Welcome to our dedicated page for Ensysce Biosciences SEC filings (Ticker: ENSC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Ensysce Biosciences, Inc. filings document the formal disclosures of a clinical-stage pharmaceutical issuer developing abuse-resistant and overdose-protection opioid technologies. Recent 8-K reports cover financial results, material financing agreements, registered direct and private-placement securities transactions, and amendments or corrections tied to Series B preferred stock, common-stock issuance and warrants.
The company’s regulatory record also includes Nasdaq listing-compliance notices, annual-meeting voting results, incentive-plan amendments, auditor ratification, director elections, board resignations, committee roles and retention-related compensation arrangements. These filings describe Ensysce’s capital structure, governance, public-company compliance obligations and risk-related corporate events while its TAAP™ and MPAR® platforms remain the core operating focus.
Ensysce Biosciences, Inc. (ENSC) reports several Nasdaq listing developments. Nasdaq has determined that Ensysce currently complies with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million stockholders’ equity, but warned that the company will be subject to delisting if its next periodic SEC report does not also show compliance. Separately, Ensysce remains out of compliance with the $1.00 per share Minimum Price Listing Requirement under Nasdaq Listing Rule 5550(a)(2); Nasdaq has granted an additional 180 days, until February 22, 2027, to regain compliance. Ensysce also notes that its August 5, 2026 acquisition of Cy Biopharma, Inc. constitutes a Change of Control under Nasdaq Listing Rule 5110(a), so the post-transaction company must meet Nasdaq’s initial listing criteria and complete the initial listing process before shareholders can approve conversion of preferred stock issued in the Cy transaction, or its securities may face trading suspension.
Ensysce Biosciences, Inc. (ENSC) reports that, under a Securities Purchase Agreement related to its acquisition of Cy Biopharma, Inc., it agreed to issue and sell an aggregate of 120,260 shares of Series C Preferred Stock for an aggregate purchase price of approximately $43 million in two tranches. At the Initial Closing on August 7, 2026, the company raised more than $21 million in gross proceeds. A clinical trial milestone required for the second tranche has not yet been achieved. Ensysce believes that, as of this report, it has at least $2.5 million in stockholders’ equity and therefore satisfies Nasdaq Listing Rule 5550(b)(1) for continued listing, and that it has at least $5 million in stockholders’ equity and meets the remaining criteria of Nasdaq Listing Rule 5810(c)(3)(A), making it eligible for a second 180‑day grace period to regain compliance with the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(1). The company has requested this second grace period and is awaiting Nasdaq’s confirmation on equity rule compliance and the grace period request.
Ensysce Biosciences, Inc. (ENSC) filed a Form D notice for a Rule 506(b) exempt offering of equity securities totaling $77,200,000, all of which has been sold. Of this amount, $38.6 million is subject to certain contingencies. The offering includes equity and securities issuable upon exercise of options, warrants or similar rights, with the first sale occurring on August 5, 2026. UBS Securities LLC and Cantor Fitzgerald & Co. are listed under sales compensation, and finders' fees of $200,000 are disclosed. Ensysce, a Delaware biotechnology company based in La Jolla, California, declined to disclose its revenue or asset size range.
Ensysce Biosciences, Inc. (ENSC) had an ownership update from its chairman, Bob Gene Gower, who now reports beneficial ownership of 1,206,576 shares of common stock, representing 6.1% of the company’s outstanding shares as of August 12, 2026.
The position includes common shares, options and warrants, and reflects two 2026 transactions: on April 23, $246,169 of senior secured convertible notes (principal and interest) were converted into 508,614 shares plus a warrant for 254,307 shares at an exercise price of $0.484; on August 7, he used $198,000 of personal funds to buy 400,000 shares at $0.495 per share, pushing his stake above 5%.
Gower acquired the securities in connection with his role as director and for investment purposes and may trade ENSC shares subject to the company’s insider trading policy. He is party to a Support Agreement tied to a merger, obligating him to vote his shares in favor of specified stockholder proposals, including those related to preferred stock conversion, potential charter amendments and a possible reverse stock split.
Ensysce Biosciences director Bob G. Gower reported net share acquisitions in Ensysce Biosciences, Inc. On 7 August 2026 he purchased 400,000 shares of common stock at $0.495 per share. On 23 April 2026 he purchased 508,614 shares at $0.484 per share and reported a conversion of senior convertible promissory notes into 254,307 common shares and a warrant for 254,307 shares at a conversion price of $0.484 per share. A footnote states the notes had an aggregate principal of $216,000, with outstanding principal plus accrued interest of $246,169 in April 2026, and that reported beneficial ownership reflects two reverse stock splits.
Ensysce Biosciences, Inc. reported a larger net loss for the six months ended June 30, 2026 as it continues late-stage development of abuse- and overdose‑resistant opioid therapies. Federal grant revenue was $2.13 million, down from $2.69 million a year earlier, while research and development expenses rose to $5.82 million and general and administrative expenses were $2.45 million.
The company recorded a six‑month net loss of $6.13 million and ended June with cash and cash equivalents of only $0.68 million and a stockholders’ deficit of $1.11 million. Management states there is substantial doubt about Ensysce’s ability to continue as a going concern and estimates existing cash will fund operations only through late third quarter 2026, absent new capital.
To date, operations have been financed through grants and equity-linked transactions, including Series B preferred stock financings and multiple warrant offerings and inducements. After quarter‑end Ensysce agreed to acquire Cy Biopharma, Inc. and secured a concurrent private placement for approximately $21.5 million, with the potential for an additional $38.6 million upon achieving specified clinical milestones.
Ensysce Biosciences, Inc. completed the acquisition of Cy Biopharma, Inc. on August 6, 2026 through a stock-for-stock merger, adding CY200, an Orphan Drug-designated neuroplastogenic candidate for Complex Regional Pain Syndrome Type 1 as its lead pipeline asset. The transaction, together with concurrent private placements, provides up to $77 million in new funding, including $38.6 million in initial private placement financing and a second tranche of up to $38.6 million tied to clinical milestones, and brought in $17.1 million in cash from Cy Biopharma’s pre-acquisition convertible note financing.
Management states this extends cash runway into late 2027, with the potential second tranche carrying the company into 2028. Following quarter-end, the acquisition and related financings added approximately $31 million of cash net of transaction expenses. Separately, Ensysce is advancing PF614 and PF614-MPAR, supported by a completed $15.1 million NIDA grant, with $5.3 million remaining available as of June 30, 2026.
For the quarter ended June 30, 2026, Ensysce reported federal grant revenue of $1.16 million, research and development expenses of $2.47 million, general and administrative expenses of $1.27 million, and a net loss attributable to common stockholders of $2.57 million (basic and diluted loss per share $0.20). Cash and cash equivalents were $0.68 million at June 30, 2026, with a stockholders’ equity deficit of $1.11 million.
Ensysce Biosciences, Inc. director and President James William Morrison reported an indirect holding of Series C Non-Voting Convertible Preferred Stock through Belgarion Ventures Ltd. These 154,821 preferred shares are convertible into 154,821,000 shares of common stock, subject to stockholder approval, Nasdaq rules, and a 4.9%–19.9% beneficial ownership limitation. Belgarion received the preferred shares in exchange for 6,500,000 Cy Biopharma, Inc. common shares in connection with Ensysce’s merger with Cy. Morrison may be deemed to control Belgarion but disclaims beneficial ownership except to the extent of his pecuniary interest.
Ensysce Biosciences filed an amended current report that adds a Certificate of Correction for its Series C non-voting convertible preferred stock, files a corrected press release on its Cy Biopharma acquisition and related financing, and corrects a disclosed fee to Tungsten Partners LLC from $100,000 to $200,000.
The company has completed a stock-for-stock merger acquiring Cy Biopharma, issuing 282,122 shares of Series C Preferred Stock (282,122,000 common shares on an as-converted basis), and arranged a two-tranche private placement of 120,260 Series C Preferred shares for approximately $43 million in gross proceeds, as part of a broader financing of up to $77 million to advance CY200, an FDA Orphan Drug Designation therapy for Complex Regional Pain Syndrome, through Phase 2 proof-of-concept and into registrational development.
Ensysce Biosciences, Inc. completed the stock-for-stock acquisition of Cy Biopharma, Inc., adding a clinical-stage neuroplastogenic therapy for Complex Regional Pain Syndrome with U.S. FDA Orphan Drug Designation. Cy equityholders received 282,122 shares of Series C non-voting convertible preferred stock, each automatically convertible into 1,000 common shares following stockholder approval and subject to beneficial-ownership caps.
Concurrently, Ensysce entered into a private placement for 120,260 Series C preferred shares for approximately $43 million in gross proceeds over two tranches, alongside Cy’s existing cash, to support development of lead candidate CY-200 through Phase 2 proof-of-concept and into preparations for registrational work. After stockholder approval and on a fully diluted basis excluding the milestone tranche, ownership is expected to be about 73.86% for former Cy holders, 7.57% for existing Ensysce holders and 17.49% for new investors, implying a combined equity value of $101.4 million.
Through an Omnibus Amendment and Termination Agreement with 3i, LP, Ensysce is converting all Series B preferred stock into 3,229,276 common shares, exchanging 3i’s warrants for 7,182.517 Series C preferred shares, paying $250,000 in cash and imposing a 4.99–9.99% beneficial-ownership limit, while eliminating the Series B designation. James Morrison, Cy’s founder and CEO, becomes Ensysce’s President and a director, and is expected to assume the CEO role after stockholder approval of the conversion proposals.