Current Report Filing (8-k)
February 04 2021 - 9:19AM
Edgar (US Regulatory)
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):
February 4, 2021
GOLDEN NUGGET ONLINE GAMING, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38893
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83-3593048
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1510 West Loop South, Houston, Texas
77027
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: 713-850-1010
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share
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GNOG
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The Nasdaq Stock Market LLC
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Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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GNOGW
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The Nasdaq Stock Market LLC
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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 x
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. ¨
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Item 7.01.
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Regulation FD Disclosure.
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On February 4, 2021,
Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), issued a press release announcing the redemption
of all of its outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s Class A Common
Stock that were issued under the Warrant Agreement, dated as of May 6, 2019 (the “Warrant Agreement”), by and among
the Company and Continental Stock Transfer & Trust Company, as warrant agent, as part of the units sold in the Company’s
initial public offering, at a redemption price of $0.01 per Public Warrant for those Public Warrants that remain outstanding following
5:00 p.m. New York City time on March 8, 2021. Private Placement Warrants (as such term is defined in the Warrant Agreement) still
held by Permitted Transferees (as such term is defined in the Warrant Agreement) of the Sponsors, are not subject to this redemption.
A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
A copy of the form of
the Notice of Redemption to be delivered by the Company is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
None of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 nor the Notice of Redemption attached
hereto as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any Company securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
The information in this
Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of the Exchange Act,
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01.
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Financial Statements
and Exhibits.
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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.
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GOLDEN NUGGET ONLINE GAMING, INC.
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By:
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/s/ Tilman J. Fertitta
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Name:
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Tilman J. Fertitta
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Title:
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Chief Executive Officer and Chairman
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Date: February 4, 2021
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