CUSIP No.
293602 108
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SCHEDULE
13D
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Page
2 of 7
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1
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NAME
OF REPORTING PERSON
Bob
G. Gower
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
(1) (see Item 3)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
7,925,611(2)
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
7,925,611(2)
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,925,611(2)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.6%(3)(4)
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14
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TYPE
OF REPORTING PERSON
IN
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(1)
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Beneficial
ownership of the Common Stock of the Issuer was acquired by the Reporting Person as a result of the Closing of the Business Combination
(as defined below).
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(2)
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Includes
7,919,026 shares of Common Stock held by the Reporting Person and 6,585 shares of Common Stock subject to exercisable options.
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(3)
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Based
on 24,275,541 shares of Ensysce Biosciences, Inc.’s common stock, par value $0.0001 per share outstanding as of June 30, 2021,
as reported in Ensysce Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”)
on July 7, 2021.
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(4)
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See
Disclosure in Items 2 and 5 of this Schedule 13D.
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CUSIP No.
293602 108
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SCHEDULE
13D
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Page
3 of 7
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Item
1. Security and Issuer.
This
statement on Schedule 13D relates to the shares of common stock, $0.0001 par value per share (the “Common Stock”), of Ensysce
Biosciences, Inc., a Delaware corporation (the “Issuer”) whose principal executive office is located at 7946 Ivanhoe Avenue,
Suite 201, La Jolla, California 92037.
Prior
to the Business Combination (as defined below), the Issuer was known as Leisure Acquisition Corp. (“LACQ”).
Information
given in response to each Item shall be deemed incorporated by reference in all other Items, as applicable.
Item
2. Identity and Background.
(a)
This Schedule 13D is being filed by Bob G. Gower (the “Reporting Person”).
(b)
The principal business address of the Reporting Person is 101 Westcott, Unit 303, Houston, Texas 77007.
(c)
The Reporting Person’s present principal occupation is Chairman of the Issuer.
(d)
During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the last five years, the Reporting Person was not a party to any civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is not subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(f)
The Reporting Person is a citizen of the United States.
Item
3. Source and Amount of Funds or Other Consideration.
Item
4 below summarizes certain provisions of the Merger Agreement (as defined below) that pertain to the securities acquired by the Reporting
Person. Pursuant to the Merger Agreement, upon consummation of the Business Combination, the shares of common stock of Former Ensysce
(as defined below), beneficially owned by the Reporting Person were automatically converted into shares of Common Stock.
Pursuant
to the Merger Agreement, upon consummation of the Business Combination, the options exercisable for shares of common stock of Former
Ensysce (as defined below), beneficially owned by the Reporting Person were automatically converted into options of the Issuer exercisable
for shares of Common Stock. All of the options held by the Reporting Person were granted to the Reporting Person by Former Ensysce prior
to the Business Combination in connection with the Reporting Person’s service as a director of Former Ensysce.
CUSIP No.
293602 108
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SCHEDULE
13D
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Page
4 of 7
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Item
4. Purpose of Transaction.
Business
Combination
On
January 31, 2021, 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 they currently hold a portion
of the shares of Common Stock. On the Closing Date, at the effective time of the Merger, LACQ changed its name from “Leisure Acquisition
Corp.” to “Ensysce Biosciences, Inc.” (“Ensysce”). As a result of the Business Combination, the Reporting
Person acquired beneficial ownership of the shares of Common Stock as described in Item 5 of this Schedule 13D.
Lock-Up
Agreement
At
or prior to the Closing, certain stockholders of Ensysce (the “Lock-Up Stockholders”) entered into Lock-Up Agreements (the
“Lock-Up Agreements”) with Ensysce, pursuant to which the Lock-Up Stockholders agreed not to transfer the shares of Common
Stock such Lock-Up Stockholders received as consideration for the Merger, except to certain permitted transferees, until the earlier
to occur of (a) one year after the completion of the Merger and (b) the date on which the Issuer completes a liquidation, merger, share
exchange or other similar transaction after Closing that results in all of the Issuer’s stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property. Under the Lock-Up Agreements, any permitted transferees will be
subject to the same restrictions and other agreements as the Lock-Up Stockholders. Notwithstanding the foregoing, if the closing price
of the shares of Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing,
the Lock-Up Stockholders’ shares of Common Stock will be released from the Lock-Up Agreements.
The
foregoing summary of the Lock-Up Agreement is qualified in its entirety by reference to the Lock-Up Agreement, which is attached as an
exhibit to this Schedule 13D and is incorporated by reference herein.
CUSIP No.
293602 108
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SCHEDULE
13D
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Page
5 of 7
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General
The
Reporting Person acquired the securities in connection with his service as a director of the Issuer and for investment purposes. In his
capacity as the Chairman of the Issuer, the Reporting Person may have influence over the corporate activities of the Issuer, including
activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Subject to the Issuer’s
Insider Trading Policy, the Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal
circumstances.
Except
as set forth herein, the Reporting Person does not have any present plans or proposals at this time that relate to or would result in
any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person continuously assesses
the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments
and additional investment opportunities and all other factors deemed relevant in determining whether additional shares of Common Stock
will be acquired by the Reporting Person or, if applicable, its affiliates or whether the Reporting Person or, if applicable, any such
affiliate will dispose of shares of Common Stock. At any time, additional shares of Common Stock may be acquired or some or all of shares
of Common Stock beneficially owned by the Reporting Person may be sold, in either case in the open market, in privately negotiated transactions
or otherwise. Accordingly, the Reporting Person reserves the right to change its intentions and develop plans or proposals at any time,
as it deems appropriate.
The
information set forth in Item 6 of this Schedule 13D is incorporated by reference into this Item 4.
CUSIP No.
293602 108
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SCHEDULE
13D
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Page
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Item
5. Interest in Securities of the Issuer.
(a)
— (b) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
The
share information contained on the cover page of this Schedule 13D for Bob Gower includes 6,585 shares subject to options.
(c)
Except as described in Item 4, during the past 60 days, the Reporting Person has not effected any transactions with respect to the Common
Stock.
(d)
Except as described in this Schedule 13D, no other person is known by the Reporting Person to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except
as set forth in this Schedule 13D, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements,
understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
At
or prior to the Closing, the Issuer entered into an indemnification agreement (an “Indemnification Agreement”) with each
of the Issuer’s directors and executive officers, including the Reporting Person. Each Indemnification Agreement requires the Issuer
to indemnify and hold harmless the applicable director or named executive officer to the fullest extent authorized by the laws of the
State of Delaware. Each Indemnification Agreement also requires the Issuer, subject to specific terms and conditions, to advance expenses
to the director or officer. Each Indemnification Agreement also sets forth various procedures and definitions with respect to indemnification
and advancement of expenses. In addition, under the Indemnification Agreements, the Issuer is obligated to maintain directors’
and officers’ liability insurance. With specified exceptions, the Indemnification Agreements do not obligate the Issuer to provide
indemnification or advance expenses with respect to actions initiated by the director or officer or to indemnify the director or officer
in connection with proceedings by the Issuer to enforce non-compete or non-disclosure agreements. To the extent the provisions of the
Indemnification Agreements exceed the indemnification permitted by applicable law, such provisions may be unenforceable or may be limited
to the extent they are found by a court of competent jurisdiction to be contrary to public policy.
The
foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference
to the form of Indemnification Agreement, a copy of which is filed herewith as Exhibit 2 to this Schedule 13D, and is incorporated herein
by reference.
In
his capacity as a director of the Issuer, the Reporting Person may be entitled to receive equity compensation, including stock option
or other equity awards, pursuant to the Issuer’s 2021 Omnibus Incentive Plan (the “Incentive Plan”), which became effective
upon the Closing. Reference is made to the disclosure described in the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”)
filed with SEC on June 16, 2021, in the section entitled “Proposal No. 6—The Incentive Plan Proposal” beginning on
page 113 thereof, which is incorporated herein by reference. The foregoing description of the 2021 Omnibus Incentive Plan is qualified
in its entirety by the full text of the Incentive Plan, which is Exhibit 3 to this Schedule 13D, and is incorporated herein by reference.
Item
7. Material to be Filed as Exhibits.
CUSIP No.
293602 108
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SCHEDULE
13D
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Page
7 of 7
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SIGNATURE
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.
Dated:
July 12, 2021
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By:
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/s/
Bob G. Gower
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Bob
G. Gower
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