Ensysce Biosciences, Inc. 8-K

What Happened
Ensysce Biosciences, Inc. filed an 8‑K reporting the results of its annual meeting held on January 7, 2026. Stockholders approved (1) the full issuance of common shares and the exercise of warrants related to an investor transaction for purposes of complying with Nasdaq Listing Rule 5635(d); (2) an amendment to the 2021 Omnibus Incentive Plan increasing the share reserve; (3) election of two Class I directors (William Chang and Lee Rauch); and (4) ratification of Baker Tilly US, LLP as the Company’s independent registered public accounting firm. A fifth proxy proposal (to permit adjournment to solicit additional proxies) was included in the proxy materials but was not submitted to a vote.

Key Details

• Annual meeting date: January 7, 2026; one proposal (adjournment authority) was not voted.
• Nasdaq-related approval (Proposal 1) vote: For 541,882; Against 195,475; Abstentions 1,970; Broker Non-Votes 1,030,540.
• Omnibus plan increase (Proposal 2): increases authorized shares under the Ensysce Amended & Restated 2021 Omnibus Incentive Plan from 121,457 to 721,457; vote: For 439,446; Against 297,044; Abstentions 2,837; Broker Non-Votes 1,030,540.
• Directors elected (Proposal 3): William Chang (For 518,597; Against 220,730); Lee Rauch (For 516,907; Against 222,420); both had 1,030,540 broker non‑votes.
• Auditor ratification (Proposal 4): Baker Tilly ratified with votes For 1,659,662; Against 105,399; Abstentions 4,806.

Why It Matters
These shareholder approvals clear the way for the company to complete the specified investor share issuances and warrant exercises (a Nasdaq approval requirement), and substantially expand the pool of shares available for employee and director awards (from 121,457 to 721,457), which can affect the company’s fully diluted share count. The re-election of Class I directors maintains board continuity, and ratification of the auditor confirms the firm that will audit fiscal 2025 results. Investors should note the specific vote tallies and the increased authorized share reserve when assessing potential share count changes and governance continuity.