United States securities and exchange commission logo
April 11, 2021
Daniel B. Silvers
Chief Executive Officer
Leisure Acquisition Corp.
250 West 57th Street , Suite 415
New York , NY 10107
Re: Leisure Acquisition
Corp.
Registration
Statement on Form S-4
Filed March 15,
2021
File No. 333-254279
Dear Mr. Silvers:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1. Please revise the
prospectus cover page to disclose the expected ownership percentages in
the combined company of
LACQ's public stockholders, the Sponsor and the Strategic
Investor, the Other
Stockholders and Ensysce's stockholders. Please also revise to identify
the Strategic Investor
and the Other Stockholders.
Questions and Answers, page 5
2. Please disclose under
an appropriate heading Ensysce's ability to issue the Newly Issued
Ensysce Convertible
Notes and that shares underlying such notes will be exchanged
for shares of the
combined company. Please make similar revisions in the Merger section.
Daniel B. Silvers
FirstName LastNameDaniel
Leisure Acquisition Corp. B. Silvers
Comapany
April NameLeisure Acquisition Corp.
11, 2021
April 211, 2021 Page 2
Page
FirstName LastName
3. Please revise this section, where appropriate, to disclose the number
of redemptions that
would cause LACQ to fail to meet the net tangible assets test.
Q: Following the business combination, will LACQs securities continue to trade
on a stock
exchange ? , page 6
4. Please disclose here and on the cover page when you will file the
initial listing application
for the combined company and whether Nasdaq's determination will be
known at the time
that stockholders are asked to vote on the merger agreement. Please
revise to make it clear
whether the merger is conditioned upon Nasdaq listing approval.
Q: What conditions must be satisfied to complete the business combination ? ,
page 7
5. Please revise to identify which conditions to the completion of the
merger may be waived.
Q: How do I exercise my redemption rights?, page 11
6. Please revise your disclosure here and throughout your document to
indicate whether
stockholders must vote on the transaction (or must vote against the
transaction) in order to
exercise their redemption rights.
Prospectus Summary
Ensysce, page 14
7. We note that Ensysce is a clinical-stage company with limited trial
data to date and no
approved products. As such, please revise here and throughout to
remove your claim that
Ensysce has "innovative solutions" for pain relief.
Risk Factors
Risks Related to Ensysce s Business, Financial Condition and Capital
Requirements, page 22
8. Please add a bullet point highlighting the potential dilutive effects
of drawdowns under the
Share Purchase Agreement between Ensysce and GEM Global.
Risk Factors
Ensysce's internal controls over financial reporting currently do not meet all
of the standards...,
page 62
9. Please revise your disclosure in this risk factor to specifically
identify the material
weaknesses that were identified in Ensysce's controls over financial
reporting. Please also
provide similar disclosure under an appropriate heading in the section
"Ensysce's
Management's Discussion and Analysis of Financial Condition and
Results of
Operations."
Daniel B. Silvers
FirstName LastNameDaniel
Leisure Acquisition Corp. B. Silvers
Comapany
April NameLeisure Acquisition Corp.
11, 2021
April 311, 2021 Page 3
Page
FirstName LastName
Background of the Transactions, page 80
10. Please revise your disclosure in this section to briefly explain why
the merger agreement
between LACQ and GTWY Holdings was terminated.
11. Please revise your disclosure in this section to describe how LACQ
arrived at the
valuation of $210 million for Ensysce. In your revisions, please
describe the methodology
employed by LACQ's management and LACQ's board in reaching the
valuation.
Financial Terms, page 84
12. We note your disclosure that the LACQ Board considered the financial
analysis conducted
by LACQ s management team and reviewed by the Board and that in its
view such
analysis supported the valuation of Ensysce. Please expand your
disclosure to describe the
process and methodology employed by LACQ management in preparing the
financial
analysis and those employed by the LACQ Board in evaluating such
analysis, including
the underlying assumptions. Address in your response the extent to
which management or
the Board relied upon financial forecasts prepared by Ensysce
management.
Strategic Terms, page 84
13. We note your statements that Ensysce has obtained Fast Track
designation and that you
expect this designation to accelerate the FDA approval process and
reduce the time to
commercial launch. Please revise your disclosure to explicitly state
that fast track
designation does not guarantee an accelerated review by the FDA.
Certain Forecasted Financial Information for Ensysce, page 86
14. Please revise your discussion to clearly describe and quantify the
significant assumptions
that support the revenue projections in each year through 2030.
Include in your response a
discussion of the factors that you considered in determining that
these assumptions were
reasonable. Refer to the relevant guidance in Item 10(b) of Regulation
S-K. In addition,
please remove all disclaimers surrounding the financial projections,
including the
statement that the projected financial information is the
responsibility of Ensysce s
management. LACQ, as the registrant, is responsible for all
information in the filing and
may not disclaim responsibility for its contents.
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Adjustments to the Unaudited Combined Balance Sheet, page 125
15. We note that adjustment 4 consists of multiple transactions. Please
show us the entries for
the individual components of adjustment 4 and consider how you might
make the
disclosure clearer. Tell us how the adjustments reflect the payment of
the costs of the
business combination of $10,939,596. Also tell us why you reflect
payments through the
issuance of stock and not cash.
Daniel B. Silvers
FirstName LastNameDaniel
Leisure Acquisition Corp. B. Silvers
Comapany
April NameLeisure Acquisition Corp.
11, 2021
April 411, 2021 Page 4
Page
FirstName LastName
16. Please tell us why you do not discuss the impact of the GEM warrants
in your pro forma
presentation.
Business Overview, page 151
17. Please revise the pipeline chart in this section and on page 155 to
include a third column
for Phase III.
18. Please revise your disclosure in this section to define the term
'prodrug.'
Information About Ensysce, page 151
19. Please revise this section, where appropriate, to describe the
material terms of Ensysce's
acquisition of Mucokinetica Ltd. and describe any ongoing obligations,
including
potential future royalty payments. Please also file the acquisition
agreement as an exhibit
to the registration statement or tell us why it is not required to be
filed.
Our Strengths, page 153
20. We note your statement that the human data collected for Ensysce's
lead product
candidate reduces the risk of clinical failure. Please remove this
conclusion that Ensysce
has reduced the risk of clinical failure as it is premature and
speculative.
PF614-101 Phase 1 Clinical Trial, page 156
21. Please revise your description of the Phase 1 clinical trial of PF614
to describe who
conducted the trial and whether a head-to-head comparison was made to
OxyContin OP.
If a head-to-head comparison was not made, please tell us whether you
expect to be able
to reply on such comparison for purposes of marketing approval. Please
also disclose the
time period for the trial and the number of doses administered to each
subject. Please also
revise the "Safety" section to define "naltrexone" and explain its
role in the clinical trial.
Nafamostat, page 157
22. Please revise to provide the basis for the claim that nafamostat has
the potential to be
effective for the treatment of COVID-19. To the extent the claim is
based on Ensysce's
management's belief, please so state.
Intellectual Property, page 158
23. Please consider disclosing the information in this section in tabular
format e.g., by patent
family. To the extent material, please also disclose the fact that
Ensysce has not updated
patent office records to reflect Ensysce's ownership of patent filings
related to PF614 and
other technologies, as referenced on page 58. If applicable, please
discuss whether this
might place any limitations on Ensysce's ability to enforce its
patents. Please also revise to
disclose the jurisdictions of Ensysce's foreign patents.
Daniel B. Silvers
FirstName LastNameDaniel
Leisure Acquisition Corp. B. Silvers
Comapany
April NameLeisure Acquisition Corp.
11, 2021
April 511, 2021 Page 5
Page
FirstName LastName
Ensysce's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations
Comparison of the Years Ended December 31, 2020 and 2019, page 174
24. Please revise to include a discussion of federal grant revenue each
period in your results of
operations. Refer to Item 303(b)(2) of Regulation S-K.
Liquidity and capital resources, page 175
25. Please revise this section, where appropriate, to discuss the material
terms of Ensysce's
federal grant agreements, equity financings and convertible promissory
notes.
Description of LACQ's Securities, page 180
26. Please revise this section to include a discussion of the exclusive
forum provision
referenced on page 70.
Security Ownership of Certain Beneficial Owners and Management, page 187
27. Please revise to identify the natural persons with voting and/or
dispositive control of the
shares held by HG Vora Capital Management, LLC and BV Advisory
Partner, LLC.
Certain Relationships and Related Person Transactions
Covistat, page 192
28. Please revise your disclosure to clarify whether there are any
revenue-sharing
arrangements with any of the co-investors in Covistat.
Leisure Acquisition Corp. Audited Financial Statements
Statements of Operations, page F-4
29. Please revise to include the fiscal year periods for each column.
Note 6. Commitments
Forgiveness of Accounts Payable, page F-14
30. We note that during the year ended December 31, 2020, two of your
service providers
forgave certain amounts and as a result $3,298,207 was recorded as
other income. Please
clarify the basis for your accounting treatment and tell us whether
these service providers
were shareholders.
Ensysce Biosciences, Inc. Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Fair Value Measurement, page F-29
31. Please revise to disclose the significant assumptions used to
determine the fair value of the
Daniel B. Silvers
Leisure Acquisition Corp.
April 11, 2021
Page 6
contingent put option. Refer to ASC 820-10-50-2(bbb).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jeanne Bennett at 202-551-3606 or Kate Tillan at
202-551-3604 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Christine Westbrook at 202-551-5019
with any other
questions.
Sincerely,
FirstName LastNameDaniel B. Silvers
Division of
Corporation Finance
Comapany NameLeisure Acquisition Corp.
Office of Life
Sciences
April 11, 2021 Page 6
cc: Daniel L. Forman, Esq.
FirstName LastName