Current Report Filing (8-k)
December 16 2022 - 5:11PM
Edgar (US Regulatory)
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2022-12-16
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2022-12-16
2022-12-16
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2022-12-16
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 16, 2022 (December 14, 2022)
Ensysce
Biosciences, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38306 |
|
82-2755287 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
7946
Ivanhoe Avenue, Suite 201
La
Jolla, California |
|
92037 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(858)
263-4196
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, par value
$0.0001 per share |
|
ENSC |
|
The Nasdaq Stock Market
LLC |
Warrants to purchase
one share of Common Stock |
|
ENSCW |
|
OTC Pink Open Market |
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing
On
December 14, 2022, Ensysce Biosciences Inc. (the “Company”) received a notice of a determination (the “Notice”)
by the staff of the Nasdaq Listing Qualifications Department within The Nasdaq Stock Market LLC (“Nasdaq”).
The Notice references the Nasdaq letter sent to the Company, dated June 16, 2022 (the “June 16th Notice”).
The June 16th Notice stated that the Company’s Minimum Value of Listed Securities (“MVLS”) for the
preceding 30 consecutive business days was below the minimum of $35 million required for continued listing on The Nasdaq Capital
Market pursuant to Nasdaq listing rule 5550(b)(2) and that the Company had until December 13, 2022, to regain compliance.
The
Notice states that the Company has not regained compliance with the MVLS requirement
within the period provided and that the securities of the Company would be subject to
delisting unless the Company timely requests a hearing before a Nasdaq Hearings Panel
(the “Panel”). Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will
automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period
granted by the Panel following the hearing. In that regard, the Panel has the authority to grant an additional extension period not to exceed June 12, 2023.
Notwithstanding
the foregoing, there can be no assurance that the
Company will be granted more time to attempt to comply with the MVLS requirement or be able to regain or maintain compliance with
Nasdaq listing standards.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No. |
|
Description |
104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
December 16, 2022
|
Ensysce Biosciences, Inc. |
|
|
|
|
By: |
/s/ Lynn
Kirkpatrick |
|
Name: |
Dr. Lynn Kirkpatrick |
|
Title: |
President and Chief Executive Officer |
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