Ensysce Biosciences Acquires Cy Biopharma, Raises $43 Million in PIPE Financing

What happened

Ensysce Biosciences, a pharmaceutical company, announced it acquired Cy Biopharma on August 5, 2026, through a two-step merger. The transaction was structured as a tax-free reorganization, with Cy becoming a wholly owned subsidiary of Ensysce.

In exchange for Cy's outstanding shares, Ensysce issued 282,122 shares of newly created Series C Preferred Stock. Each Series C share is convertible into 1,000 shares of Ensysce common stock, subject to stockholder approval of the conversion and any necessary charter amendment.

The financing

Concurrent with the merger, Ensysce entered into a securities purchase agreement with investors to sell a total of 120,260 shares of Series C Preferred Stock in two tranches, raising approximately $43 million. The initial closing of 66,811 shares at $321.79 per share (or $0.32179 per as-converted share) is expected on August 7, 2026. A second tranche of 53,449 shares at $402.24 per share will close upon achievement of a specified clinical trial milestone.

The company also entered into registration rights agreements requiring it to file resale registration statements for the underlying common shares within 90 days of the closing.

Related agreements

Ensysce and Cy entered into stockholder support agreements with key stockholders, who agreed to vote in favor of the conversion proposal and charter amendment. Certain stockholders and company directors also signed 180-day lock-up agreements restricting sales of Series C Preferred Stock and the underlying common shares.

In addition, Ensysce entered into an Omnibus Amendment and Termination Agreement with 3i, LP, which terminated prior agreements, converted outstanding Series B Preferred Stock into common shares, and converted certain warrants into Series C Preferred Stock. The OATA includes a 4.99% beneficial ownership limitation and a $250,000 payment to 3i.

Tungsten Partners acted as financial advisor to Ensysce, receiving $100,000, 100,000 restricted stock units, and a monthly advisory fee. H.C. Wainwright received a $250,000 advisory fee and a $400,000 fairness opinion fee.