UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-38306

ENSYSCE BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		82-2755287
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7946 Ivanhoe Avenue, Suite 201 La Jolla, California		92037
(Address of principal executive offices)		(Zip Code)

(858) 263-4196

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ENSC		The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Registrant had 19,456,794 shares of common stock outstanding as of August 12, 2026.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or the negative of these terms or other similar expressions intended to identify statements about the future. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements include, without limitation, statements about:

	●	the risk that our common stock will be delisted from Nasdaq if we are not able to maintain compliance with applicable listing standards;

	●	our estimates regarding expenses, revenue, capital requirements and timing and availability of and the need for additional financing will almost certainly not match actual amounts and timing;

	●	our ability to continue as a going concern for the next twelve months;

	●	the dilutive effect of recent financing transactions which may negatively affect our stock price;

	●	the risk that our lead product candidate PF614 and PF614-MPAR may not be successful in limiting or impeding abuse, overdose, or misuse or providing additional safety upon commercialization;

	●	reliance by us on third-party contract research organizations, or CROs, for our research and development activities and clinical trials;

	●	the need for substantial additional funding to complete the development and commercialization of our product candidates;

	●	the risk that our clinical trials may fail to replicate positive results from earlier preclinical studies or clinical trials conducted by us or third parties;

	●	the risk that the potential product candidates that we develop may not progress through clinical development or receive required regulatory approvals within expected timelines or at all;

	●	the risk that clinical trials may not confirm any safety, potency, or other product characteristics described or assumed in this Quarterly Report on Form 10-Q;

	●	the risk that we will be unable to successfully market or gain market acceptance of our product candidates;

	●	the risk that our product candidates may not be beneficial to patients or successfully commercialized;

	●	the risk that we have overestimated the size of the target market, patients’ willingness to try new therapies, and the willingness of physicians to prescribe these therapies;

	●	effects of competition;

	●	the risk that third parties on which we depend for laboratory, clinical development, manufacturing, and other critical services will fail to perform satisfactorily;

	●	the risk that our business, operations, clinical development plans and timelines, and supply chain could be adversely affected by the effects of health epidemics

	●	the risk that we will be unable to obtain and maintain sufficient intellectual property protection for its investigational products or will infringe the intellectual property protection of others;

	●	the loss of key members of our management team;

	●	changes in our regulatory environment;

	●	the ability to attract and retain key scientific, medical, commercial, or management personnel;

	●	changes in our industry;

	●	our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting;

	●	other factors disclosed in this Quarterly Report on Form 10-Q; and

	●	other factors beyond our control.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on Ensysce’s current expectations and beliefs concerning future developments and their potential effects on Ensysce. There can be no assurance that future developments affecting Ensysce will be those that Ensysce has anticipated. These forward-looking statements involve risks, uncertainties (some of which are beyond Ensysce’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Moreover, the occurrence of the events described in the “Risk Factors” in our Annual Report on Form 10-K may adversely affect Ensysce. Ensysce will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

GLOSSARY

Definitions:

2021 Omnibus Incentive Plan		Ensysce Biosciences, Inc. Amended and Restated 2021 Omnibus Incentive Plan (“Plan”)

2023 Notes		The senior secured convertible promissory notes in the aggregate original principal amount of $1.8 million, sold in two closings on October 25, 2023, and November 28, 2023, respectively, pursuant to the Securities Purchase Agreement entered into on October 23, 2023

2024 February Warrant Inducement		The Company’s February 2024 transaction including the cash exercise of certain existing warrants at a reduced price and the issuance of new warrants

2024 August Warrant Inducement		The Company’s August 2024 transaction including the cash exercise of certain existing warrants at a reduced price and the issuance of new warrants

August Inducement Letter		Inducement offer letter entered into with certain holders of existing warrants to purchase 480,234 shares of the Company’s common stock (issued in February of 2024) to reduce the exercise price from $15.90 per share to $7.05 per share. The Company also agreed to amend certain existing warrants to purchase up to an aggregate of 133,334 shares of common stock that were previously issued in November 2023 and had an exercise price of $23.51 per share such that the amended warrants have a reduced exercise price of $7.05 per share.

2025 Registered Direct Offering		A definitive Securities Purchase Agreement with certain institutional investors, pursuant to which the Company agreed to issue and sell in a registered direct offering shares of common stock and pre-funded warrants for an aggregate amount of $1.1 million.

2025 March Warrant Offering		An agreement by the Company to issue and sell unregistered warrants of Common Stock, Series A-5, and Series A-6 warrants to purchase shares of Common Stock

2025 April Warrant Inducement		The Company’s April 2025 Inducement offer letter entered into with certain holders of existing warrants to purchase 630,376 shares of the Company’s common stock (issued in March of 2025) and the issuance of new warrants exercisable for an aggregate of up to 1,260,752 shares of common stock with an exercise price of $1.90 per share.

CMOs		Contract manufacturing organizations

Company		Ensysce Biosciences, Inc. and its consolidated subsidiaries

Covistat		A subsidiary renamed EBIR, Inc.

CROs		Contract research organizations

EB		Ensysce Biosciences, Inc. prior to its merger with Signature Acquisition Corp. pursuant to the EB-ST Agreement.

iii

EBIR		Previously known as Covistat, Inc., EBIR, Inc. is a clinical stage pharmaceutical company that is developing a compound utilized in the Company’s overdose protection program for the treatment of COVID-19 and 79.2%-owned subsidiary of the Company

EB-ST Agreement		Agreement and Plan of Merger, dated as of December 28, 2015, by and among Signature, SAQ, and EB

Ensysce		Ensysce Biosciences, Inc.

Exchange Act		Securities Exchange Act of 1934, as amended

FDA		United States Food and Drug Administration

GAAP		Generally Accepted Accounting Principles in the United States of America

JOBS Act		Jumpstart Our Business Startups Act of 2012

MPAR Grant		Research and development grant related to the development of its MPAR^® overdose prevention technology initially awarded to the Company by NIH through NIDA in September 2018, with a second award effective September 2024

Nasdaq		The Nasdaq Stock Market LLC

NIDA		National Institute of Drug Abuse

NIH		National Institutes of Health

OUD Grant		Research and development grant related to the development of its TAAP/MPAR^® abuse deterrent technology for Opioid Use Disorder awarded to the Company by NIH/NIDA in September 2019

Registered Direct Offering		August 2024 registered direct offering of common stock (236,880 shares), private placement warrants (to purchase up to 473,760 shares) and the cash exercise of certain existing warrants (480,234 warrant shares) at a reduced price and the issuance of new warrants (to purchase up to 1,440,701 shares).

SEC		U.S. Securities and Exchange Commission

Securities Act		Securities Act of 1933, as amended

Securities Purchase Agreement		The Securities Purchase Agreement, in September 2021, June 2022, October 2023, August 2024, or March 2025, as the context dictates, by and between Ensysce and the institutional investors party thereto

Series B Preferred Stock Financing		The Company’s November 2025 financing transaction of a registered direct offering and concurrent private placement, involving the issuance of 4,000 shares of convertible Series B Preferred Stock and 992,000 equity classified warrants of which 880,000 warrants were issued to certain institutional investors and 112,000 warrants to the placement agent. In April 2026, the Company completed an additional financing transaction under the same arrangement, involving the issuance of 2,000 shares of convertible Series B Preferred Stock. The transaction also included the issuance of 8,989,091 equity classified warrants, of which 8,727,273 warrants were issued to certain institutional investors and 261,818 warrants to the placement agent.

TAAP		Trypsin Activated Abuse Protection

Table of Contents

		Page

	Forward-Looking Statements	i
	Glossary	iii

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	3
	Consolidated Statements of Cash Flows	4
	Notes to Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31

PART II.	OTHER INFORMATION	32

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	32
Signatures		33

Ensysce Biosciences, Inc.

Consolidated Balance Sheets

(Unaudited)

	June 30, 2026 (Unaudited)			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	676,704		$	4,310,354
Unbilled receivable		416,811			420,345
Prepaid expenses and other current assets		1,752,695			2,514,319
Total current assets		2,846,210			7,245,018
Property and equipment, net		111,063			124,129
Other assets		-			83,332
Total assets	$	2,957,273		$	7,452,479
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	1,977,629		$	3,267,610
Accrued expenses and other liabilities		1,893,635			993,411
Notes payable and accrued interest		196,842			306,708
Total current liabilities		4,068,106			4,567,729
Total liabilities	$	4,068,106		$	4,567,729
Commitments and contingencies (Note 6)		-			-
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value, 1,500,000 shares authorized at June 30, 2026 and December 31, 2025; 6,000 shares issued at June 30, 2026 and 4,000 shares issued at December 31, 2025; 1,233 and 3,305 shares outstanding at June 30, 2026 and December 31, 2025, respectively; $1,479,600 and $3,635,500 liquidation preference at June 30, 2026 and December 31, 2025, respectively	$	-		$	-
Common stock, $0.0001 par value, 250,000,000 shares authorized at June 30, 2026 and December 31, 2025; 16,227,524 and 4,574,983 shares issued at June 30, 2026 and December 31, 2025, respectively; 16,227,518 and 4,574,977 shares outstanding at June 30, 2026 and December 31, 2025, respectively		1,624			459
Additional paid-in capital		145,063,802			142,933,260
Accumulated deficit		(145,847,123	)		(139,719,999	)
Total Ensysce Biosciences, Inc. stockholders’ equity (deficit)		(781,697	)		3,213,720
Noncontrolling interests in stockholders’ equity (deficit)		(329,136	)		(328,970	)
Total stockholders’ equity (deficit)		(1,110,833	)		2,884,750
Total liabilities and stockholders’ equity (deficit)	$	2,957,273		$	7,452,479

The accompanying notes are an integral part of these consolidated financial statements.

Ensysce Biosciences, Inc.

Consolidated Statements of Operations

(Unaudited)

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Federal grants	$	1,164,315		$	1,371,438		$	2,125,313		$	2,691,210
Operating expenses:
Research and development		2,471,752			1,923,430			5,818,633			3,808,957
General and administrative		1,268,952			1,198,523			2,445,299			2,600,279
Total operating expenses		3,740,704			3,121,953			8,263,932			6,409,236

Loss from operations		(2,576,389	)		(1,750,515	)		(6,138,619	)		(3,718,026	)

Other income (expense):
Change in fair value of liability classified warrants		-			(853	)		-			9,063
Interest expense, net		(320	)		(3,160	)		(4,243	)		(7,017	)
Other income and expense, net		5,834			21,011			15,572			36,890
Total other income (expense), net		5,514			16,998			11,329			38,936
Net loss	$	(2,570,875	)	$	(1,733,517	)	$	(6,127,290	)	$	(3,679,090	)
Net loss attributable to noncontrolling interests		(166	)		(166	)		(166	)		(166	)
Deemed dividend related to warrants down round provision		-			-			-			-
Net loss attributable to common stockholders	$	(2,570,709	)	$	(1,733,351	)	$	(6,127,124	)	$	(3,678,924	)
Net loss per basic and diluted share:
Net loss per share attributable to common stockholders, basic and diluted	$	(0.20	)	$	(0.79	)	$	(0.62	)	$	(2.04	)
Weighted average common shares outstanding, basic and diluted		13,035,632			2,202,299			9,954,626			1,803,393

The accompanying notes are an integral part of these consolidated financial statements.

Ensysce Biosciences, Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

	Number of Shares			Amount		Number of Shares		Amount		Paid-In Capital			Accumulated Deficit			Noncontrolling interests			Total
	Preferred Stock					Common Stock				Additional
	Number of Shares			Amount		Number of Shares		Amount		Paid-In Capital			Accumulated Deficit			Noncontrolling interests			Total
Balance on March 31, 2025		-		$	-		1,644,728	$	165	$	134,538,708		$	(131,489,872	)	$	(328,483	)	$	2,720,518
Issuance of common stock upon exercise of warrants		-			-		98,152		11		42,850			-			-			42,861
Issuance of common stock upon warrant inducement, net of issuance cost		-			-		630,376		63		2,199,949			-			-			2,200,012
Transaction costs associated with warrant inducement		-			-		-		-		(297,021	)		-			-			(297,021	)
Consultant settlement		-			-		20,000		2		36,919			-			-			36,921
Stock-based compensation		-			-		-		-		90,638			-			-			90,638
Net loss		-			-		-		-		-			(1,733,351	)		(166	)		(1,733,517	)
Balance on June 30, 2025		-		$	-		2,393,256	$	241	$	136,612,043		$	(133,223,223	)	$	(328,649	)	$	3,060,412

Balance on March 31, 2026		1,405		$	-		9,277,819	$	929	$	142,935,443		$	(143,276,414	)	$	(328,970	)	$	(669,012	)
Issuance of Series B Prefererd Stock		2,000			-		-		-		2,000,000			-			-			2,000,000
Transaction costs associated with Series B Preferred Stock		-			-		-		-		(165,295	)		-			-			(165,295	)
Conversions of preferred stock into common stock		(2,172	)		-		6,341,085		634		(634	)		-			-			-
Conversion of 2023 Notes		-			-		508,614		51		246,118			-			-			246,169
Settlement of restricted stock units		-			-		100,000		10		(10	)		-			-			-
Consultant compensation		-			-		-		-		46,310			-			-			46,310
Stock-based compensation		-			-		-		-		1,870			-			-			1,870
Net loss		-			-		-		-		-			(2,570,709	)		(166	)		(2,570,875	)
Balance on June 30, 2026		1,233		$	-		16,227,518	$	1,624	$	145,063,802		$	(145,847,123	)	$	(329,136	)	$	(1,110,833	)

Balance on December 31, 2024		-		$	-		1,355,773		136	$	133,252,585		$	(129,544,299	)		(328,483	)		3,379,939
Public offering		-			-		239,594		25		1,099,982			-			-			1,100,007
Issuance of common stock upon exercise of warrants		-			-		147,513		15		390,840			-			-			390,855
Transaction costs associated with public offering		-			-		-		-		(204,193	)		-			-			(204,193	)
Issuance of common stock upon warrant inducement, net of issuance cost		-			-		630,376		63		2,199,949			-			-			2,200,012
Transaction costs associated with warrant inducement		-			-		-		-		(297,021	)		-			-			(297,021	)
Consultant compensation		-			-		20,000		2		63,012			-			-			63,014
Stock-based compensation