Ensysce Biosciences (ENSC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 23, 2025, adjourned to January 7, 2026, due to lack of quorum.

• Meeting to be held virtually, with voting available online, by mail, or at the meeting.

• Proxy materials and instructions provided to all stockholders.

Voting matters and shareholder proposals

• Approval sought for full issuance and exercise of warrants for common stock to an investor, per Nasdaq Rule 5635(d).

• Proposal to amend the 2021 Omnibus Incentive Plan, increasing issuable shares from 121,457 to 721,457.

• Election of two Class I directors to serve until the 2028 Annual Meeting.

• Ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Proposal to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board recommends voting "FOR" all proposals and director nominees.

• Director nominees are William Chang and Lee Rauch.