Ensysce Biosciences, INC. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ENSC The Nasdaq Stock Mar
• $1.7 million — "), for gross proceeds of approximately $1.7 million before the deduction of fees and offeri
• $2 — The Warrants have an exercise price of $2.50, subject to adjustment, and are exer
• $1,000 — urchase price of the Preferred Stock is $1,000 with a stated value of $1100, and the c
• $1100 — Stock is $1,000 with a stated value of $1100, and the conversion price per share of
• $100,000 — ock having an aggregate stated value of $100,000, subject to certain limited exceptions,
• $3.6 m — fferings, estimated to be approximately $3.6 million, for general corporate purposes,
• $1,100 — ed Stock has an initial stated value of $1,100 per share and pays a dividend at an ann

Filing Documents

• form8-k.htm (8-K) — 71KB
• ex4-1.htm (EX-4.1) — 241KB
• ex4-2.htm (EX-4.2) — 137KB
• ex5-1.htm (EX-5.1) — 23KB
• ex10-1.htm (EX-10.1) — 295KB
• ex99-1.htm (EX-99.1) — 14KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-25-023933.txt ( ) — 1108KB
• ensc-20251117.xsd (EX-101.SCH) — 3KB
• ensc-20251117_lab.xml (EX-101.LAB) — 33KB
• ensc-20251117_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2025 (November 13, 2025) Ensysce Biosciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38306 82-2755287 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 7946 Ivanhoe Avenue , Suite 201 La Jolla , California 92037 (Address of principal executive offices) (Zip Code) (858) 263-4196 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share ENSC The Nasdaq Stock Market LLC Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. On November 13, 2025, Ensysce Biosciences, Inc. (the " Company " or " we ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") directly with an institutional investor (the " Purchaser "), pursuant to which the Company agreed to issue and sell in a registered direct offering (the " Registered Direct Offering "), (i) 1,513 shares (the " Shares ") of Series B Preferred Stock of the Company, par value $0.0001 per share (the " Preferred Stock "), as well as up to 665,922 shares of Common Stock of the Company, par value $0.0001 per share (the " Common Stock ") to be issued upon conversion of the Preferred Stock (the " Underlying Shares "), for gross proceeds of approximately $1.7 million before the deduction of fees and offering expenses. The closing of the Registered Direct Offering occurred on November 14, 2025. The Preferred Stock and Underlying Shares were offered by the Company pursuant to a shelf registration on January 9, 2023 and was declared effective by the Commission on January 17, 2023 (the " Registration Statement "), including a prospectus supplement filed with the Commission on November 14, 2025. In a concurrent private placement, pursuant to the terms of the Purchase Agreement, the Company also agreed to issue and sell 2,487 unregistered shares of Preferred Shares that are convertible into 1,094,078 shares of Common Stock, subject to adjustment, and warrants to purchase up to 880,000 shares of Common Stock (the " Warrants "), subject to adjustment (the " Private Placement " and, together with the Registered Direct Offering, the " Offerings "). The Company is obligated to promptly file a resale registration statement for the securities issued in the Private Placement The Warrants have an exercise price of $2.50, subject to adjustment, and are exercisable at any time on or after six months from the date of issuance until the five-year anniversary of the later of (a) the date when a registration statement covering the Warrants is declared effective (" resale effective date ") and (b) stockholder approval (the " Stockholder Approval "). The Warrants are and pro rata distributions. The Warrant exercise price is also subject to adjustment (i) in the event we sell or grant any option to purchase or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents (other than certain exempt issuances) for, or entitling any Person to acquire shares of common stock at, an effective price per share that is lower than the Warrant exercise price then in effect, then the exercise price will be reduced to that lower price and (ii) the event of any stock dividend and split, reverse stock split, recapitalization, reorganization, or similar transaction, then an adjustment will be made as described in the Warrants. In the event we grant rights to purchase stock, warrants or other property pro rata to the record holders of our common stock (" Purchase Rights "), then each investor will also b

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