Item 1.01 Entry into a Material Definitive Agreement.
On June 7, 2021, Leisure Acquisition Corp (the "LACQ") entered into exchange
agreements with each of the holders of (i) LACQ's warrants issued by LACQ to its
sponsors, which are affiliates of A. Lorne Weil, the Executive Chairman of LACQ
and Daniel B. Silvers, the Chief Executive Officer of LACQ, and its strategic
investor, which is an affiliate of HG Vora Capital Management LLC, in a private
placement simultaneously with the closing of LACQ's initial public offering (the
"Private Placement Warrants") and (ii) other private warrants held by LACQ's
sponsors, the strategic investor, certain members of management and unaffiliated
parties. Pursuant to the exchange agreements, each of these holders exchanged
their warrants for new private warrants. The Private Placement Warrants were
issued pursuant to the warrant agreement under which LACQ's public warrants were
also issued (the "Warrant Agreement") and the other private placement warrants
were on the same terms as the Private Placement Warrants. The new private
warrants are on the same terms as the Private Placement Warrants, except that
they are not issued under the Warrant Agreement and are non-transferable except
to permitted transferees. In addition, the exchange agreement with the sponsor
and the strategic investor provide that any warrants issued under the Expense
Advancement Agreement dated December 1, 2017 among LACQ, the sponsors and the
strategic investor, as amended, will be on the same terms as the new private
warrants. LACQ believes that this exchange will enable LACQ to treat the private
warrants as equity and not liabilities in its financial statements following
completion of the proposed transaction with Ensysce Biosciences, Inc.
("Ensysce").
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01. An aggregate of 8,391,289 Private Placement Warrants and other
private warrants were exchanged for new private warrants in a transaction exempt
from registration under the Securities Act of 1933, as amended (the "Act")
pursuant to Section 3(a)(9) of the Act. The terms of the Private Placement
Warrants are described under Exhibit 4.5 to the Company's Annual Report on Form
10-K, filed with the SEC on March 15, 2021Description of Registrant's
Securities.
Important Information and Where to Find It
In connection with the transaction with Ensysce, LACQ has filed or intends to
file relevant materials with the SEC, including a registration statement on Form
S-4, which will include a proxy statement/ prospectus. Promptly after the
registration statement is declared effective by the SEC, LACQ will mail the
definitive proxy statement/prospectus and a proxy card to each stockholder
entitled to vote at the special meeting relating to the transaction. Investors
and security holders of LACQ are urged to read these materials (including any
amendments or supplements thereto) and any other relevant documents in
connection with the transaction that LACQ will file with the SEC when they
become available because they will contain important information about LACQ,
Ensysce and the transaction. The preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus and other relevant materials in connection
with the transaction (when they become available), and any other documents filed
by LACQ with the SEC, may be obtained free of charge at the SEC's website
(www.sec.gov). The documents filed by LACQ with the SEC also may be obtained
free of charge at LACQ's website at www.leisureacq.com or upon written request
to LACQ at 250 West 57th Street, Suite 415, New York, New York 10107, or by
calling LACQ at (212) 565-6940.
Participants in the Solicitation
LACQ, Ensysce and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Leisure's
shareholders in connection with the proposed transaction. Information about
LACQ's and Ensysce's directors and executive officers and their ownership of
Leisure's securities is set forth in Leisure's Amendment No. 5 to the
Registration Statement on Form S-4 filed with the SEC on June [ ], 2021.
Additional information regarding the interests of those persons and other
persons who may be deemed participants in the proposed transaction may be
obtained by reading the final proxy statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
Non-Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of LACQ, the combined company or Ensysce, nor shall
there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act.
Forward Looking Statements
Certain statements included in this Current Report on Form 8-K that are not
historical facts are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements are sometimes accompanied by words such as
"believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook" and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
statements are based on various assumptions, whether or not identified in this
Current Report on Form 8-K, and on the current expectations of the respective
management teams of Ensysce and LACQ and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as and must not be relied on by an
investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of Ensysce and LACQ. These forward-looking
statements are subject to a number of risks and uncertainties, including the
potential inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the
proposed business combination or that the approval of the stockholders of LACQ
is not obtained; the risk that LACQ is unable to maintain the listing of its
securities on the Nasdaq stock market; the amount of redemption requests made by
LACQ's stockholders, and those factors discussed in LACQ's Form 10-K for the
year ended December 31, 2020, under the heading "Risk Factors," and other
documents LACQ has filed, or will file, with the SEC, including a registration
statement on Form S-4 that will include a proxy statement/prospectus. If any of
these risks materialize or LACQ's and Ensysce's assumptions prove incorrect,
actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither LACQ nor
Ensysce presently know, or that neither LACQ nor Ensysce currently believe are
material, that could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking statements do not
reflect LACQ's or Ensysce's expectations, plans or forecasts of future events
and views as of the date of this Current Report on Form 8-K. Neither LACQ nor
Ensysce anticipate that subsequent events and developments will cause LACQ's and
Ensysce's assessments to change. However, LACQ and Ensysce specifically disclaim
any obligation to update these forward-looking statements. These forward-looking
statements should not be relied upon as representing LACQ's or Ensysce's
assessments of any date subsequent to the date of this Current Report on Form
8-K. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
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