Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
February 18 2021 - 9:28AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 18, 2021
LEISURE
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38306
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82-2755287
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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250
West 57th Street, Suite 415 New York, New York 10107
(Address
of principal executive offices) (Zip Code)
(646)
565-6940
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒
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Written communication pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencements communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Common Stock, par
value $0.0001 per share
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LACQ
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The Nasdaq Stock
Market LLC
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Warrants to purchase
one share of Common Stock
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LACQW
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The Nasdaq Stock
Market LLC
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Units, each consisting
of one share of Common Stock and one-half of one Warrant
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LACQU
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The Nasdaq Stock
Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosure.
On
February 18, 2021, Leisure Acquisition Corp. (“Leisure” or the “Company”) together with
Ensysce Biosciences, Inc. (“Ensysce”) jointly issued a press release announcing the appointment of David Humphrey
as Chief Financial Officer of Ensysce.
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, Leisure 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, Leisure 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 Leisure are urged to read these
materials (including any amendments or supplements thereto) and any other relevant documents in connection with the transaction
that Leisure will file with the SEC when they become available because they will contain important information about Leisure,
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 Leisure with the SEC,
may be obtained free of charge at the SEC’s website (www.sec.gov). The documents filed by Leisure with the SEC also may
be obtained free of charge at Leisure’s website at www.leisureacq.com or upon written request to Leisure at 250 West 57th
Street, Suite 415, New York, New York 10107, or by calling Leisure at (212) 565-6940.
Participants
in the Solicitation
Leisure,
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 Leisure’s directors and
executive officers and their ownership of Leisure’s securities is set forth in Leisure’s Definitive Proxy filed with
the SEC on November 3, 2020. 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 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 Leisure, 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
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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LEISURE
ACQUISITION CORP.
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Date: February 18, 2021
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By:
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/s/
Daniel B. Silvers
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Name:
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Daniel B. Silvers
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Title:
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Chief Executive Officer and Director
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Leisure Acquisition (NASDAQ:LACQ)
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