Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 28, 2023, Ensysce Biosciences, Inc. (the “Company” or “we” or “our”) filed an amendment to
the Company’s Third Amended and Restated Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”),
with the Secretary of State of the State of Delaware to effect a one-for-twelve (1-for-12) reverse stock split (the “Reverse Stock
Split”) of our common stock, par value $0.0001 (the “Common Stock”). The Reverse Stock Split will be effective as of
12:01 am on March 31, 2023 (the “Effective Time”).
As
previously described in detail in our definitive proxy statement filed with the Securities and Exchange Commission on February 24, 2023,
the Company held a special meeting of stockholders on March 23, 2023, at which meeting the stockholders approved an amendment of our
Certificate of Incorporation to effect a reverse stock split of our Common Stock at a ratio of not less than 1-for-5 and not more than
1-for-12 and authorized our board of directors to effect a reverse stock split with the exact ratio to be determined in the Board of
Directors (“Board”) discretion. The Board thereafter authorized a 1-for-12 reverse stock split ratio and directed the implementation
of the Reverse Stock Split.
As
a result of the Reverse Stock Split, at the Effective Time, every twelve (12) shares of our pre-Reverse Stock Split Common Stock will
be combined and reclassified into one (1) share of our Common Stock. Our post-Reverse Stock Split Common Stock will begin trading on
March 31, 2023 with a new CUSIP number of 293602405. The Reverse Stock Split does not affect any stockholder’s ownership percentage
of the Common Stock and does not change our authorized number of shares, alter the par value of the Common Stock or modify any voting
rights or other terms of the Common Stock
At
the Effective Time, the exercise prices and the number of shares of Common Stock issuable upon exercise of the Company’s warrants
will automatically be adjusted, in accordance with their terms, in proportion to the Reverse Stock Split ratio.
As
of the Effective Time, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon
the exercise or vesting of all stock options and restricted stock unit awards issued by the Company and outstanding immediately prior
to the effective time of the Reverse Stock Split, which will result in a proportionate decrease in the number of shares of Common Stock
reserved for issuance upon exercise or vesting of such stock options and restricted stock unit awards, and a proportionate increase in
the exercise price of all such stock options and restricted stock unit awards. Concurrently, the number of shares reserved for issuance
under the Company’s Amended and Restated 2021 Omnibus Incentive Plan immediately prior to the effective time of the Reverse Stock
Split will be reduced proportionately.
No
fractional shares will be issued in connection with the Reverse Stock Split. In lieu of the issuance of fractional shares, holders of
record will be entitled to receive cash (without interest) equal to such fraction multiplied by the average of the closing sales prices
of Common Stock on the Nasdaq Stock Market for the five consecutive trading days immediately preceding the effective date of the Reverse
Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split).
Our
transfer agent, Continental Stock Transfer & Trust Company, is acting as agent for the Reverse Stock Split. Stockholders who hold
their shares in brokerage accounts or in “street name” will not be required to take any action to effect the exchange of
their shares.
In
connection with the Reverse Stock Split, all shares of our Series A Preferred Stock, $0.0001 par value per share (the “Preferred
Stock”), are being redeemed in accordance with their terms.
A
copy of the Certificate of Amendment of our Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated herein by reference.