Exhibit 99.5
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On August 5, 2026, Ensysce Biosciences, Inc. (“Ensysce” or the “Company”) acquired Cy Biopharma, Inc. (“Cy”), pursuant to the terms of an Agreement and Plan of Merger, dated August 5, 2026 (the “Merger Agreement”), by and among Ensysce, PHRMA Merger Sub I, Inc. (“First Sub”), PHRMA Merger Sub II, LLC (“Second Sub”), and Cy.
Pursuant to the Merger Agreement, First Sub merged with and into Cy, with Cy surviving the merger as a wholly owned subsidiary of Ensysce (the “First Merger”). Immediately following the First Merger, Cy merged with and into Second Sub, with Second Sub surviving as a wholly owned subsidiary of Ensysce (the “Second Merger,” and together with the First Merger, the “Merger”). The surviving entity was subsequently renamed Cy Biopharma, LLC and remains a wholly owned subsidiary of Ensysce.
At the closing of the Merger on August 5, 2026 (the “Closing”), Ensysce issued to the former equity holders of Cy an aggregate of 282,122 shares of Ensysce Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”) in exchange for the outstanding shares of Cy capital stock immediately prior to the First Merger.
Each share of Series C Preferred Stock is convertible into 1,000 shares of Ensysce common stock following receipt of the requisite stockholder approval, subject to certain beneficial ownership limitations and the terms and limitations set forth in the Series C Certificate of Designation.
PIPE Financing
On
August 5, 2026, concurrently with the Merger, Ensysce entered into a Securities Purchase Agreement with certain investors (the “PIPE
Investors”), pursuant to which Ensysce agreed to issue and sell an aggregate of 120,260 shares of Series C Preferred Stock for
At
the initial closing of the
Subject to achievement of a specified clinical trial milestone, Ensysce has agreed to issue an additional 53,449 shares of Series C Preferred Stock at a purchase price of $402.24 per share, or $0.40224 per share on an as-converted basis (the “Milestone Closing”), which would provide additional gross proceeds of approximately $21.5 million.
Other Transactions
In connection with the Merger, Ensysce also entered into an Omnibus Amendment and Termination Agreement (the “3i Agreement”) with 3i, LP (“3i”), pursuant to which the parties agreed to terminate certain existing financing arrangements. All outstanding shares of Ensysce Series B Preferred Stock, all of which were held by 3i, were converted into an aggregate of 3,229,276 shares of Ensysce common stock, and all common stock warrants held by 3i were converted into 7,183 shares of Series C Preferred Stock. Ensysce also agreed to make a $250,000 cash payment to 3i.
Separately,
to satisfy an existing contractual obligation with a research and development vendor, Galephar Pharmaceutical Research (“Galephar”),
Ensysce issued 2,176 shares of Series C Preferred Stock
The Merger, PIPE Financing and related other transactions are collectively referred to herein as the “Transactions.”
On August 6, 2026, Ensysce publicly announced the completion of the Merger and the related PIPE Financing and filed a Current Report on Form 8-K reporting the Transactions and attaching the Merger Agreement, Securities Purchase Agreement and related transaction documents. In connection with the announcement, the Company stated that the Transactions are expected to provide funding to advance Cy’s lead product candidate, CY200, a clinical-stage neuroplastogenic therapy for the treatment of Complex Regional Pain Syndrome (“CRPS”) Type 1 that has received Orphan Drug Designation from the U.S. Food and Drug Administration. The Company expects the available financing to support CY200 through key clinical milestones, including topline data from a randomized Phase 2 clinical trial evaluating the efficacy, safety and tolerability of CY200 in patients with CRPS Type 1, and to support preparation for registrational development.
Unaudited Pro Forma Condensed Combined Financial Information
The
unaudited pro forma condensed combined financial information has been prepared by Ensysce in accordance with Regulation S-X Article 11,
Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed
The
unaudited pro forma condensed combined balance sheet as of June 30, 2026, combines the historical balance sheet of Cy as of June 30,
2026, and the historical balance sheet of Ensysce as of June 30, 2026, and depicts the accounting for the Transactions (“pro forma
balance sheet transaction accounting adjustments”)
| ● | the historical audited consolidated financial statements of Ensysce and the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Ensysce’s annual report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 30, 2026, and incorporated herein by reference; | |
| ● | the
historical unaudited interim financial statements of Ensysce and the related notes, and Management’s
Discussion and Analysis of Financial Condition and Results of Operations included in Ensysce’s
quarterly report | |
| ● | the
historical audited financial statements of Cy as of and for the year ended December 31, 2025,
| |
| ● | the
historical unaudited interim financial statements of Cy and the related notes as of and for
the |
Cy’s
historical financial information has been
The transaction accounting adjustments to the unaudited pro forma condensed combined financial information are based on the assumptions described in the accompanying notes. The unaudited pro forma condensed combined financial information is not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had Ensysce and Cy been a combined organization during the specified periods.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2026
| Historical | PIPE | Accounting | Transaction | Pro Forma | ||||||||||||||||||||
| Ensysce | Cy | Financing | Adjustments |
Adjustments | Combined | |||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | 676,704 | $ | 5,797,368 | $ | 2(a) | $ | 11,433,711 | 6 (a) | $ | ||||||||||||||
| Unbilled receivable | 416,811 | - | - | - | 416,811 | |||||||||||||||||||
| Prepaid expenses and other current assets | 1,752,695 | - | (60,368 | ) | 6(f) | |||||||||||||||||||
| Total current assets | 2,846,210 | $ | $ | $ | 11,373,343 | $ | ||||||||||||||||||
| Property and equipment, net | 111,063 | - | 111,063 | |||||||||||||||||||||
| Total assets | $ | 2,957,273 | $ | $ | $ | 11,373,343 | $ | |||||||||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||
| Accounts payable | $ | 1,977,629 | $ | $ | - | $ | (2,202,275 | ) | 6(b) | $ | ||||||||||||||
| Accrued expenses and other liabilities | 1,893,635 | 2(a) | (600,000 | ) | 6(c) | |||||||||||||||||||
| 250,000 | 6(d) | |||||||||||||||||||||||
| (76,909 | ) | 6(e) | ||||||||||||||||||||||
| 3,334,288 | 6(f) | |||||||||||||||||||||||
| 2,000,000 | 6(b) | |||||||||||||||||||||||
| Notes payable and accrued interest | 196,842 | - | - | - | 196,842 | |||||||||||||||||||
| Total current liabilities | 4,068,106 | $ | $ | $ | $ | |||||||||||||||||||
| - | - | |||||||||||||||||||||||
| SAFE liabilities | - | ) | 6(e) | - | ||||||||||||||||||||
| Total liabilities | $ | 4,068,106 | $ | $ | $ | ) | $ | |||||||||||||||||
| Ensysce common stock | $ | 1,624 | - | - | 323 | 6(d) | 1,947 | |||||||||||||||||
| Ensysce preferred stock | - | - | 2(a) | 90,784,038 | 6(g) | |||||||||||||||||||
| ) | 2(a) | 6(c) | ||||||||||||||||||||||
| 2,311,418 | 6(d) | |||||||||||||||||||||||
| Cy common stock | - | 65 | - | (65 | ) | 6(g) | - | |||||||||||||||||
| Additional paid-in capital | 145,063,802 | - | - | (2,561,740 | ) | 6(d) | 142,502,062 | |||||||||||||||||
| Accumulated deficit | (145,847,123 | ) | ) | - | | ) | 6(h) | ) | ||||||||||||||||
| 6(g) | ||||||||||||||||||||||||
| ) | 6(c) | |||||||||||||||||||||||
| - | (193,271 | ) | 193,271 | 6(g) | - | |||||||||||||||||||
| (781,697 | ) | ) | ||||||||||||||||||||||
| Minority interest | (329,136 | ) | - | - | - | (329,136 | ) | |||||||||||||||||
| Total stockholders’ equity | (1,110,833 | ) | ) | |||||||||||||||||||||
| $ | 2,957,273 | $ | $ | $ | 11,373,343 | $ | ||||||||||||||||||
The
accompanying notes are an integral part of
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
| Transaction | ||||||||||||||||
| Historical | Accounting | Pro Forma | ||||||||||||||
| Ensysce | Cy | Adjustments | Combined | |||||||||||||
| Federal grants | $ | 2,125,313 | $ | - | $ | - | $ | 2,125,313 | ||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 5,818,633 | 439,310 | - | 6,257,943 | ||||||||||||
| General and administrative | 2,445,299 | 2,583,207 | - | 5,028,506 | ||||||||||||
| Total operating expenses | 8,263,932 | 3,022,517 | - | 11,286,449 | ||||||||||||
| Loss from operations | (6,138,619 | ) | (3,022,517 | ) | - | (9,161,136 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| - | ) | 7(a) | - | |||||||||||||
| Interest expense | (4,243 | ) | (4,243 | ) | ||||||||||||
| Other income and expense, net | 15,572 | |||||||||||||||
| Foreign currency transaction (loss)/gain, net | - | ) | - | ) | ||||||||||||
| Total other income/(expenses), net | 11,329 | ) | ||||||||||||||
| Net loss | $ | (6,127,290 | ) | ) | ) | |||||||||||
| Net loss attributable to noncontrolling interests | (166 | ) | - | - | (166 | ) | ||||||||||
| Deemed dividend | - | - | - | |||||||||||||
| Net loss attributable to common stockholders | $ | (6,127,124 | ) | $ | ) | $ | $ | ) | ||||||||
| Net loss per basic and diluted share: | ||||||||||||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.62 | ) | $ | ) | |||||||||||
| Weighted average common shares outstanding, basic and diluted | 9,954,626 | 13,183,902 | ||||||||||||||
The
accompanying notes are an integral part
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
| Transaction | ||||||||||||||||
| Historical | Accounting | Pro Forma | ||||||||||||||
| Ensysce | Cy | Adjustments | Combined | |||||||||||||
| Federal grants | $ | 5,066,650 | $ | - | $ | - | $ | 5,066,650 | ||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 10,376,895 | 473,380 | ||||||||||||||
| General and administrative | 4,930,701 | 1,075,268 | - | 6,005,969 | ||||||||||||
| Total operating expenses | 15,307,596 | 1,548,648 | ||||||||||||||
| Loss from operations | (10,240,946 | ) | (1,548,648 | ) | ) | |||||||||||
| Other income (expense): | ||||||||||||||||
| Change in fair value of liability classified warrants | 10,096 | - | - | 10,096 | ||||||||||||
| Changes in the fair value of financial instruments | - | 95,486 | (95,486 | ) | 7(a) | - | ||||||||||
| Interest expense | (18,767 | ) | ) | |||||||||||||
| - | ||||||||||||||||
| Other income and expense, net | 73,430 | |||||||||||||||
| Foreign currency transaction (loss)/gain, net | - | 41,689 | - | 41,689 | ||||||||||||
| Total other income/(expenses), net | 64,759 | ) | ||||||||||||||
| Net loss | $ | (10,176,187 | ) | $ | ) | $ | ) | $ | ) | |||||||
| Net loss attributable to noncontrolling interests | (487 | ) | - | - | (487 | ) | ||||||||||
| Deemed dividend | - | |||||||||||||||
| Net loss attributable to common stockholders | $ | (10,175,700 | ) | $ | ) | $ | ) | $ | ) | |||||||
| Net loss per basic and diluted share: | ||||||||||||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (3.98 | ) | $ | ) | |||||||||||
| Weighted average common shares outstanding, basic and diluted | 2,557,377 | 5,786,653 | ||||||||||||||
The
accompanying notes are an integral part of
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1.
Description of the
On
August 5, 2026, Ensysce, First Sub, Second Sub and Cy entered into the
Upon the Closing, Ensysce acquired all outstanding equity interests of Cy. In exchange for all outstanding shares of Cy stock immediately prior to the effective time of the First Merger, Ensysce issued to the former equity holders of Cy the right to receive an aggregate of 282,122 shares of Ensysce Series C Preferred Stock.
Each share of Series C Preferred Stock is convertible into 1,000 shares of Ensysce common stock, par value $0.0001 per share, following receipt of the requisite stockholder approval and subject to the terms, conditions and beneficial ownership limitations set forth in the applicable Certificate of Designation. The estimated fair value of the Series C Preferred Stock issued as consideration in the Merger was approximately $90.8 million.
2. Concurrent Private Placement
On
August 5, 2026, in connection with the Merger, Ensysce entered into a
At the Initial Closing, Ensysce issued 66,811 shares of Series C Preferred Stock at a purchase price of $321.79 per share, or $0.32179 per share on an as-converted basis, resulting in gross proceeds of approximately $21.5 million.
Subject to achievement of a specified clinical trial milestone, Ensysce has agreed to issue an additional 53,449 shares of Series C Preferred Stock at a purchase price of $402.24 per share, or $0.40224 per share on an as-converted basis, which would result in additional gross proceeds of approximately $21.5 million.
Each
share of Series C Preferred Stock issued pursuant to the
The
unaudited pro forma condensed combined financial information reflects the Initial Closing of the
| a) | To
reflect the |
The
potential issuance of an additional
3. Other Related Transactions
On August 5, 2026, Ensysce and 3i entered into an agreement pursuant to which Ensysce and 3i agreed to terminate certain existing agreements between Ensysce and 3i.
Pursuant to the 3i Agreement, all outstanding shares of Ensysce Series B Preferred Stock were converted into an aggregate of 3,229,276 shares of common stock, of which 910,905 shares were issued directly to 3i and 2,318,371 shares were issued to a financial institution to be held in an abeyance account. In addition, outstanding warrants held by 3i were converted into 7,183 shares of Series C Preferred Stock. Ensysce also agreed to make a cash payment of $250,000 to 3i.
Separately,
in connection with the Company’s research agreement with Galephar, Ensysce settled its outstanding obligation to issue
4. Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared by management in accordance with Article 11 of Regulation S-X and is presented in U.S. dollars. The transaction accounting adjustments have been identified and presented to provide relevant information necessary to understand the effects of the Transactions on Ensysce.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026, gives effect to the Transactions as if they had occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026, and the year ended December 31, 2025, give effect to the Transactions as if they had occurred on January 1, 2025.
The unaudited pro forma condensed combined financial information was prepared using the historical financial information of Ensysce and Cy and gives effect to the transaction accounting adjustments described in these notes. Certain historical amounts of Cy have been reclassified to conform to Ensysce’s financial statement presentation and accounting policies, as applicable.
5.
Accounting Treatment for the
The
Under the asset acquisition method, the cost of the acquisition, including qualifying transaction costs, is allocated to the assets acquired based on their relative fair values, after consideration of the liabilities assumed. No goodwill is recognized in an asset acquisition. Acquired IPR&D that has no alternative future use is expensed as of the acquisition date.
The
preliminary acquisition accounting reflected in the unaudited pro forma condensed combined financial information is based on currently
available information, the terms of the
The accounting for the Transactions is preliminary and may be revised as additional information becomes available and management completes its analysis of the assets acquired, liabilities assumed, consideration transferred and other transaction-related matters. The final accounting and allocation of the acquisition cost will be determined after the final consideration is determined and any valuations, studies or other analyses deemed necessary are completed. Accordingly, the final amounts may differ materially from those reflected in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily reflect the financial position or results of operations that would have occurred had the Transactions been completed on the dates assumed, nor is it necessarily indicative of the future financial position or results of operations of Ensysce following the Transactions. The unaudited pro forma condensed combined financial information does not give effect to anticipated synergies, operating efficiencies, tax savings or cost savings that may result from the Transactions and should be read in conjunction with the accompanying notes.
6. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026, are based on preliminary estimates that could change materially as additional information becomes available.
| a) | To reflect the receipt of $11.4 million from the issuance of Cy convertible notes in July 2026. |
| b) | To reflect the payment by Ensysce of certain Cy transaction costs recorded in accounts payable, including the effect of a $0.2 million negotiated reduction in legal fees. |
| c) | To reflect the issuance of Series C Preferred Stock in satisfaction of an existing contractual obligation associated with the Galephar transaction and the corresponding elimination of the related $0.6 million historical liability. |
| d) | To
reflect the settlement of outstanding 3i holdings in connection with the Transactions, including
the conversion of Series B Preferred Stock into Common Stock, the conversion of outstanding
warrants into Series C Preferred Stock, and a |
| e) | To reflect the conversion, settlement or extinguishment of Cy’s outstanding convertible notes and SAFE instruments in connection with the Transactions, including the elimination of the related historical liability balances and accrued interest. |
| f) | To
reflect approximately $3.4 million of estimated acquisition-related legal and advisory costs
incurred or expected to be incurred in connection with the |
| g) | To reflect the asset acquisition accounting resulting from the Merger, including the issuance of 282,122 shares of Series C Preferred Stock as purchase consideration and the elimination of Cy’s historical equity balances. |
| h) | To reflect the immediate expensing of acquired IPR&D upon consummation of the Merger, as the acquired IPR&D has no alternative future use. |
7. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
The transaction accounting adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026, and the year ended December 31, 2025, reflect the Transactions as if they had occurred on January 1, 2025.
| a) | To reflect the elimination of historical interest expense, changes in fair value and other income or expense associated with Cy’s convertible notes and SAFE instruments that were converted, settled or extinguished in connection with the Transactions, as if such conversion, settlement or extinguishment had occurred on January 1, 2025. |
| b) | To reflect the immediate expensing of approximately $79 million of acquired IPR&D with no alternative future use upon consummation of the Merger. |
The adjustment is based on the preliminary allocation of the asset acquisition cost to Cy’s acquired assets based on their relative fair values. The amount allocated to acquired IPR&D is reflected as acquired in-process research and development expense in the unaudited pro forma condensed combined statement of operations. The adjustment is nonrecurring and is presented as though the Merger had occurred on January 1, 2025.
| c) | Reflects
|
8. Net Loss Per Share
Pro forma basic and diluted net loss per share attributable to common stockholders has been adjusted to reflect the Transactions, including Common Stock issued pursuant to settlement of 3i’s holdings, as if the applicable Transactions had occurred on January 1, 2025.
Because
Ensysce and the pro forma combined company reported net losses for the periods presented, potentially dilutive securities are excluded
from the computation of diluted net loss per share when their inclusion would be anti-dilutive. The shares of common stock underlying
the Series C Preferred Stock have been excluded from the calculation of pro forma basic and diluted net loss per share. The Series C
Preferred Stock is not convertible until receipt of the requisite stockholder approval, at which time it will automatically convert into
common
The pro forma weighted-average shares outstanding are calculated as follows:
| For the Six | For the Year | |||||||
| Months Ended | Ended | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Basic and Diluted | Basic and Diluted | |||||||
| Pro forma net loss | $ | ) | $ | ) | ||||
| Historical weighted-average common shares outstanding | 9,954,626 | 2,557,377 | ||||||
| Common shares issued in connection with settlement of 3i Series B preferred stock | 3,229,276 | 3,229,276 | ||||||
| Pro forma weighted average number of common shares | 13,183,902 | 5,786,653 | ||||||
| Pro forma net loss per share, basic and diluted | $ | ) | $ | ) |
The following table reflects the outstanding dilutive potential shares that are excluded from the calculation of diluted net loss per share due to their anti-dilutive effect.
| For the Six | For the Year | |||||||
| Months Ended | Ended | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Stock options | 93,281 | 87,048 | ||||||
| Warrants | 1,260,291 | 2,440,527 | ||||||
| Convertible notes | 9,187 | |||||||
| Conversions from Series C Preferred Stock | 358,292,000 | 358,292,000 | ||||||
| Performance-Based RSUs
expected to be granted upon closing of the | 4,140,285 | 4,140,285 | ||||||
| Total | 364,969,047 | |||||||