Ensysce Biosciences Reports Nasdaq Listing Notices, Cy Biopharma Deal Impact

What Happened

• Ensysce Biosciences (ENSC) filed an 8‑K reporting multiple Nasdaq notices dated May 21, Feb 25 and Aug 25, 2026 related to listing compliance. Nasdaq initially cited non‑compliance with the $2.5 million stockholders’ equity requirement (Rule 5550(b)(1)) as of March 31, 2026; Ensysce submitted a plan and Nasdaq later determined the company complies with Rule 5550(b)(1) but must evidence compliance in its next periodic SEC report.
• Nasdaq had also notified Ensysce on Feb 25, 2026 that its common stock had closed below $1.00 for 30 consecutive business days (Rule 5550(a)(2)); the original cure period expired Aug 24, 2026, and Nasdaq granted an additional 180 days, extending the deadline to Feb 22, 2027.
• Separately, after Ensysce’s Aug 5, 2026 acquisition of Cy Biopharma, Nasdaq notified the company that the transaction constitutes a Change of Control (Rule 5110(a)); the post‑transaction company must satisfy Nasdaq’s initial listing standards and complete the initial listing process before shareholder approval to convert preferred stock issued in the transaction, or trading could be suspended. Ensysce intends to submit an initial listing application.

Key Details

• Nasdaq Rule 5550(b)(1) (minimum $2.5M stockholders’ equity): initial non‑compliance noted May 21, 2026; Nasdaq later determined compliance but requires evidence in next periodic report.
• Nasdaq Rule 5550(a)(2) (minimum $1.00 bid price): cure period extended to Feb 22, 2027 (additional 180 days granted Aug 25, 2026).
• Acquisition date: Ensysce acquired Cy Biopharma on Aug 5, 2026; Nasdaq deemed the deal a Change of Control under Rule 5110(a).
• Potential consequence: failure to meet Nasdaq initial listing criteria post‑transaction could lead to suspension of trading; Ensysce plans to file an initial listing application.

Why It Matters

• These notices affect Ensysce’s Nasdaq listing status and create concrete near‑term compliance milestones investors should watch: the company must show equity compliance in its next SEC periodic report and regain a $1.00+ closing bid by Feb 22, 2027.
• The Cy Biopharma acquisition triggers additional Nasdaq review as a Change of Control, meaning the combined company must meet initial listing standards — if it cannot, trading could be suspended.
• Investors should monitor upcoming SEC filings (the next periodic report and any initial listing application), stock price performance, and disclosures about the preferred stock conversion tied to the Cy transaction.