Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Investment Management Trust Agreement
On June 26, 2020, the stockholders of Leisure Acquisition Corp. (the "Company")
approved an amendment (the "IMTA Amendment") to the Company's investment
management trust agreement, dated December 1, 2017 and as amended on December 5,
2019 and March 26, 2020, by and between the Company and the Continental Stock
Transfer & Trust Company, to extend the date on which to commence liquidating
the trust account ("Trust Account") established in connection with the Company's
initial public offering in the event the Company has not consummated a business
combination from June 30, 2020 to December 1, 2020 (the "Extended Date"). On
June 29, 2020, the Company entered into the IMTA Amendment.
The foregoing is only a summary of the IMTA Amendment and does not purport to be
complete and is qualified in its entirety by reference to the full text of the
respective underlying agreement. A copy of the IMTA Amendment is attached to
this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
Amendment to Expense Advancement Agreement
On June 29, 2020, the Company entered into an amendment (the "Expense
Advancement Amendment") to its expense advancement agreement, dated December 1,
2017 (the "Expense Advancement Agreement"), by and between the Company and Hydra
Management, LLC ("Hydra"), MLCP GLL Funding LLC ("MLCP") and HG Vora Special
Opportunities Master Fund, Ltd. ("HG Vora" and together with Hydra and MLCP, the
"Funding Parties") to increase the total amount of advances available to the
Company under the agreement to $1,125,000 from $1,000,000. As previously
disclosed, the Company issued promissory notes in an aggregate amount of
$1,000,000 to the Funding Parties on January 15, 2020 pursuant to the Expense
Advancement Agreement which were subsequently converted in accordance with the
terms thereunder into warrants to purchase shares of the Company's common stock.
The foregoing is only a summary of the Expense Advancement Amendment and does
not purport to be complete and is qualified in its entirety by reference to the
full text of the respective underlying agreement. A copy of the Expense
Advancement Amendment is attached to this Current Report on Form 8-K as Exhibit
10.2 and incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As a result of the redemptions described below in Item 5.07 of this Current
Report on Form 8-K, the Company had 6,262,283 shares outstanding as of June 29,
2020. Due to the decrease in the number of shares outstanding, the beneficial
ownership percentage of HG Vora Capital Management, LLC, increased to
approximately 55% from approximately 49%.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On June 26, 2020, the stockholders of the Company approved an amendment (the
"Charter Amendment") to the Company's Second Amended and Restated Certificate of
Incorporation, as amended on December 5, 2019 and March 26, 2020, to extend the
date by which the Company must consummate a business combination from June 30,
2020 to the Extended Date. On June 29, 2020, the Company filed the Charter
Amendment with the Secretary of State of the State of Delaware.
A copy of the Charter Amendment is attached to this Current Report on Form 8-K
as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 26, 2020, the Company held a special meeting of stockholders (the
"Special Meeting"). Set forth below are the final voting results for each of the
proposals.
Proposal No. 1 - Extension Amendment
A proposal to amend the Company's Second Amended and Restated Certificate of
Incorporation, as amended on December 5, 2019 and March 26, 2020, to extend the
date by which the Company must consummate a business combination from June 30,
2020 to the Extended Date:
FOR AGAINST ABSTAIN BROKER NON-VOTE
5,851,324 562 0 0
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Proposal No. 2 - Trust Amendment
A proposal to amend the Company's investment management trust agreement, dated
December 1, 2017 and as amended on December 5, 2019 and March 26, 2020, by and
between the Company and the Continental Stock Transfer & Trust Company, to
extend the date on which to commence liquidating the Trust Account established
in connection with the Company's initial public offering in the event the
Company has not consummated a business combination from June 30, 2020 to the
Extended Date:
FOR AGAINST ABSTAIN BROKER NON-VOTE
5,851,324 562 0 0
In connection with the Extension Amendment, holders of 776,290 shares of the
Company's common stock redeemed their shares for cash, for an aggregate
redemption amount of approximately $8.1 million. As a result, approximately
$13.2 million will remain in the Trust Account after payment of redemptions.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
3.1 Amendment dated June 29, 2020 to the Second Amended and Restated
Certificate of Incorporation, as amended on December 5, 2019 and March
26, 2020
10.1 Amendment dated June 29, 2020 to the Investment Management Trust
Agreement, dated December 1, 2017 and as amended on December 5, 2019 and
March 26, 2020, by and between the Company and the Continental Stock
Transfer & Trust Company
10.2 Amendment dated June 29, 2020 to the Expense Advancement Agreement,
dated December 1, 2017, by and between the Company and Hydra Management,
LLC, MLCP GLL Funding LLC and HG Vora Special Opportunities Master Fund,
Ltd.
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