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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): October 29, 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 |
Ensysce
Biosciences Inc. (the “Company”) has been advised by Mr. Will Chang, a member of the Company’s Board of Directors,
that he intends to resign as a Director of the Company following the next annual meeting of stockholders (the “Annual Meeting”).
The Annual Meeting has been scheduled for December 14, 2026. Mr. Chang has not provided a writing concerning his resignation or a date
of resignation.
On
October 29, 2026, our Chief Executive Officer, Dr. Lynn Kirkpatrick, age 69, agreed that she would assume the title of Chief Operating
Officer of the Company immediately following the Annual Meeting in connection with relinquishing her title of Chief Executive Officer.
If the Annual Meeting is delayed, both her assumption and relinquishment will be delayed.
As
previously reported, immediately following the Annual Meeting, the Company’s President, Mr. James Morrisson, will assume the title
of Chief Executive Officer. Dr. Kirkpatrick has also agreed that she will execute an amendment to her September 14, 2021 employment offer
letter with the Company (the “Executive Employment Agreement”) to document the change in title and state that Dr. Kirkpatrick
agrees that her acceptance of the position of Chief Operating Officer will not trigger the obligations of the Company to pay severance
pursuant to the Executive Employment Agreement. The Executive Employment Agreement is described in the Company’s Annual Report
on Form 10-K for year ended December 31, 2025 under “Item 10. Executive Officers and Directors—Employment Agreement with
our NEOs—Dr. Lynn Kirkpatrick, Ph.D.”
Dr. Kirkpatrick.
has served as the Company’s Chief Executive Officer since January 2009. Dr. Kirkpatrick has spent over 30 years in drug discovery
and development, has initiated the clinical development of four novel drug candidates and now strives to bring highly novel and safe
pain therapies to commercialization. She received a Doctor of Philosophy (“Ph.D.”) degree in Medicinal and Biomedicinal Chemistry
at the University of Saskatchewan, completed a Post-Doctoral Fellowship at the Yale University School of Medicine, and became a tenured
full professor in the Department of Chemistry at the University of Regina. She co-founded ProlX Pharmaceuticals, Corp. (“ProlX”)
an oncology discovery company, becoming Chief Executive Officer and successfully bringing three small molecules from discovery into clinical
development, two of these her own discoveries from academia. ProlX was acquired by Biomira Inc., and Dr. Kirkpatrick became the Chief
Scientific Officer of the merged company to focus on the development of oncology products and vaccines. In 2009, she co-founded PHusis
Therapeutics, developing targeted small molecule precision medicines for oncology. At the same time, she became the Company’s Chief
Executive Officer. Dr. Kirkpatrick has published extensively in the area of targeted drug discovery, abuse deterrent pain products and
holds numerous patents for novel drugs and modalities. The Company believes that Dr. Kirkpatrick is qualified to serve on the Company’s
Board of Directors because of her extensive executive experience in the Company’s industry and her service as the Company’s
Chief Executive Officer.
The Company
owns 79.2% of the issued and outstanding shares of EBIR, Inc., a clinical stage pharmaceutical company that is developing a compound
utilized in the Company’s overdose protection program for the treatment of COVID-19. The other 20.8% is owned by two affiliates
of the Company and Mucokinetica, Ltd. Specifically, Dr. Kirkpatrick owns 9.9% and Mucokinetica, Ltd. owns 1.0%. Dr. Kirkpatrick is also
Chief Executive Officer of EBIR, Inc. There is no revenue sharing agreement between the Company and EBIR, Inc.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 10 |
|
Form of Amendment No. 1 to Employment Agreement with Dr. Lynn Kirkpatrick |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
November 4, 2026
| |
Ensysce
Biosciences, Inc. |
| |
|
|
| |
By: |
/s/
Lynn Kirkpatrick |
| |
Name:
|
Dr.
Lynn Kirkpatrick |
| |
Title: |
Chief
Executive Officer |
