Ensysce Biosciences (NASDAQ: ENSC) director quits after opposing retention deals

Rhea-AI Filing Summary

Ensysce Biosciences announced that board member Lee Rauch resigned from the Board of Directors effective March 24, 2026. She previously served on the Audit and Compensation Committees and chaired the Nominating and Corporate Governance Committee. Rauch’s resignation follows her disagreement with new retention and severance arrangements for certain managers and the Chief Financial Officer.

The company is considering strategic alternatives and approved three‑month severance packages for three managers and extended CFO Mr. Humphrey’s retention package from six to nine months. These protections apply if they are not retained in a strategic transaction or for one year afterward and provide releases of claims and reaffirmed restrictive covenants. The total estimated cost of these measures is about $205,475. Rauch voted against the packages and had expressed other disagreements with board actions before resigning.

Positive

• None.

Negative

• Key director resignation amid disagreements – Board member Lee Rauch, who served on major committees, resigned after opposing retention and severance packages adopted during a strategic alternatives process, signaling notable internal governance disagreement.

Insights

Corporate governance analyst

Director resignation highlights board tensions during strategic review.

Ensysce Biosciences is exploring strategic alternatives while putting in place short-term severance and retention protections for three managers and its CFO, costing about $205,475. These arrangements are intended to keep key personnel in place through any potential transaction.

Board member Lee Rauch opposed these packages and ultimately resigned on March 24, 2026, despite holding roles on the Audit and Compensation Committees and chairing Nominating and Corporate Governance. Her stated disagreements suggest differing views within the board on how to handle leadership incentives during a possible deal process.

The Board of Directors nevertheless approved the packages on March 27, 2026. Future company disclosures may clarify whether the strategic alternatives process results in a transaction and whether further board or management changes occur.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): March 27, 2026 (March 24, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 24, 2026, Ensysce Biosciences Inc. (the “Company”) received a resignation notice, dated and effective March 24, 2026, of Lee Rauch, a member of our Board of Directors. The text of the resignation notice is attached to this Form 8-K as Exhibit 17. Until her resignation, Ms. Rauch served as a member of the Audit Committee and Compensation Committee and as the chairperson of the Nominating and Corporate Governance Committee, all committees of the Board of Directors.

As previously disclosed, the Company is considering strategic alternatives for its business. In furtherance of this objective, to retain three managers and its Chief Financial Officer, through this period, which the Company believes is necessary to maintaining its enterprise value, the Compensation Committee determined to recommend to the Board of Directors to put into place three-month severance packages for these managers and increase Mr. Humphrey’s (CFO) existing retention package from 6 months to 9 months. The packages only apply to the extent that in a strategic deal these parties are not retained as employees in such transaction or for a period of one year following, agree to a full release of claims against the Company which may be legally released by such party and re-confirm their restrictive covenants following termination. The total cost of these measures is approximately $205,475. Ms. Rauch disagreed with the packages and voted against them on March 23, 2026. Ms. Rauch had previously expressed other disagreements with actions considered by the Board of Directors. The Board of Directors approved the packages on March 27, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
17		Resignation dated March 24, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: March 27, 2026

	Ensysce Biosciences, Inc.
	By:	/s/ Lynn Kirkpatrick
	Name:	Dr. Lynn Kirkpatrick
	Title:	President and Chief Executive Officer

3

FAQ

Why did Ensysce Biosciences (ENSC) director Lee Rauch resign?

Lee Rauch resigned effective March 24, 2026, after opposing new severance and retention packages for three managers and the CFO. She had also previously expressed disagreements with other actions considered by the Board of Directors, and she voted against the packages on March 23, 2026.

What retention and severance packages did Ensysce Biosciences (ENSC) approve?

The Board approved three‑month severance packages for three managers and extended CFO Mr. Humphrey’s retention package from six to nine months. These apply if they are not retained in a strategic transaction or for one year after, with required claim releases and reconfirmed restrictive covenants.

How much will Ensysce Biosciences (ENSC) spend on the new severance measures?

The total estimated cost of the new severance and retention measures is approximately $205,475. This amount covers three‑month severance for three managers and the extension of CFO Mr. Humphrey’s retention package from six to nine months during the strategic alternatives process.

What strategic alternatives is Ensysce Biosciences (ENSC) considering?

The company has disclosed that it is considering strategic alternatives for its business but did not specify options in this document. The retention and severance measures are described as supporting this process by helping retain three managers and the CFO, which Ensysce believes is necessary to maintain enterprise value.

What board roles did Lee Rauch hold at Ensysce Biosciences (ENSC)?

Before resigning, Lee Rauch served as a member of the Audit Committee and Compensation Committee and was chairperson of the Nominating and Corporate Governance Committee. All three are committees of Ensysce Biosciences’ Board of Directors and oversee financial reporting, pay, and governance matters.

When did Ensysce Biosciences (ENSC) approve the severance packages?

The Board of Directors approved the severance and retention packages on March 27, 2026. Lee Rauch had voted against these packages on March 23, 2026, and submitted her resignation notice dated and effective March 24, 2026, prior to the final board approval.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-17 EX-17 4.3 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB