Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Investment Management Trust Agreement

On June 26, 2020, the stockholders of Leisure Acquisition Corp. (the "Company") approved an amendment (the "IMTA Amendment") to the Company's investment management trust agreement, dated December 1, 2017 and as amended on December 5, 2019 and March 26, 2020, 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 June 30, 2020 to December 1, 2020 (the "Extended Date"). On June 29, 2020, the Company entered into the IMTA Amendment.

The foregoing is only a summary of the IMTA Amendment and does not purport to be complete and is qualified in its entirety by reference to the full text of the respective underlying agreement. A copy of the IMTA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Amendment to Expense Advancement Agreement

On June 29, 2020, the Company entered into an amendment (the "Expense Advancement Amendment") to its expense advancement agreement, dated December 1, 2017 (the "Expense Advancement Agreement"), by and between the Company and Hydra Management, LLC ("Hydra"), MLCP GLL Funding LLC ("MLCP") and HG Vora Special Opportunities Master Fund, Ltd. ("HG Vora" and together with Hydra and MLCP, the "Funding Parties") to increase the total amount of advances available to the Company under the agreement to $1,125,000 from $1,000,000. As previously disclosed, the Company issued promissory notes in an aggregate amount of $1,000,000 to the Funding Parties on January 15, 2020 pursuant to the Expense Advancement Agreement which were subsequently converted in accordance with the terms thereunder into warrants to purchase shares of the Company's common stock.

The foregoing is only a summary of the Expense Advancement Amendment and does not purport to be complete and is qualified in its entirety by reference to the full text of the respective underlying agreement. A copy of the Expense Advancement Amendment is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As a result of the redemptions described below in Item 5.07 of this Current Report on Form 8-K, the Company had 6,262,283 shares outstanding as of June 29, 2020. Due to the decrease in the number of shares outstanding, the beneficial ownership percentage of HG Vora Capital Management, LLC, increased to approximately 55% from approximately 49%.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On June 26, 2020, the stockholders of the Company approved an amendment (the "Charter Amendment") to the Company's Second Amended and Restated Certificate of Incorporation, as amended on December 5, 2019 and March 26, 2020, to extend the date by which the Company must consummate a business combination from June 30, 2020 to the Extended Date. On June 29, 2020, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware.

A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 26, 2020, the Company held a special 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 Company's Second Amended and Restated Certificate of Incorporation, as amended on December 5, 2019 and March 26, 2020, to extend the date by which the Company must consummate a business combination from June 30, 2020 to the Extended Date:





   FOR      AGAINST   ABSTAIN   BROKER NON-VOTE
5,851,324     562        0             0




                                       1

Proposal No. 2 - Trust Amendment

A proposal to amend the Company's investment management trust agreement, dated December 1, 2017 and as amended on December 5, 2019 and March 26, 2020, by and between the Company and the Continental Stock Transfer & Trust Company, to extend the date on which to commence liquidating the Trust Account established in connection with the Company's initial public offering in the event the Company has not consummated a business combination from June 30, 2020 to the Extended Date:





   FOR      AGAINST   ABSTAIN   BROKER NON-VOTE
5,851,324     562        0             0

In connection with the Extension Amendment, holders of 776,290 shares of the Company's common stock redeemed their shares for cash, for an aggregate redemption amount of approximately $8.1 million. As a result, approximately $13.2 million will remain in the Trust Account after payment of redemptions.

Item 9.01 Financial Statements and Exhibits.






Exhibit No.                                 Description
3.1             Amendment dated June 29, 2020 to the Second Amended and Restated
              Certificate of Incorporation, as amended on December 5, 2019 and March
              26, 2020
10.1            Amendment dated June 29, 2020 to the Investment Management Trust
              Agreement, dated December 1, 2017 and as amended on December 5, 2019 and
              March 26, 2020, by and between the Company and the Continental Stock
              Transfer & Trust Company
10.2            Amendment dated June 29, 2020 to the Expense Advancement Agreement,
              dated December 1, 2017, by and between the Company and Hydra Management,
              LLC, MLCP GLL Funding LLC and HG Vora Special Opportunities Master Fund,
              Ltd.




                                       2

© Edgar Online, source Glimpses