Ensysce Biosciences (ENSC) investor relations material

Executive summary

• Annual meeting scheduled virtually for Dec. 23, 2026; the Board recommends voting FOR Proposals 1–9 and a three-year say-on-pay frequency.

• The Aug. 5, 2026 Cy acquisition issued former Cy holders 282,122 Series C preferred shares, each convertible into 1,000 common shares subject to conditions; the merger was paired with a $21.5 million initial PIPE closing.

• A further $21.5 million PIPE tranche and $8.9 million for certain former Cy holders depend on achievement of a clinical-trial milestone.

• H.C. Wainwright concluded the merger consideration was fair to Ensysce from a financial point of view; its opinion was for the Board, was not a voting recommendation, and relied on supplied information without independent verification.

Voting matters and shareholder proposals

• Proposal 1 seeks Nasdaq-required approval to issue up to 358,292,000 common shares upon Series C conversion; conversion could substantially dilute existing holders, while rejection risks delisting and requires renewed votes every six months.

• Proposal 2 authorizes a 1-for-10 to 1-for-30 reverse split at Board discretion, targeted to take effect before Feb. 8, 2027; the Board anticipates a post-split price target of $7–$11.

• Proposal 3 seeks to raise authorized common shares from 250 million to 500 million, subject to approval and implementation of the reverse split; the Board retains discretion on whether and when to implement it.

• Proposal 4 would increase the post-split incentive-plan reserve to 1.5 million shares, subject to a cap of 7.5% of outstanding common shares plus permitted annual increases; Proposals 5–8 cover two director elections, say-on-pay, say-on-pay frequency, and auditor ratification.

• Proposal 9 permits adjournment to implement the split, obtain Nasdaq listing approval, or seek additional proxies; the Board recommends a three-year interval for future say-on-pay votes.

Board of directors and corporate governance

• The six-member Board is divided into three classes; Will Chang plans to leave after the meeting, after which the Board expects five members and will consider a replacement and class composition.

• Bob Gower and James Morrison are the two Class II nominees, standing for terms through the 2029 annual meeting; Morrison joined as President and director after the August 2026 merger.

• The Board separates Chair and CEO roles; the Chair is independent, and the Board may revisit the structure based on future circumstances.

• Audit, Compensation, and Nominating and Corporate Governance committees oversee financial reporting, executive pay, director nominations, and governance matters; the Board found four directors independent under Nasdaq rules.