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Form 8-K/A

sec.gov

8-K/A — Ensysce Biosciences, Inc.

Accession: 0001493152-26-036326

Filed: 2026-08-06

Period: 2026-08-05

CIK: 0001716947

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-3.3 (ex3-3.htm)

EX-99.1 (ex99-1.htm)

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0001716947

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 5, 2026 (August 5, 2026)

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. ☐

Explanatory

Note.

On

August 6, 2026, Ensysce Biosciences, Inc., a Delaware corporation (“we,” “us,” “our,” or the “Company”),

filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Original 8-K”), which reported information

under Items 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 7.01 and 9.01 of Form 8-K. This Current Report on Form 8-K/A (i) files Exhibit 3.3, a

Certificate of Correction related to Exhibit 3.2 in the Original 8-K, (ii) files a corrected press release as Exhibit 99.1 and (iii)

corrects, from $100,000 to $200,000, a fee identified under Item 1.01 paid to Tungsten Partners LLC. This Current Report on Form 8-K/A

should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained

in the Original 8-K.

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

3.3

Certificate of Correction to Certificate of Designation of Series C Non-Voting Convertible Preferred Stock of Ensysce Biosciences, Inc.

99.1

Press Release of Ensysce Biosciences, Inc.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Dated:

August 6, 2026

Ensysce

Biosciences, Inc.

By:

/s/

Lynn Kirkpatrick

Name:

Dr.

Lynn Kirkpatrick

Title:

Chief

Executive Officer

(Principal

Executive Officer)

EX-3.3

EX-3.3

Filename: ex3-3.htm · Sequence: 2

Exhibit

3.3

ENSYSCE

BIOSCIENCES, INC.

CERTIFICATE

OF CORRECTION

TO

THE

CERTIFICATE

OF DESIGNATION OF PREFERENCES,

RIGHTS

AND LIMITATIONS

OF

SERIES

C NON-VOTING CONVERTIBLE PREFERRED STOCK

Ensysce

Biosciences, Inc. (the “Company”), a corporation organized and existing under and by virtue of the Delaware General

Corporation Law (“DGCL”), does hereby certify that:

FIRST:

The Certificate of Designation of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock of the Company

was filed with the Delaware Secretary of State on August 5, 2026 (the “CofD”) and said CofD requires correction as

permitted by Section 103 of the DGCL.

SECOND:

The inaccuracy or defect of the CofD is that due to a scrivener’s error Section 6.3 fails to specify the number

of shares issuable upon conversion.

THIRD:

The text of Section 6.3 of the CofD is amended and restated in its entirety to read as follows:

6.3

Conversion Ratio. The “Conversion Ratio” for each share of Series C Non-Voting Preferred Stock shall

be 1,000 shares of Common Stock issuable upon the conversion (the “Conversion”) of each share of Series C Non-Voting

Preferred Stock, subject to adjustment as provided herein.

IN

WITNESS WHEREOF, the Company has caused this Certificate of Correction to be executed as of August 6, 2026.

By:

/s/

Dr. Lynn Kirkpatrick

Name:

Dr.

Lynn Kirkpatrick

Title:

Chief

Executive Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Ensysce

Biosciences Announces Acquisition of Cy Biopharma and up to $77 Million Private Financing

Acquisition

includes clinical-stage neuroplastogenic therapy with U.S. FDA Orphan Drug Designation for the treatment of Complex Regional Pain Syndrome

(CRPS)

Up

to $77 million in private financing consisting of $21.5 million in private placement financing at initial close plus $17.1 million of

Cy Biopharma’s cash and cash equivalents from a pre-acquisition convertible note financing and up to $38.6 million upon achievement

of clinical trial milestone

Pro

forma cash expected to fund CY200 through Phase 2 proof-of-concept data and into registrational development

SAN

DIEGO, CA, August 6, 2026 -- Ensysce Biosciences, Inc. (NASDAQ: ENSC) (“Ensysce” or the “Company”) today

announced it has completed the acquisition of Cy Biopharma, Inc. (“Cy Biopharma”), a privately held, clinical-stage biotechnology

company developing novel neuroplastogenic therapies beyond mood disorders, with an initial focus on complex pain. Concurrent with the

acquisition that brought in $17.1 million in cash from a pre-acquisition convertible note financing, Ensysce entered into a definitive

agreement for the sale of Series C non-voting convertible preferred stock (with a conversion ratio of preferred to common at 1:1,000)

(the “Series C Preferred Stock”) in a private placement financing, which is expected to result in gross proceeds to

the Company of approximately $21.5 million at the initial close before deducting placement agent fees and other offering and transaction

expenses, and includes up to a $38.6 million follow-on tranche that is expected to fund development of CY200 into 2028.

The

private placement financing was led by Ally Bridge Group and included participation from Perceptive Advisors, Dellora Investments, Ikarian

Capital and Adage Capital Partners, L.P.

The

proceeds from the investment will support the advancement of CY200 as a novel approach to treating CRPS Type 1, which has received U.S.

Food and Drug Administration (FDA) Orphan Drug Designation. The funds are expected to carry CY200 through key clinical milestones, including

topline data from a randomized Phase 2 clinical trial assessing the efficacy, safety and tolerability of CY200 for symptom alleviation

in participants with CRPS Type 1, and to prepare for registrational development. Importantly, the Company believes the Orphan Drug Designation

will provide critical regulatory and commercial advantages.

“Cy

Biopharma’s neuroplastogenic approach to complex pain was the most compelling opportunity we evaluated, and the Board of Directors

of Ensysce believes this acquisition represents a significant value creation opportunity for Ensysce stockholders. The clinical data

supporting CY200 and Cy Biopharma’s approach to treating the devastating condition of Complex Regional Pain Syndrome reinforced

our conviction for this program. The concurrent private placement financing was intentionally sized to support Cy Biopharma’s immediate

strategic objectives while maintaining financial discipline, and allow Cy Biopharma to progress its lead candidate in a pain market valued

over $1 billion for which there is currently no approved therapy. Concurrently, Ensysce intends to continue progressing PF614-MPAR, which

represents what we believe is a fundamentally new approach to opioid safety, through its PF614-MPAR-102 study with the financial support

of the National Institute on Drug Abuse,” said Dr. Lynn Kirkpatrick, Chief Executive Officer of Ensysce.

CRPS

is among the most severe chronic pain disorders, with few effective treatment options and significant physical, psychological and socioeconomic

burden. Cy Biopharma has developed therapies designed to address the underlying neurobiology of CRPS rather than simply managing symptoms.

Cy Biopharma’s development strategy combines rigorous clinical science with an efficient regulatory pathway intended to accelerate

the delivery of innovative therapies to patients with significant unmet medical need.

“Our

mission has always been straightforward: to develop a therapy capable of meaningfully changing the lives of patients living with Complex

Regional Pain Syndrome,” said James Morrison, Founder and Chief Executive Officer of Cy Biopharma. “This transaction provides

the capital, public market platform and strategic flexibility to help us execute that mission. We believe the upcoming Phase 2 topline

data for CY200 will demonstrate the potential of this approach for patients who today have no approved treatment option. Beyond CY-200,

our pipeline of differentiated new chemical entities is designed to increase stress resilience, strengthen descending pain control and

promote neuroplasticity. We believe we are entering the public markets at the point where clinical execution – not financing –

can be our primary near-term focus, and we are looking forward to an exciting second half of the year.”

Management

and Organization

Following

completion of the transaction, James Morrison, Founder and Chief Executive Officer of Cy Biopharma, will serve as President of the Company

and will join its Board of Directors.

About

the Acquisition and Private Placement Financing

The

acquisition is structured as a stock-for-stock merger, pursuant to which all outstanding equity interests of Cy Biopharma will be exchanged

based on a fixed exchange ratio for an aggregate of 282,122 shares of Series C Preferred Stock (representing 282,122,000 shares

on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations). Concurrent with the acquisition,

the Company entered into a definitive agreement for a private placement financing to raise an aggregate of approximately $43 million

in gross proceeds over two tranches, in which the investors will be issued an aggregate of 120,260 shares of Series C Preferred

Stock (representing 120,260,000 shares on an as-converted-to-common basis and without giving effect to any beneficial ownership limitations)

at a price of $321.79 per share (or $0.32179 per share on an as-converted basis) for the initial tranche of 66,811 shares of Series C

Preferred Stock, and a price of $402.24 per share (or $0.40224 per share on an as-converted basis) for the second tranche of up to 53,449

shares of Series C Preferred Stock (the “Milestone Closing”). The first tranche of the private placement is expected to close

on August 7, 2026, and the Milestone Closing will close subject to achievement of a clinical trial milestone. Concurrently, the Company

also resolved all existing contractual matters with a third party in exchange for the conversion of its outstanding Series B Preferred

Stock and warrants into common stock and Series C Preferred Stock, subject to beneficial ownership limitations. Subject to Company stockholder

approval in accordance with Nasdaq listing rules, each share of Series C Preferred Stock will automatically convert into 1,000 shares

of common stock, subject to beneficial ownership limitations. Following stockholder approval, ownership of the Company, on a fully diluted

basis not including any shares that may be issued in the Milestone Closing, will be approximately 74.94% for Cy Biopharma’s former

equityholders, approximately 7.57% for the Company and approximately 17.49% for new investors in the private placement with a combined

fully diluted equity value of approximately $122.9 million (excluding transaction fees).

The

acquisition was approved by the Board of Directors of the Company and the Board of Directors and stockholders of Cy Biopharma. The closings

of the acquisition and the private placement are not subject to the approval of the Company’s stockholders. The approval of the

Company’s stockholders is required, among other things, under Nasdaq listing rules in order for the Series C Preferred Stock to

be converted into shares of Company common stock, and the Company is required under the terms of the financing to hold a stockholder

meeting to obtain this vote.

Advisors

Troutman

Pepper Locke LLP served as legal counsel to Ensysce. Orrick, Herrington & Sutcliffe LLP served as legal counsel to Cy Biopharma.

Wedbush Securities Inc. served as the exclusive financial advisor to Cy Biopharma. Tungsten Advisors and H. C Wainwright & Co. served

as financial advisors to Ensysce.

Cantor

and UBS Investment Bank served as placement agents for the private placement financing. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,

P.C. served as legal counsel to the placement agents.

About

Ensysce Biosciences

Ensysce

Biosciences is a clinical-stage company with a goal of disrupting the analgesic landscape by introducing a new class of highly novel

opioids for the treatment of severe pain. Leveraging its Trypsin-Activated Abuse Protection (TAAP™) and Multi-Pill Abuse Resistance

(MPAR®) platforms, the Company is developing unique, tamper-proof treatment options for pain that minimize the risk of both drug

abuse and overdose. Ensysce’s products are anticipated to provide safer options to treat patients suffering from severe pain and

assist in preventing deaths caused by medication abuse. For more information, please visit www.ensysce.com.

About

Cy Biopharma

Cy

Biopharma is a clinical-stage biotechnology company developing novel neuroplastogenic therapies for severe chronic pain disorders. The

company is advancing innovative treatments designed to address the underlying mechanisms of Complex Regional Pain Syndrome with the goal

of delivering durable clinical benefit for patients with significant unmet medical need. For more information, please visit www.cybiopharma.com.

Forward-Looking

Statements

Statements

contained in this press release that are not purely historical may be deemed to be forward-looking statements for the purposes of the

safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. Without limiting

the foregoing, the use of words such as “may,” “intends,” “might,” “will,” “expect,”

“plan,” “possible,” “believe” and other similar expressions are intended to identify forward-looking

statements. All forward-looking statements are based upon management’s estimates and forecasts and reflect the current views, assumptions,

expectations and opinions of the Company as of the date hereof. All forward-looking statements are subject to risks and uncertainties

that may cause actual results to differ materially from those expected, including (i) possible Nasdaq delisting; (ii) failure to obtain

stockholder approval for the conversion of the Series C non-voting convertible preferred stock into shares of common stock of the combined

company; (iii) risks related to the combined company’s ability to manage its operating expenses and its expenses associated with

the acquisition; (iv) unexpected costs, charges or expenses resulting from the acquisition; (v) potential adverse reactions or changes

to business relationships resulting from the announcement or completion of the acquisition; (vi) the uncertainties associated with the

combined company’s product candidates, as well as risks associated with the clinical development and regulatory approval of product

candidates, including potential delays in the commencement and completion of clinical trials, studies and evaluations; (vii) risks related

to the inability of the combined company to obtain sufficient additional capital, including the continuation of government funding, to

continue to advance these or other product candidates; (viii) failure to achieve the clinical trial milestone for the Milestone Closing;

(ix) uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; (x)

risks related to the failure to realize any value from product candidates currently being developed and anticipated to be developed in

light of inherent risks and difficulties involved in successfully bringing product candidates to market; and (xi) risks associated with

the possible failure to realize certain anticipated benefits of the acquisition, including with respect to future financial and operating

results. These statements are also subject to risks and uncertainties described in Ensysce’s most recent annual report on Form

10-K and quarterly report on Form 10-Q and in other filings that it makes with the U.S. Securities and Exchange Commission (the “SEC”),

available at www.sec.gov. Any forward-looking statement speaks only as of the date on which it was made. Ensysce undertakes no obligation

to publicly update or revise any forward-looking statement, except as required under applicable law.

No

Offer or Solicitation; Important Information About the Acquisition and Where to Find It

This

press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect

of the acquisition and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company or Cy

Biopharma, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale

would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities

shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

The

Company expects to file a proxy statement with the SEC relating to the approval of the conversion of the Series C Preferred Stock and

other matters related to the conversion of the Series C Preferred Stock. The definitive proxy statement will be sent to all Company stockholders.

Before making any voting decision, investors and security holders of the Company are urged to read the proxy statement and all other

relevant documents filed or that will be filed with the SEC in connection with the approval of the conversion of the Series C Preferred

Stock and other matters related to the conversion of the Series C Preferred Stock as they become available because they will contain

important information. Stockholders will be able to obtain free copies of the proxy statement and all other relevant documents filed

or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.

Participants

in Solicitation

The

Company, Cy Biopharma, and their respective directors, executive officers and employees may be deemed to be participants in the solicitation

of proxies in respect of the acquisition. Information regarding the persons who may, under the rules of the SEC, be deemed participants

in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained

in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Ensysce

Biosciences Company Contact:

Lynn

Kirkpatrick, Ph.D.

Chief

Executive Officer

(858)

263-4196

Ensysce

Biosciences Investor Relations Contact:

Shannon

Devine

MZ

North America

Main:

203-741-8811

ENSC@mzgroup.us

Source:

Ensysce Biosciences Inc.

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Aug. 05, 2026

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On

August 6, 2026, Ensysce Biosciences, Inc., a Delaware corporation (“we,” “us,” “our,” or the “Company”),

filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Original 8-K”), which reported information

under Items 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 7.01 and 9.01 of Form 8-K. This Current Report on Form 8-K/A (i) files Exhibit 3.3, a

Certificate of Correction related to Exhibit 3.2 in the Original 8-K, (ii) files a corrected press release as Exhibit 99.1 and (iii)

corrects, from $100,000 to $200,000, a fee identified under Item 1.01 paid to Tungsten Partners LLC. This Current Report on Form 8-K/A

should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained

in the Original 8-K

Document Period End Date

Aug. 05, 2026

Entity File Number

001-38306

Entity Registrant Name

Ensysce

Biosciences, Inc.

Entity Central Index Key

0001716947

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration