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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): April 7, 2026 (April 6, 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 1.01.
Entry into a Material Definitive Agreement.
As
previously reported in a Current Report on Form 8-K filed on November 17, 2025, on November 13, 2025, Ensysce Biosciences, Inc. (the
“Company” or “we”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) directly with an institutional investor (the “Purchaser”). On April 6, 2026 (the
“Closing Date”), pursuant to the Purchase Agreement and Subsequent Purchase Notice, the Company privately issued
and sold (i) 2,000 shares (the “Shares”) of Series B preferred stock of the Company, par value $0.0001 per
share (the “Preferred Stock”), (ii) up to 4,363,636 shares of common stock of the Company, par value $0.0001
per share (the “Common Stock”) to be issued upon conversion of the Preferred Stock, and (iii) warrants to purchase
up to 8,727,273 shares of Common Stock (the “Warrants”), all subject to adjustment, for gross proceeds of $2
million before the deduction of fees and offering expenses (the “Offering”). The Company also issued Warrants
to purchase up to 261,818 shares of Common Stock to designees of its financial advisor on similar terms as those warrants issued to the
designees in November 2025.
Capitalized
terms used herein but not defined will have the meaning ascribed to such terms in the Purchase Agreement.
In
connection with the Purchaser agreeing to invest $2 million, the Company agreed to amend the Certificate of Designation of Series B Preferred
Stock (the “Certificate of Designation”) to increase the stated value per share of its Series B Preferred Stock
from $1,100 to $1,200 and agreed to issue 8,727,273 Warrants in connection with the Subsequent Purchase Notice received from the Purchaser
on April 2, 2026.
The
Warrants have an exercise price of $0.55, subject to adjustment (the “Exercise Price”), and are exercisable
at any time after the date of issuance, with Warrants for 4,363,637 shares exercisable for 18 months after the date of issuance and Warrants
for 4,363,636 shares exercisable for five years after the date of issuance. The Warrants are subject to contain customary anti-dilution
adjustments to the Exercise Price, including for share splits, share dividends, rights offering and pro rata distributions. The Exercise
Price is also subject to adjustment (i) in the event we sell or grant any option to purchase or sell or grant any right to reprice, or
otherwise dispose of or issue (or announce any sale, grant or any option to purchase or other disposition), any Common Stock or Common
Stock Equivalents (other than certain exempt issuances) for, or entitling any Person to acquire shares of Common Stock at, an effective
price per share that is lower than the Exercise Price then in effect, then the Exercise Price will be reduced to that lower price and
(ii) the event of any stock dividend and split, reverse stock split, recapitalization, reorganization, or similar transaction, then an
adjustment will be made as described in the Warrants. Pursuant to the terms of the Warrants, our issuances of shares of Common Stock
at prices per share below the Exercise Price (including issuances pursuant to the Purchase Agreement or Subsequent Purchase Notice) will
result in an adjusted exercise price of the Warrants lower than the Exercise Price. In the event we grant rights to purchase stock, warrants
or other property pro rata to the record holders of our Common Stock (“Purchase Rights”), then each investor
will also be able to obtain those Purchase Rights. In the event we declare or make a dividend or other distribution of our assets to
the holders of Common Stock (a “Distribution”), then each investor will be entitled to participate in the Distribution
as if the investor held the number of shares of Common Stock acquirable upon a complete exercise of the Warrant. Unexercised Warrants
have special cashout provisions in the event that we enter into a change of control transaction.
In
the Offering, the conversion price per share of Preferred Stock is also $0.55 (the “Conversion Price”), subject
to adjustment. Following the November 2025 sale, pursuant to the adjustment provisions in the Certificate of Designation, the Conversion
Price has been reduced significantly as of the Closing Date.
The
Company has agreed to file a registration statement providing for the resale of shares of Common Stock issuable upon conversion of the
Preferred Stock and exercise of the Warrants within three business days after the Closing Date.
A
holder of a Warrant will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates, would
beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of
Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”);
provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership
Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.
In
the Purchase Agreement, subject to certain limited exceptions, we agreed that so long as the Purchaser holds Preferred Stock having an
aggregate stated value of $100,000, subject to certain limited exceptions, we will not (i) issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents, (ii) file any registration statement
or any amendment or supplement thereto, other than as contemplated pursuant to a registration rights agreement that we signed with the
Purchaser (other than amendments and supplements to registration statements as may be necessary to update such registration statements
or keep such registration statements effective), (iii) effect or enter into an agreement to effect any issuance of Common Stock or Common
Stock Equivalents involving a Variable Rate Transaction, as defined below, and (iv) because Stockholder Approval has been obtained, issue
Common Stock or Common Stock Equivalents which would cause any adjustment of the Conversion Price or the Exercise Price to the extent
the holders of Preferred Stock would not be permitted to convert their respective outstanding Preferred Stock or exercise their respective
Warrants in full.
“Variable
Rate Transaction” means a transaction in which we (i) issue or sell any debt or equity securities that are convertible into, exchangeable
or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price
or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock
at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is
subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to our business or the market for the Common Stock or (ii) enter into, or effect
a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”,
whereby we may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been
issued and regardless of whether such agreement is subsequently canceled; provided that our entry into an equity line of credit agreement
and issuances of Common Stock or Common Stock Equivalents pursuant to such agreement shall not constitute “Variable Rate Transactions”
to the extent that such agreements are entered into with the Purchaser.
We
currently intend to use the net proceeds from the Offering, estimated to be approximately $1.9 million, for general corporate purposes,
which will include continued development of our TAAP and MPAR® programs, and for working capital.
The
securities issued in the Offering are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of
1933, as amended (the “Securities Act”) and Rule 506(b) promulgated thereunder.
The
Offering closed on the Closing Date. The Purchase Agreement was previously filed, and the Subsequent Purchase Notice has been filed as
an exhibit to this Current Report on Form 8-K to provide investors and stockholders with information regarding the terms of those agreements.
It is not intended to provide any other information about the parties to the Purchase Agreement or Subsequent Purchase Notice, or any
of their respective affiliates. The representations, warranties and covenants in the Purchase Agreement and Subsequent Purchase Notice
were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to that agreement
and may be subject to limitations agreed upon by the parties. The representations and warranties may have been made for the purposes
of allocating contractual risk between the parties to the Purchase Agreement and Subsequent Purchase Notice instead of establishing these
matters as facts and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.
Investors are not third-party beneficiaries under the Purchase Agreement or Subsequent Purchase Notice. Accordingly, the representations,
warranties and covenants may not accurately represent the current state of the Company’s affairs at any time.
The
foregoing descriptions of the Purchase Agreement, the Subsequent Purchase Notice, the Preferred Stock and the Warrants are subject to,
and qualified in their entirety by reference to the full text of the documents, copies of which (or forms thereof) are attached hereto
as Exhibits 3.1, 3.2, 3.3, 4.1, 4.2, 10.1 and 10.2, and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form 8-K about the Offering is hereby incorporated by reference into this
Item 3.02. Based in part upon the representations of the Purchaser in the Purchase Agreement, the offer and sale of securities in the
Offering are exempt from registration under Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated under the Securities
Act, and corresponding provisions of state securities or “blue sky” laws. The offer and sale of the securities in the Offering
have not been registered under the Securities Act or any state securities laws and the Securities may not be offered or sold in the United
States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption
from the registration requirements. The sale of such securities did not involve a public offering and was made without general solicitation
or general advertising. In the Purchase Agreement, the Purchaser represented, among other things, that it is and, on each date on which
it converts any shares of Preferred Stock or exercises any Warrants, will be either (i) an accredited investor, as such term is defined
in Rule 501(a) of Regulation D under the Securities Act, or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)
under the Securities Act, and it is acquiring the shares of Common Stock exercisable through the Warrants or converted from Preferred
Stock for investment purposes only and not with a view to any resale, distribution or other disposition of such shares of Common Stock
in violation of the United States federal securities laws.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item
8.01 Other Events.
On
April 7, 2026, the Company issued a press release announcing the Offering. The full text of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking
Statements
This
report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, 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 several 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 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 |
| |
|
|
| 3.1 |
|
Certificate of Designation of Series B Preferred Stock including Certificate of Correction (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed November 17, 2025) |
| 3.2 |
|
Certificate of Correction to Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed March 23, 2026. |
| 3.3 |
|
Certificate of Amendment to Certificate of Designation of Series B Preferred Stock |
| 4.1 |
|
Forms of Warrants issued in the Offering that occurred on April 6, 2026 |
| 4.2 |
|
Form of Warrant issued to a financial advisor (incorporated by reference to Exhibit 4.24 of the Registration Statement on Form S-3 (SEC File No. 333-291892) filed December 2, 2025) |
| 10.1 |
|
Securities Purchase Agreement, dated as of November 13, 2025, between the Company and the purchaser thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed November 17, 2025) |
| 10.2 |
|
Subsequent Purchase Notice, dated as of April 2, 2026, between the Company and the purchaser thereto |
| 99.1 |
|
Press Release dated April 7, 2026 |
| 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: |
April
7, 2026 |
Ensysce
Biosciences, Inc. |
| |
|
|
|
| |
|
By: |
/s/
Lynn Kirkpatrick |
| |
|
Name:
|
Dr.
Lynn Kirkpatrick |
| |
|
Title: |
President
and Chief Executive Officer |
| |
|
|
(Principal
Executive Officer) |
Exhibit
99.1
Ensysce
Biosciences Secures Second Financing From 2025 Agreement to Advance Breakthrough Pain Programs
~Continued funding underscores investor confidence and supports advancement of abuse- and overdose-resistant analgesics~
SAN
DIEGO, CA – April 7, 2026 – Ensysce Biosciences, Inc. (NASDAQ: ENSC)(“Ensysce” or the “Company”),
pioneering novel solutions for severe pain with built-in abuse and overdose protection, today announced the closing of a second convertible
preferred stock financing of $2 million under prior commitment in November 2025 of up to $20 million funding available over 24 months.
The
capital will maintain Ensysce’s flagship analgesic programs, while supporting general corporate initiatives. The current $2 million
tranche includes a fixed conversion price of $0.55 per share, with an alternate conversion price based upon average common stock prices
prior to conversion. The financing includes 100% warrant coverage with an 18-month term and an additional 100% warrant coverage with
a five-year term, each exercisable at the fixed conversion price, subject to adjustment.
Dr.
Kirkpatrick, CEO of Ensysce Biosciences, stated, “This
financing reflects continued investor confidence in Ensysce’s differentiated analgesic programs, which we believe have the potential
to reinvent pain management. Along with additional funds through our federal grant support for our MPAR program, we continue to advance
the development of transformative treatments for patients in severe pain.”
About
Ensysce Biosciences
Ensysce
Biosciences is a clinical stage company with a goal of disrupting the analgesic landscape by introducing a new class of highly novel
opioids for the treatment of severe pain. Leveraging its Trypsin-Activated Abuse Protection (TAAPTM) and Multi-Pill Abuse
Resistance (MPAR®) platforms, the Company is developing unique, tamper-proof treatment options for pain that minimize
the risk of both drug abuse and overdose. Ensysce’s products are anticipated to provide safer options to treat patients suffering
from severe pain and assist in preventing deaths caused by medication abuse. Ensysce’s pipeline is backed by a robust global intellectual
property portfolio, offering hope to patients and providers confronting the challenges of pain management. Learn more at www.ensysce.com.
Forward-Looking
Statements
Statements
contained in this press release that are not purely historical may be deemed to be forward-looking statements for the purposes of the
safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. Without limiting
the foregoing, the use of words such as “may,” “intends,” “can,” “might,” “will,”
“expect,” “plan,” “possible,” “believe” and other similar expressions are intended to
identify forward-looking statements. The product candidates discussed are in clinic and not approved and there can be no assurance that
the clinical programs will be successful in demonstrating safety and/or efficacy, that Ensysce will not encounter problems or delays
in clinical development, or that any product candidate will ever receive regulatory approval or be successfully commercialized. All forward-looking
statements are based on estimates and assumptions by Ensysce’s management that, although Ensysce believes to be reasonable, are
inherently uncertain. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially
from those that Ensysce expected. In addition, Ensysce’s business is subject to additional risks and uncertainties, including among
others, the initiation and conduct of preclinical studies and clinical trials; the timing and availability of data from preclinical studies
and clinical trials; expectations for regulatory submissions and approvals; potential safety concerns related to, or efficacy of, Ensysce’s
product candidates; the availability or commercial potential of product candidates; the ability of Ensysce to fund its continued operations,
including its planned clinical trials; the dilutive effect of stock issuances from our fundraising; and Ensysce’s and its partners’
ability to perform under their license, collaboration and manufacturing arrangements. These statements are also subject to a number of
material risks and uncertainties that are described in Ensysce’s most recent annual report on Form 10-K and current reports on
Form 8-K, available free of charge at the SEC’s website at www.sec.gov. Any forward-looking statement speaks only as of the date
on which it was made. Ensysce undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except as required under applicable law.
Ensysce
Biosciences Company Contact:
Lynn
Kirkpatrick, Ph.D.
Chief
Executive Officer
(858)
263-4196
Ensysce
Biosciences Investor Relations Contact:
Shannon
Devine
MZ
North America
Main:
203-741-8811
ENSC@mzgroup.us
Source:
Ensysce Biosciences Inc.
