United States securities and exchange commission logo
April 27, 2021
Daniel B. Silvers
Chief Executive Officer
Leisure Acquisition Corp.
250 West 57th Street , Suite 415
New York , NY 10107
Re: Leisure Acquisition
Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed April 16,
2021
Amendment No. 2 to
Registration Statement on Form S-4
Filed April 19,
2021
Amendment No. 3 to
Registration Statement on Form S-4
Filed April 21,
2021
File No. 333-254279
Dear Mr. Silvers:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our April
11, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-4
The Merger
Financial Terms, page 84
1. We note your response
to prior comment 12 and reissue in part. Please expand your
disclosure to discuss
the extent to which LACQ's Board of Directors relied on the
financial projections
provided by Ensysce to support its decision to approve the
Transactions. In this
regard, clarify whether the projections were accepted or whether
Daniel B. Silvers
FirstName LastNameDaniel
Leisure Acquisition Corp. B. Silvers
Comapany
April NameLeisure Acquisition Corp.
27, 2021
April 227, 2021 Page 2
Page
FirstName LastName
management or the Board made any adjustments to these projections and
if so, describe
such adjustments.
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Adjustments to the Unaudited Combined Balance Sheet, page 125
2. Refer to prior comment 15. Please tell us the nature of the $5 million
payable to one of
Ensysce s vendors, where else you disclose this transaction in the
filing, and why the
amount is accounted for as an expense of the business combination.
3. Please refer to prior comment 16. Please disclose the significant
assumptions underlying
your Black-Scholes valuation of the GEM warrants.
Pro Forma Adjustments to the Unaudited Combined Statements of Operations, page
127
4. Please refer to prior comment 15. Please tell us why you do not
reflect the transaction
costs in the statement of operations and explain in the notes whether
you expect the
transaction costs to recur.
Information about Ensysce
PF614-101 Phase 1 Clinical Trial, page 156
5. We note your response to prior comment 21, which we reissue in part.
Please revise to
indicate how many doses of PF614 or OxyContin OP were administered to
each subject
and the time period over which the doses were administered to each
subject.
Ensysce's Management's Discussion and Analysis of Financial Condition and
Results of
Operations of Ensysce
Liquidity and capital resources, page 175
6. We note your response to prior comment 25 and reissue. With respect to
the federal
research grants, please disclose the material terms of the grants
including, but not limited
to, (i) your obligations under the grants, (ii) whether the grants
must be repaid, (iii) the
process for obtaining the remaining funding pursuant to the grants and
(iv) whether the
government has any rights with respect to the intellectual property
and/or product
candidates that are created with grant proceeds. With respect to the
convertible promissory
notes, please disclose the counterparties, interest rates, repayment
terms, conversion terms
and whether the consummation of the transactions contemplated by the
registration
statement will trigger the conversion of the notes. Finally, please
also include a discussion
of the material terms of the GEM Facility in this section.
Daniel B. Silvers
Leisure Acquisition Corp.
April 27, 2021
Page 3
Ensysce Biosciences, Inc. Financial Statements
Note 3. Summary of Significant Accounting Policies
Fair Value Measurement, page F-28
7. Refer to prior comment 31. Please explain why the proposed disclosures do
not include
quantitative information about the significant unobservable inputs used
in the fair value
measurement. Refer to ASC 810-10-50-2(bbb)(2). Also, explain to us why
you believe
that the Form S-4 should not be amended to include the disclosure.
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 27, 2021 Page 3
cc: Daniel L. Forman, Esq.
FirstName LastName