Ensysce Biosciences Amends Series C Preferred Stock Terms

What Happened

• Ensysce Biosciences, Inc. (ENSC) filed a Certificate of Designation for its Series C Non‑Voting Convertible Preferred Stock on August 5, 2026 (with a correction on August 6, 2026). On September 25, 2026, the company filed an amendment to that Certificate of Designation that removes Section 6.5.3 and related references. Section 6.5.3 had allowed holders to redeem Series C shares for cash under certain post‑conversion‑approval delivery-failure circumstances. The amendment was effective upon filing.

Key Details

• Filing: Form 8-K reporting an amendment to the Certificate of Designation (filed Sept 25, 2026).
• Security: Series C Non‑Voting Convertible Preferred Stock, par value $0.0001 per share, convertible into common stock.
• Changed Term: Removal of Section 6.5.3, which allowed holders to redeem for cash if shares of common stock were not delivered after stockholder approval of conversion; redemption price was the then‑current fair value.
• Effective Date: The amendment became effective upon filing on September 25, 2026. The amendment is attached as Exhibit 3 to the Form 8-K.

Why It Matters

• For investors, this change removes a specific cash‑redemption remedy available to Series C preferred holders in the event of a delivery failure after conversion approval. That reduces the company’s potential cash exposure tied to that scenario.
• The amendment alters holder protections and could affect how conversions are treated administratively, but it does not itself change conversion mechanics or the existence of the Series C shares—only the specified redemption right was removed.