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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 18, 2024 (October 17, 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)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

 

7946 Ivanhoe Avenue, Suite 201
La Jolla, California
  92037
(Address of principal executive offices)   (Zip Code)

 

(858) 263-4196

Registrant’s telephone number, including area code

 

N/A

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On October 17, 2024, Ensysce Biosciences, Inc. (the “Company” or “we”) amended its bylaws, effective November 1, 2024, to reduce the number of shares needed to constitute a quorum at meetings of stockholders from a majority of the total votes entitled to be cast to 1/3rd of the total votes entitled to be cast.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.2(b)   Amendment, effective November 1, 2024, to Amended and Restated Bylaws of Ensysce Biosciences, Inc.
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: October 18, 2024

 

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

 

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