UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 17, 2024, Ensysce Biosciences, Inc. (the “Company” or “we”) amended its bylaws, effective November 1, 2024, to reduce the number of shares needed to constitute a quorum at meetings of stockholders from a majority of the total votes entitled to be cast to 1/3rd of the total votes entitled to be cast.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.2(b) | Amendment, effective November 1, 2024, to Amended and Restated Bylaws of Ensysce Biosciences, Inc. | |
| 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: October 18, 2024
| Ensysce Biosciences, Inc. | ||
| By: | /s/ Lynn Kirkpatrick | |
| Name: | Dr. Lynn Kirkpatrick | |
| Title: | President and Chief Executive Officer | |
| 3 |
Exhibit 3.2(b)
AMENDMENT TO THE AMENDED AND RESTATED BYLAWS
OF
ENSYSCE BIOSCIENCES, INC.
(as amended November 1, 2024)
Section 1.5 is deleted in its entirety and replaced with the following:
Section 1.5. Quorum.
At any meeting of the stockholders, the holders of shares of capital stock of the Corporation entitled to cast 1/3rd of the total votes entitled to be cast by the holders of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number is required by applicable law or the Certificate of Incorporation. If a separate vote by one or more classes or series is required, the holders of shares entitled to cast 1/3rd of the total votes entitled to be cast by the holders of the shares of the class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. A quorum, once established, shall not be deemed to cease to exist due to the subsequent withdrawal prior to the closing of the meeting of the Corporation’s voting shares that would result in less than a quorum remaining present in person or by proxy at such meeting. For the purposes of the immediately preceding sentence, an adjournment of a meeting shall not constitute the closing of such meeting.
If a quorum shall fail to attend any meeting, the chairperson of the meeting may adjourn the meeting to another place, if any, date and time. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.
Cover |
Oct. 18, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 18, 2024 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-38306 |
| Entity Registrant Name | Ensysce Biosciences, Inc. |
| Entity Central Index Key | 0001716947 |
| Entity Tax Identification Number | 82-2755287 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 7946 Ivanhoe Avenue |
| Entity Address, Address Line Two | Suite 201 |
| Entity Address, City or Town | La Jolla |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92037 |
| City Area Code | (858) |
| Local Phone Number | 263-4196 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | ENSC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |