DEFA14A 1 defa14a.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☒ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12

 

Ensysce Biosciences, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:
     
     
  (2) Aggregate number of securities to which transaction applies:
     
     
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
     
  (4) Proposed maximum aggregate value of transaction:
     
     
  (5) Total fee paid:
     

 

☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided by the Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount previously paid:
     
     
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  (4) Date Filed:
     

 

 

 

 

 

 

ENSYSCE BIOSCIENCES, INC.

 CONTROL ID:  
REQUEST ID:  
 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Special Meeting of Stockholders

 

  DATE: Wednesday, January 26, 2022
  TIME: 9:00 A.m. pacific daylight time
  LOCATION:

Online only

https://agm.issuerdirect.com/ensc

     
  
HOW TO REQUEST PAPER COPIES OF OUR MATERIALS
phone fax internet mail

PHONE:

Call toll free
1-866-752-8683

FAX:

Send this card to
202-521-3464

 INTERNET:
https://www.iproxydirect.com/ensc   
and follow the on-screen instructions.

EMAIL:

proxy@iproxydirect.com
Include your Control ID in your email.

 
 
This communication represents a notice to access a more complete set of proxy materials available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement is available at: https://www.iproxydirect.com/ensc  
 
If you want to receive a paper copy of the proxy materials you must request one. There is no charge to you for requesting a copy.  To facilitate timely delivery please make the request, as instructed above, before january 14, 2022.
 
you may enter your voting instructions at https://www.iproxydirect.com/ensc  
until 11:59 pm eastern time January 25, 2022.
 
     
  The purposes of this meeting are as follows:   
     
 

1.     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”);

 

2.     To approve the Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan and certain conditional grants thereunder (the “Plan and Conditional Grants Proposal”); and

 

3.     to transact such other business as may properly come before the annual meeting or any adjustment thereof.

 

 

     

 

Pursuant to Securities and Exchange Commission rules, you are receiving this Notice that the proxy materials for the Special Meeting are available on the Internet. Follow the instructions above to view the materials and vote or request printed copies.

 

The board of directors has fixed the close of business on December 2, 2021 as the record date for the determination of stockholders entitled to receive notice of the Special Meeting and to vote the shares of our common stock, par value $.001 per share, they held on that date at the meeting or any postponement or adjournment of the meeting.

 
The Board of Directors recommends that you vote ‘for’ all proposals above.
 
Please note - This is not a Proxy Card - you cannot vote by returning this card
               

 

 

 

ENSYSCE BIOSCIENCES, INC.

SHAREHOLDER SERVICES

1 Glenwood Avenue Suite 1001

Raleigh NC 27603

 

FIRST-CLASS MAIL

US POSTAGE

PAID

RALEIGH NC

PERMIT # 870

 

  

Time Sensitive shareholder information enclosed

 

 

 

 

 

 

 

IMPORTANT SHAREHOLDER INFORMATION

 

your vote is important