Ensysce Biosciences, Inc. Files Certificate of Correction for Series B Preferred Stock

Key Points from the Report

• Filing Type: Current Report on Form 8-K
• Date of Report: March 23, 2026 (event occurred on March 18, 2026)
• Company: Ensysce Biosciences, Inc. (Nasdaq: ENSC)
• Event: Filing of a Certificate of Correction to the Certificate of Designation for Series B Preferred Stock with the State of Delaware
• Securities Registered: Common Stock, par value \$0.0001 per share, listed on The Nasdaq Stock Market LLC under the symbol “ENSC”
• Emerging Growth Company Status: Company indicates it is not an emerging growth company

Details of the Certificate of Correction

On March 18, 2026, Ensysce Biosciences, Inc. (the “Company”) filed a Certificate of Correction (“CoC”) with the State of Delaware related to its Series B Preferred Stock. This CoC is an amendment to the previously filed Certificate of Designation of Series B Preferred Stock, which forms part of the Company’s Certificate of Incorporation.

The correction addresses a scrivener’s error in Section 4(d)(ii) of the original Certificate of Designation. Specifically, the section had mistakenly included an extraneous sentence at the end, as well as other incorrect language, regarding principal market regulation. The Company has now amended and restated Section 4(d)(ii) in its entirety to ensure compliance with the listing rules and regulations of its principal market, The Nasdaq Stock Market LLC.

The corrected section explicitly states that the Company shall not issue shares of Common Stock upon conversion of any Preferred Shares, or otherwise pursuant to the terms of the Certificate of Designation, if doing so would breach the Company’s obligations under the Nasdaq listing rules (i.e., it cannot issue more than the maximum number of shares permitted without shareholder approval).

The full text of the Certificate of Correction, as filed with the State of Delaware, is attached to the 8-K as Exhibit 3.1 and incorporated by reference.

Potential Price-Sensitive Information for Shareholders

• Compliance with Nasdaq Listing Rules: The correction ensures the Company will not issue shares beyond the approved limit, thereby protecting the interests of existing shareholders from potential dilution that could have occurred due to the scrivener’s error. Any previous uncertainty about potential over-issuance is now resolved.
• No Impact on Company Operations or Strategy Announced: The filing is strictly a technical correction with no indication of any new financing, strategic shift, or operational development.
• No Indication of New Dilution or Capital Raise: The correction does not authorize new shares or a capital raise, but rather clarifies and enforces the ceiling on share issuances related to the Series B Preferred Stock as previously intended.
• Shareholder Protection: The correction may be viewed as a positive for shareholders because it ensures adherence to Nasdaq rules, preventing accidental over-issuance of shares and offering greater transparency and compliance.

What Investors Should Watch

• Corporate Housekeeping: While the correction itself is not a material operational event, it is a form of corporate housekeeping that ensures the Company remains in good standing with Nasdaq rules and avoids any technical breaches that could otherwise cause uncertainty or invite regulatory action.
• No Immediate Price Impact Expected: As the filing does not introduce new business, financial, or strategic developments, it is unlikely to move the share price significantly in the near term. However, it does remove a potential overhang related to compliance uncertainty.

Conclusion

Ensysce Biosciences, Inc. has taken steps to correct a technical error in the Certificate of Designation for its Series B Preferred Stock. The correction ensures compliance with Nasdaq listing rules and protects existing shareholders from unintended dilution. No new shares are being issued as a result of this filing, and there are no changes to the Company’s business strategy or operations.

As always, shareholders are encouraged to review the full text of the Certificate of Correction (available as Exhibit 3.1 to the 8-K) for additional details.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisors before making any investment decisions. The information is based on publicly available filings as of the date of this article and may be subject to change without notice.

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