Ensysce Biosciences Inc SEC Filings

Ensysce Biosciences, Inc. entered into a Securities Purchase Agreement with an institutional investor to raise capital through a registered direct offering and concurrent private placement of Series B Preferred Stock and warrants. In the registered direct offering, the company sold 1,513 shares of Series B Preferred Stock, convertible into up to 665,922 shares of common stock, for gross proceeds of about $1.7 million. In the private placement, it agreed to sell 2,487 additional preferred shares, convertible into 1,094,078 common shares, plus warrants to purchase up to 880,000 common shares at $2.50 per share. Net proceeds from the combined offerings are estimated at about $3.6 million, to be used for general corporate purposes including development of the TAAP and MPAR® programs and working capital. The preferred stock has a stated value of $1,100 per share and pays a 4% annual dividend, increasing to 8% upon certain events, and the transactions are subject to an exchange cap of 19.99% absent stockholder approval and warrant beneficial ownership limits of 4.99% or 9.99%.

Ensysce Biosciences (ENSC) reported a Q3 2025 update via Form 8-K. The company furnished a press release announcing financial results for the fiscal quarter ended September 30, 2025, included as Exhibit 99.1.

The information under Item 2.02, including Exhibit 99.1, is furnished and not deemed “filed” under the Exchange Act, nor incorporated by reference except as expressly stated in future filings. The 8-K includes customary forward-looking statement cautions. The filing lists Exhibit 99.1 (press release) and Exhibit 104 (Cover Page Inline XBRL).

Ensysce Biosciences (ENSC) launched a registered direct offering of 1,513 shares of Series B Preferred Stock and up to 665,922 shares of common stock issuable upon conversion. The preferred shares are priced at $1,000 each, carry a stated value of $1,100, and are convertible at $2.50 per share, subject to adjustment. Ensysce expects net proceeds of approximately $1.5 million, earmarked for general corporate purposes, including continued clinical development and working capital.

A 19.99% Exchange Cap limits the total Underlying Shares and Warrant Shares issuable to the purchaser until stockholder approval. In a concurrent private placement (not registered here), the company agreed to sell an additional 2,487 preferred shares (convertible into 1,094,078 common shares, subject to adjustment) and warrants for up to 880,000 shares at an exercise price of $2.50, exercisable only after stockholder approval, with a five-year term from that approval date. Shares outstanding were 3,541,262 as of November 12, 2025; the company estimates 4,207,184 would be outstanding after full conversion of the registered preferred shares.

Ensysce Biosciences is a clinical-stage biotech focused on TAAP and MPAR technologies; PF614 is in Phase 3 and PF614-MPAR is in Phase 1b. The company reported $2.21 million in cash at June 30, 2025 (from $3.50M), total assets of $5.57 million and total liabilities of $2.51 million. For the six months ended June 30, 2025 the net loss was $3.68 million versus $5.08M a year earlier; federal grant revenue was $2.69 million year-to-date and remaining NIH MPAR grant funding was disclosed as $9.4 million as of June 30, 2025. Management discloses substantial doubt about the company’s ability to continue as a going concern and states current cash is sufficient into the third quarter of 2025. Recent financing actions generated gross proceeds of approximately $2.2M from an April 2025 warrant inducement and approximately $1.1M from a March 2025 registered direct offering, with an additional $1.1M raised from warrant exercises after June 30, 2025. The company carries ~3.42M warrants outstanding and has open purchase commitments of about $8.3M.

Ensysce Biosciences reported that it furnished a press release announcing its financial results for the fiscal quarter ended June 30, 2025. The press release is included as Exhibit 99.1 and the filing also references the company's Inline XBRL cover page. The disclosure clarifies that the press release and related information are furnished, not "filed," and therefore are not incorporated by reference into other securities filings. The report contains a standard forward-looking statements caution describing assumptions, risks, and uncertainties that could cause actual results to differ from expectations. The filing confirms the company's common stock trades under the symbol ENSC on the Nasdaq exchange.

Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, reported beneficial ownership of 74,711 shares of Ensysce Biosciences common stock, representing 3.15% of the company's outstanding shares based on 2,370,698 shares reported in the companys quarterly report. The position is held through Adage entities for which Adage acts as investment manager, and the filing shows shared voting and shared dispositive power over the reported shares rather than sole control.

The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. Because the disclosed stake is below 5%, the filing classifies the ownership as a non-control disclosure under Schedule 13G/A.