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November 11, 2022
Lynn Kirkpatrick
President, Chief Executive Officer & Director
Ensysce Biosciences, Inc.
7946 Ivanhoe Avenue, Suite 201
La Jolla, CA 92037
Re:Ensysce Biosciences, Inc.
Registration Statement on Form S-1
Filed October 28, 2022
File No. 333-268038
Dear Lynn Kirkpatrick:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.Please revise your cover page to disclose the volume of securities you are offering on a
best-efforts basis as required by Item 501(b)(2) of Regulation S-K. Also, please revise to
remove any disclosures suggesting that the volume of securities has not been established.
In this regard, please remove the following disclosure from the cover page: "All share,
warrant, and pre-funded warrant numbers are based on an assumed combined public
offering price of $___  per share and accompanying warrants." For additional guidance,
refer to Securities Act Rules Compliance and Disclosure Interpretations Question 227.02.
2.Given that this is a best-efforts, no minimum offering in which your placement agent is
not required to arrange for the purchase and sale of any specific number or dollar amount
of shares and that you may not sell the entire amount of common stock and warrants being

 FirstName LastNameLynn Kirkpatrick
 Comapany NameEnsysce Biosciences, Inc.
 November 11, 2022 Page 2
 FirstName LastName
Lynn Kirkpatrick
Ensysce Biosciences, Inc.
November 11, 2022
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offered, please delete references on the cover page and elsewhere to the total dollar
amount of proceeds ($12.5 million).
3.We note that your placement agent, Lake Street, will sell the securities on a "best efforts"
basis. Please revise to state on the cover page, and elsewhere as appropriate, the date the
offering will end. Refer to Regulation S-K, Item 501(b)(8)(iii).
4.We note your disclosure that you expect to deliver your shares, pre-funded warrants, and
warrants to investors on or about an as yet to be determined date in 2022. Given that this
is language typically included in a firm commitment underwritten offering and you have
indicated this is a best efforts offering, please advise us of the reason for this disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Alan Campbell at (202) 551-4224 or Joe McCann at (202) 551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences