Ensysce Biosciences Announces Merger with Cy Biopharma; Issues Series C Preferred

What Happened

• Ensysce Biosciences (ENSC) announced on Aug 5, 2026 that it completed a merger to acquire Cy Biopharma, Inc. under an Agreement and Plan of Merger. The transaction was structured as two back-to-back mergers intended to qualify as a tax‑free reorganization for U.S. federal income tax purposes.
• As merger consideration, the Company issued 282,122 shares of newly created Series C Non‑Voting Convertible Preferred Stock on closing. Each Series C share is convertible into 1,000 shares of Ensysce common stock, subject to the conversion terms in the Series C Certificate of Designation filed Aug 5, 2026. A separate issuance of 2,175.368 shares of Series C Preferred was made to satisfy a contractual obligation (the “Galephar Transaction”).
• The Company also issued Common Stock and Series C Preferred to a holder identified as 3i under an OATA as consideration related to the merger, and issued or will issue PIPE securities under a Securities Purchase Agreement to accredited investors. These issuances relied on exemptions from Securities Act registration (Section 3(a)(9) and Section 4(a)(2), as applicable).

Key Details

• Closing date of merger: August 5, 2026.
• Series C issued at closing: 282,122 shares; conversion ratio: 1 Series C → 1,000 common shares.
• Additional Series C issued: 2,175.368 shares (Galephar Transaction).
• Corporate filings: Certificate of Elimination filed Aug 5, 2026 eliminating the prior Series B Preferred (no Series B shares outstanding) and Certificate of Designation filed for Series C.
• Management changes: Lynn Kirkpatrick resigned as President effective at closing but remains CEO until stockholder approval of related meeting proposals; James Morrison (founder of Cy) was appointed President and director effective at closing and is slated to become CEO upon stockholder approval.

Why It Matters

• The merger brings Cy Biopharma into Ensysce and adds a large convertible preferred issuance that could materially increase the number of Ensysce common shares outstanding if converted (each Series C converts into 1,000 common shares). Investors should note the potential dilution implications and that the Series C is non‑voting as designated.
• Management changes may affect company strategy: the founder of Cy, James Morrison, will lead operations as President now and as CEO following stockholder approval, while the current CEO remains in place until those approvals.
• Securities issued in the transactions were not registered for public resale and were issued under statutory exemptions—investors should be aware these shares and PIPE securities are subject to resale restrictions until registered or an exemption applies.

Press release and corporate presentation were furnished by the company on Aug 6, 2026.