8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): December 16, 2022 (December 14, 2022)

EnsysceBiosciences, Inc.

(Exactname of registrant as specified in its charter)

(858)263-4196

Registrant’s

telephone number, including area code

N/A

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Emerging growth company ☒

If an emerging growth company, indicate by check mark 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. ☐

Item3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing

On December 14, 2022, Ensysce Biosciences Inc. (the “Company”) received a notice of a determination (the “Notice”) by the staff of the Nasdaq Listing Qualifications Department within The Nasdaq Stock Market LLC (“Nasdaq”). The Notice references the Nasdaq letter sent to the Company, dated June 16, 2022 (the “June 16^th^ Notice”). The June 16^th^ Notice stated that the Company’s Minimum Value of Listed Securities (“MVLS”) for the preceding 30 consecutive business days was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq listing rule 5550(b)(2) and that the Company had until December 13, 2022, to regain compliance.

The Notice states that the Company has not regained compliance with the MVLS requirement within the period provided and that the securities of the Company would be subject to delisting unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”). Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. In that regard, the Panel has the authority to grant an additional extension period not to exceed June 12, 2023.

Notwithstanding the foregoing, there can be no assurance that the Company will be granted more time to attempt to comply with the MVLS requirement or be able to regain or maintain compliance with Nasdaq listing standards.

Item9.01. Financial Statements and Exhibits

(d) Exhibits

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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: December 16, 2022

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