Ensysce Acquires Cy Biopharma, Raises $43M in PIPE, Reshapes Leadership

summarizeSummary

Ensysce Biosciences acquired Cy Biopharma and raised up to $43M in a PIPE, pivoting to a neuroplastogenic therapy for CRPS with Orphan Drug Designation. The deal recapitalizes the company, installs new leadership, and extends cash runway into 2028, but existing shareholders face extreme dilution.

check_boxKey Events · M&A and Partnerships · ENSC

• Reverse Merger with Cy Biopharma

  Ensysce acquired Cy Biopharma in a stock-for-stock merger, issuing 282,122 shares of Series C Preferred Stock (convertible into 282.1M common shares) to Cy equityholders. Cy brings CY-200, a Phase 2-ready psilocybin-based therapy for CRPS with FDA Orphan Drug Designation, and $17.1M in cash.

• $43M PIPE Financing

  Concurrent private placement of 120,260 Series C Preferred shares for ~$43M in two tranches: $21.5M at initial close (66,811 shares at $321.79/share) and up to $38.6M upon a clinical milestone (53,449 shares at $402.24/share). Led by Ally Bridge Group, Perceptive Advisors, and others.

• Extreme Dilution for Existing Holders

  Post-close, existing ENSC stockholders will own approximately 7.57% of the combined company on a fully diluted basis (excluding milestone shares). Cy equityholders will hold ~73.86% and PIPE investors ~17.49%, representing massive dilution.

• Management Overhaul

  James Morrison, Cy's founder and CEO, appointed President and director, and will become CEO upon stockholder approval. Lynn Kirkpatrick resigned as President but remains CEO until the vote. The board will expand to six members, with five designated by ENSC and one by Cy.

auto_awesomeAnalysis · ENSC · Life Sciences

Ensysce Biosciences, a micro-cap biotech with a going-concern warning and Nasdaq delisting risk, has executed a reverse merger with Cy Biopharma, a private CRPS-focused company. The deal brings in a clinical-stage asset with FDA Orphan Drug Designation, $17.1M in cash from Cy's pre-acquisition financing, and a concurrent $21.5M initial PIPE (up to $43M total) from blue-chip healthcare investors. The combined entity gains a new President (Cy's founder) and a pipeline that could fund through Phase 2 data. This is a thesis-altering event — it addresses the cash crisis, resets the strategic direction, and introduces a new lead program, but the massive dilution (existing ENSC holders will own ~7.6% post-close) and pending stockholder vote for conversion add risk.