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) The annual meeting of stockholders of Ensysce Biosciences, Inc. (“Ensysce” or the “Company”) was held on August 24, 2023 (the “Annual Meeting”).
(b) Three proposals were submitted to the Company’s stockholders.
1. The stockholders elected the Company’s two Class II Directors, with terms expiring in 2026:
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||
| Bob Gower | 222,281.08 | 20,963 | 10,655 | 1,484,119 | ||||||||||||
| Curtis Rosebraugh | 223,255.08 | 11,605 | 9,039 | 1,484,119 | ||||||||||||
A quorum being present, the votes properly cast “FOR” each nominee’s election exceeded the votes properly cast “AGAINST” such nominee’s election (with “ABSTENTIONS” and broker non-votes not counted as votes cast either “FOR” or “AGAINST”).
2. The stockholders approved the amendment of the Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan to increase the aggregate number of shares of the Company’s common stock that may be issued under the plan from 31,296 shares to 617,092 shares by the following vote:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
| 202,246.08 | 50,153 | 1,500 | 1,484,119 | |||||||||
A quorum being present, votes properly cast “FOR” the proposal constituted a majority of votes cast on the matter, with “ABSTENTIONS” and broker non-votes not counted as votes cast either “FOR” or “AGAINST”.
3. The stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
| For | Against | Abstentions | Broker Non-Votes | |||||||||
| 1,631,139.08 | 16,004 | 90,875 | 0 | |||||||||
A quorum being present, votes properly cast “FOR” the proposal constituted a majority of votes cast on the matter, with “ABSTENTIONS” and broker non-votes not counted as votes cast either “FOR” or “AGAINST”.
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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: August 28, 2023
| Ensysce Biosciences, Inc. | ||
| By: | /s/ Lynn Kirkpatrick | |
| Name: | Dr. Lynn Kirkpatrick | |
| Title: | President and Chief Executive Officer | |
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