| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/05/2026 |
3. Issuer Name and Ticker or Trading Symbol
Ensysce Biosciences, Inc. [ ENSC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C Non-Voting Convertible Preferred Stock | (1) | (1) | Common Stock | 154,821,000(2) | (1) | I | By Belgarion Ventures Ltd.(3) |
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| /s/ James William Morrison | 08/10/2026 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.