Leisure Acquisition Corp.

Five amendments in, neither the registered share count nor the offering price has moved, so nothing in the fee table records a change of terms across the whole sequence. The $2,733,485 is a Rule 457(f)(2) construct rather than a valuation: Ensysce is private, no market exists for its securities and it has an accumulated deficit, so the price is one-third of the aggregate par value of the stock to be exchanged, rounded up to $.01 per share. The special meeting remains in person at LACQ's own offices on a date and at a time left blank.

The reference price is the vehicle's own $10.00 rather than a market quote: at $10.00 per LACQ share, the total Merger Consideration of 17,336,655 shares would have a value of $173,336,550, computed on Ensysce's shares outstanding at April 7, 2021 and expressly excluding shares underlying Ensysce options and warrants and shares issuable on the Newly Issued Ensysce Convertible Notes. Those exclusions sit inside the registered 18,000,000, so the headline consideration understates the issuance. The meeting's date and time are blank.

Three amendments in, the registered share count and the offering price are exactly as first filed, so nothing in the fee table records a change of terms. The $2,733,485 is a Rule 457(f)(2) construct: Ensysce is private, no market exists for its securities and it has an accumulated deficit, so the price is one-third of the aggregate par value of the stock to be exchanged, rounded up to $.01 per share. The special meeting remains an in-person meeting at LACQ's own offices on a date and at a time both left blank.

The registered amount has not moved from the original filing, so the 18,000,000-share dilution ceiling has held. The offering price is a Rule 457(f)(2) construct rather than a valuation: Ensysce is private, no market exists for its securities and it has an accumulated deficit, so the price is one-third of the aggregate par value of the stock to be exchanged, rounded up to $.01 per share because the arithmetic gives less than a cent. The special meeting is still to be held in person at LACQ's offices on a date and at a time both left blank.

18,000,000 shares is the ceiling on issuance and it already includes the maximum shares issuable in respect of the Newly Issued Ensysce Convertible Notes, so that convertible overhang sits inside the figure rather than on top of it. The $2,733,485 offering price is a Rule 457(f)(2) construct — Ensysce is private, no market exists for its securities and it has an accumulated deficit — computed as one-third of the aggregate par value of the stock to be exchanged and rounded up to $.01 per share. The special meeting date and time are blank.

The fee is computed under Rule 457(f)(2) because Ensysce is private, no market exists for its securities and it has an accumulated deficit — so the price is one-third of the aggregate par value of the Ensysce common stock to be exchanged, which works out below $0.01 per share and is rounded up to $0.01 for the filing fee. That is a book-value formality rather than a valuation of the target. The special meeting is to be held in person at LACQ's own offices at 250 West 57th Street on a date and at a time both left blank.

The fee table prices the deal in two very unequal tranches: $10.40 per share for 22,876,251 common shares but only $0.19 per share for a further 19,253,926 common shares, plus $0.89 per warrant on 10,000,000 warrants, for a maximum transaction value of $250,471,256.34 and a fee of $32,511.17. The redemption mechanics are spelled out in capitals: a holder must elect redemption and tender shares to the transfer agent, by certificate or through DTC's DWAC system, at least two business days before the vote, and gets nothing back if the combination is not completed.

This is the audited record of the same closing the December 5 8-K reported, and every figure agrees with it — which is the point of reading both: an audited balance sheet that confirms rather than corrects leaves the $200,000,000 trust and the roughly $7,000,000 deferred underwriting discount as settled facts for this vehicle. The purchaser list is repeated without the defined sponsor terms, so the December 5 filing remains the better source on who bought the warrants.

Trust is $200,000,000 against 20,000,000 public units, and its composition is stated: $196,000,000 of IPO proceeds including about $7,000,000 of deferred underwriting discount, plus $4,000,000 of the private placement money. The deferred discount is a claim ahead of holders at closing. Two sponsors plus an outside fund, HG Vora, and members of management share the at-risk warrant capital, rather than one sponsor carrying it. The clock is 24 months from December 5, 2017.

What changed: Ensysce Biosciences, Inc. (Nasdaq: ENSC) furnished a press release dated August 13, 2026 reporting second quarter 2026 results. Why it matters: The $0.7 million of cash on the June 30 balance sheet is not the company's current position — the approximately $31 million arrived in August, after the period being reported, which is why the release states the two separately. The second $38.6 million tranche is conditional on clinical milestones and is a ceiling, not committed capital.

What changed: Ensysce Biosciences filed an 8-K/A amending a prior report, noting a $50,000 payment to Tungsten Partners LLC and including a Certificate of Correction to the Series C Non-Voting Convertible Preferred Stock Certificate of Designation. Why it matters: This is a post-close amendment reflecting minor administrative corrections to the preferred stock designation and a small payment, with no changes to the original 8-K's other disclosures.

What changed: Ensysce Biosciences, Inc. filed as Exhibit 2.1 the Agreement and Plan of Merger dated August 5, 2026 among itself as Parent, PHRMA Merger Sub I, Inc., PHRMA Merger Sub II, LLC and Cy Biopharma, Inc. First Merger Sub merges into Cy Biopharma, which becomes a wholly owned subsidiary, and immediately afterwards Cy Biopharma merges into Second Merger Sub, with the two steps intended as an integrated transaction under Revenue Ruling 2001-46 qualifying as a reorganization under Section 368(a) of the Code. The consideration to Cy Biopharma stockholders is Parent Preferred Stock Payment Shares. Why it matters: The parent's stockholder vote happens after closing, not before, so Ensysce holders do not approve the transaction itself — what they vote on is the matters that make the preferred stock convertible. The consideration is preferred stock rather than common, which is how the deal closes without that vote, and the financing is a closing condition in its own right.

What changed: Ensysce Biosciences, Inc., the Leisure Acquisition Corp. successor, reported that on July 10, 2026 it received a resignation notice from Jeffrey Millard, who served as Chief Operating Officer, dated and effective the same day. No reason for the departure, successor arrangement or severance term is disclosed, and the only exhibit is the inline XBRL cover page. The report is signed by President and Chief Executive Officer Dr. Lynn Kirkpatrick. Why it matters: A single officer resignation carries no trust, redemption or deadline consequence at a company whose SPAC closed years ago, and the filing discloses no disagreement. The detail worth logging is the effect on an already thin executive bench: a small clinical-stage de-SPAC losing its COO with immediate effect and no named replacement concentrates operating responsibility on the CEO, which raises key-person risk at a company that still depends on financing rather than revenue.