Ensysce Biosciences (ENSC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 23, 2025, to be held virtually, with record date set as October 29, 2025.

• Key proposals include approval of securities issuance, incentive plan amendment, director elections, auditor ratification, and potential adjournment for further proxy solicitation.

• Board recommends voting “FOR” all proposals, citing capital needs, competitive compensation, and governance best practices.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for full issuance of common stock and warrants to an investor, potentially increasing outstanding shares by over 20% and diluting current shareholders.

• Proposal 2 requests an increase in shares available under the 2021 Omnibus Incentive Plan from 121,457 to 721,457.

• Proposal 3 involves electing two Class I directors for terms expiring at the 2028 Annual Meeting.

• Proposal 4 is to ratify Baker Tilly US, LLP as the independent registered public accounting firm for 2025.

• Proposal 5 allows adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board will reduce from eight to seven members due to a director retirement, maintaining three classes of staggered terms.

• Majority of directors are independent under Nasdaq rules; board committees include audit, compensation, and nominating/governance.

• Board leadership separates CEO and Chair roles, with guidelines for governance, succession planning, and board evaluations.