Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on November 30, 2020, Leisure Acquisition Corp. (the
"Company") received formal notice from the Listing Qualifications Department
(the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based
upon the Company's non-compliance with certain of the Nasdaq Listing Rules, the
Company's securities were subject to delisting unless the Company timely
requested a hearing before the Nasdaq Hearings Panel (the "Panel"). Following a
hearing before the Panel, at which the Panel considered the Company's
non-compliance with Nasdaq Listing Rule IM-5101-2, which requires a special
purpose acquisition company ("SPAC") complete one or more business combinations
within 36 months of the effectiveness of the registration statement filed in
connection with its initial public offering, and Nasdaq Listing Rule 5550(a)(4),
which requires a minimum of 500,000 shares in the public float, the Panel
granted the Company an extension, through June 1, 2021, to complete an initial
business combination and thereby evidence compliance with all criteria for
initial listing on Nasdaq. The notice stated that June 1, 2021 constituted the
full extent of the Panel's discretion in this matter.
The Company continues to work towards completion of the proposed business
combination with Ensysce Biosciences, Inc. ("Ensysce"); however, the merger has
not yet been consummated. As a result, on June 1, 2021, Nasdaq notified the
Company that trading in the Company's securities on Nasdaq will be suspended
effective with the open of the market on Thursday, June 3, 2021 (the "Suspension
Notice"). The Company expects that its securities will be immediately eligible
to trade on the OTC Markets system beginning that same day, on Thursday, June 3,
2021. Although trading, if any, will occur in the over-the-counter market
beginning June 3, 2021, the Company will remain technically listed on Nasdaq
pending the expiration of all Nasdaq review and appeal processes. The Company
plans to appeal the Suspension Notice and believes completion of the merger will
enable it to evidence Nasdaq listing compliance by June 30, 2021; however, there
can be no assurance that the Company's proposed merger with Ensysce will be
completed or that the Company's securities will trade on Nasdaq upon completion
of the merger.
In addition, and prior to the issuance of Suspension Notice, on May 25, 2021,
the Company received formal notice from the Staff indicating that the Company's
failure to timely file the Form 10-Q for the period ended March 31, 2021 (the
"Form 10-Q") with the Securities and Exchange Commission (the "SEC"), as
required by Nasdaq Listing Rule 5250(c)(1) (the "Filing Requirement"), could
serve as a separate basis for suspension and delisting of the Company's
securities from Nasdaq. The Company was granted the opportunity to submit a plan
to regain compliance with the Filing Requirement for the Panel's review by no
later than June 1, 2021 and, notwithstanding the Suspension Notice, today
submitted that plan.
As publicly disclosed and separately communicated to both the Nasdaq Staff and
Panel, the Company was unable to complete the merger with Ensysce or to timely
file the Form 10-Q with the SEC due to the additional time required by the
Company to determine and otherwise address the appropriate accounting treatment
for the Company's warrants, as a result of the SEC statement released on April
12, 2021, entitled "Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the
"SEC Statement"). The SEC Statement provided guidance to all SPAC-related
companies regarding the appropriate accounting for and reporting of warrants in
their financial statements. The delay in completing the merger and filing the
Form 10-Q resulted from the need to reevaluate the accounting treatment for its
warrants and determine whether any of such warrants should be classified as a
liability measured at fair value, with non-cash fair value adjustments recorded
in earnings at each reporting period and file a Form 10-K/A incorporating
restated financial statements.
The Nasdaq notifications do not impact the Company's obligation to file periodic
reports with the SEC under applicable federal securities laws.
Item 7.01 Regulation FD Disclosure.
On June 1, 2021, the Company issued a press release concerning notice it has
received from Nasdaq. A copy of the press release is attached as Exhibit 99.1 to
this current report and is incorporated herein by reference.
The information furnished in this Item 7.01 (including the exhibits) shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and is not incorporated by reference into any
filing under the Securities Act of 1933, as amended (the "Securities Act"), or
the Exchange Act.
Important Information and Where to Find It
In connection with the transaction described herein, 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. 4 to the
Registration Statement on Form S-4 filed with the SEC on May 3, 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.
© Edgar Online, source Glimpses