Ensysce completes Cy Biopharma acquisition with $38.6 million placements

Ensysce Biosciences, Inc. reported second quarter 2026 results on August 13, 2026, and said it had completed its acquisition of Cy Biopharma, Inc. on August 6, 2026. The company said the acquisition came with private placement financings of $38.6 million, and that it now has cash runway into late 2027. A second financing tranche of up to $38.6 million, triggered by certain clinical milestones, would carry the company into 2028. The results appear in an exhibit to an 8-K filed August 13, 2026.

The Cy Biopharma acquisition and placements

The release describes the acquisition as a stock-for-stock merger. It says the deal brought in $17.1 million in cash from Cy Biopharma's pre-acquisition convertible note financing. Concurrent with the acquisition, Ensysce entered into a definitive agreement to sell Series C non-voting convertible preferred stock in a private placement, with gross proceeds to the company of approximately $21.5 million before transaction expenses. The private placement was led by Ally Bridge Group. It included participation from Perceptive Advisors, Dellora Investments, Ikarian Capital and Adage Capital Partners, L.P.

The release does not name an underwriter, placement agent or financial advisor for either financing. It names no noteholders or note agent. Following quarter-end, the acquisition and related financings provided cash of approximately $31 million, net of transaction expenses.

CY200 and the complex pain program

With the acquisition, the company added CY200, a clinical-stage neuroplastogenic candidate for the treatment of complex regional pain syndrome, or CRPS, Type 1. The release says CY200 has received U.S. FDA Orphan Drug Designation and that there is currently no approved therapy for the condition. The company intends to apply proceeds from the private placement financings primarily to advance CY200 through a randomized Phase 2 trial evaluating efficacy, safety and tolerability for symptom alleviation in participants with CRPS Type 1. It also plans to prepare for registrational development.

Opioid programs and federal grant

The release says PF614-MPAR, a combination of the TAAP and MPAR technologies, has received FDA Breakthrough Therapy designation. Development of PF614 continues in the pivotal PF614-301 Phase 3 trial in pain after abdominoplasty, and enrollment in the PF614-MPAR-102 study continues with support from the National Institute on Drug Abuse.

The company said it received the third year of funding under a $15.1 million grant from the National Institute on Drug Abuse, completing the award. As of June 30, 2026, $5.3 million of funding remained available through May 2027 under the grant.

Financial results

Cash and cash equivalents were $0.7 million as of June 30, 2026, compared with $4.3 million as of December 31, 2025. The company said the decrease reflects $5.5 million of cash used in operating activities during the first six months of 2026, partly offset by $1.8 million of net proceeds from a preferred stock financing. Federal grant funding totaled $1.2 million for the second quarter of 2026, compared with $1.4 million in the same quarter a year earlier.

Research and development expenses were $2.5 million for the second quarter, compared with $1.9 million a year earlier, mainly from increased clinical activity for PF614. General and administrative expenses were $1.3 million, compared with $1.2 million.

The risks ahead

The release gives no conversion prices or share counts for the Series C non-voting convertible preferred, the stock-for-stock merger or the convertible notes behind the $17.1 million, so the effect on existing holders cannot be sized from it. The cash runway into late 2027 is the company's estimate. The second tranche of up to $38.6 million depends on clinical milestones that the release neither names nor dates.

Cash and cash equivalents were $0.7 million at June 30, 2026, before the deal closed, after $5.5 million of cash used in operations in six months. The net loss attributable to common stockholders was $2.6 million for the quarter against $1.7 million a year earlier, and the company says losses are expected for the foreseeable future.

CY200 has not yet started the randomized Phase 2 trial that the proceeds are meant to fund, and the release reports no clinical data for it. The PF614 Phase 3 trial has reported no results.

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