOCK UNITS Restricted Stock Units Weighted average fair value Outstanding at December 31, 2022 1,003 $ 120.02 Released (938 ) 101.40 Cancelled (2 ) 386.40 Outstanding at September 30, 2023 63 $ 388.80 | The following table summarizes the Company’s restricted stock units activity during the year ended December 31, 2022: SCHEDULE OF RESTRICTED STOCK UNITS Restricted Stock Units Weighted average fair value Outstanding at December 31, 2021 - $ - Granted 5,320 215.22 Released (3,485 ) 294.29 Cancelled (832 ) - Outstanding at December 31, 2022 1,003 $ 120.02 |
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, 2023 Awards outstanding under the 2021 Omnibus Incentive Plan 26,377 Awards available for future grant under 2021 Omnibus Incentive Plan 617,112 Warrants outstanding 4,929,996 Total shares of common stock reserved for future issuance 5,573,485 | The following shares of common stock are reserved for future issuance: SCHEDULE OF COMMON STOCK FUTURE ISSUANCE December 31, 2022 Awards outstanding under the 2021 Omnibus Incentive Plan 27,337 Awards available for future grant under 2021 Omnibus Incentive Plan 4,569 2022 Notes outstanding 162,232 Warrants outstanding 668,970 Total shares of common stock reserved for future issuance 863,108 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAXES BENEFIT | Loss before provision for income taxes consisted of the following: SCHEDULE OF INCOME TAXES BENEFIT Year ending December 31, 2022 2021 United States $ (24,207,685 ) $ (29,145,901 ) |
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) Year ending December 31, 2022 2021 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 as follows: SCHEDULE OF FEDERAL INCOME TAX RATE RECONCILIATION Year ending December 31, 2022 2021 Income (benefit) taxes at statutory rates (5,083,614 ) (6,120,640 ) State income tax, net of federal benefit (175,164 ) (131,962 ) Warrants and convertible debt (234,214 ) 1,620,341 Nondeductible executive compensation - 480,248 Stock based compensation 303,499 (278,940 ) Share subscription facility transaction costs 20,335 2,664,850 Research and development tax credits (1,028,988 ) (501,451 ) Change in tax rates 54,263 371,784 Other (78,227 ) (139,213 ) Change in valuation allowance 6,222,110 2,034,983 Total - - |
SCHEDULE OF DEFERRED TAX ASSETS | The Company’s deferred tax assets were comprised of the following: SCHEDULE OF DEFERRED TAX ASSETS As of December 31, 2022 2021 Deferred tax assets: Net operating loss tax carryforwards $ 26,726,066 $ 25,068,127 Tax credits 4,164,187 3,164,799 Capitalized research costs 3,729,483 - Stock-based compensation 1,173,158 915,675 Other 265,677 687,422 Deferred Tax Assets, Gross 36,058,571 29,836,023 Valuation allowance (36,052,644 ) (29,830,534 ) Total deferred tax assets 5,927 5,489 Deferred tax liabilities: Convertible notes: embedded derivatives - - Other (5,927 ) (5,489 ) Total deferred tax liabilities (5,927 ) (5,489 ) 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 Year ending December 31, 2022 2021 Balance at beginning of year 1,135,179 968,445 Increases related to current year tax positions 341,108 171,977 Decreases related to prior year tax positions (48,026 ) (5,243 ) Balance at end of year 1,428,261 1,135,179 |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - $ / shares | Sep. 30, 2023 | May 12, 2023 | Feb. 02, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Debt instrument, conversion price | $ 0.06585 | |||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 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 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Former Ensysce [Member] | ||||||||||
Ownership percentage | 71.80% | |||||||||
Former Ensysce [Member] | ||||||||||
Debt instrument, conversion price | $ 0.06585 | |||||||||
EBIR, Inc [Member] | ||||||||||
Ownership percentage | 79.20% | 79.20% | ||||||||
EBIR, Inc [Member] | Key Personnel [Member] | ||||||||||
Ownership percentage | 19.80% | 19.80% | ||||||||
EBIR, Inc [Member] | Unrelated Party [Member] | ||||||||||
Ownership percentage | 1% | 1% | ||||||||
Former Ensysce [Member] | ||||||||||
Common stock, par value | $ 0.0001 | |||||||||
EBIR, Inc [Member] | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 28, 2022 | Mar. 31, 2023 | Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 12, 2023 | Dec. 09, 2022 | Aug. 09, 2022 | Jul. 01, 2022 | Nov. 05, 2021 | Sep. 24, 2021 | Jul. 02, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||
Reverse stock split | 1-for-20 reverse split | 1-for-12 reverse split | |||||||||||||||
Cash | $ 7,800,000 | ||||||||||||||||
Prepaid expense | $ 1,100,000 | ||||||||||||||||
Debt Instrument, conversion price | $ 0.06585 | ||||||||||||||||
Accumulated deficit | $ 118,052,779 | $ 110,931,063 | $ 85,845,567 | ||||||||||||||
Common stock, subscriptions value | $ 60,000,000 | ||||||||||||||||
Warrants issued shares | 78,751 | 210,085 | 549,987,000,000 | 19,447 | 19,447 | 3,008 | 1,504 | 4,608 | |||||||||
Warrant, exercise price | $ 3.64 | $ 16.80 | $ 3.64 | $ 16.80 | $ 170.04 | $ 170.04 | $ 1,831.20 | $ 1,831.20 | |||||||||
Proceeds from Convertible Debt | $ 8,480,000 | $ 7,533,915 | $ 7,533,915 | $ 14,029,842 | |||||||||||||
July 2022 [Member] | Common Stock [Member] | |||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||
Commitment fees | $ 800,000 | ||||||||||||||||
January 2023 [Member] | Common Stock [Member] | |||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||
Commitment fees | $ 400,000 | ||||||||||||||||
Investor [Member] | |||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||
Warrants issued shares | 4,608 | ||||||||||||||||
Warrant, exercise price | $ 2,402.40 | $ 16.80 | |||||||||||||||
Commitment fees | $ 1,200,000 | ||||||||||||||||
Investor [Member] | First Anniversary [Member] | |||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||
Commitment fees | 800,000 | ||||||||||||||||
Investor [Member] | 18-Month Anniversary [Member] | |||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||
Commitment fees | $ 400,000 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Platform Operator, Crypto-Asset [Line Items] | |||
Fair value of convertible note | $ 30,473 | $ 4,203,579 | $ 16,799,837 |
Liability classified warrants | 30,473 | 310,346 | 3,303,588 |
Total | 30,473 | 4,513,925 | 20,103,425 |
Fair Value, Inputs, Level 1 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Fair value of convertible note | |||
Liability classified warrants | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Fair value of convertible note | |||
Liability classified warrants | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Fair value of convertible note | 30,473 | 4,203,579 | 16,799,837 |
Liability classified warrants | 30,473 | 310,346 | 3,303,588 |
Total | $ 30,473 | $ 4,513,925 | $ 20,103,425 |
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, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 4,513,925 | $ 20,103,425 |
Additions, net | 12,217,371 | |
Conversions | (3,056,892) | (18,929,415) |
Loss on issuance of convertible notes | 3,609,944 | |
Change in fair value | (426,352) | (12,487,400) |
Ending balance | 30,473 | 4,513,925 |
Cash payments | (415,351) | |
Cash true-up liability | (584,857) | |
Convertible Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 4,203,579 | 16,799,837 |
Additions, net | 8,480,000 | |
Conversions | (3,056,892) | (18,929,415) |
Loss on issuance of convertible notes | 3,609,944 | |
Change in fair value | (146,479) | (5,756,787) |
Ending balance | 4,203,579 | |
Cash payments | (415,351) | |
Cash true-up liability | (584,857) | |
Liability Classified Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 310,346 | 3,303,588 |
Additions, net | 3,737,371 | |
Conversions | ||
Loss on issuance of convertible notes | ||
Change in fair value | (279,873) | (6,730,613) |
Ending balance | 30,473 | $ 310,346 |
Cash payments | ||
Cash true-up liability |
SCHEDULE OF REVENUE RECOGNIZATI
SCHEDULE OF REVENUE RECOGNIZATION UNDER GRANTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||||
Total | $ 435,380 | $ 279,351 | $ 1,715,488 | $ 1,089,920 | $ 2,523,383 | $ 3,531,199 |
M P A R [Member] | ||||||
Product Information [Line Items] | ||||||
Total | 119,942 | 206,290 | 1,038,484 | 710,761 | 2,006,885 | 2,646,579 |
TAAP/OUD [Member] | ||||||
Product Information [Line Items] | ||||||
Total | $ 315,438 | $ 73,061 | $ 677,004 | $ 379,159 | $ 516,498 | $ 884,620 |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE RECONCILIATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||
Net income (loss) attributable to common stockholders | $ (2,689,571) | $ (9,897,612) | $ (7,121,716) | $ (19,563,588) | $ (25,085,496) | $ (29,886,851) |
Denominator: | ||||||
Weighted average shares outstanding, basic and diluted | 3,085,873 | 160,719 | 2,145,505 | 138,849 | 179,925 | 84,018 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.87) | $ (61.58) | $ (3.32) | $ (140.90) | $ (139.42) | $ (355.72) |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive weighted average shares | 4,737,653 | 389,345 | 2,902,797 | 208,220 | 241,885 | 64,082 |
Share-Based Payment Arrangement, Option [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive weighted average shares | 26,354 | 29,249 | 26,354 | 27,378 | 26,302 | 18,742 |
Restricted Stock Units (RSUs) [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive weighted average shares | 63 | 4,261 | 63 | 3,317 | 3,772 | |
Warrant [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive weighted average shares | 4,711,236 | 87,878 | 2,876,380 | 87,878 | 73,326 | 2,533 |
Convertible Debt Securities [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive weighted average shares | 267,957 | 89,647 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2019 | Aug. 31, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Line Items] | |||||||||
Depreciation expense | $ 151 | ||||||||
Proceeds from issuance of debt | $ 8,500,000 | $ 15,900,000 | |||||||
Grants receivable | $ 10,700,000 | $ 10,700,000 | $ 5,400,000 | $ 5,100,000 | $ 5,400,000 | ||||
Unbilled receivables | 214,308 | ||||||||
Year 1 [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Grants receivable | 2,100,000 | 3,200,000 | |||||||
Contribution of grants | 1,100,000 | ||||||||
Year 2 [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Grants receivable | $ 3,000,000 | $ 2,200,000 | |||||||
Year 3 [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Grants receivable | $ 2,800,000 | ||||||||
Year 4 [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Grants receivable | $ 2,800,000 | ||||||||
Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property and equipment estimated useful lives | 5 years | 5 years | |||||||
Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property and equipment estimated useful lives | 6 years | 6 years |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid research and development | $ 581,985 | $ 1,300,473 | $ 2,124,008 |
Prepaid insurance | 547,776 | 445,583 | 733,234 |
Other prepaid expenses | 45,206 | 101,425 | 74,173 |
Total prepaid expenses and other current assets | 1,182,967 | 1,847,481 | $ 2,931,415 |
Other current assets | $ 8,000 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Accrued research and development | $ 500,197 | $ 1,332,713 | $ 388,997 |
Share subscription facility commitment fees | 400,000 | 800,000 | |
Professional fees | 164,100 | 421,530 | 138,086 |
Other accrued liabilities | 96,161 | 72,251 | 67,939 |
Accrued scientific advisory board fees | 60,032 | ||
Consultant fees | 1,342,479 | ||
Bonus Accrual | 610,000 | ||
Total accrued expenses and other liabilities | $ 760,458 | $ 2,226,494 | $ 3,407,533 |
SCHEDULE OF OTHER LONG-TERM LIA
SCHEDULE OF OTHER LONG-TERM LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Other long-term liabilities | $ 310,346 | $ 3,652,790 |
Commitment Fees [Member] | ||
Other long-term liabilities | 349,202 | |
Liability Classified Warrants [Member] | ||
Other long-term liabilities | $ 310,346 | $ 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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 12, 2023 | Dec. 09, 2022 | Aug. 09, 2022 | Jul. 01, 2022 | Nov. 05, 2021 | Sep. 24, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||||
Contractual obligation | $ 17,800,000 | $ 17,800,000 | $ 21,600,000 | ||||||||||
Future lease payments | 2,732 | 27,316 | |||||||||||
Rent expense | $ 8,375 | $ 7,939 | $ 25,124 | $ 23,606 | $ 31,756 | $ 41,418 | |||||||
Annual bonus target percentage | 7,500% | ||||||||||||
Annual bonus amount for future | $ 400,000 | ||||||||||||
Warrant, exercise price | $ 3.64 | $ 3.64 | $ 16.80 | $ 3.64 | $ 16.80 | $ 170.04 | $ 170.04 | $ 1,831.20 | $ 1,831.20 | ||||
Consultant compensation expenses | $ 1,342,479 | ||||||||||||
Investors [Member] | |||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||||||
Common stock issuable upon exercise warrants | 2,083 | ||||||||||||
Warrant, exercise price | $ 1,507.20 | ||||||||||||
Shares issued, share based compensation shares | 208 | ||||||||||||
Stock issued, restricted stock shares | 833 | ||||||||||||
Vesting period | 1 year | ||||||||||||
Share based payment award, vesting rights, percentage | 50% |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) | Sep. 30, 2023 | May 12, 2023 | Jan. 12, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||||||
Principal balance | $ 4,100,537 | $ 14,032,528 | ||||
Accrued interest | 18,450 | 163,517 | ||||
Fair value adjustment | 287,771 | |||||
Net debt balance | $ 350,932 | $ 600,000 | $ 600,000 | 4,406,758 | 17,189,106 | |
Fair value adjustment | 2,993,061 | |||||
2022 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal balance | 3,905,264 | |||||
Accrued interest | 10,544 | |||||
Fair value adjustment | 287,771 | |||||
Net debt balance | 4,203,579 | $ 4,240,000 | ||||
Fair value adjustment | $ 500,000 | |||||
Financed Insurance [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal balance | 195,273 | 385,187 | ||||
Accrued interest | 7,906 | 4,082 | ||||
Fair value adjustment | ||||||
Net debt balance | $ 203,179 | 389,269 | ||||
Fair value adjustment | ||||||
2021 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal balance | 13,647,341 | |||||
Accrued interest | 159,435 | |||||
Net debt balance | 16,799,837 | |||||
Fair value adjustment | $ 2,993,061 |
SCHEDULE OF INTEREST EXPENSE DE
SCHEDULE OF INTEREST EXPENSE DEBT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||||||
Stated interest accrual | $ 9,909 | $ 251,857 | ||||
Debt discount amortization | 945,969 | |||||
Total | $ 7,649 | $ 4,859 | $ 9,146 | $ 6,864 | $ 9,909 | $ 1,197,826 |
SCHEDULE OF CONVERSION DEBT (De
SCHEDULE OF CONVERSION DEBT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Short-Term Debt [Line Items] | ||
Weighted Average Conversion Price | $ 0.06585 | |
2021 Notes [Member] | Note One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Convertible, Conversion Date | Dec. 31, 2022 | |
Shares | 70,773 | |
Weighted Average Conversion Price | $ 191.06 | |
Conversion Value | $ 13,521,834 | |
2022 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Weighted Average Conversion Price | $ 130.80 | |
2022 Notes [Member] | Note One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Convertible, Conversion Date | Dec. 31, 2022 | |
Shares | 111,226 | |
Weighted Average Conversion Price | $ 36.06 | |
Conversion Value | $ 4,011,035 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 15 Months Ended | ||||||||||||||||||
Aug. 08, 2022 $ / shares shares | Jun. 30, 2022 USD ($) Tradingdays $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Nov. 05, 2021 USD ($) $ / shares | Sep. 24, 2021 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Aug. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | May 12, 2023 USD ($) $ / shares | Jan. 12, 2023 USD ($) $ / shares | Dec. 09, 2022 $ / shares | Oct. 10, 2022 USD ($) | Aug. 09, 2022 $ / shares | Jul. 01, 2022 $ / shares | Aug. 03, 2021 $ / shares | Jun. 30, 2021 $ / shares | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Proceeds from convertible debt | $ 8,480,000 | $ 7,533,915 | $ 7,533,915 | $ 14,029,842 | |||||||||||||||||||
Debt instrument, conversion price | $ / shares | $ 0.06585 | ||||||||||||||||||||||
Net debt balance | $ 350,932 | 350,932 | $ 4,406,758 | 17,189,106 | $ 600,000 | $ 600,000 | |||||||||||||||||
Cash proceeds from issuance of debt | $ 8,500,000 | 15,900,000 | |||||||||||||||||||||
Original issue discount | 2,993,061 | ||||||||||||||||||||||
Change in fair value of convertible notes | $ (3,491,513) | $ (146,479) | (6,169,929) | $ (5,756,787) | 2,993,060 | ||||||||||||||||||
Original issue discount rate percentage | 8% | 8% | 8% | ||||||||||||||||||||
Conversion of stock amount converted | $ 200,000 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 1,831.20 | $ 1,831.20 | $ 3.64 | $ 3.64 | $ 16.80 | $ 3.64 | $ 16.80 | $ 170.04 | $ 170.04 | ||||||||||||||
Financed insurance premiums | $ 400,000 | $ 399,949 | 867,300 | ||||||||||||||||||||
Financed insurance premiums outstanding | 203,179 | ||||||||||||||||||||||
Interest expense | $ 7,649 | 4,859 | $ 9,146 | 57,662 | 109,525 | 1,295,307 | |||||||||||||||||
Interest expense | 7,649 | $ 4,859 | 9,146 | $ 6,864 | 9,909 | 1,197,826 | |||||||||||||||||
Financed Insurance Premiums [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Interest expense | $ 7,649 | 9,146 | $ 7,905 | ||||||||||||||||||||
Interest paid | $ 9,402 | ||||||||||||||||||||||
Financed Insurance Premiums [Member] | Forecast [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Interest expense | $ 9,402 | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Exercise price | $ / shares | $ 2,760 | $ 2,760 | |||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Exercise price | $ / shares | $ 2,402.40 | $ 2,402.40 | $ 2,402.40 | $ 2,400 | $ 2,400 | ||||||||||||||||||
2021 Notes [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Convertible debt | $ 10,600,000 | $ 5,300,000 | |||||||||||||||||||||
Proceeds from convertible debt | $ 9,400,000 | $ 4,600,000 | |||||||||||||||||||||
Debt maturity date | Aug. 04, 2023 | Jun. 23, 2023 | |||||||||||||||||||||
Debt instrument, interest rate | 5% | 5% | |||||||||||||||||||||
Debt instrument original issue discount | 6% | 6% | |||||||||||||||||||||
Payments of debt issuance costs | $ 15,900,000 | $ 15,900,000 | |||||||||||||||||||||
Debt issuance costs, net | $ 1,900,000 | 1,900,000 | 1,900,000 | ||||||||||||||||||||
Legal fees | 1,000,000 | 1,000,000 | |||||||||||||||||||||
Amortization of financing costs | $ 900,000 | $ 900,000 | |||||||||||||||||||||
Percentage of cash settlement premium | 8% | 8% | |||||||||||||||||||||
Interest expense after consideration of conversion | $ 200,000 | ||||||||||||||||||||||
Chnage in fair value | 2,700,000 | ||||||||||||||||||||||
Net debt balance | 16,799,837 | ||||||||||||||||||||||
Original issue discount | $ 2,993,061 | ||||||||||||||||||||||
Exercise price | $ / shares | $ 187.20 | $ 187.20 | $ 187.20 | 3.64 | |||||||||||||||||||
2021 Notes [Member] | Other Operating Income (Expense) [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Loss on debt conversions | 4,000,000 | ||||||||||||||||||||||
Debt conversions | 1,000,000 | ||||||||||||||||||||||
Remaining notes payable | $ 400,000 | ||||||||||||||||||||||
2021 Notes [Member] | Maximum [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, conversion price | $ / shares | 187.20 | $ 55.20 | $ 55.20 | ||||||||||||||||||||
2021 Notes [Member] | Minimum [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, conversion price | $ / shares | $ 84 | $ 84 | $ 84 | ||||||||||||||||||||
2022 Notes [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Convertible debt | $ 8,000,000 | $ 8,000,000 | |||||||||||||||||||||
Debt instrument, conversion price | $ / shares | $ 130.80 | $ 130.80 | |||||||||||||||||||||
Net debt balance | $ 4,240,000 | $ 4,240,000 | 4,203,579 | ||||||||||||||||||||
Cash proceeds from issuance of debt | 4,000,000 | ||||||||||||||||||||||
Initial fair value | 12,090,000 | 12,090,000 | |||||||||||||||||||||
Loss on issuance of fair value | 3,600,000 | ||||||||||||||||||||||
Issuance costs | $ 1,100,000 | ||||||||||||||||||||||
Original issue discount rate | 6% | ||||||||||||||||||||||
Original issue discount | $ 500,000 | $ 500,000 | |||||||||||||||||||||
Legal and investment banking fees | $ 600,000 | ||||||||||||||||||||||
Change in fair value of convertible notes | $ 3,100,000 | ||||||||||||||||||||||
Original issue discount rate percentage | 6% | 6% | 6% | ||||||||||||||||||||
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 8% 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 $24.072 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 | 19,447 | 38,894 | 38,894 | ||||||||||||||||||||
Exercise price | $ / shares | $ 170.04 | $ 170.04 | $ 170.04 | $ 187.20 | |||||||||||||||||||
Percenatge of premium conversion price | 30% | ||||||||||||||||||||||
Debt term | 5 years | 5 years | |||||||||||||||||||||
Convertible debt | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||
Debt interest rate | 6% | 6% | 6% | ||||||||||||||||||||
2022 Notes [Member] | Letter Agreement [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, conversion price | $ / shares | 9.01 | $ 24.07 | |||||||||||||||||||||
2022 Notes [Member] | Common Stock [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument, conversion price | $ / shares | $ 0.92 | $ 0.92 | |||||||||||||||||||||
Trading days | Tradingdays | 10 | ||||||||||||||||||||||
Conversion price, percent | 92% | 92% | |||||||||||||||||||||
2022 Notes [Member] | Maximum [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt maturity date | Feb. 07, 2024 | Feb. 07, 2024 | |||||||||||||||||||||
Debt instrument, redemption price, percentage | 20% | 20% | |||||||||||||||||||||
2022 Notes [Member] | Minimum [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Debt maturity date | Dec. 29, 2023 | Dec. 29, 2023 | |||||||||||||||||||||
Twenty Twenty Two Notes And Two Thousand Twenty One [Member] | |||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||
Exercise price | $ / shares | $ 0.125 |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANT (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | ||||
Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Outstanding warrant | 4,929,996 | 668,970 | |||
Warrant One [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Outstanding warrant | 63,659 | [1] | 70,969 | [2] | |
Warrant description | LACQ warrants | [1] | LACQ warrants | [2] | |
Warrant One [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise price | $ 2,400 | [1] | $ 2,400 | [2] | |
Warrant One [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise price | $ 2,760 | [1] | $ 2,760 | [2] | |
Warrant Two [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Outstanding warrant | 4,608 | [3] | 4,608 | [4] | |
Exercise price | $ 3.64 | [3] | $ 8.58 | [4] | |
Warrant description | Share subscription facility | [3] | Share subscription facility | [4] | |
Warrant Three [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Outstanding warrant | 4,512 | [5] | 4,512 | [6] | |
Exercise price | $ 3.64 | [5] | $ 187.20 | [6] | |
Warrant description | 2021 Notes | [5] | 2021 Notes | [6] | |
Warrant Four [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Outstanding warrant | 38,894 | [7] | 38,894 | [8] | |
Exercise price | $ 3.64 | [7] | $ 24.07 | [8] | |
Warrant description | 2022 Notes | [7] | 2022 Notes | [8] | |
Warrant Five [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Outstanding warrant | 549,987 | [9] | 549,987 | [10] | |
Exercise price | [10] | $ 16.80 | |||
Warrant description | Public offering | [9] | Public offering | [10] | |
Warrant Five [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise price | [9] | $ 3.64 | |||
Warrant Five [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise price | [9] | $ 16.80 | |||
Warrant Six [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Outstanding warrant | [11] | 318,451 | |||
Warrant description | [11] | Public offering | |||
Warrant Six [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise price | [11] | $ 8.58 | |||
Warrant Six [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise price | [11] | $ 12.60 | |||
Warrant Seven [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Outstanding warrant | [12] | 3,727,813 | |||
Warrant description | [12] | Public offering | |||
Warrant Seven [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise price | [12] | $ 3.64 | |||
Warrant Seven [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Exercise price | [12] | $ 4.86 | |||
Warrant Eight [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Outstanding warrant | [13] | 222,072 | |||
Exercise price | [13] | $ 0.0001 | |||
Warrant description | [13] | Public offering | |||
[1]On June 30, 2021, as a result of the Business Combination, the Company assumed a total of 78,751 7,782 7,310 2,400.00 2,760.00 June 30, 2026 five years 41,666 21,993 78,751 7,782 2,400.00 2,760.00 June 30, 2026 41,666 29,303 4,608 3,477.60 11.6 4,608 three 2,402.40 3,477.60 11.6 1,504 3,008 1,831.20 September 23, 2026 187.20 0.125 3.64 1,504 3,008 1,831.20 September 23, 2026 187.20 19,447 170.04 June 29, 2027 August 8, 2027 24.07 0.125 3.64 19,447 170.04 June 29, 2027 August 8, 2027 549,987 16.80 December 9, 2027 0.125 166,667 3.64 549,987 16.80 December 9, 2027 318,451 8.58 12.60 February 2, 2028 August 7, 2028 3,727,813 3.64 4.86 November 12, 2024 May 10, 2028 May 12, 2028 1,451,876 885,000 344,804 222,072 0.0001 |
SCHEDULE OF OUTSTANDING WARRA_2
SCHEDULE OF OUTSTANDING WARRANT (Details) (Parenthetical) - USD ($) | 5 Months Ended | 12 Months Ended | ||||||||||||||||||
May 12, 2023 | Aug. 03, 2021 | Jul. 02, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2023 | Feb. 06, 2023 | Dec. 09, 2022 | Sep. 30, 2022 | Aug. 09, 2022 | Aug. 08, 2022 | Jul. 31, 2022 | Jul. 02, 2022 | Jul. 01, 2022 | Jun. 30, 2022 | Nov. 05, 2021 | Sep. 24, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants issued | 210,085 | 4,608 | 78,751 | 78,751 | 549,987,000,000 | 19,447 | 19,447 | 3,008 | 1,504 | |||||||||||
Warrants cancelled | 7,782 | 7,310 | ||||||||||||||||||
Warrants, exercise price | $ 3.64 | $ 3.64 | $ 16.80 | $ 16.80 | $ 170.04 | $ 170.04 | $ 1,831.20 | $ 1,831.20 | ||||||||||||
Warrants expiration date | Jun. 30, 2026 | Jun. 30, 2026 | Aug. 08, 2027 | Jun. 29, 2027 | Jun. 29, 2027 | Sep. 23, 2026 | Sep. 23, 2026 | |||||||||||||
Warrants outstanding | 549,987 | |||||||||||||||||||
Fair value adjustment of warrants | $ 11,565,472 | |||||||||||||||||||
Warrant term | 3 years | 5 years | 5 years | 5 years | ||||||||||||||||
Warrant expiration date | Jun. 30, 2026 | |||||||||||||||||||
Shares amended | 150,000,000 | 150,000,000 | 250,000,000 | 250,000,000 | 150,000,000 | 250,000,000 | ||||||||||||||
2022 Notes [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants, exercise price | $ 170.04 | $ 187.20 | $ 170.04 | |||||||||||||||||
Twenty Twenty Two Notes And Two Thousand Twenty One [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants, exercise price | $ 0.125 | |||||||||||||||||||
December Public Offering [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants, exercise price | $ 24.07 | $ 24.07 | ||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants, exercise price | $ 2,402.40 | |||||||||||||||||||
Fair value adjustment of warrants | $ 11,600,000 | |||||||||||||||||||
Grant date fair value of warrants price per share | $ 3,477.60 | |||||||||||||||||||
Subscription Arrangement [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants issued | 2,083 | |||||||||||||||||||
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] | ||||||||||||||||||||
Warrants outstanding | 41,666 | 41,666 | ||||||||||||||||||
Private Warrant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Remaining of cashless warrant shares | 29,303 | 21,993 | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants issued | 3,727,813 | 318,451 | 549,987 | |||||||||||||||||
Warrants, exercise price | $ 0.125 | $ 16.80 | ||||||||||||||||||
Warrants expiration date | Dec. 09, 2027 | |||||||||||||||||||
Warrants outstanding | 59,523 | |||||||||||||||||||
Shares amended | 166,667 | |||||||||||||||||||
Series A One Warrant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants expiration date | Nov. 12, 2024 | |||||||||||||||||||
Series A Two Warrant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants expiration date | May 10, 2028 | |||||||||||||||||||
Placement Agent Warrants [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants expiration date | May 12, 2028 | |||||||||||||||||||
Prefunded Warrant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants issued | 1,451,876 | |||||||||||||||||||
Warrants, exercise price | $ 0.0001 | |||||||||||||||||||
Warrants outstanding | 222,072 | |||||||||||||||||||
Warrants exercised | 885,000 | 344,804 | ||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants, exercise price | $ 2,400 | $ 2,400 | $ 2,400 | $ 2,402.40 | $ 2,402.40 | |||||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants, exercise price | $ 3.64 | $ 8.58 | ||||||||||||||||||
Warrants expiration date | Feb. 02, 2028 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants, exercise price | $ 2,760 | $ 2,760 | $ 2,760 | |||||||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Warrants, exercise price | $ 4.86 | $ 12.60 | ||||||||||||||||||
Warrants expiration date | Aug. 07, 2028 |
SCHEDULE OF WARRANTS FAIR VALUE
SCHEDULE OF WARRANTS FAIR VALUE ESTIMATION ASSUMPTIONS (Details) | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares | Dec. 09, 2022 | Aug. 09, 2022 $ / shares | Jul. 01, 2022 $ / shares | Nov. 05, 2021 $ / shares | Sep. 24, 2021 $ / shares | Jul. 02, 2021 $ / shares | Jun. 30, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Expected term years | 5 years | 3 years | 5 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 | 3,477.60 | 3,477.60 | |||||||
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 | 2,400 | 2,400 | |||||||
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 | 2,760 | 2,760 | |||||||
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 | 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 | 3,477.60 | ||||||||
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 | 3.53 | 14.40 | |||||||
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 | 116.64 | 1,029.60 | |||||||
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 | 2,402.40 | ||||||||
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 | 3.64 | 16.80 | |||||||
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 | 201.60 | 1,080 | |||||||
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 | 3.9 | 1 | |||||||
Expected term years | 1 year 1 month 24 days | 1 year 6 months 21 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 | 4.12 | 4.5 | |||||||
Expected term years | 1 year 5 months 19 days | 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 | ||||||||
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 | 91.25 | 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 | 96 | 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 | ||||||||
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 | 127.20 | 136.80 | 540 | 1,077.60 | |||||
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 | 170.04 | 170.04 | 1,831.20 | 1,831.20 | |||||
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 | 1.36 | 9.36 | |||||||
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 | 3.64 | 187.20 | |||||||
Liability Classified Warrants Remeasured [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Expected term years | 3 years | 3 years 9 months | |||||||
Liability Classified Warrants Remeasured [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Expected term years | 3 years 1 month 6 days | 3 years 10 months 6 days | |||||||
Liability Classified Warrants Remeasured [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Estimating fair value of warrants | 95.8 | 140.9 | |||||||
Liability Classified Warrants Remeasured [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Estimating fair value of warrants | 97 | 141.1 | |||||||
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 | 4.8 | 4.2 | |||||||
Liability Classified Warrants Remeasured2 [Member] | Measurement Input, Share Price [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Estimating fair value of warrants | 9.36 | ||||||||
Liability Classified Warrants Remeasured2 [Member] | Measurement Input, Exercise Price [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Estimating fair value of warrants | 3.64 | 24.12 | |||||||
Liability Classified Warrants Remeasured2 [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Expected term years | 3 years 9 months | 4 years 6 months | |||||||
Liability Classified Warrants Remeasured2 [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Expected term years | 3 years 10 months 9 days | 4 years 7 months 9 days | |||||||
Liability Classified Warrants Remeasured2 [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Estimating fair value of warrants | 98.9 | 138 | |||||||
Liability Classified Warrants Remeasured2 [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Estimating fair value of warrants | 101.5 | 139.4 | |||||||
Liability Classified Warrants Remeasured2 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||||||
Estimating fair value of warrants | 4.7 | 4 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||||||||||||||
May 12, 2023 | Feb. 02, 2023 | Dec. 09, 2022 | Jun. 30, 2021 | Jan. 31, 2021 | Sep. 30, 2023 | Feb. 06, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Aug. 09, 2022 | Jul. 01, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | Sep. 24, 2021 | Aug. 03, 2021 | Jul. 02, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized | 150,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 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 | ||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||
Common stock, shares, issued | 2,864,085 | 534,571 | 102,759 | |||||||||||||
Common stock, shares outstanding | 25,913 | 2,864,004 | 534,490 | 102,678 | ||||||||||||
Stock issued to settlement of convertible debt | 5,658 | |||||||||||||||
Stock issued to settlement amount of convertible debt | $ 5.8 | |||||||||||||||
Common stock issued to settlement of termination agreement | 2,083 | |||||||||||||||
Common stock issued to settelment of underwriting costs | 520 | |||||||||||||||
Share price | $ 16.80 | |||||||||||||||
Payments for Underwriting Expense | $ 0.3 | |||||||||||||||
Warrants to purchase common shares | 210,085 | 549,987,000,000 | 78,751 | 19,447 | 19,447 | 3,008 | 1,504 | 4,608 | ||||||||
Warrant, exercise price | $ 3.64 | $ 16.80 | $ 3.64 | $ 16.80 | $ 170.04 | $ 170.04 | $ 1,831.20 | $ 1,831.20 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 3 years | |||||||||||||
[custom:TransactionCosts] | $ 0.5 | |||||||||||||||
Sale of stock number of shares issued in transaction | 1,800,876 | 297,619 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | |||||||||||
Combined offering price | $ 3.887 | $ 10.08 | ||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 7 | $ 3 | ||||||||||||||
Related costs | $ 0.7 | $ 0.3 | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized | 166,667 | |||||||||||||||
Share price | $ 16.80 | |||||||||||||||
Warrants to purchase common shares | 3,727,813 | 549,987 | 318,451 | |||||||||||||
Warrant, exercise price | $ 0.125 | $ 16.80 | ||||||||||||||
Combined offering price | 0.125 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share price | 16.80 | |||||||||||||||
Warrant, exercise price | $ 2,400 | $ 2,402.40 | $ 2,402.40 | $ 2,400 | ||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Warrant, exercise price | 3.64 | $ 8.58 | ||||||||||||||
Maximum [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share price | 187.20 | |||||||||||||||
Warrant, exercise price | $ 2,760 | $ 2,760 | ||||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Warrant, exercise price | $ 4.86 | $ 12.60 | ||||||||||||||
IPO [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 241,666,000,000 | |||||||||||||||
Share price | $ 16.80 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 4.1 | |||||||||||||||
Former Ensysce [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Common stock, shares, issued | 66,889 | |||||||||||||||
Stock issued during period shares purchase of assets | 81 | |||||||||||||||
Common stock, par value | $ 0.0001 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Option outstanding, beginning balance | 26,334 | 18,505 | |
Weighted average exercise price. beginning balance | $ 707.63 | $ 576.70 | |
Weighted average remaining contractual term, beginning balance | 4 years 8 months 26 days | 6 years 6 months 10 days | 6 years |
Aggregate intrinsic value, beginning balance | $ 10,207,306 | ||
Option outstanding, granted | 9,535 | ||
Weighted average exercise price, granted | $ 928.11 | ||
Weighted average remaining contractual term, grants | 8 years 4 months 2 days | ||
Aggregate intrinsic value, granted | |||
Option outstanding, exercised | |||
Weighted average exercise price, exercised | |||
Aggregate intrinsic value, exercised | |||
Option outstanding, expired or forfeited | (20) | (1,706) | |
Weighted average exercise price, expired or forfeited | $ 770.40 | $ 519.62 | |
Aggregate intrinsic value, expired or forfeited | |||
Option outstanding, ending balance | 26,314 | 26,334 | 18,505 |
Weighted average exercise price, ending balance | $ 707.59 | $ 707.63 | $ 576.70 |
Weighted average remaining contractual term, ending balance | 6 years 6 months 10 days | ||
Aggregate intrinsic value, ending balance | $ 10,207,306 | ||
Option, exercisable | 24,505 | 23,258 | |
Weighted average exercise price, exercisable | $ 722.84 | $ 738.89 | |
Weighted average remaining contractual term, exercisable | 6 years 2 months 8 days | ||
Aggregate intrinsic value, beginning balance | |||
Option vested or expected to vest | 26,314 | 26,334 | |
Weighted average exercise price, vested or expected to vest | $ 707.59 | $ 707.63 | |
Weighted average remaining contractual term in years, vested and expected to vest | 4 years 8 months 26 days | 6 years 6 months 10 days | |
Aggregate intrinsic value, vested or expected to vest |
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, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected stock price volatility, minimum | 76.61% | 76.61% |
Expected stock price volatility, maximum | 95.87% | 95.87% |
Risk-free interest rate, minimum | 1.52% | 1.52% |
Risk-free interest rate, maximum | 3.14% | 3.14% |
Expected dividend rate | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 103.20 | $ 102 |
Expected term (years) | 5 years 2 months 8 days | 5 years 2 months 8 days |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 1,507.20 | $ 1,507.20 |
Expected term (years) | 10 years | 10 years |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted stock units outstanding, beginning balance | 1,003 | |
Weight average fair value, beginning balance | $ 120.02 | |
Restricted stock units, granted | 5,320 | |
Weight average fair value, granted | $ 215.22 | |
Restricted stock units, released | (938) | (3,485) |
Weight average fair value, released | $ 101.40 | $ 294.29 |
Restricted stock units, cancelled | (2) | (832) |
Weight average fair value, cancelled | $ 386.40 | |
Restricted stock units outstanding, ending balance | 63 | 1,003 |
Weight average fair value, ending balance | $ 388.80 | $ 120.02 |
SCHEDULE OF COMMON STOCK FUTURE
SCHEDULE OF COMMON STOCK FUTURE ISSUANCE (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance | 5,573,485 | 863,108 |
Warrant Outstanding [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance | 4,929,996 | 668,970 |
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 | 26,377 | 27,337 |
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 | 617,112 | 4,569 |
Share-Based Payment Arrangement, Option [Member] | 2022 Notes Outstanding [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance | 162,232 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | Jan. 31, 2022 | Jan. 26, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, outstanding | 26,314 | 26,314 | 26,334 | 18,505 | |||||
Common stock, capital shares reserved for future issuance | 5,573,485 | 5,573,485 | 863,108 | ||||||
Number of restricted stock granted | 9,535 | ||||||||
Weighted average exercise price, vested or expected to vest | $ 707.59 | $ 707.59 | $ 707.63 | ||||||
Weighted-average fair value per share, grant | $ 19.24 | $ 230.89 | |||||||
Unrecognized stock based compensation | $ 163,754 | $ 163,754 | $ 361,863 | ||||||
Weighted average period | 1 year 3 months 25 days | 1 year 7 months 9 days | |||||||
Minimum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, vesting period | 0 years | ||||||||
Weighted average exercise price, vested or expected to vest | $ 103.20 | $ 103.20 | |||||||
Maximum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, vesting period | 4 years | ||||||||
Weighted average exercise price, vested or expected to vest | $ 1,507.20 | $ 1,507.20 | |||||||
Board of Members [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of restricted stock granted | 9,545 | 114,550 | |||||||
Board of Members [Member] | Minimum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, vesting period | 0 years | ||||||||
Weighted average exercise price, vested or expected to vest | $ 8.50 | ||||||||
Board of Members [Member] | Maximum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, vesting period | 4 years | ||||||||
Weighted average exercise price, vested or expected to vest | $ 125.60 | ||||||||
General and Administrative Expense [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share based compensation expense | $ 41,336 | $ 128,357 | $ 198,000 | $ 731,126 | $ 919,056 | $ 121,764 | |||
Research and Development Expense [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share based compensation expense | $ 14,338 | $ 28,791 | $ 52,224 | $ 124,034 | $ 152,787 | $ 0 | |||
2021 Omnibus Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, outstanding | 18,432 | 18,432 | 18,432 | ||||||
Common stock, capital shares reserved for future issuance | 4,166 | 4,166 | 4,166 | 26,725 | 12,500 | 12,500 |
SCHEDULE OF INCOME TAXES BENEFI
SCHEDULE OF INCOME TAXES BENEFIT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
UNITED STATES | ||
Income (loss) before provision for income taxes | $ (24,207,685) | $ (29,145,901) |
SCHEDULE OF FEDERAL AND STATE I
SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income (benefit) taxes at statutory rates | $ (5,083,614) | $ (6,120,640) |
State income tax, net of federal benefit | (175,164) | (131,962) |
Warrants and convertible debt | (234,214) | 1,620,341 |
Nondeductible executive compensation | 480,248 | |
Stock based compensation | 303,499 | (278,940) |
Share subscription facility transaction costs | 20,335 | 2,664,850 |
Research and development tax credits | (1,028,988) | (501,451) |
Change in tax rates | 54,263 | 371,784 |
Other | (78,227) | (139,213) |
Change in valuation allowance | 6,222,110 | 2,034,983 |
Total |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss tax carryforwards | $ 26,726,066 | $ 25,068,127 |
Tax credits | 4,164,187 | 3,164,799 |
Capitalized research costs | 3,729,483 | |
Stock-based compensation | 1,173,158 | 915,675 |
Other | 265,677 | 687,422 |
Deferred Tax Assets, Gross | 36,058,571 | 29,836,023 |
Valuation allowance | (36,052,644) | (29,830,534) |
Total deferred tax assets | 5,927 | 5,489 |
Convertible notes: embedded derivatives | ||
Other | (5,927) | (5,489) |
Total deferred tax liabilities | (5,927) | (5,489) |
Net deferred tax assets |
SUMMARY OF INCOME TAX CONTINGEN
SUMMARY OF INCOME TAX CONTINGENCIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 1,135,179 | $ 968,445 |
Increases related to current year tax positions | 341,108 | 171,977 |
Decreases related to prior year tax positions | (48,026) | (5,243) |
Balance at end of year | $ 1,428,261 | $ 1,135,179 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax Credit Carryforward, Description | 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 | $ 1,400,000 | $ 1,100,000 | ||
Financing receivable accrued interest write off | 0 | $ 0 | ||
California Franchise Tax Board [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 73,200,000 | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 102,900,000 | $ 20,500,000 | $ 82,400,000 | |
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward amount | 4,200,000 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward amount | 1,500,000 | |||
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward amount | $ 1,700,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 09, 2022 | Oct. 31, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Proceeds from Convertible Debt | $ 8,480,000 | $ 7,533,915 | $ 7,533,915 | $ 14,029,842 | |||||
Settlement of restricted stock units, shares | 3,838 | ||||||||
Settlement of restricted stock units | $ 9,050,004 | 3,783,240 | |||||||
Share Price | $ 16.80 | ||||||||
Class of Warrant or Right, Outstanding | 549,987 | ||||||||
Warrant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Settlement of restricted stock units, shares | 29,761 | ||||||||
Share Price | $ 16.80 | ||||||||
Class of Warrant or Right, Outstanding | 59,523 | ||||||||
IPO [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Settlement of restricted stock units, shares | 241,666,000,000 | ||||||||
Share Price | $ 16.80 | ||||||||
Chief Executive Officer [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Cash compensation | 0 | 30,909 | |||||||
Accounts Payable | $ 0 | $ 12,989 | |||||||
Board of Directors Chairman [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Proceeds from Convertible Debt | $ 2,500,000 | ||||||||
Chief Executive Officer And Board Member [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Settlement of restricted stock units, shares | 3,838 | ||||||||
Settlement of restricted stock units | $ 800,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Oct. 23, 2023 | May 12, 2023 | Mar. 23, 2023 | Feb. 02, 2023 | Jan. 31, 2023 | Jan. 12, 2023 | Jan. 03, 2023 | Oct. 28, 2022 | Oct. 31, 2023 | Mar. 31, 2023 | Jul. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 19, 2023 | Feb. 06, 2023 | Dec. 09, 2022 | Aug. 09, 2022 | Jul. 01, 2022 | Nov. 05, 2021 | Sep. 24, 2021 | Jul. 02, 2021 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument, conversion price | $ 0.06585 | |||||||||||||||||||||||
Common stock, shares issued | 2,864,085 | 534,571 | 102,759 | |||||||||||||||||||||
Repayment of convertible debt | $ 1,000,208 | $ 265,812 | $ 1,408,364 | |||||||||||||||||||||
Net debt balance | $ 600,000 | $ 600,000 | $ 350,932 | $ 4,406,758 | $ 17,189,106 | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,800,876 | 297,619 | ||||||||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 7,000,000 | $ 3,000,000 | ||||||||||||||||||||||
Warrant, exercise price | $ 3.64 | $ 3.64 | $ 16.80 | $ 16.80 | $ 170.04 | $ 170.04 | $ 1,831.20 | $ 1,831.20 | ||||||||||||||||
Warrants to purchase common shares | 210,085 | 549,987,000,000 | 19,447 | 19,447 | 3,008 | 1,504 | 4,608 | 78,751 | ||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 3 years | 5 years | |||||||||||||||||||||
Stockholders equity reverse stock split | 1-for-20 reverse split | 1-for-12 reverse split | ||||||||||||||||||||||
Debt financing amount | $ 8,500,000 | 15,900,000 | ||||||||||||||||||||||
Aggregate principal amount | $ 4,100,537 | $ 14,032,528 | ||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Number of common shares granted | 9,535 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Warrant, exercise price | $ 0.125 | $ 16.80 | ||||||||||||||||||||||
Warrants to purchase common shares | 3,727,813 | 318,451 | 549,987 | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Net debt balance | 600,000 | |||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 297,619 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 10.08 | |||||||||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 3,000,000 | |||||||||||||||||||||||
Sale of Stock, Transaction Date | Feb. 06, 2023 | |||||||||||||||||||||||
Warrant, exercise price | $ 12.60 | |||||||||||||||||||||||
Warrants to purchase common shares | 297,619 | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 20,832 | |||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||
Stockholders equity reverse stock split | On March 23, 2023, at a special meeting of stockholders, the Company’s stockholders approved a proposal to authorize the Company’s Board of Directors to complete a reverse stock split at a ratio of not less than one-for-five and not more than one-for-twelve. On March 31, 2023, the Company completed a one-for-twelve 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. | |||||||||||||||||||||||
Subsequent Event [Member] | Two Thousand Twenty One Incentive Plan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of common shares registered | 26,725 | |||||||||||||||||||||||
Number of common shares granted | 615,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Amendment Two Thousand Twenty One Incentive Plan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of common shares registered | 585,796 | |||||||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Warrant, exercise price | $ 8.58 | |||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Preferred stock voting rights | the Board of Directors declared a dividend of 0.012 of a share of Series A Preferred Stock, par value $0.0001 per share, for each outstanding share of the Company’s common stock to stockholders of record on February 13, 2023. Each full share of the Series A Preferred Stock entitles holders to 1,000,000 votes per share with respect to the reverse stock split proposal and the adjournment proposal at the Company’s special meeting of stockholders on March 23, 2023. The Series A Preferred Stock has no dividend rights and is subject to full redemption following the effectiveness of a reverse stock split. The Series A Preferred Stock was registered through a Certificate of Designation filed with the State of Delaware on February 1, 2023. | |||||||||||||||||||||||
Subsequent Event [Member] | 2022 Notes [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock, shares issued | 400,000 | |||||||||||||||||||||||
Repayment of convertible debt | 3,100,000 | |||||||||||||||||||||||
Repayments of notes payable | $ 400,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Letter Agreement [Member] | 2022 Notes [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument, conversion price | $ 9.0144 | $ 24.072 | ||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument, conversion price | $ 1.5675 | |||||||||||||||||||||||
Warrant, exercise price | $ 1.5675 | |||||||||||||||||||||||
Debt financing amount | $ 1,700,000 | |||||||||||||||||||||||
Original issue discount rate | 8% | |||||||||||||||||||||||
Debt instrument accrue interest rate | 6% | |||||||||||||||||||||||
Debt instrument redemption premium percentage | 10% | |||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt financing amount | $ 200,000 | |||||||||||||||||||||||
Subsequent Event [Member] | First Closing Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common shares | 1,255,697 | |||||||||||||||||||||||
Debt financing amount | $ 566,667 | |||||||||||||||||||||||
Aggregate principal amount | $ 612,000 | |||||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||||
Subsequent Event [Member] | Second Closing Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Warrants to purchase common shares | 2,511,394 | |||||||||||||||||||||||
Debt financing amount | $ 1,133,333 | |||||||||||||||||||||||
Aggregate principal amount | $ 1,224,000 | |||||||||||||||||||||||
GEM Yield Bahamas Limited [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock repurchased during period shares | 44,444 | |||||||||||||||||||||||
Stock repurchased during period value | $ 400,000 |