UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 26, 2022, Ensysce Biosciences, Inc. (“Ensysce” or the “Company”) held a Special Meeting of Stockholders of the Company (the “Special Meeting”). Two proposals were submitted to and approved by the Company’s stockholders. The proposals are described in detail in the Company’s proxy statement. The final results for the votes regarding each proposal are set forth below.
1. Proposal, to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock issuable upon the conversion of certain convertible notes and the exercise of certain warrants (the “Issuance Proposal”), was approved by the stockholders by the following vote:
| For | Against | Abstained | Broker
Non- Votes |
||||
| 17,577,748 | 151,070 | 418,178 | 6,108,790 |
2. Proposal, to approve the Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan and certain conditional grants thereunder (the “Plan and Conditional Grants Proposal”), was approved by the stockholders by the following vote:
| For | Against | Abstained | Broker
Non- Votes |
||||
| 15,557,218 | 534,738 | 2,055,040 | 6,108,790 |
Item 7.01. Regulation FD Disclosure.
On January 27, 2022, the Company issued a press release announcing the results of the Special Meeting, a copy of which is furnished as Exhibit 99.1 hereto.
The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amended and Restated 2021 Omnibus Incentive Plan | |
| 99.1 | Press Release Announcing Results of the Special Meeting of Stockholders of the Company, dated January 27, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 27, 2022
| Ensysce Biosciences, Inc. | ||
| By: | /s/ Lynn Kirkpatrick | |
| Name: | Dr. Lynn Kirkpatrick | |
| Title: | President and Chief Executive Officer | |
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