Ensysce Biosciences Inc.

01/08/2026 | Press release | Distributed by Public on 01/08/2026 16:15

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of stockholders of Ensysce Biosciences, Inc. ("Ensysce" or the "Company") was held on January 7, 2026 (the "Annual Meeting").

(b) Five proposals were included in the proxy material disseminated to Company stockholders. The fifth proposal was not submitted to a vote at the Annual Meeting. The fifth proposal gave discretion to the Company to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if votes for one or more of the other four proposals were insufficient to approve one or more of those proposals.

1. The stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock and exercise of warrants for common stock issued by the Company to an investor:

For Against Abstentions Broker Non-Votes
541,882 195,475 1,970 1,030,540

2. The stockholders approved the amendment of the Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan to increase the aggregate number of shares of the Company's common stock that may be issued under the plan from 121,457 shares to 721,457 shares by the following vote:

For Against Abstentions Broker Non-Votes
439,446 297,044 2,837 1,030,540

3. The stockholders elected the Company's two Class I Directors, with terms expiring at the 2028 annual meeting:

Name For Against Broker Non-Votes
William Chang 518,597 220,730 1,030,540
Lee Rauch 516,907 222,420 1,030,540

4. The stockholders ratified the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025:

For Against Abstentions
1,659,662 105,399 4,806
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