Ensysce insider reports large convertible preferred stake
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Form Type
3
Rhea-AI Filing Summary
Ensysce Biosciences, Inc. director and President James William Morrison reported an indirect holding of Series C Non-Voting Convertible Preferred Stock through Belgarion Ventures Ltd. These 154,821 preferred shares are convertible into 154,821,000 shares of common stock, subject to stockholder approval, Nasdaq rules, and a 4.9%–19.9% beneficial ownership limitation. Belgarion received the preferred shares in exchange for 6,500,000 Cy Biopharma, Inc. common shares in connection with Ensysce’s merger with Cy. Morrison may be deemed to control Belgarion but disclaims beneficial ownership except to the extent of his pecuniary interest.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Morrison James William
Role
President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series C Non-Voting Convertible Preferred Stock F1, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Series C Non-Voting Convertible Preferred Stock — 154,821,000 contracts (Indirect, By Belgarion Ventures Ltd.)
Footnotes (3)
- F1. Each share of Series C Non-Voting Convertible Preferred Stock will automatically convert into 1,000 shares of Common Stock upon approval of such conversion by the Issuer's stockholders in accordance with the rules of The Nasdaq Stock Market LLC, subject to a beneficial ownership limitation established by the holder of between 4.9% and 19.9% of the outstanding Common Stock. The Series C Non-Voting Convertible Preferred Stock does not have a conversion price and has no expiration date.
- F2. The reported shares of Common Stock underlie 154,821 shares of Series C Non-Voting Convertible Preferred Stock received by Belgarion Ventures Ltd. in exchange for 6,500,000 shares of common stock of Cy Biopharma, Inc. ("Cy") in connection with the Issuer's merger (the "Merger") with Cy , pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 5, 2026, by and among the Issuer, Cy, PHRMA Merger Sub I, Inc. and PHRMA Merger Sub II, Inc. Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of Cy common stock was converted automatically into the right to receive 0.0238187 shares of Series C Non-Voting Convertible Preferred Stock, representing 23.8187 shares of Common Stock on an as-converted basis.
- F3. These securities are held of record by Belgarion Ventures Ltd. The Reporting Person is a director of, and holds a controlling interest in, Belgarion Ventures Ltd., and may be deemed to have sole voting and dispositive power over the securities held by it. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Key Figures
Underlying common shares: 154,821,000 shares
Series C preferred shares: 154,821 shares
Cy Biopharma shares exchanged: 6,500,000 shares
+3 more
6 metrics
Underlying common shares
154,821,000 shares
Common stock underlying Series C Non-Voting Convertible Preferred Stock held indirectly
Series C preferred shares
154,821 shares
Series C Non-Voting Convertible Preferred Stock received by Belgarion Ventures Ltd.
Cy Biopharma shares exchanged
6,500,000 shares
Cy common stock exchanged for Ensysce Series C preferred in the merger
Exchange ratio (Cy common to Series C)
0.0238187
Series C Non-Voting Convertible Preferred shares per Cy common share
As-converted common per Cy share
23.8187 shares
Ensysce common stock on an as-converted basis per Cy common share
Beneficial ownership limitation range
4.9%–19.9%
Holder-selected cap on outstanding common stock ownership upon conversion
Key Terms
Series C Non-Voting Convertible Preferred Stock, beneficial ownership limitation, Agreement and Plan of Merger, as-converted basis, +1 more
5 terms
Series C Non-Voting Convertible Preferred Stock financial
"Each share of Series C Non-Voting Convertible Preferred Stock will automatically convert"
beneficial ownership limitation regulatory
"subject to a beneficial ownership limitation established by the holder of between 4.9%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Agreement and Plan of Merger regulatory
"pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
as-converted basis financial
"representing 23.8187 shares of Common Stock on an as-converted basis"
As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.
disclaims beneficial ownership regulatory
"The Reporting Person disclaims beneficial ownership of these securities except"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership did James William Morrison report in Ensysce Biosciences (ENSC)?
James William Morrison reported an indirect holding of 154,821 shares of Series C Non-Voting Convertible Preferred Stock through Belgarion Ventures Ltd., underlying 154,821,000 shares of Ensysce common stock on an as-converted basis, subject to specified conversion conditions.
What is the conversion formula for Ensysce (ENSC) Series C Non-Voting Convertible Preferred Stock?
Each Series C Non-Voting Convertible Preferred share converts into 1,000 Ensysce common shares after stockholder approval, with a holder‑selected 4.9%–19.9% beneficial ownership limitation and no stated conversion price or expiration date.
Does James William Morrison claim full beneficial ownership of the Ensysce (ENSC) securities?
The filing states Morrison may be deemed to have sole voting and dispositive power over Belgarion’s holdings but disclaims beneficial ownership of the securities except to the extent of his pecuniary interest in Belgarion Ventures Ltd.
AI-generated analysis. How Rhea-AI works. Not financial advice.
