Ensysce Biosciences (NASDAQ: ENSC) warned on Nasdaq equity listing rule

Q: What deadline does Ensysce Biosciences (ENSC) face to submit a Nasdaq compliance plan?

Ensysce must submit a plan to regain compliance within 45 days of the May 21, 2026 notice, which is by July 6, 2026 . Nasdaq will review this plan and decide whether to grant additional time to cure the deficiency.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ensysce Biosciences Inc. has received a Nasdaq notice that it no longer meets the exchange’s minimum $2.5 million stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) as of March 31, 2026. The company must submit a compliance plan within 45 days, by July 6, 2026.

If Nasdaq accepts the plan, Ensysce could receive up to 180 days from May 21, 2026 to regain compliance. The company plans to submit a plan and explore options, but there is no assurance Nasdaq or a Nasdaq Hearings Panel will ultimately permit continued listing.

Positive

None.

Negative

Nasdaq delisting risk due to equity shortfall: Ensysce no longer meets the $2.5 million stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) and faces potential delisting if Nasdaq or a Nasdaq Hearings Panel does not accept its remediation plan or if it fails to regain compliance within any extension.

Insights

Nasdaq compliance risk emerges as Ensysce falls below equity threshold.

Ensysce Biosciences has been notified that its stockholders’ equity is below the $2.5 million minimum required by Nasdaq Listing Rule 5550(b)(1). This places its Nasdaq Capital Market listing at risk unless it can present and execute a credible remediation plan.

The company has 45 days, until July 6, 2026, to submit a plan that Nasdaq may, but is not required to, accept. If accepted, Ensysce could have up to 180 days from May 21, 2026 to regain compliance, likely through actions that improve stockholders’ equity.

The key uncertainty is whether Nasdaq, and if necessary the Nasdaq Hearings Panel, will find Ensysce’s plan sufficient and whether the company can restore equity levels within any extension period. The outcome will determine whether its shares remain listed on the Nasdaq Stock Market.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Equity requirement: $2.5 million stockholders’ equity Plan submission window: 45 days Potential extension period: 180 days +1 more

4 metrics

Equity requirement $2.5 million stockholders’ equity Minimum under Nasdaq Listing Rule 5550(b)(1) as of March 31, 2026

Plan submission window 45 days Time from May 21, 2026 notice to submit plan, due July 6, 2026

Potential extension period 180 days Maximum additional time from May 21, 2026 to regain compliance if plan accepted

Notice date May 21, 2026 Date Nasdaq Listing Qualifications Department issued non-compliance notice

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, Nasdaq Hearings Panel, continued listing

4 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)"

stockholders’ equity financial

"non-compliance with the $2.5 million stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1)"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

Nasdaq Hearings Panel regulatory

"If the plan is not accepted, the Company may appeal to the Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

continued listing regulatory

"Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing"

When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.

Understanding 8-K Material Events →

05/22/2026 - 04:55 PM

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): May 22, 2026 (May 21, 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 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing

On May 21, 2026, Ensysce Biosciences Inc. (the “Company”) received notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that due to the Company’s non-compliance with the $2.5 million stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) as of March 31, 2026, the Company is subject to delisting unless it submits a plan within 45 days (by July 6, 2026) to regain compliance. If the plan is accepted, the Company may be granted an extension of up to 180 days from May 21, 2026, to regain compliance. If the plan is not accepted, the Company may appeal to the Nasdaq Hearings Panel (the “Panel”). The Company plans to submit timely a plan to Nasdaq.

The Company intends to actively explore options to regain compliance with Nasdaq listing requirements; however, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that, if the plan is not accepted and the Company appeals, the Panel will accept the plan or that the Company will be able to evidence compliance prior to the expiration of any extension that may be granted to the Company.

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: May 22, 2026

	Ensysce Biosciences, Inc.

	By:	/s/ Lynn Kirkpatrick
	Name:	Dr. Lynn Kirkpatrick
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why did Ensysce Biosciences (ENSC) receive a Nasdaq delisting notice?

Ensysce Biosciences received a delisting notice because its stockholders’ equity fell below Nasdaq Listing Rule 5550(b)(1)’s required $2.5 million minimum as of March 31, 2026. This non-compliance puts its continued listing on the Nasdaq Capital Market at risk.

What deadline does Ensysce Biosciences (ENSC) face to submit a Nasdaq compliance plan?

Ensysce must submit a plan to regain compliance within 45 days of the May 21, 2026 notice, which is by July 6, 2026. Nasdaq will review this plan and decide whether to grant additional time to cure the deficiency.

How much extra time can Ensysce Biosciences (ENSC) get to regain Nasdaq compliance?

If Nasdaq accepts Ensysce’s plan, the company may receive up to 180 days from May 21, 2026 to regain compliance. During this extension period, Ensysce would need to raise stockholders’ equity to at least $2.5 million to satisfy Nasdaq Listing Rule 5550(b)(1).

What happens if Nasdaq rejects Ensysce Biosciences’ (ENSC) compliance plan?

If Nasdaq does not accept the company’s plan, Ensysce may appeal to a Nasdaq Hearings Panel. The Panel could still allow additional time, but there is no assurance it will do so, and failure would likely result in delisting from the Nasdaq Stock Market.

What is Nasdaq Listing Rule 5550(b)(1) and how does it affect ENSC?

Nasdaq Listing Rule 5550(b)(1) requires companies on the Nasdaq Capital Market to maintain at least $2.5 million in stockholders’ equity. Ensysce’s equity was below this threshold as of March 31, 2026, triggering the current compliance review and possible delisting.

Filing Exhibits & Attachments

3 documents