Ensysce Biosciences, Inc. Stock Compensation Disclosure
In connection with the Business Combination, the Company assumed the 2021 Omnibus Incentive Plan. In February 2024, the Company’s Board approved an annual increase of shares available for future grant under the 2021 Omnibus Plan.
The Company recognized within general and administrative expense stock-based compensation expense of $ and $ for the year ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024 and 2023, the company recognized within research and development expense stock-based compensation expense of $ and $, respectively.
Ensysce Biosciences, Inc.
Notes to the Consolidated Financial Statements
Option Activity
During the year ended December 31, 2024, the Company did not grant any stock options. During the year ended December 31, 2023, the Company granted stock options to purchase an aggregate of shares of common stock to employees and members of the board of directors. The options vested immediately and have an exercise price of between $ and $ per share.
| Weighted average | ||||||||||||||||
| Options | Exercise price | Remaining contractual life | Intrinsic value | |||||||||||||
| Outstanding at December 31, 2023 | 38,785 | $ | 501.65 | $ | ||||||||||||
| Granted | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| Expired / Forfeited | - | |||||||||||||||
| Outstanding at December 31, 2024 | 38,785 | 501.65 | ||||||||||||||
| Exercisable at December 31, 2024 | 38,734 | 493.54 | - | |||||||||||||
| Vested and expected to vest | 38,785 | 501.65 | ||||||||||||||
Option Valuation
| December 31, 2023 | ||||
| Exercise price | $ | - | ||
| Expected stock price volatility | % - % | |||
| Expected term (years) | ||||
| Risk-free interest rate | % - % | |||
| Expected dividend yield | % | |||
| ● | Expected stock-price volatility. The expected volatility is derived from the historical volatilities of comparable publicly traded companies within the Company’s industry that the Company considers comparable to the Company’s business over a period approximately equal to the expected term. | |
| ● | Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. The Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term due to a lack of sufficient data. Therefore, the Company estimates the expected term for employees by using the simplified method provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. | |
| ● | Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term. | |
| ● | Expected dividend yield. The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on the Company’s common stock. |
Ensysce Biosciences, Inc.
Notes to the Consolidated Financial Statements
The weighted-average grant date fair value of options granted during the year ended December 31, 2023 was $.
As of December 31, 2024, the Company had an aggregate of $ of unrecognized share-based compensation cost, which is expected to be recognized over the weighted average period of years.
Shares Reserved for Future Issuance
The following shares of common stock are reserved for future issuance:
| December 31, 2024 | ||||
| Awards outstanding under the 2021 Omnibus Incentive Plan | 38,785 | |||
| Awards available for future grant under 2021 Omnibus Incentive Plan | 10,596 | |||
| Warrants outstanding | 2,167,072 | |||
| Total shares of common stock reserved for future issuance | 2,216,453 | |||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.