Ensysce Seeks Shareholder Nod for $3.6M Capital Raise, Incentive Plan Boost

TL;DR

**ENSCW is raising capital and expanding its incentive plan, signaling a push for growth but also potential dilution; vote FOR the proposals to support development and Nasdaq compliance.**

AI Summary

Ensysce Biosciences, Inc. (ENSCW) is seeking stockholder approval for several key proposals at its Annual Meeting on December 23, 2025. The company recently completed a Registered Direct Offering and a concurrent Private Placement on November 14, 2025, raising approximately $1.7 million in gross proceeds from the Registered Direct Offering. In the Registered Direct Offering, Ensysce issued 1,513 shares of Series B Preferred Stock and up to 665,922 shares of Common Stock upon conversion. The Private Placement involved the issuance of 2,487 unregistered shares of Preferred Stock convertible into 1,094,078 shares of Common Stock and 880,000 warrants with an exercise price of $2.50. The total net proceeds from both offerings are estimated at $3.6 million, earmarked for general corporate purposes, including the continued development of its TAAP and MPAR programs and working capital. Stockholder approval is required for the full issuance of shares and warrant exercises to comply with Nasdaq Listing Rule 5635(d) and to increase the 2021 Omnibus Incentive Plan share count from 121,457 to 721,457 shares.

Why It Matters

This DEF 14A filing is crucial for ENSCW investors as it outlines the company's recent capital infusion and future equity plans, directly impacting share dilution and potential for growth. The $3.6 million in net proceeds from the offerings provides essential working capital for the development of its TAAP and MPAR programs, which are critical for its competitive position in the biosciences sector. Approval of the increased share pool for the 2021 Omnibus Incentive Plan is vital for attracting and retaining talent, a key factor in a competitive industry. Failure to approve Proposal 1 could jeopardize compliance with Nasdaq listing rules, potentially impacting the company's market standing and investor confidence.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant potential for dilution from the issuance of up to 665,922 shares of Common Stock from Preferred Stock conversion in the Registered Direct Offering and 1,094,078 shares from Preferred Stock conversion plus 880,000 warrants in the Private Placement. Additionally, the proposed increase of the 2021 Omnibus Incentive Plan by 600,000 shares, from 121,457 to 721,457 shares, represents a substantial increase in potential future dilution for existing shareholders.

Analyst Insight

Investors should carefully review the potential for dilution from the proposed share issuances and warrant exercises, as well as the expanded incentive plan. Vote 'FOR' Proposal 1 and Proposal 2 if you believe the capital raise and incentive plan are necessary for the company's long-term development and Nasdaq compliance, outweighing the immediate dilution concerns.

Key Numbers

• $1.7M — Gross proceeds from Registered Direct Offering (Capital raised from the sale of Preferred Stock and Common Stock)
• 1,513 — Shares of Series B Preferred Stock (Issued in the Registered Direct Offering)
• 665,922 — Shares of Common Stock (Issuable upon conversion of Preferred Stock in Registered Direct Offering)
• 2,487 — Unregistered shares of Preferred Stock (Issued in the concurrent Private Placement)
• 1,094,078 — Shares of Common Stock (Issuable upon conversion of Preferred Stock in Private Placement)
• 880,000 — Warrants to purchase Common Stock (Issued in the Private Placement with an exercise price of $2.50)
• $2.50 — Warrant exercise price (Per share exercise price for warrants issued in Private Placement)
• $3.6M — Estimated net proceeds from Offerings (Intended for general corporate purposes, TAAP/MPAR programs, and working capital)
• 721,457 — Total shares for 2021 Omnibus Incentive Plan (Proposed increase from 121,457 shares, representing a 600,000 share increase)
• 19.99% — Exchange Cap (Maximum percentage of outstanding Common Stock that can be issued without stockholder approval under Nasdaq rules)

Key Players & Entities

• Ensysce Biosciences, Inc. (company) — Registrant and issuer of securities
• Nasdaq Listing Rule 5635(d) (regulator) — Rule requiring stockholder approval for certain equity issuances
• Baker Tilly US, LLP (company) — Independent registered public accounting firm for fiscal year 2025
• Dr. Lynn Kirkpatrick (person) — President and Chief Executive Officer of Ensysce Biosciences, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for filing Form S-3 and Form 8-K
• Alliance Advisors, LLC (company) — Proxy solicitor for the Annual Meeting
• Continental Stock Transfer & Trust Company (company) — Administrator for virtual annual meeting platform
• ENSCW (company) — Ticker symbol for Ensysce Biosciences, Inc.

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [medium — regulatory]: The company is seeking stockholder approval to issue shares and warrants, which is necessary to comply with Nasdaq Listing Rule 5635(d). Failure to obtain approval could lead to non-compliance with listing requirements.
• Reliance on Future Capital Raises [high — financial]: The company recently raised approximately $3.6 million in net proceeds from a Registered Direct Offering and Private Placement. This indicates a reliance on external financing for its operations and development programs, such as TAAP and MPAR.
• Development of TAAP and MPAR Programs [high — operational]: The company's general corporate purposes include continued development of its TAAP and MPAR programs. The success and timeline of these programs are critical for future revenue generation and market position.
• Dilution from Share Issuances [medium — financial]: The proposed increase in the 2021 Omnibus Incentive Plan shares from 121,457 to 721,457, along with shares issued in recent offerings, will likely result in significant dilution for existing common stockholders.

Industry Context

Ensysce Biosciences operates in the biotechnology sector, focusing on the development of novel drug delivery platforms. The industry is characterized by high R&D costs, long development cycles, and significant regulatory hurdles. Success hinges on clinical trial outcomes and the ability to secure funding for ongoing research and development.

Regulatory Implications

The company must obtain stockholder approval to comply with Nasdaq Listing Rule 5635(d) regarding the issuance of shares and warrants. Failure to do so could jeopardize its listing on the Nasdaq stock exchange. Additionally, the development and approval of its TAAP and MPAR programs are subject to stringent FDA regulations.

What Investors Should Do

1. Vote FOR Proposal 1
2. Vote FOR Proposal 2
3. Vote FOR Proposal 3
4. Vote FOR Proposal 4
5. Vote PROMPTLY

Key Dates

• 2025-11-14: Completion of Registered Direct Offering and Private Placement — Raised approximately $3.6 million in net proceeds to fund general corporate purposes, including program development and working capital.
• 2025-10-29: Record Date for Annual Meeting — Establishes the list of stockholders entitled to vote at the Annual Meeting.
• 2025-12-01: Date of Proxy Statement — Provides detailed information to stockholders regarding the proposals to be voted on at the Annual Meeting.
• 2025-12-23: Annual Meeting of Stockholders — Stockholders will vote on key proposals, including Nasdaq compliance, incentive plan amendments, director elections, and auditor ratification.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for Ensysce Biosciences, Inc.'s annual meeting.)

Registered Direct Offering

A type of offering where a company sells securities directly to a select group of investors, often with immediate closing. (Ensysce Biosciences recently completed one of these offerings, raising capital.)

Private Placement

The sale of securities to a limited number of accredited investors, typically exempt from SEC registration requirements. (Ensysce Biosciences conducted a concurrent private placement alongside its registered direct offering.)

Series B Preferred Stock

A class of preferred stock with specific rights and preferences, issued by Ensysce Biosciences in its recent offering. (A component of the capital raised by Ensysce Biosciences.)

Omnibus Incentive Plan

A company plan that allows for the granting of various types of equity-based compensation, such as stock options or restricted stock, to employees and directors. (Ensysce Biosciences is seeking to increase the number of shares available under its 2021 Omnibus Incentive Plan.)

Nasdaq Listing Rule 5635(d)

A rule set by Nasdaq that requires stockholder approval for certain issuances of securities, particularly when the issuance exceeds 20% of the outstanding common stock or involves a change of control. (Ensysce Biosciences needs stockholder approval to comply with this rule for its recent share and warrant issuances.)

TAAP and MPAR programs

Specific development programs of Ensysce Biosciences, Inc. mentioned as recipients of the raised capital. (These are key areas of focus for the company's future development and growth.)

Street Name

When shares of stock are held by a broker or other nominee on behalf of the beneficial owner, rather than directly in the owner's name. (Affects how stockholders holding shares in 'street name' can vote their shares.)

Year-Over-Year Comparison

This DEF 14A filing indicates a significant recent capital raise of approximately $3.6 million through a Registered Direct Offering and Private Placement, which was not a primary focus of prior filings. The company is also seeking approval for a substantial increase in its Omnibus Incentive Plan shares, from 121,457 to 721,457, suggesting a strategy to incentivize and retain talent. The primary focus of this filing is on obtaining stockholder approval for actions necessary to maintain Nasdaq compliance and support ongoing development programs.

Key Financial Figures

• $0.0001 — eferred Stock of the Company, par value $0.0001 per share (the " Preferred Stock "), as
• $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 — rchase price of the Preferred Stock was $1,000 with a stated value of $1,100, and the
• $1,100 — Stock was $1,000 with a stated value of $1,100, 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,
• $2.50 — older at an exercise price per share of $2.50. As of November 14, 2025, we had 3,541,

Filing Documents

• formdef14a.htm (DEF 14A) — 819KB
• formpre14a_001.jpg (GRAPHIC) — 4KB
• formpre14a_002.jpg (GRAPHIC) — 4KB
• formpre14a_003.jpg (GRAPHIC) — 42KB
• formpre14a_004.jpg (GRAPHIC) — 44KB
• 0001493152-25-025696.txt ( ) — 1593KB
• ensc-20241231.xsd (EX-101.SCH) — 5KB
• ensc-20241231_def.xml (EX-101.DEF) — 9KB
• ensc-20241231_lab.xml (EX-101.LAB) — 61KB
• ensc-20241231_pre.xml (EX-101.PRE) — 43KB
• formdef14a_htm.xml (XML) — 83KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Ensysce Biosciences, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 7946 Ivanhoe Avenue, Suite 201, La Jolla, California 92037 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On December 23, 2025 To Our Stockholders: Notice is hereby given that an Annual Meeting of stockholders (the "Annual Meeting") of Ensysce Biosciences, Inc., a Delaware corporation (the "Company" or "Ensysce"), will be held virtually at https://www.cstproxy.com/ensysce/2025 on December 23, 2025, at 9:00 a.m. (Pacific time), for the following purposes (which are more fully described in the proxy statement, which is attached and made a part of this Notice): 1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock and exercise of warrants for common stock issued by the Company to an investor ("Proposal 1"); 2. To approve the amendment of the Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan to increase the aggregate number of shares of the Company's common stock that may be issued under the plan from 121,457 shares to 721,457 shares ("Proposal Two"); 3. To elect the two Class I directors named in our Proxy Statement (collectively, the "Director Nominees") to hold office until the annual meeting of stockholders for the calendar year ended December 31, 2028 (the "2028 Annual Meeting") and until their respective successors have been duly elected and qualified ("Proposal 3"); 4. To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 ("Proposal 4") 5. To consider and vote upon the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of any or all the other proposals set forth in this Proxy Statement (the "Additional Solicitation Proposal"); and 6. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. Pursuant to the Amended and Restated Bylaws of the Company, no business is proper for consideration, or may be acted upon, at the Annual Meeting, except as set forth in this Notice of Annual Meeting of Stockholders. The Board of Directors recommends that stockholders vote "FOR" each of Proposal 1, Proposal 2, Proposal 3, Proposal 4 and the Additional Solicitation Proposal. The Board of Directors' reasons for seeking approval of each of the proposals are set forth in the attached Proxy Statement. Stockholders of record at the close of business on October 29, 2025 (the "Record Date") are entitled to notice of, and to, virtually, attend and to vote at, the Annual Meeting and any postponement or adjournment thereof. The Annual Meeting will be a virtual meeting. Please see " Questions and Answers about the Annual Meeting and Voting — 10. How do I attend the Annual Meeting? " for more information. All stockholders are cordially invited to attend the Annual Meeting online by visiting https://www.cstproxy.com/ensysce/2025 . Stockholders of record as of the Record Date may also cast their votes virtually at the Annual Meeting by submitting a ballot via the live webcast. Please note that if your shares are held in the name of a bank, broker, or other nominee, and you wish to vote at the Annual Meeting, you must instruct your bank, broker or other nominee how to vote your shares or you may cast your vote virtually at the Annual Meeting by obtaining a proxy from your bank, broker or other nominee. Whether or not you plan to attend the Annual Meeting, you are encouraged to read the Proxy Statement and then cast your vote as promptly as possible in accordance with the instructions contained in the Proxy Statement. Even if you have given your proxy, you may still vote online if you follow the instructions contained in the Proxy Statement. By Order of the Board of Directors of Ensysce Biosciences, Inc. Sincerely, /s/ Dr. Lynn Kirkpatrick Dr. Lynn Kirkpatrick President and Chief Executive Officer La Jolla, California December 1, 2025 Your vote is important, whether you expect to attend the Annual Meeting of Stockholders. You are urged to vote either

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View this DEF 14A filing on SEC EDGAR