Ensysce (NASDAQ: ENSC) faces Nasdaq review after Cy Biopharma deal
Rhea-AI Filing Summary
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.
Positive
- Nasdaq determined Ensysce currently complies with the $2.5 million stockholders’ equity requirement under Listing Rule 5550(b)(1), reducing near-term risk related to that specific standard.
Negative
- Ensysce risks Nasdaq delisting if its next periodic report does not evidence continued compliance with Listing Rule 5550(b)(1).
- The company remains below the $1.00 per share Minimum Price Listing Requirement and has only until February 22, 2027 to regain compliance.
- Nasdaq deemed the Cy Biopharma acquisition a Change of Control, requiring the post-transaction company to satisfy full initial listing criteria or face possible trading suspension.
8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Stockholders’ equity requirement: $2.5 million
Minimum Price Listing Requirement: $1.00 per share
Initial Nasdaq non-compliance notice date (equity): May 21, 2026
+5 more
8 metrics
Stockholders’ equity requirement
$2.5 million
Threshold under Nasdaq Listing Rule 5550(b)(1) as of March 31, 2026
Minimum Price Listing Requirement
$1.00 per share
Bid price threshold under Nasdaq Listing Rule 5550(a)(2)
Initial Nasdaq non-compliance notice date (equity)
May 21, 2026
Date Nasdaq notified Ensysce of non-compliance with Rule 5550(b)(1)
Plan submission deadline
July 6, 2026
45-day deadline to submit compliance plan after May 21, 2026 notice
Extension period for equity compliance
180 days from May 21, 2026
Potential maximum extension to regain compliance with Rule 5550(b)(1)
Minimum bid price initial deadline
August 24, 2026
Original 180-day deadline to regain compliance with Rule 5550(a)(2)
Extended minimum bid price deadline
February 22, 2027
Additional 180 calendar days granted by Nasdaq on August 25, 2026
Cy Biopharma acquisition date
August 5, 2026
Date Ensysce acquired Cy Biopharma, Inc.
Key Terms
Nasdaq Listing Rule 5550(b)(1), Nasdaq Listing Rule 5550(a)(2), Minimum Price Listing Requirement, Change of Control, +1 more
5 terms
Nasdaq Listing Rule 5550(b)(1) regulatory
"non-compliance with the $2.5 million stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1)"
Nasdaq Listing Rule 5550(a)(2) regulatory
"not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price"
Minimum Price Listing Requirement regulatory
"had closed below $1.00 per share for the previous 30 consecutive business days"
Change of Control regulatory
"the proposed transaction with Cy will result in a Change of Control under Nasdaq Listing Rule 5110(a)"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
initial listing application regulatory
"The Company intends to submit timely an initial listing application."
An initial listing application is a company’s formal request to a stock exchange to have its shares offered publicly for the first time. Investors care because the application starts a review of the company’s finances, governance and disclosures—like a store deciding whether to carry a new product—so approval affects when shares become tradable, how much scrutiny the company faces, and the potential liquidity and price discovery for investors.
FAQ
What Nasdaq equity listing issue did Ensysce Biosciences (ENSC) resolve?
Nasdaq notified Ensysce that it now complies with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million stockholders’ equity. However, Nasdaq stated Ensysce is subject to delisting if it does not evidence continued compliance in its next periodic SEC report.
What is the current status of Ensysce Biosciences (ENSC) Nasdaq minimum bid price compliance?
Ensysce is not in compliance with Nasdaq Listing Rule 5550(a)(2) because its common stock closed below $1.00 per share for 30 consecutive business days. Nasdaq granted an additional 180 days, until February 22, 2027, to regain compliance.
How long does Ensysce Biosciences (ENSC) have to restore its Nasdaq minimum bid price?
Nasdaq extended Ensysce’s deadline to meet the $1.00 per share Minimum Price Listing Requirement by 180 calendar days, giving the company until February 22, 2027 to regain compliance with Listing Rule 5550(a)(2).
How does the Cy Biopharma acquisition affect Ensysce Biosciences’ (ENSC) Nasdaq listing?
Nasdaq notified Ensysce that the Cy Biopharma transaction constitutes a Change of Control under Listing Rule 5110(a). The post-transaction company must meet Nasdaq’s initial listing criteria and complete the initial listing process, or its securities could face trading suspension.
What must Ensysce Biosciences (ENSC) do regarding Nasdaq after the Cy Biopharma transaction?
Ensysce plans to submit a timely initial listing application to Nasdaq. Nasdaq requires the post-transaction company to satisfy initial listing criteria before shareholders can approve conversion of preferred stock issued in the Cy Biopharma transaction.
What could trigger a trading suspension of Ensysce Biosciences (ENSC) securities on Nasdaq?
Failure to meet Nasdaq listing requirements after the Change of Control associated with the Cy Biopharma transaction, or failure to regain and evidence compliance with equity and $1.00 per share bid price standards, could subject Ensysce’s securities to trading suspension.
AI-generated analysis. How Rhea-AI works. Not financial advice.
