Ensysce Biosciences (ENSC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 21, 2024, to be held virtually, with record date set as October 7, 2024.

• Key proposals include approval of share issuances, a reverse stock split, director elections, bylaw amendments, auditor ratification, and potential adjournment for further proxy solicitation.

• Board recommends voting “FOR” all proposals, citing capital needs, Nasdaq compliance, and governance improvements.

Voting matters and shareholder proposals

• Proposal 1: Approve full issuance of shares and exercise of warrants to certain investors, complying with Nasdaq Listing Rule 5635(d).

• Proposal 2: Approve a reverse stock split at a ratio between 1-for-10 and 1-for-40, with the exact ratio set by the Board.

• Proposal 3: Elect three Class III directors to serve until the 2027 annual meeting.

• Proposal 4: Amend bylaws to reduce quorum for shareholder meetings from a majority to one-third of outstanding shares.

• Proposal 5: Ratify Moss Adams LLP as independent auditor for fiscal year 2024.

• Proposal 6: Approve adjournment of the meeting if additional proxy solicitation is needed.

Board of directors and corporate governance

• Board consists of eight directors divided into three classes, with a majority deemed independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, each with written charters.

• Board leadership structure separates CEO and Chair roles; regular board and committee evaluations are conducted.

• Board diversity matrix: 2 female, 6 male directors; majority White, with representation from Asian backgrounds.