Every 8-K that Ensysce Biosciences Inc (ENSC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ENSC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ENSC filings page.
Ensysce Biosciences, Inc. (ENSC) reports several Nasdaq listing developments. Nasdaq has determined that Ensysce currently complies with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million stockholders’ equity, but warned that the company will be subject to delisting if its next periodic SEC report does not also show compliance. Separately, Ensysce remains out of compliance with the $1.00 per share Minimum Price Listing Requirement under Nasdaq Listing Rule 5550(a)(2); Nasdaq has granted an additional 180 days, until February 22, 2027, to regain compliance. Ensysce also notes that its August 5, 2026 acquisition of Cy Biopharma, Inc. constitutes a Change of Control under Nasdaq Listing Rule 5110(a), so the post-transaction company must meet Nasdaq’s initial listing criteria and complete the initial listing process before shareholders can approve conversion of preferred stock issued in the Cy transaction, or its securities may face trading suspension.
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.
Ensysce Biosciences, Inc. completed the acquisition of Cy Biopharma, Inc. on August 6, 2026 through a stock-for-stock merger, adding CY200, an Orphan Drug-designated neuroplastogenic candidate for Complex Regional Pain Syndrome Type 1 as its lead pipeline asset. The transaction, together with concurrent private placements, provides up to $77 million in new funding, including $38.6 million in initial private placement financing and a second tranche of up to $38.6 million tied to clinical milestones, and brought in $17.1 million in cash from Cy Biopharma’s pre-acquisition convertible note financing.
Management states this extends cash runway into late 2027, with the potential second tranche carrying the company into 2028. Following quarter-end, the acquisition and related financings added approximately $31 million of cash net of transaction expenses. Separately, Ensysce is advancing PF614 and PF614-MPAR, supported by a completed $15.1 million NIDA grant, with $5.3 million remaining available as of June 30, 2026.
For the quarter ended June 30, 2026, Ensysce reported federal grant revenue of $1.16 million, research and development expenses of $2.47 million, general and administrative expenses of $1.27 million, and a net loss attributable to common stockholders of $2.57 million (basic and diluted loss per share $0.20). Cash and cash equivalents were $0.68 million at June 30, 2026, with a stockholders’ equity deficit of $1.11 million.
Ensysce Biosciences filed an amended current report that adds a Certificate of Correction for its Series C non-voting convertible preferred stock, files a corrected press release on its Cy Biopharma acquisition and related financing, and corrects a disclosed fee to Tungsten Partners LLC from $100,000 to $200,000.
The company has completed a stock-for-stock merger acquiring Cy Biopharma, issuing 282,122 shares of Series C Preferred Stock (282,122,000 common shares on an as-converted basis), and arranged a two-tranche private placement of 120,260 Series C Preferred shares for approximately $43 million in gross proceeds, as part of a broader financing of up to $77 million to advance CY200, an FDA Orphan Drug Designation therapy for Complex Regional Pain Syndrome, through Phase 2 proof-of-concept and into registrational development.
Ensysce Biosciences, Inc. completed the stock-for-stock acquisition of Cy Biopharma, Inc., adding a clinical-stage neuroplastogenic therapy for Complex Regional Pain Syndrome with U.S. FDA Orphan Drug Designation. Cy equityholders received 282,122 shares of Series C non-voting convertible preferred stock, each automatically convertible into 1,000 common shares following stockholder approval and subject to beneficial-ownership caps.
Concurrently, Ensysce entered into a private placement for 120,260 Series C preferred shares for approximately $43 million in gross proceeds over two tranches, alongside Cy’s existing cash, to support development of lead candidate CY-200 through Phase 2 proof-of-concept and into preparations for registrational work. After stockholder approval and on a fully diluted basis excluding the milestone tranche, ownership is expected to be about 73.86% for former Cy holders, 7.57% for existing Ensysce holders and 17.49% for new investors, implying a combined equity value of $101.4 million.
Through an Omnibus Amendment and Termination Agreement with 3i, LP, Ensysce is converting all Series B preferred stock into 3,229,276 common shares, exchanging 3i’s warrants for 7,182.517 Series C preferred shares, paying $250,000 in cash and imposing a 4.99–9.99% beneficial-ownership limit, while eliminating the Series B designation. James Morrison, Cy’s founder and CEO, becomes Ensysce’s President and a director, and is expected to assume the CEO role after stockholder approval of the conversion proposals.
Ensysce Biosciences, Inc. reported that on July 10, 2026, Chief Operating Officer Jeffrey Millard resigned, effective the same date. The company received his resignation notice on July 10, 2026.
Ensysce Biosciences’ common stock trades on The Nasdaq Stock Market LLC under the symbol ENSC, and the company is identified as an emerging growth company.
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.
Ensysce Biosciences reported first quarter 2026 results and outlined key pipeline and strategic developments. Federal grant revenue was $960,999, while research and development expenses rose to $3,346,881 and general and administrative expenses were $1,176,348. Net loss attributable to common stockholders widened to $3,556,415, or $(0.52) per share.
Cash and cash equivalents fell to $745,482 as of March 31, 2026, contributing to a stockholders’ equity deficit of $(669,012). Operationally, the company reached 50% of the interim enrollment target in its pivotal PF614-301 Phase 3 pain trial, advanced its PF614-MPAR® overdose-protected opioid program with new clinical data and IRB approval for PF614-MPAR-102 Part 3, and expanded its ADHD and OUD pipelines and patent estate. The board also launched a formal review of strategic alternatives, including potential partnerships and licensing deals.
Ensysce Biosciences entered a new financing tranche, closing a private offering of $2 million in Series B preferred stock on April 6, 2026 under a 2025 commitment of up to $20 million over 24 months.
The company issued 2,000 Series B preferred shares convertible into up to 4,363,636 common shares at a fixed price of $0.55 per share, plus Warrants to purchase up to 8,727,273 common shares at the same price, with 18‑month and five‑year terms. Net proceeds of about $1.9 million are earmarked for general corporate purposes and development of its TAAP and MPAR® pain programs.
Ensysce Biosciences Inc. reported that board member Dr. Curtis Rosebraugh resigned from its Board of Directors, effective April 1, 2026. He also stepped down from the Board’s Nominating and Corporate Governance Committee. His written resignation notice is included as Exhibit 17 to the report.
Ensysce Biosciences reported fourth quarter and full year 2025 results alongside clinical and regulatory progress for its opioid safety pipeline. The company advanced lead pain candidate PF614 into a pivotal Phase 3 post‑surgical pain trial and continued development of PF614‑MPAR, which has FDA Breakthrough Therapy designation for its overdose‑protection technology.
PF614‑301 Phase 3 enrollment is underway, and the FDA provided supportive feedback for PF614‑MPAR, including potential use of a streamlined 505(b)(2) pathway and overdose‑protection labeling. Ensysce also expanded its intellectual property, with a new U.S. patent on MPAR® technology extending protection to 2042 and a European notice of allowance for an amphetamine prodrug patent.
Financially, federal grant funding was $5.1 million in 2025, while research and development expenses rose to $10.4 million and general and administrative costs were $4.9 million. Net loss attributable to common stockholders increased to $10.2 million for 2025, with fourth quarter loss of $2.8 million. Cash and cash equivalents were $4.3 million at December 31, 2025, supported by $8.7 million of net cash provided by financing activities. As a clinical‑stage biotech, the company expects continued losses as it invests in late‑stage trials and pipeline growth.
Ensysce Biosciences announced that board member Lee Rauch resigned from the Board of Directors effective March 24, 2026. She previously served on the Audit and Compensation Committees and chaired the Nominating and Corporate Governance Committee. Rauch’s resignation follows her disagreement with new retention and severance arrangements for certain managers and the Chief Financial Officer.
The company is considering strategic alternatives and approved three‑month severance packages for three managers and extended CFO Mr. Humphrey’s retention package from six to nine months. These protections apply if they are not retained in a strategic transaction or for one year afterward and provide releases of claims and reaffirmed restrictive covenants. The total estimated cost of these measures is about $205,475. Rauch voted against the packages and had expressed other disagreements with board actions before resigning.
Ensysce Biosciences, Inc. filed a Certificate of Correction with the State of Delaware on March 18, 2026 to fix a scrivener’s error in its Certificate of Designation for Series B Preferred Stock, which is part of its Certificate of Incorporation. The full correction text is provided in Exhibit 3.1.
Ensysce Biosciences received a Nasdaq notice that its common stock no longer meets the exchange’s minimum bid price requirement, because the share price has closed below $1.00 for 30 consecutive business days. This puts the company at risk of eventually losing its Nasdaq listing.
The company has 180 calendar days, until August 24, 2026, to regain compliance by having its stock close at or above $1.00 for at least ten consecutive business days. The notice does not immediately affect trading, and the shares continue to trade on the Nasdaq Capital Market under the symbol ENSC while the company monitors its bid price and evaluates options.
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.
Ensysce Biosciences, Inc. entered into a Securities Purchase Agreement with an institutional investor to raise capital through a registered direct offering and concurrent private placement of Series B Preferred Stock and warrants. In the registered direct offering, the company sold 1,513 shares of Series B Preferred Stock, convertible into up to 665,922 shares of common stock, for gross proceeds of about $1.7 million. In the private placement, it agreed to sell 2,487 additional preferred shares, convertible into 1,094,078 common shares, plus warrants to purchase up to 880,000 common shares at $2.50 per share. Net proceeds from the combined offerings are estimated at about $3.6 million, to be used for general corporate purposes including development of the TAAP and MPAR® programs and working capital. The preferred stock has a stated value of $1,100 per share and pays a 4% annual dividend, increasing to 8% upon certain events, and the transactions are subject to an exchange cap of 19.99% absent stockholder approval and warrant beneficial ownership limits of 4.99% or 9.99%.
Ensysce Biosciences (ENSC) reported a Q3 2025 update via Form 8-K. The company furnished a press release announcing financial results for the fiscal quarter ended September 30, 2025, included as Exhibit 99.1.
The information under Item 2.02, including Exhibit 99.1, is furnished and not deemed “filed” under the Exchange Act, nor incorporated by reference except as expressly stated in future filings. The 8-K includes customary forward-looking statement cautions. The filing lists Exhibit 99.1 (press release) and Exhibit 104 (Cover Page Inline XBRL).
Ensysce Biosciences reported that it furnished a press release announcing its financial results for the fiscal quarter ended June 30, 2025. The press release is included as Exhibit 99.1 and the filing also references the company's Inline XBRL cover page. The disclosure clarifies that the press release and related information are furnished, not "filed," and therefore are not incorporated by reference into other securities filings. The report contains a standard forward-looking statements caution describing assumptions, risks, and uncertainties that could cause actual results to differ from expectations. The filing confirms the company's common stock trades under the symbol ENSC on the Nasdaq exchange.