UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) A special meeting of stockholders of Ensysce Biosciences, Inc. (“Ensysce” or the “Company”) was held on March 23, 2023 (the “Special Meeting”).
(b) The Company solicited votes on three proposals. The quorum requirement for the first and third proposals was different from the quorum requirement for the second proposal. The quorum having been met for the first and third proposals, the first proposal was submitted to a vote of the Company’s stockholders with the final voting results for that proposal set forth below. The second proposal did not have votes sufficient to constitute a quorum and was, therefore, not submitted to a vote. The third proposal, relating to adjournment, was not submitted to a vote because it was not deemed necessary.
1. Proposal to approve an amendment to the Company’s Certificate of Incorporation to authorize the Company’s Board of Directors to combine outstanding shares of the Company’s common stock into a lesser number of outstanding shares, a “Reverse Stock Split,” by a ratio of not less than one-for-five and not more than one-for-twelve, with the exact ratio to be set within this range by the Board in its sole discretion, in the form attached as Annex A to this Proxy Statement (the “Reverse Split Proposal”):
| For | Against | Abstentions | ||||||
| 2,836,326,468 | 280,656,829 | 19,762,315 | ||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: March 24, 2023
| Ensysce Biosciences, Inc. | ||
| By: | /s/ Lynn Kirkpatrick | |
| Name: | Dr. Lynn Kirkpatrick | |
| Title: | President and Chief Executive Officer | |
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