Ensysce Biosciences Inc.

11/21/2024 | Press release | Distributed by Public on 11/21/2024 15:16

Proxy Results Form 8 K

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 November 21, 2024 (the "Annual Meeting").

(b) Five proposals were included in the proxy material disseminated to Company stockholders. The fifth proposal was not submitted to a vote at the Annual Meeting. The fifth proposal gave discretion to the Company to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if votes for one or more of the other four proposals were insufficient to approve one or more of those proposals.

1. The stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock and exercise of warrants for common stock issued by the Company to certain investors:

For Against Abstentions Broker Non-Votes
3,102,053 210,141 180,836 3,995,063

2. The stockholders approved 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-ten and not more than one-for-forty, with the exact ratio to be set within this range by the Board in its sole discretion:

For Against Abstentions
4,561,369 1,989,571 937,153

3. The stockholders elected the Company's three Class III Directors, with terms expiring in 2027:

Name For Against Abstentions Broker Non-Votes
Dr. Lynn Kirkpatrick 2,070,878 117,020 1,305,132 3,995,063
Dr. Adam Levin 2,074,924 118,828 1,299,278 3,995,063
Mr. Steve Martin 2,066,530 127,247 1,299,253 3,995,063

4. 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, 2024:

For Against Abstentions
5,978,860 259,207 1,250,026