Amended Securities Registration (section 12(g)) (8-a12g/a)
March 31 2023 - 5:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A/A
(Amendment
No. 2)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Ensysce
Biosciences, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
82-2755287 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
Number) |
7946
Ivanhoe Avenue, Suite 201
La
Jolla, California |
|
92037 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to be so registered
Not Applicable |
|
Name
of each exchange on which
each class is to be registered
Not Applicable |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates:
_______Not Applicable______(if
applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
Series
A Preferred Stock, par value $0.0001 per share
(Title
of class)
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. |
Description
of Registrant’s Securities To Be Registered. |
Ensysce
Biosciences, Inc. (the “Company”) previously filed this Registration Statement on Form 8-A (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) on February 1, 2022, as amended
on February 7, 2023, relating to a Certificate of Designation of Series A Preferred Stock, as amended. That Certificate was filed with
the Secretary of State of the State of Delaware. This Amendment to Form 8-A is being filed by the Company to deregister the Series A
Preferred Stock previously registered.
On
March 31, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Elimination of Series A Preferred
Stock (the “Certificate of Elimination”). The Certificate of Elimination has the effect of eliminating from
the Company’s Third Amended and Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of
Designation of Series A Preferred Stock previously filed by the Company.
All
shares of Series A Preferred Stock previously issued have been redeemed. The 25,000 shares of preferred stock previously designated as
Series A Preferred Stock have been eliminated and returned to the status of authorized but unissued shares of preferred stock, without
designation. No shares of Series A Preferred Stock were issued and outstanding as of the date of filing of the Certificate of Elimination.
The
foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in
its entirety by reference to the Certificate of Elimination, a copy of which is filed with this Registration Statement as Exhibit 3.3
and is incorporated by reference herein.
*Previously
filed.
SIGNATURES
Pursuant
to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated:
March 31, 2023
|
Ensysce
Biosciences, Inc. |
|
|
|
|
By: |
/s/
Lynn Kirkpatrick |
|
Name:
|
Dr.
Lynn Kirkpatrick |
|
Title: |
President
and Chief Executive Officer |
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