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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): June 27, 2022 (June 23, 2022)

 

 

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
Warrants to purchase one share of Common Stock   ENSCW   OTC Pink Open Market

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

(a) The annual meeting of stockholders of Ensysce Biosciences, Inc. (“Ensysce” or the “Company”) was held on June 23, 2022 (the “Annual Meeting”).

 

(b) Two proposals were submitted to the Company’s stockholders.

 

1. The stockholders elected the Company’s three Class I Directors, with terms expiring in 2025:

 

Name  For   Against   Abstentions   Broker Non-Votes 
Andrew B. Benton   15,143,513    180,580    2,510,320    6,768,343 
William Chang   15,119,796    206,497    2,508,120    6,768,343 
Lee Rauch   17,649,014    179,625    5,774    6,768,343 

 

The votes properly cast “FOR” each nominee’s election exceeded the votes properly cast “AGAINST” such nominee’s election (with “ABSTENTIONS” and broker non-votes not counted as votes cast either “FOR” or “AGAINST”).

 

2. The stockholders ratified the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:

 

For  Against  Abstentions
24,416,345  181,459  4,952

 

The proposal received the affirmative vote of a majority of the outstanding shares of Company common stock present in person (including virtually) or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions had the effect of a vote “AGAINST” the proposal. Broker non-votes had no effect on the proposal.

 

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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: June 27, 2022

 

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

 

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