UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2
(Amendment No. 1)
| Ensysce Biosciences, Inc. |
| (Name of Issuer) |
| Common Stock, $0.0001 par value per share |
| (Title of Class of Securities) |
| 293602 108 |
| (CUSIP Number) |
| June 30, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 293602 108 | 13G | Page 2 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| Hydra LAC, LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,867,842 shares |
| 6 | SHARED VOTING POWER
0 shares | |
| 7 | SOLE DISPOSITIVE POWER
1,867,842 shares | |
| 8 | SHARED DISPOSITIVE POWER
0 shares |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,867,842 shares |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.39% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP No. 293602 108 | 13G | Page 3 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
A. Lorne Weil | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,002,747 shares |
| 6 | SHARED VOTING POWER
0 shares | |
| 7 | SOLE DISPOSITIVE POWER
3,002,747 shares | |
| 8 | SHARED DISPOSITIVE POWER
0 shares |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,002,747 shares |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.49% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| CUSIP No. 293602 108 | 13G | Page 4 of 6 Pages |
Schedule 13G
| Item 1(a). | Name of Issuer: |
| Ensysce Biosciences, Inc. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 7946 Ivanhoe Avenue, Suite 201, La Jolla, California 92037 | |
| Item 2(a). | Name of Persons Filing: |
| This Schedule 13G is jointly filed by: |
| ● | Hydra LAC, LLC (“Hydra LAC”); and | |
| ● | A. Lorne Weil |
| (collectively, the “Reporting Persons”). | |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| The business address for the Reporting Persons is 250 West 57th Street, Suite 415, New York, NY 10107. | |
| Item 2(c). | Citizenship: |
| Hydra LAC is a limited liability company formed in the State of Delaware. | |
| A. Lorne Weil is a citizen of Canada. | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, $0.0001 par value per share | |
| Item 2(e). | CUSIP Number: |
| 293602 108 | |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| Not applicable. | |
| Item 4. | Ownership. |
| The information required by Item 4 is set forth in Rows 5-11 of the cover pages of this Schedule 13G and is incorporated herein by reference. |
| CUSIP No. 293602 108 | 13G | Page 5 of 6 Pages |
| As disclosed in a Schedule 13G filed on February 10, 2021, the Reporting Persons hold 1,134,742 shares of the Issuer’s Common Stock. | |
| In addition, 1,868,005 shares of Common Stock are issuable on exercise of warrants which become exercisable on July 30, 2021, resulting in an aggregate of 3,002,747 shares of Common Stock beneficially owned in the aggregate, which represents 11.49% of the Issuer’s outstanding shares of Common Stock. | |
| The percentage set forth above is based on 24,275,541 outstanding shares of Common Stock. | |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ]. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 293602 108 | 13G | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: July 7, 2021 | ||
| HYDRA LAC, LLC | ||
| /s/ A. Lorne Weil | ||
| Name: | A. Lorne Weil | |
| Title: | Managing Member | |
| /s/ A. Lorne Weil | ||
| A. Lorne Weil | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Ensysce Biosciences, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this agreement as of July 7, 2021.
| HYDRA LAC, LLC | ||
| By: | /s/ A. Lorne Weil | |
| Name: | A. Lorne Weil | |
| Title: | Managing Member | |
| /s/ A. Lorne Weil | ||
| A. Lorne Weil | ||