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2026-02-27
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UNITED
STATES
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): February 27, 2026 (February 25, 2026)
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. ☐
Item
3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard
On
February 25, 2026, Ensysce Biosciences Inc. (the “Company”) received a notice (the “Deficiency Letter”) from
the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance
with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company’s common stock had closed below $1.00 per share for the
previous 30 consecutive business days. Nasdaq requires that Ensysce common stock have a minimum bid price of at least $1 per share (the
“Minimum Bid Price”).
In
accordance with Nasdaq listing rule 5810(c)(3)(A), the Company has 180 calendar days, or until August 24, 2026, to regain compliance.
The Deficiency Letter states that to regain compliance, the bid price for the Company’s common stock must close at the Minimum
Bid Price for a minimum of ten consecutive business days during the compliance period ending August 24, 2026. The Deficiency Letter states
that the Nasdaq staff may require a longer period for compliance with the Minimum Bid Price in some circumstances, but generally not
more than 20 consecutive business days.
With
respect to the Minimum Bid Price, if the Company does not regain compliance by August 24, 2026, the Deficiency Letter states that the
Company may be granted additional time by Nasdaq staff if the Company satisfies all other initial listing standards and continuing listing
standards and provides written notice of its intention to cure the deficiency during a second compliance period of up to 180 days. If
Nasdaq staff determines that the Company will not be able to cure the deficiency or is otherwise ineligible, Nasdaq staff will provide
written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination
to a Nasdaq hearings panel. There can be no assurance that additional time will be granted or that an appeal would be successful. Also,
there can be no assurance that any steps the Company takes to regain compliance will not negatively impact the market value of our common
stock.
The
Company intends to actively monitor the closing bid price for the Company’s common stock between now and August 24, 2026 and may,
if appropriate, evaluate available options to resolve the deficiency and regain compliance with the Minimum Bid Price requirement.
The
Deficiency Letter has no immediate effect on the listing of the Company’s common stock, and the Company’s common stock continues
to trade on the Nasdaq Capital Market under the symbol “ENSC.”
While
the Company is exercising diligent efforts to maintain the listing of its common stock on Nasdaq, there can be no assurance that the
Company will be able to regain or maintain compliance with all of Nasdaq’s listing requirements and standards. If we do not meet
those obligations, Nasdaq could delist our common stock. If delisting occurs, it could be more difficult to buy or sell our securities
and to obtain accurate quotations, and the price of our common stock could suffer a material decline. In addition, a delisting would
impair our ability to raise capital through the public markets, could deter broker-dealers from making a market in or otherwise seeking
or generating interest in our securities and might deter certain institutions and persons from investing in our securities. Any of these
could negatively impact our financial condition or our ability to operate our business and maintain adequate capital.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
February 27, 2026
| |
Ensysce
Biosciences, Inc. |
| |
|
|
| |
By: |
/s/
Lynn Kirkpatrick |
| |
Name:
|
Dr.
Lynn Kirkpatrick |
| |
Title: |
President
and Chief Executive Officer |
