Business Context and Reporting Period
This Form 8-K, filed on June 29, 2021, reports on events occurring on June 28, 2021, regarding Leisure Acquisition Corp. (LACQ). The filing details the results of a special meeting of stockholders held to approve a business combination with Ensysce Biosciences, Inc. The transaction involves a merger where LACQ's subsidiary merges into Ensysce, with Ensysce continuing as the surviving entity.
Key Financial Metrics and Voting Results
The filing does not provide standard financial metrics such as revenue, profit, cash flow, or debt levels for the reporting period. Instead, it focuses on capital structure changes and voting outcomes:
- Shares Outstanding: 6,224,268 shares of LACQ Common Stock were outstanding as of the record date (May 21, 2021).
- Shares Present: 5,748,658 shares were present or represented by proxy, constituting a quorum.
- Redemptions: 5,000 shares were redeemed at a price of approximately $10.366 per share in connection with the transaction closing.
- Voting Outcome: All seven proposals submitted to stockholders were approved with overwhelming support, receiving zero votes against for the primary business combination and charter proposals.
Material Changes
The primary material change is the approval of the merger agreement between Leisure Acquisition Corp. and Ensysce Biosciences, Inc. Key structural changes approved include:
- Authorized Shares: Increase from 101,000,000 to 151,500,000 shares (150,000,000 common and 1,500,000 preferred).
- Governance: Adoption of Delaware Court of Chancery as the exclusive forum for specific legal actions and a requirement for a majority vote to amend by-laws.
- Compensation: Approval of the Ensysce Biosciences, Inc. 2021 Omnibus Incentive Plan.
- Board Composition: Election of seven new directors to serve staggered terms.
Outlook, Risks, and Management Commentary
The filing confirms the successful completion of the shareholder vote required to proceed with the business combination. Management commentary is limited to the factual reporting of the vote results and the execution of the merger agreement dated January 31, 2021. The filing notes that the transaction involves the issuance of more than 20% of the company's outstanding shares, which was approved under Nasdaq Rules 5635(a), (b), and (d). No specific forward-looking financial guidance or risk factors beyond the standard transaction mechanics are detailed in this specific report.
Investor Verification Checklist
- Verify the final closing date of the merger between Leisure Acquisition Corp. and Ensysce Biosciences, Inc.
- Confirm the post-merger ticker symbol and trading status on the NASDAQ Stock Market.
- Review the definitive terms of the Ensysce Biosciences, Inc. 2021 Omnibus Incentive Plan approved by shareholders.
- Check for any subsequent filings regarding the actual cash proceeds retained after the 5,000 share redemptions.
- Monitor the integration of the new board of directors and their initial strategic announcements.