Ensysce (ENSC) chair boosts stake, locks in votes on merger

Rhea-AI Filing Summary

Ensysce Biosciences, Inc. (ENSC) had an ownership update from its chairman, Bob Gene Gower, who now reports beneficial ownership of 1,206,576 shares of common stock, representing 6.1% of the company’s outstanding shares as of August 12, 2026.

The position includes common shares, options and warrants, and reflects two 2026 transactions: on April 23, $246,169 of senior secured convertible notes (principal and interest) were converted into 508,614 shares plus a warrant for 254,307 shares at an exercise price of $0.484; on August 7, he used $198,000 of personal funds to buy 400,000 shares at $0.495 per share, pushing his stake above 5%.

Gower acquired the securities in connection with his role as director and for investment purposes and may trade ENSC shares subject to the company’s insider trading policy. He is party to a Support Agreement tied to a merger, obligating him to vote his shares in favor of specified stockholder proposals, including those related to preferred stock conversion, potential charter amendments and a possible reverse stock split.

Filing Explained

The August 18, 2026 amendment specifies that Bob Gower’s Support Agreement voting obligation expires at the earliest of approval of the covered stockholder proposals, mutual agreement, or ten months after the August 5, 2026 execution date, making the commitment time- and event-limited.

Key Figures

Beneficial ownership: 1,206,576 shares Ownership percentage: 6.1% Shares outstanding: 19,456,794 shares +5 more

8 metrics

Beneficial ownership 1,206,576 shares Shares of ENSC common stock beneficially owned by Bob Gene Gower

Ownership percentage 6.1% Portion of ENSC common stock class represented by Gower’s beneficial ownership

Shares outstanding 19,456,794 shares ENSC common shares outstanding as of August 12, 2026

August 7, 2026 purchase amount $198,000 Personal funds used by Gower to buy ENSC shares

August 7, 2026 shares purchased 400,000 shares ENSC common shares bought by Gower at $0.495 per share

Note conversion amount $246,169.00 Aggregate principal and interest of notes converted on April 23, 2026

Shares from note conversion 508,614 shares ENSC shares issued to Gower in April 23, 2026 conversion

Warrant size 254,307 shares Shares of ENSC common stock underlying warrant at $0.484 exercise price

Key Terms

beneficial ownership, Support Agreement, Indemnification Agreement, Senior Secured Convertible Notes, +1 more

5 terms

beneficial ownership financial

"Number of Shares Beneficially Owned by Each Reporting Person With"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Support Agreement regulatory

"the Reporting Person executed a support agreement (the "Support Agreement") that obligates"

A support agreement is a written commitment in which one or more parties promise to take specific actions—such as lending money, voting a certain way, or providing other help—to back a corporate deal, restructuring or financing. For investors it matters because these promises raise the chances a plan will succeed and reduce uncertainty about who will pay or vote for what; think of it like neighbors formally agreeing to chip in and carry out a shared repair so everyone knows it will get done.

Indemnification Agreement regulatory

"The Issuer entered into an indemnification agreement (an "Indemnification Agreement") with each"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Senior Secured Convertible Notes financial

"Related Amendments to Senior Secured Convertible Notes by which outstanding convertible"

A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.

warrant financial

"was issued a warrant (the "Warrant") to purchase up to 254,307 shares"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

FAQ

What percentage of Ensysce Biosciences (ENSC) does Bob Gene Gower currently beneficially own?

Bob Gene Gower beneficially owns 6.1% of Ensysce Biosciences’ common stock. This equals 1,206,576 shares, based on 19,456,794 shares outstanding as of August 12, 2026, as reported in the company’s Form 10-Q filed on August 13, 2026.

What recent share purchases did Bob Gene Gower make in ENSC common stock?

On August 7, 2026, Bob Gene Gower purchased 400,000 ENSC shares using $198,000 of personal funds. The shares were bought at a price of $0.495 per share, which caused his beneficial ownership to exceed the 5% reporting threshold.

How did the April 23, 2026 note conversion affect Bob Gene Gower’s ENSC holdings?

On April 23, 2026, outstanding senior secured convertible notes plus interest totaling $246,169 were converted into 508,614 ENSC shares and a warrant for 254,307 shares with a $0.484 exercise price, increasing Bob Gene Gower’s potential equity exposure to the company.

What securities make up Bob Gene Gower’s reported ENSC beneficial ownership?

Bob Gene Gower’s 1,206,576 ENSC shares of beneficial ownership include 916,740 common shares, 2,013 shares issuable upon exercisable options, and 287,823 shares issuable upon exercise of warrants, according to the ownership breakdown in the Schedule 13D amendment.

What is the Support Agreement mentioned in Bob Gene Gower’s ENSC Schedule 13D/A?

The Support Agreement obligates Bob Gene Gower to vote all his ENSC shares in favor of specified stockholder proposals related to a merger, including conversion of Series C preferred stock, potential charter amendments, and a possible reverse stock split, until the agreement expires under stated conditions.

What is the size of the ENSC warrant issued to Bob Gene Gower in April 2026?

In connection with the April 23, 2026 note conversion, Bob Gene Gower received a warrant to purchase up to 254,307 ENSC shares of common stock, with a per share exercise price of $0.484, expanding his potential future equity position if exercised.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 12:31 PM Accepted by SEC EDGAR 08/18/2026 - 12:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Ensysce Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

293602504

(CUSIP Number)

Bob Gene Gower
101 Westcott Street, Unit 303,
Houston, TX, 77007
832-771-7438

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 293602504

1

Name of reporting person

Bob Gene Gower

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,206,576.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,206,576.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,206,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

1.Beneficial ownership of the Common Stock of the Issuer was acquired by the Reporting Person as a result of the closing of a business combination in 2021. Additional purchases were funded with the personal funds of the Reporting Person. 2.Includes 916,740 shares of Common Stock held by the Reporting Person, 2,013 shares of Common Stock subject to exercisable options and 287,823 shares of Common Stock that may be acquired through the exercise of warrants. 3.Based on 19,456,794 shares of Ensysce Biosciences, Inc.'s common stock, par value $0.0001 per share outstanding as of August 12, 2026, as reported in Ensysce Biosciences, Inc.'s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission ("SEC") on August 13, 2026. 4.See Disclosure in Items 2 and 5 of this Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Ensysce Biosciences, Inc.
(c)	Address of Issuer's Principal Executive Offices: 7946 Ivanhoe Avenue, Suite 201, La Jolla, CALIFORNIA , 92037.
Item 1 Comment: This amended statement on Schedule 13D relates to the shares of common stock, $0.0001 par value per share (the "Common Stock"), of Ensysce Biosciences, Inc., a Delaware corporation (the "Issuer") whose principal executive office is located at 7946 Ivanhoe Avenue, Suite 201, La Jolla, California 92037. Information given in response to each Item shall be deemed incorporated by reference in all other Items, as applicable.
Item 2.	Identity and Background
(a)	Bob Gene Gower
(b)	101 Westcott Street, Unit 303, Houston, Texas 77007
(c)	Chairman of the Issuer.
(d)	No.
(e)	No.
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	On August 7, 2026, personal funds in the amount of $198,000 were used to purchase 400,000 shares of Common Stock at a price per share of $0.495, which purchase triggered the filing of this amended statement on Schedule 13D. On April 23, 2026, the Reporting Person and Issuer entered into Notices of Conversion and Related Amendments to Senior Secured Convertible Notes by which outstanding convertible promissory notes with outstanding principal amounts, together with accrued and unpaid interest, aggregating $246,169.00 were converted into 508,614 shares of Common Stock and a warrant to purchase up to 254,307 share of Common Stock with a per share exercise price of $0.484 (the "Conversion"). Before the Conversion and until August 7, 2026, Reporting Person beneficially owned less than 5% of the outstanding shares of the Issuer. No additional funds were required for the securities issued in the Conversion.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the securities in connection with his service as a director of the Issuer and for investment purposes. In his capacity as the Chairman of the Issuer, the Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Subject to the Issuer's Insider Trading Policy, the Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances. Except as set forth herein, the Reporting Person does not have any present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Support Agreement described in Item 6 of this Schedule 13D will require the Reporting Person to vote in favor of Issuer proposals to be considered at a meeting or meetings of stockholders to: (i) approve the conversion of shares of the Issuer's Series C Non-Voting Convertible Preferred Stock into shares of Common Stock in accordance with the rules of the Nasdaq Stock Market LLC), (ii) if deemed necessary or appropriate by the Issuer or as otherwise required by applicable law or contract, the approval of an amendment to the Issuer's certificate of incorporation, to authorize sufficient shares of Common Stock for the conversion of Series C Preferred Stock issued pursuant to an Agreement and Plan of Merger that the Issuer entered into on August 5, 2026 and/or to effectuate a reverse stock split for the purpose of maintaining compliance with Nasdaq listing standards and (iii) if reasonably expected to facilitate the aforementioned proposals, approve a change in the number or term of directors or the filling of any existing vacancies on the Issuer's Board of Directors and other proposals. The Reporting Person continuously assesses the Issuer's business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities and all other factors deemed relevant in determining whether additional shares of Common Stock will be acquired by the Reporting Person or, if applicable, his affiliates or whether the Reporting Person or, if applicable, any such affiliate will dispose of shares of Common Stock. At any time, additional shares of Common Stock may be acquired or some or all of shares of Common Stock beneficially owned by the Reporting Person may be sold, in either case in the open market, in privately negotiated transactions or otherwise. Accordingly, the Reporting Person reserves the right to change his intentions and develop plans or proposals at any time, as he deems appropriate. The information set forth in Item 6 of this Schedule 13D is incorporated by reference into this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover page of this Schedule 13D is incorporated herein by reference. The share information contained on the cover page of this Schedule 13D amendment includes 2,013 shares subject to options and 287,823 shares that may be acquired through the exercise of warrants.
(b)	The information contained on the cover page of this Schedule 13D is incorporated herein by reference. The share information contained on the cover page of this Schedule 13D amendment includes 2,013 shares subject to options and 287,823 shares that may be acquired through the exercise of warrants.
(c)	Except as described in Item 3, during the past 60 days, the Reporting Person has not effected any transactions with respect to the Common Stock.
(d)	Except as described in this Schedule 13D, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as set forth in this Schedule 13D, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. On August 5, 2026, in connection with the execution of an Agreement and Plan of Merger (the "Merger Agreement"), which was reported in a Current Report on Form 8-K filed on August 6, 2026 by the Issuer, the Reporting Person executed a support agreement (the "Support Agreement") that obligates the Reporting Person to vote all his shares of the Issuer's capital stock in favor of matters proposed for stockholder consideration at stockholder meetings. The proposals include those related to obtaining stockholder approval of the issuance of Issuer common stock upon conversion of Issuer preferred stock and amendments to the Issuer's certificate of incorporation to facilitate transactions contemplated by the Merger Agreement. The Support Agreement expires upon the earliest to occur of stockholder approval of those proposals, mutual agreement of the parties or ten months after execution of the Support Agreement. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, a copy of which is filed herewith as Exhibit 1 to this Schedule 13D and is incorporated herein by reference. The Issuer entered into an indemnification agreement (an "Indemnification Agreement") with each of the Issuer's directors and executive officers, including the Reporting Person. Each Indemnification Agreement requires the Issuer to indemnify and hold harmless the applicable director or named executive officer to the fullest extent authorized by the laws of the State of Delaware. Each Indemnification Agreement also requires the Issuer, subject to specific terms and conditions, to advance expenses to the director or officer. Each Indemnification Agreement also sets forth various procedures and definitions with respect to indemnification and advancement of expenses. In addition, under the Indemnification Agreements, the Issuer is obligated to maintain directors' and officers' liability insurance. With specified exceptions, the Indemnification Agreements do not obligate the Issuer to provide indemnification or advance expenses with respect to actions initiated by the director or officer or to indemnify the director or officer in connection with proceedings by the Issuer to enforce non-compete or non-disclosure agreements. To the extent the provisions of the Indemnification Agreements exceed the indemnification permitted by applicable law, such provisions may be unenforceable or may be limited to the extent they are found by a court of competent jurisdiction to be contrary to public policy. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which is filed herewith as Exhibit 2 to this Schedule 13D and is incorporated herein by reference. In his capacity as a director of the Issuer, the Reporting Person may be entitled to receive equity compensation, including stock option or other equity awards, pursuant to the Issuer's Amended and Restated 2021 Omnibus Incentive Plan (the "Incentive Plan"). Reference is made to the Incentive Plan set forth in Annex A of the Issuer's definitive proxy statement filed with SEC on December 2, 2025. The foregoing description of the Incentive Plan is qualified in its entirety by the full text of the Incentive Plan, which is Exhibit 3 to this Schedule 13D, and is incorporated herein by reference. In connection with the Conversion described above in Item 3, the Reporting Person was issued a warrant (the "Warrant") to purchase up to 254,307 shares of Common Stock with a per share exercise price of $0.484. The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the form of Warrant, a copy of which is filed herewith as Exhibit 4 to this Schedule 13D and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	1-Form of Support Agreement, by and among the Issuer, the Reporting Person and Cy Biopharma, Inc., dated as of August 5, 2026 2-Form of Indemnification Agreement executed by each of the Issuer's directors and executive officers (incorporated by reference to Exhibit 10.6 to the Issuer's Quarterly Report on Form 10-Q (File No. 001-38306), filed with the SEC on November 15, 2021). 3- https://www.sec.gov/ix?doc=/Archives/edgar/data/1716947/000149315225025696/formdef14a.htm 4-Form of warrant issued by the Issuer to the Reporting Person, dated April 23, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bob Gene Gower

Signature:	/s/ Bob Gene Gower
Name/Title:	Bob Gene Gower
Date:	08/18/2026