Ensysce (NASDAQ: ENSC) raises $21M as it asks Nasdaq for time on $1 bid rule
Rhea-AI Filing Summary
Ensysce Biosciences, Inc. (ENSC) reports that, under a Securities Purchase Agreement related to its acquisition of Cy Biopharma, Inc., it agreed to issue and sell an aggregate of 120,260 shares of Series C Preferred Stock for an aggregate purchase price of approximately $43 million in two tranches. At the Initial Closing on August 7, 2026, the company raised more than $21 million in gross proceeds. A clinical trial milestone required for the second tranche has not yet been achieved. Ensysce believes that, as of this report, it has at least $2.5 million in stockholders’ equity and therefore satisfies Nasdaq Listing Rule 5550(b)(1) for continued listing, and that it has at least $5 million in stockholders’ equity and meets the remaining criteria of Nasdaq Listing Rule 5810(c)(3)(A), making it eligible for a second 180‑day grace period to regain compliance with the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(1). The company has requested this second grace period and is awaiting Nasdaq’s confirmation on equity rule compliance and the grace period request.
Positive
- More than $21 million in gross proceeds raised from the Initial Closing of the Series C Preferred Stock financing, which the company believes supports compliance with Nasdaq’s minimum stockholders’ equity requirement.
- The company believes it now meets Nasdaq Listing Rule 5550(b)(1) and appears eligible under Rule 5810(c)(3)(A) for a second 180‑day grace period to regain compliance with the $1.00 bid price requirement, supporting the potential maintenance of its Nasdaq listing.
Negative
- The clinical trial milestone required to close the second tranche of the approximately $43 million Series C Preferred Stock financing has not been achieved, delaying access to the remaining capital.
- The company remains out of compliance with the $1.00 bid price requirement and is awaiting Nasdaq’s decision on a second 180‑day grace period, creating ongoing listing-status uncertainty.
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
Series C Preferred Stock shares: 120,260 shares
Aggregate purchase price: approximately $43 million
Initial Closing gross proceeds: more than $21 million
+5 more
8 metrics
Series C Preferred Stock shares
120,260 shares
Aggregate shares of Series C Preferred Stock agreed to be issued and sold under the Securities Purchase Agreement
Aggregate purchase price
approximately $43 million
Total purchase price for the 120,260 shares of Series C Preferred Stock in two tranches
Initial Closing gross proceeds
more than $21 million
Gross proceeds raised at the Initial Closing on August 7, 2026
Minimum stockholders’ equity (equity rule)
$2.5 million
Amount the company believes it has at least, supporting compliance with Nasdaq Listing Rule 5550(b)(1)
Stockholders’ equity (bid price grace eligibility)
$5 million
Amount the company believes it has at least, supporting eligibility for a second 180-day grace period under Nasdaq Listing Rule 5810(c)(3)(A)
Second grace period length
180 days
Potential additional period to regain compliance with the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(1)
Initial Closing date
August 7, 2026
Date on which the first tranche of the financing closed
Nasdaq request date
August 24, 2026
Date the company submitted its formal request for a second 180-day grace period
Key Terms
Series C Preferred Stock, Securities Purchase Agreement, Nasdaq Listing Rule 5550(b)(1), Nasdaq Listing Rule 5550(a)(1), +2 more
6 terms
Series C Preferred Stock financial
"the Company agreed to issue and sell an aggregate of 120,260 shares of its Series C Preferred Stock"
A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers thereto"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Nasdaq Listing Rule 5550(b)(1) regulatory
"satisfies the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1)"
Nasdaq Listing Rule 5550(a)(1) regulatory
"regain compliance with the $1.00 bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(1)"
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"along with the Company’s belief that is satisfies the remaining criteria under Nasdaq Listing Rule 5810(c)(3)(A)"
Bid Price Rule financial
"the $1.00 bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(1) (the “Bid Price Rule”)"
FAQ
What financing did Ensysce Biosciences (ENSC) announce in this 8-K?
Ensysce entered into a Securities Purchase Agreement to issue and sell 120,260 shares of Series C Preferred Stock for an aggregate purchase price of approximately $43 million in two tranches, with the first tranche already closed and raising more than $21 million in gross proceeds.
How much cash has ENSC raised so far from the Series C Preferred Stock financing?
At the Initial Closing on August 7, 2026, Ensysce raised more than $21 million in gross proceeds from the Series C Preferred Stock financing, representing the first tranche under the approximately $43 million Securities Purchase Agreement.
What is pending for the second tranche of ENSC’s financing?
Closing of the second tranche depends on achieving a specified clinical trial milestone, which the company states has not yet occurred, so the remaining portion of the approximately $43 million financing is not yet available.
Is Ensysce Biosciences (ENSC) currently meeting Nasdaq’s equity requirement?
Ensysce states it believes it has at least $2.5 million in stockholders’ equity as of this report and therefore satisfies the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1).
What is ENSC’s status regarding Nasdaq’s $1.00 bid price rule?
Ensysce believes it has at least $5 million in stockholders’ equity and meets the other criteria of Nasdaq Listing Rule 5810(c)(3)(A), making it eligible for a second 180‑day grace period to regain compliance with the $1.00 bid price rule, and has requested this period from Nasdaq.
What actions has ENSC taken with Nasdaq as of August 24, 2026?
On August 24, 2026, Ensysce submitted a formal request to Nasdaq for a second 180‑day grace period to regain compliance with the $1.00 bid price requirement and awaits Nasdaq’s formal confirmation on both equity rule compliance and the grace period request.
AI-generated analysis. How Rhea-AI works. Not financial advice.
