Ensysce Acquires Cy Biopharma, Raises ~$43 Million PIPE and Restructures 3i Deal

Ensysce Biosciences completed the acquisition of Cy Biopharma in a stock-for-stock merger and arranged an approximately $43 million private placement of Series C Preferred Stock to fund clinical milestones. In parallel, the company secured stockholder support and lock-up agreements to facilitate conversion approvals and post-merger stability, and granted registration rights to both PIPE investors and legacy holders. Ensysce also restructured its relationship with 3i, terminating prior financing arrangements, converting Series B Preferred into common stock, and exchanging warrants for Series C Preferred, alongside a $250,000 payment. The actions collectively streamline the capital structure and support integration and clinical execution.

Agreement 1: Ensysce Biosciences Acquires Cy Biopharma in Stock-for-Stock Merger to Expand Neurology Pipeline

• Agreement type: Agreement and Plan of Merger
• Counterparty: Cy Biopharma
• Signed / Effective: Aug 05 2026 / Aug 05 2026
• Duration / Termination: At will
• Reason: Broaden neurology and neuropsychiatry pipeline

Agreement 2: Ensysce Biosciences Arranges ~$43 Million PIPE in Two Tranches via Series C Preferred Stock

• Agreement type: Securities Purchase Agreement for private placement of Series C Preferred Stock
• Counterparty: Institutional investors
• Signed / Effective: Aug 05 2026 / Aug 07 2026
• Duration / Termination: At will
• Reason: Fund clinical development and corporate initiatives

Agreement 3: Ensysce Biosciences Grants Registration Rights to PIPE Investors for Series C Conversions

• Agreement type: Registration Rights Agreement (PIPE Investors)
• Counterparty: PIPE investors
• Signed / Effective: Aug 05 2026 / Aug 05 2026
• Duration / Termination: At will
• Reason: Provide resale registration and enhance investor liquidity

Agreement 4: Ensysce Biosciences Enters Registration Rights Agreement With 3i and Cy Holders

• Agreement type: Registration Rights Agreement (3i/Cy holders)
• Counterparty: Certain Ensysce and Cy security holders
• Signed / Effective: Aug 05 2026 / Aug 05 2026
• Duration / Termination: At will
• Reason: Facilitate resale for legacy holders after merger

Agreement 5: Ensysce Biosciences Secures Stockholder Support Agreements for Conversion and Charter Proposals

• Agreement type: Company Stockholder Support Agreements
• Counterparty: Certain Ensysce stockholders
• Signed / Effective: Aug 05 2026 / Aug 05 2026
• Duration / Termination: At will
• Reason: Facilitate approval of conversion and charter proposals

Agreement 6: Ensysce Biosciences Gains Cy Stockholder Support, Waivers of Dissenters’ Rights

• Agreement type: Cy Stockholder Support Agreements
• Counterparty: Certain Cy stockholders
• Signed / Effective: Aug 05 2026 / Aug 05 2026
• Duration / Termination: At will
• Reason: Secure support and reduce closing risk

Agreement 7: Ensysce Biosciences Implements 180-Day Lock-Up With Cy Holders and Company Insiders

• Agreement type: Lock-up Agreements (180-day transfer restrictions)
• Counterparty: Certain Cy holders and Ensysce directors and officers
• Signed / Effective: Aug 05 2026 / Aug 05 2026
• Duration / Termination: 180 days
• Reason: Promote post-merger trading stability

Agreement 8: Ensysce Biosciences and 3i Terminate Prior Financing Arrangements; Series B Converted, $250,000 Paid

• Agreement terminated: Securities purchase and related financing arrangements
• Counterparty: 3i
• Original agreement date: Nov 13 2025
• Termination date: Aug 05 2026
• Termination type: mutual
• Exit fees / payments: $250,000
• Reason: Streamline capital structure post-merger

Original SEC Filing: Ensysce Biosciences, Inc. [ ENSC ] - 8-K - Aug. 06, 2026