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): November 26, 2019

 

LEISURE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38306   82-2755287

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

250 West 57th Street, Suite 2223

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:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

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

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 26, 2019, Leisure Acquisition Corp. (the “Company”) held a special meeting in lieu of the 2019 annual meeting of stockholders (the “Special Meeting”). Set forth below are the final voting results for each of the proposals.

 

Proposal No. 1 – Extension Amendment

 

A proposal to amend (the “Extension Amendment”) the Company’s Second Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination from December 5, 2019 to April 5, 2020 (the “Extended Date”):

 

For   Against   Abstain   Broker Non-Votes 
 19,119,041    2    1,991,539    1,635,903 

 

Proposal No. 2 – Trust Amendment

 

A proposal to amend the Company’s investment management trust agreement, dated December 1, 2017, by and between the Company and the Continental Stock Transfer & Trust Company, to extend the date on which to commence liquidating the trust account (“Trust Account”) established in connection with the Company’s initial public offering in the event the Company has not consummated a business combination from December 5, 2019 to the Extended Date:

 

For   Against   Abstain   Broker Non-Votes 
 20,773,580    2    337,000    1,635,903 

 

Proposal No. 3 – Election of Directors

 

The election of two directors to serve as Class II directors on the Company’s Board of Directors until the 2022 Annual Meeting of Stockholders or until their respective successors are elected and qualified:

 

Nominee  For   Withheld   Broker Non-Votes 
Steven M. Rittvo   17,729,980    3,380,602    1,635,903 
David L. Weinstein   17,729,980    3,380,602    1,635,903 

 

 Proposal No. 4 –Ratification of the Appointment of the Independent Registered Public Accounting Firm

 

Ratification of the selection by the Audit Committee of the Company’s Board of Directors of Marcum LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2019: 

 

For   Against   Abstain   Broker Non-Votes 
 19,509,354    0    3,237,131    0 

 

As a result of the voting at the Special Meeting, each of the nominees for director named above was elected and each of the proposals described above was approved by the Company’s stockholders. In connection with the Extension Amendment, holders of 1,123,749 shares of the Company’s common stock redeemed their shares for cash, for an aggregate redemption amount of approximately $11.6 million. As a result, approximately $194.6 million will remain in the Trust Account after payment of redemptions.

 

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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.

 

  LEISURE ACQUISITION CORP. 
     
Date: December 3, 2019 By: /s/ Daniel B. Silvers
  Name: Daniel B. Silvers
  Title: Chief Executive Officer and Director

 

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