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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 9, 2024 (May 9, 2024)




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)



File Number)


(I.R.S. Employer

Identification Number)


7946 Ivanhoe Avenue, Suite 201

La Jolla, California

(Address of principal executive offices)   (Zip Code)


(858) 263-4196

Registrant’s telephone number, including area code



(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 8.01 Other Events.


As previously disclosed, on November 13, 2023, Ensysce Biosciences, Inc. (the “Company”) was notified by the Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) that it no longer satisfied the requirement of $2.5 million in stockholders’ equity for continued listing on The Nasdaq Capital Market (the “Rule”). The Company thereafter presented a compliance plan to the Nasdaq Hearings Panel, which granted the Company an extension through May 13, 2024, to evidence compliance with the Rule.


On February 14, 2024, the Company entered into an agreement which included the exercise of existing warrants to purchase common stock for gross proceeds of approximately $4.7 million. As a result of this transaction and other recent exercises of warrants, the Company believes that, as of the date of this filing, the Company has a minimum of $2.5 million in stockholders’ equity and therefore satisfies the Rule. The Company awaits Nasdaq’s formal confirmation regarding the Company’s compliance status.






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: May 9, 2024


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