# Ensysce Biosciences, Inc. (ENSCW) — capital_raise/private_placement [pending]
Source: SEC API (secapi.ai) · situation sit_46d70780bdc3cae0fb0f · retrieved 2026-08-12T06:59:35.168Z

## Overview
Ensysce Biosciences is a clinical-stage company developing novel opioids for severe pain treatment using its Trypsin-Activated Abuse Protection (TAAP) and Multi-Pill Abuse Resistance (MPAR) platforms to create tamper-proof, abuse-resistant pain medications.

Ensysce Biosciences completed the acquisition of Cy Biopharma, a clinical-stage biotechnology company developing neuroplastogenic therapies for complex regional pain syndrome (CRPS), in a stock-for-stock merger whereby all outstanding equity interests of Cy Biopharma were exchanged for 282,122 shares of Series C Preferred Stock (representing 282,122,000 shares on an as-converted basis). Concurrent with the acquisition, Ensysce entered into a definitive agreement for a private placement financing to raise approximately $43 million in gross proceeds over two tranches: an initial tranche of 66,811 shares of Series C Preferred Stock at $321.79 per share (or $0.32179 per share on an as-converted basis) expected to close on August 7, 2026, generating approximately $21.5 million in gross proceeds, plus a milestone-contingent second tranche of up to 53,449 shares at $402.24 per share (or $0.40224 per share on an as-converted basis). The acquisition also brought in $17.1 million in cash from Cy Biopharma's pre-acquisition convertible note financing. Following stockholder approval, each share of Series C Preferred Stock will automatically convert into 1,000 shares of common stock, subject to beneficial ownership limitations.

## Terms
- Counterparty: Cy Biopharma, Inc. · Deal value: $77.0M · Consideration: mixed · Stake: 74.94% · Price/share: $0.32179

## Key dates
- Announced 2026-08-06 · Expected close 2026-08-07

## Timeline
- 2026-08-06 · 8-K/A (0001493152-26-036326): 8-K/A - Ensysce Biosciences, Inc. — *Ensysce Biosciences is a clinical-stage company developing novel opioids for severe pain treatment using its Trypsin-Activated Abuse Protection (TAAP) and Multi-Pill Abuse Resistance (MPAR) platforms to create tamper-proof, abuse-resistant pain medications.* Ensysce Biosciences completed the acquisition of Cy Biopharma, a clinical-stage biotechnology company developing neuroplastogenic therapies for complex regional pain syndrome (CRPS), in a stock-for-stock merger whereby all outstanding equity interests of Cy Biopharma were exchanged for 282,122 shares of Series C Preferred Stock (representing 282,122,000 shares on an as-converted basis). Concurrent with the acquisition, Ensysce entered into a definitive agreement for a private placement financing to raise approximately $43 million in gross proceeds over two tranches: an initial tranche of 66,811 shares of Series C Preferred Stock at $321.79 per share (or $0.32179 per share on an as-converted basis) expected to close on August 7, 2026, generating approximately $21.5 million in gross proceeds, plus a milestone-contingent second tranche of up to 53,449 shares at $402.24 per share (or $0.40224 per share on an as-converted basis). The acquisition also brought in $17.1 million in cash from Cy Biopharma's pre-acquisition convertible note financing. Following stockholder approval, each share of Series C Preferred Stock will automatically convert into 1,000 shares of common stock, subject to beneficial ownership limitations.
  https://www.sec.gov/Archives/edgar/data/1716947/0001493152-26-036326.txt

## Citations
- 0001493152-26-036326 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226036326