Ensysce Biosciences Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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 January 7, 2026 (the “Annual Meeting”).
(b) Five proposals were included in the proxy material disseminated to Company stockholders. The fifth proposal was not submitted to a vote at the Annual Meeting. The fifth proposal gave discretion to the Company to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if votes for one or more of the other four proposals were insufficient to approve one or more of those proposals.
1. The stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock and exercise of warrants for common stock issued by the Company to an investor:
| For | Against | Abstentions | Broker Non-Votes | ||||||||||
| 541,882 | 195,475 | 1,970 | 1,030,540 | ||||||||||
2. The stockholders approved the amendment of the Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan to increase the aggregate number of shares of the Company’s common stock that may be issued under the plan from 121,457 shares to 721,457 shares by the following vote:
| For | Against | Abstentions | Broker Non-Votes | ||||||||||
| 439,446 | 297,044 | 2,837 | 1,030,540 | ||||||||||
3. The stockholders elected the Company’s two Class I Directors, with terms expiring at the 2028 annual meeting:
| Name | For | Against | Broker Non-Votes | |||||||||
| William Chang | 518,597 | 220,730 | 1,030,540 | |||||||||
| Lee Rauch | 516,907 | 222,420 | 1,030,540 | |||||||||
4. The stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
| For | Against | Abstentions | |||||||
| 1,659,662 | 105,399 | 4,806 | |||||||
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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: January 8, 2026
| Ensysce Biosciences, Inc. | ||
| By: | /s/ Lynn Kirkpatrick | |
| Name: | Dr. Lynn Kirkpatrick | |
| Title: | President and Chief Executive Officer | |
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