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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):
August 13, 2025 (August 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. ☐
Item
2.02. Results of Operations and Financial Condition.
On
August 13, 2025, Ensysce Biosciences, Inc. (the “Company”) issued a press release announcing its financial results for the
fiscal quarter ended June 30, 2025. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor will they be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as will be expressly set forth by specific reference in such a filing.
Forward-Looking
Statements
This
report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements may be made directly in this report. Some of the forward-looking
statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate,”
“expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,”
“targets,” “projects,” “should,” “could,” “would,” “may,” “will,”
“forecast” and other similar expressions are intended to identify forward-looking statements. All forward-looking statements
are based upon management estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company as of
the date of this report, and may include, without limitation, changes in general economic and political conditions, all of which are
accordingly subject to change. Any such estimates, assumptions, expectations, forecasts, views or opinions set forth in this report constitute
the Company’s judgments and should be regarded as indicative, preliminary and for illustrative purposes only. The forward-looking
statements and projections contained in this report are subject to a number of factors, risks and uncertainties, some of which are not
currently known to the Company, that may cause the Company’s actual results, performance or financial condition to be materially
different from the expectations of future results, performance of financial condition. Although such forward-looking statements have
been made in good faith and are based on assumptions that the Company believes to be reasonable, there is no assurance that the expected
results will be achieved. The Company’s actual results may differ materially from the results discussed in forward-looking statements.
Additional information on factors that may cause actual results and the Company’s performance to differ materially is included
in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Copies of such filings with the SEC
are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting the Company. Readers are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements
are made only as of the date hereof, and the Company does not undertake any obligations to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated August 13, 2025 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Dated: |
August
13, 2025 |
Ensysce
Biosciences, Inc. |
| |
|
|
|
| |
|
By: |
/s/
Lynn Kirkpatrick |
| |
|
Name: |
Dr.
Lynn Kirkpatrick |
| |
|
Title: |
President
and Chief Executive Officer |
| |
|
|
(Principal
Executive Officer) |
