Ensysce Biosciences (NASDAQ: ENSC) holders back share plan, board

Rhea-AI Filing Summary

Ensysce Biosciences, Inc. held its annual stockholder meeting on January 7, 2026. Stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock and the exercise of warrants for common stock issued to an investor. They also approved an amendment to the Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan, increasing the total number of shares that may be issued under the plan from 121,457 shares to 721,457 shares.

Stockholders elected two Class I directors, William Chang and Lee Rauch, to terms expiring at the 2028 annual meeting. In addition, they ratified the appointment of Baker Tilly US, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. A fifth proposal to adjourn the meeting, if needed, was included in the proxy materials but was not submitted to a vote.

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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): January 8, 2026 (January 7, 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 5.07 Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of stockholders of Ensysce Biosciences, Inc. (“Ensysce” or the “Company”) was held on January 7, 2026 (the “Annual Meeting”).

(b) Five proposals were included in the proxy material disseminated to Company stockholders. The fifth proposal was not submitted to a vote at the Annual Meeting. The fifth proposal gave discretion to the Company to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if votes for one or more of the other four proposals were insufficient to approve one or more of those proposals.

1. The stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock and exercise of warrants for common stock issued by the Company to an investor:

For			Against				Abstentions				Broker Non-Votes
541,882				195,475				1,970				1,030,540

2. The stockholders approved the amendment of the Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan to increase the aggregate number of shares of the Company’s common stock that may be issued under the plan from 121,457 shares to 721,457 shares by the following vote:

For			Against				Abstentions				Broker Non-Votes
439,446				297,044				2,837				1,030,540

3. The stockholders elected the Company’s two Class I Directors, with terms expiring at the 2028 annual meeting:

Name		For				Against				Broker Non-Votes
William Chang			518,597				220,730				1,030,540
Lee Rauch			516,907				222,420				1,030,540

4. The stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For			Against				Abstentions
1,659,662				105,399				4,806

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: January 8, 2026

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

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FAQ

What did Ensysce Biosciences (ENSC) stockholders approve regarding share issuances?

Stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock and the exercise of warrants for common stock that were issued by Ensysce Biosciences, Inc. to an investor.

How did Ensysce Biosciences (ENSC) change its 2021 Omnibus Incentive Plan?

Stockholders approved an amendment to the Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan, increasing the aggregate number of shares of common stock that may be issued under the plan from 121,457 shares to 721,457 shares.

Which directors were elected at Ensysce Biosciences’ 2026 annual meeting?

Stockholders elected William Chang and Lee Rauch as Class I directors of Ensysce Biosciences, Inc., with terms expiring at the 2028 annual meeting.

Which auditing firm did Ensysce Biosciences (ENSC) stockholders ratify?

Stockholders ratified the appointment of Baker Tilly US, LLP as Ensysce Biosciences, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Was the adjournment proposal voted on at the Ensysce Biosciences annual meeting?

A fifth proposal, which would have allowed the company to adjourn the annual meeting to solicit additional proxies if needed, was included in the proxy materials but was not submitted to a stockholder vote.

When was the Ensysce Biosciences (ENSC) 2026 annual meeting held?

The annual meeting of stockholders of Ensysce Biosciences, Inc. was held on January 7, 2026.