Business Context and Reporting Period
This Form 8-K is filed by Leisure Acquisition Corp. (LACQ), a special purpose acquisition company (SPAC), on February 1, 2021. The filing announces a definitive business combination agreement with Ensysce Biosciences, Inc. (Ensysce). The registrant is an emerging growth company listed on the Nasdaq Capital Market.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either Leisure Acquisition Corp. or Ensysce Biosciences, Inc. This document serves as a notification of a corporate event rather than a financial performance report.
Material Changes and Events
- Business Combination: Leisure Acquisition Corp. entered into a definitive agreement to merge with Ensysce Biosciences, Inc.
- Nasdaq Compliance: The Company previously received a notice of non-compliance regarding the 36-month deadline to complete a business combination (originally due December 1, 2020) and minimum publicly held share requirements.
- Listing Extension: Following a hearing on January 19, 2021, the Nasdaq Hearing Panel granted an extension for continued listing through June 1, 2021, contingent on meeting specific milestones to complete a business combination.
Guidance, Outlook, and Risks
- Transaction Process: Leisure intends to file a registration statement on Form S-4, which will include a proxy statement/prospectus for shareholder voting.
- Delisting Risk: If the Company fails to regain compliance with Nasdaq listing rules by the June 1, 2021 deadline, its securities will be delisted from the Nasdaq Capital Market.
- Regulatory Status: The information in this filing is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings.
Investor Verification Checklist
- Verify the terms of the definitive business combination agreement in the attached press release (Exhibit 99.1).
- Monitor the upcoming Form S-4 filing for the definitive proxy statement/prospectus containing detailed transaction terms and Ensysce's financial data.
- Confirm the Company's progress toward the June 1, 2021 milestone to avoid Nasdaq delisting.
- Review the ownership interests of directors and executive officers as disclosed in the Definitive Proxy filed on November 3, 2020.