Item 7.01. Regulation FD Disclosure.
On
In connection with the Business Combination, the stockholders of Former Ensysce,
as of immediately prior to the effective time of the Merger, received shares of
the Company and hold a portion of the shares of Common Stock, par value
On
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This report will not be deemed an admission as to the materiality of any of the information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Item 8.01. Other Events.
Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements may be made
directly in this report. Some of the forward-looking statements can be
identified by the use of forward-looking words. Statements that are not
historical in nature, including the words "anticipate," "expect," "suggests,"
"plan," "believe," "intend," "estimates," "targets," "projects," "should,"
"could," "would," "may," "will," "forecast" and other similar expressions are
intended to identify forward-looking statements. All forward-looking statements
are based upon management estimates and forecasts and reflect the views,
assumptions, expectations, and opinions of the Company as of the date of this
report, and may include, without limitation, changes in general economic
conditions, including as a result of COVID-19, all of which are accordingly
subject to change. Any such estimates, assumptions, expectations, forecasts,
views or opinions set forth in this report constitute the Company's judgments
and should be regarded as indicative, preliminary and for illustrative purposes
only. The forward-looking statements and projections contained in this report
are subject to a number of factors, risks and uncertainties, some of which are
not currently known to the Company, that may cause the Company's actual results,
performance or financial condition to be materially different from the
expectations of future results, performance of financial condition. Although
such forward-looking statements have been made in good faith and are based on
assumptions that the Company believes to be reasonable, there is no assurance
that the expected results will be achieved. The Company's actual results may
differ materially from the results discussed in forward-looking statements.
Additional information on factors that may cause actual results and the
Company's performance to differ materially is included in the Company's filings
with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, dated as ofJune 30, 2021 . 99.2 Press Release, dated as ofJune 30, 2021 .
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