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Ensysce Biosciences (ENSC) investor relations material
Ensysce Biosciences Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary2 Dec, 2025
Executive summary
Annual Meeting scheduled for December 23, 2025, to be held virtually, with record date set as October 29, 2025.
Key proposals include approval of securities issuance, incentive plan amendment, director elections, auditor ratification, and potential adjournment for further proxy solicitation.
Board recommends voting “FOR” all proposals, citing capital needs, competitive compensation, and governance best practices.
Voting matters and shareholder proposals
Proposal 1 seeks approval for full issuance of common stock and warrants to an investor, potentially increasing outstanding shares by over 20% and diluting current shareholders.
Proposal 2 requests an increase in shares available under the 2021 Omnibus Incentive Plan from 121,457 to 721,457.
Proposal 3 involves electing two Class I directors for terms expiring at the 2028 Annual Meeting.
Proposal 4 is to ratify Baker Tilly US, LLP as the independent registered public accounting firm for 2025.
Proposal 5 allows adjournment of the meeting to solicit additional proxies if needed.
Board of directors and corporate governance
Board will reduce from eight to seven members due to a director retirement, maintaining three classes of staggered terms.
Majority of directors are independent under Nasdaq rules; board committees include audit, compensation, and nominating/governance.
Board leadership separates CEO and Chair roles, with guidelines for governance, succession planning, and board evaluations.
What is the operational impact of not approving Proposal 1?
Address high average option exercise price
What is the strategic purpose of the EBIR entity?
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Next Ensysce Biosciences earnings date
Q4 202510 Mar, 2026
Next Ensysce Biosciences earnings date
Q4 202510 Mar, 2026
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Frequently asked questions
Ensysce Biosciences Inc. is a clinical-stage pharmaceutical company focused on developing innovative drug delivery technologies aimed at improving safety in pain management. The company is known for its development of two proprietary platforms: the Trypsin Activated Abuse Protection (TAAP) and Multi-Pill Abuse Resistance (MPAR). These platforms are designed to reduce the risks associated with prescription opioid misuse, abuse, and overdose by enhancing the safety of oral drug delivery. Ensysce's product pipeline includes prodrug technologies that aim to provide effective pain relief while mitigating the potential for abuse and overdose. The company is headquartered in La Jolla, California, and its shares are listed on the NASDAQ under the ticker symbol ENSC.
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