Ensysce Biosciences, Inc. 8K

Ensysce Biosciences completed a two-step merger to acquire Cy Biopharma, issuing convertible preferred stock (supported by a concurrent PIPE financing) as consideration in a tax-free reorganization, making Cy Biopharma a wholly owned subsidiary.

On August 5, 2026, Ensysce Biosciences, Inc., a Delaware corporation, entered into and simultaneously closed an Agreement and Plan of Merger with two wholly owned merger subsidiaries and Cy Biopharma, Inc., pursuant to which Ensysce effected a two-step merger structure in which Cy Biopharma first merged with a corporate merger sub and then into an LLC merger sub, becoming a wholly owned subsidiary (Cy Biopharma, LLC) of Ensysce. As consideration, Ensysce agreed to issue an aggregate of 228,923 shares of newly created Parent Convertible Preferred Stock to Cy Biopharma stockholders (plus 53,199 additional preferred shares upon conversion of Cy Biopharma convertible notes), each preferred share being convertible into 1,000 shares of Ensysce common stock subject to subsequent stockholder approval under Nasdaq rules, with the transaction intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. The boards and requisite stockholders of all entities approved the transaction, support and lock-up agreements were executed by key holders on both sides, a PIPE financing for Ensysce preferred stock was arranged concurrently via a Securities Purchase Agreement with PIPE investors, and Ensysce agreed to file a Certificate of Designation for the convertible preferred stock and to seek stockholder approval for the conversion of the preferred into common stock.

Filing Facts

CIK

1716947

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-036268

Alert Tier

8