Ensysce Biosciences, Inc 10-K for FY2020

Ensysce Biosciences, Inc. (ENSC)

10-K 2021-03-15 For: 2020-12-31

Added on April 12, 2026

About this 10-K

Ensysce Biosciences, Inc filed this 10-K on March 15, 2021, covering the fiscal year ended December 31, 2020 (FY2020).

Headline figures

Fiscal year ended December 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $2.4M; up 557.1% from net income of $365.95K a year earlier

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Delaware		82-2755287
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

250 West 57 ^th Street, Suite 415 New York, NY		10107
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	LACQ	The Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock	LACQW	The Nasdaq Stock Market LLC
Units, each consisting of one share of Common Stock and one-half of one Warrant	LACQU	The Nasdaq Stock Market LLC

		PAGE

PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	43
Item 2.	Properties	43
Item 3	Legal Proceedings	43
Item 4.	Mine Safety Disclosures	43

PART II		44
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	44
Item 6.	Selected Financial Data	44
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 8.	Financial Statements and Supplementary Data	50
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	50
Item 9A.	Controls and Procedures	50
Item 9B.	Other Information	51

PART III		52
Item 10.	Directors, Executive Officers and Corporate Governance	52
Item 11.	Executive Compensation	60
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13.	Certain Relationships and Related Transactions, and Director Independence	62
Item 14.	Principal Accountant Fees and Services	65

PART IV
Item 15.	Exhibits, Financial Statement Schedules	65
Item 16.	Form 10-K Summary	67

Signatures		68

	●	“we,” “us,” “company”, “our company” or LACQ are to Leisure Acquisition Corp.;

	●	“public shares” are to shares of our common stock sold as part of the units in our initial public offering (whether they were purchased in such offering or thereafter in the open market);

	●	“public stockholders” are to the holders of our public shares, including our initial stockholders and members of our management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided, that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares;

	●	“management” or our “management team” are to our executive officers and directors;

	●	“Hydra sponsor” are to Hydra Management, LLC, a Delaware limited liability company, an affiliate of A. Lorne Weil, our Executive Chairman;

	●	“Matthews Lane sponsor” are to Matthews Lane Capital Partners LLC, a Delaware limited liability company, an affiliate of Daniel B. Silvers, our Chief Executive Officer;

	●	“sponsors” are to our Hydra sponsor and our Matthews Lane sponsor, collectively;

	●	failure to maintain the listing on, or the delisting of our securities from, Nasdaq or an inability to have our securities listed on Nasdaq or another national securities exchange following our Business Combination;

	●	our public securities’ potential liquidity and trading;

	●	“strategic investor” or “HG Vora” means HG Vora Capital Management LLC on behalf of one or more funds or accounts managed by it;

	●	“initial stockholders” are to holders of our founder shares prior to our initial public offering;

	●	“founders shares” are to shares of our common stock initially purchased by our initial stockholders in a private placement prior to our initial public offering;

	●	“private placement warrants” are to the warrants issued to certain of our initial stockholders in a private placement simultaneously with the closing of our initial public offering; and

	●	“private placement units” are to the units our strategic investor has agreed to purchase on substantially the same terms as the sale of units in our Initial Public Offering at $10.00 per unit, to occur concurrently with the consummation of our Business Combination.

	●	our ability to complete our proposed Business Combination with Ensysce Biosciences, Inc. (“Ensysce”);

	●	the success of Ensysce’s business, including its ability to successfully develop its product candidates if our proposed Business Combination with Ensysce is consummated;

	●	our success in retaining or recruiting, or changes required in, officers and key employees of Ensysce or our directors following our Business Combination;

	●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our Business Combination, as a result of which they would then receive expense reimbursements;

	●	our potential ability to obtain additional financing to complete our Business Combination, if necessary, and to obtain additional financing to fund Ensysce’s operations and research and development if our proposed Business Combination with Ensysce is consummated;

	●	the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance;

	●	the Trust Account not being subject to claims of third parties; or

	●	subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our Business Combination; and

	●	cause us to depend on the marketing and sale of a single product or limited number of products or services.

Type of Transaction		Whether Stockholder Approval is Required

Purchase of assets		No

Purchase of stock of target not involving a merger with the company		No

Merger of target into a subsidiary of the company		No

Merger of the company with a target		Yes

	●	we issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;

	●	any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or

	●	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

	●	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

	●	we will consummate our Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination;

	●	if our Business Combination is not consummated during the Combination Period, then our existence will terminate and we will distribute all amounts in our Trust Account; and

	●	higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

	●	laws governing the manner in which future Business Combinations may be effected;

	●	regulations related to customs and import/export matters;

	●	tax issues, such as tax law changes and variations in tax laws as compared to the United States;

	●	crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

	●	deterioration of political relations with the United States; and

	●	may significantly dilute the equity interest of existing stockholders;

	●	may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

	●	could cause a change in control if a substantial number of shares of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

	●	default and foreclosure on our assets if our operating revenues after a Business Combination are insufficient to repay our debt obligations;

	●	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

	●	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

	●	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

	●	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;