UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 8, 2022, the Board of Ensysce Biosciences, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, appointed Lee Rauch to its Board of Directors (“Board”), effective immediately (the “New Director”). Ms. Rauch will serve as a Class I director for a term expiring at the Company’s annual general meeting of stockholders to be held in 2022, until her successor is duly elected and qualified or her earlier death, disqualification, resignation or removal. Our Board has determined that Ms. Rauch is an independent director under applicable SEC and Nasdaq rules. In connection with the appointment of Ms. Rauch to the Board, she has been appointed to serve on the Compensation Committee, effective immediately.
The New Director has entered into the Company’s standard indemnification agreement for directors and officers.
The New Director has been granted an option to purchase up to 20,000 shares of the Company’s common stock at an exercise price of $1.70 per share and will receive cash compensation at an annual rate of $7,500, prorated for the period of service on the Board through the 2022 annual general meeting of stockholders.
Item 7.01. Regulation FD Disclosure.
On February 8, 2022, the Company issued a press release announcing the appointment of Lee Rauch as a director, a copy of which is furnished as Exhibit 99.1 hereto.
The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release Announcing Appointment of Lee Rauch as a Director, dated February 8, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: February 8, 2022
| Ensysce Biosciences, Inc. | ||
| By: | /s/ Lynn Kirkpatrick | |
| Name: | Dr. Lynn Kirkpatrick | |
| Title: | President and Chief Executive Officer | |
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