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Filed pursuant to rule 424(b)(3)
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Registration No. 333-252362
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Prospectus
Supplement No. 1
(to Prospectus dated February 3, 2021)
GOLDEN NUGGET ONLINE GAMING, INC.
Primary
Offering of
16,425,000 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Secondary
Offering of
42,596,458 Shares of Class A Common Stock and
5,883,333 Warrants to Purchase Class A Common Stock
This prospectus supplement updates and supplements
the prospectus dated February 3, 2021 (as supplemented or amended from time to time, the “Prospectus”), which
forms a part of our Registration Statement on Form S-1 (File No. 333-252362).
This prospectus supplement is being filed
to update and supplement certain information contained in the Prospectus with the information contained in our Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission on February 8, 2021 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
This prospectus supplement is not complete
without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is required to be delivered
with this prospectus supplement. If there is any inconsistency between the information in the Prospectus and this prospectus supplement,
you should rely on the information in this prospectus supplement.
Our Class A common stock and public
warrants are listed on The Nasdaq Global Market under the symbols “GNOG” and “GNOGW,” respectively. On
February 5, 2021, the closing price of our Class A common stock was $18.51 per share and the closing price of our warrants
was $6.90.
Investing in our securities involves
risks that are described in the “Risk Factors” section beginning on page 11 of the Prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of any of these securities or passed upon the adequacy or accuracy
of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement
is February 8, 2021.
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 8, 2021
GOLDEN NUGGET ONLINE GAMING, INC.
(Exact name of registrant as specified in
its charter)
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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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¨
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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:
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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. ¨
Item 2.02 Results of Operations and Financial Condition.
On February 8, 2021, Golden Nugget Online
Gaming, Inc. (the “Company”) issued a press release announcing the Company’s preliminary financial results for
the fiscal year ended December 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The information in this Item 2.02, including
Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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 thereunto duly authorized.
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GOLDEN NUGGET ONLINE GAMING, INC.
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Date: February 8, 2021
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By:
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/s/
Tilman J. Fertitta
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Name:
Tilman J. Fertitta
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Title: Chief Executive Officer and Chairman
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Exhibit 99.1
GOLDEN NUGGET ONLINE
GAMING REPORTS RECORD 2020 REVENUE, SEES STRONG MOMENTUM IN MICHIGAN, STRENGTHENS LEADERSHIP TEAM
HOUSTON (February 8,
2021) – Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG) reported preliminary financial results for the full year 2020.
For the twelve months ended December 31, 2020, GNOG reported the following unaudited estimates:
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-
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Total Revenue of between $90.0 and 91.0 million compared to
$55.4 million in 2019, an increase of approximately 63%,
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-
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Gross Gaming Revenue1 of between $101.0 and $102.0 million, compared to $60.9 million during the
same period in 2019, an increase of approximately 67%, and
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-
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Operating Income of between $23.0 and $24.0 million (between
$28.0 and $29.0 million before approximately $4.0 to $5.0 million in costs related to
the business combination with Landcadia Holdings II, Inc.), compared to $17.6 in 2019,
an increase of approximately 38% (or approximately 62% before business combination costs).
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“We are very pleased with yet another
year of rapid and profitable growth. 2020 was a transformational year for GNOG, which went public, reached $100 million in GGR
and signed market access agreements in multiple states. We look forward to replicating our New Jersey success in many other states
and taking advantage of the strong growth of online gaming in the US.” said Tilman J. Fertitta, Chairman and CEO of GNOG.
On January 22nd, GNOG started its online operations
in Michigan, in partnership with the Ojibwa casino. After a soft launch in January, GNOG has been quickly ramping up its online
casino marketing investment, seeing tremendous momentum in player acquisition and revenue.
Thomas Winter, President
of GNOG added, “We are thrilled to be live in Michigan and are optimistic on the revenue opportunity. We have just launched
our marketing campaign and are already recording close to $2 million dollars in daily casino wagers. Michigan is embracing online
gaming at a rapid pace and we anticipate that our business in the Great Lakes State will exceed our earlier expectations”.
GNOG is also pleased to
announce that online gaming industry veteran Kevin Vonasek joined the Company as its Vice President of Corporate Development.
In his new role, Mr. Vonasek will drive the Company’s expansion into new states and work on a broad range of strategic initiatives
including the addition of exclusive and innovative products. Formerly Chief Product Officer Americas at NYX Gaming Group and VP
of Business Development Americas at Scientific Games Digital, Mr. Vonasek is highly regarded in the digital gaming and sports
betting industry.
“Kevin holds the
perfect mix of product, commercial and entrepreneurial expertise that we were looking for. He will play a key role in our ambitious
expansion plans.” said Thomas Winter.
1 Gross Gaming Revenue is a non-GAAP financial
measure. See “Non-GAAP Financial Measure” below for a discussion of the definition of Gross Gaming Revenue and a reconciliation
of Gross Gaming Revenue to its most comparable GAAP measure.
###
Kevin Vonasek said: “For
many years I have held the Golden Nugget team and their accomplishments in the highest regard. I am very excited to be joining
the team and I look forward to helping GNOG expand its market leading position across every US iGaming market.”
About GNOG
Golden Nugget Online Gaming is
a leading online gaming company that is considered a market leader by its peers and was first to bring Live Dealer and Live
Casino Floor to the United States online gaming market. GNOG was the recipient of 15 eGaming Review North America Awards,
including the coveted "Operator of the Year" award in 2017, 2018, 2019 and 2020.
Preliminary Results
The financial results presented in this press
release are preliminary, estimated and unaudited. The preliminary estimated financial results discussed in the press release reflect
management’s estimates based solely upon information available to management as of the date of this press release and are
subject to change upon the completion of GNOG’s financial closing procedures, final adjustments and other developments,
including audit and review by GNOG’s independent registered public accounting firm, that may arise between now and the time
the financial results for the fourth quarter and year-end are finalized. During the course of that process, GNOG may identify
items that would require it to make adjustments, which may be material, to the information in the press release. As a result,
the preliminary unaudited financial information included in the press release is forward-looking information and is subject to
risks and uncertainties, including possible material adjustments to the preliminary financial information and the other risks
and uncertainties described below under “Forward-Looking Statements.” Accordingly, you should not place undue reliance
on these estimates. The information presented herein should not be considered a substitute for the financial information to be
filed with the SEC in GNOG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 once it becomes available.
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve
substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release,
including statements regarding guidance, our expected results of operations or financial condition, business strategy and plans,
user growth and engagement, product initiatives, and objectives of management for future operations, and the impact of COVID-19
on our business and the economy as a whole, are forward-looking statements. In some cases, you can identify forward-looking statements
because they contain words such as "anticipate," "believe," "contemplate," "continue,"
"could," "estimate," "expect," “expectations,“ "forecast," "going to,"
"intend," "may," "plan," "potential," "predict," "project," "propose,"
"should," "target," "will," or "would" or the negative of these words or other similar
terms or expressions. We caution you that the foregoing may not include all of the forward-looking statements made in this press
release.
You should not rely on forward-looking statements as
predictions of future events. We have based the forward-looking statements contained in this press release primarily on our
current expectations and projections about future events and trends, including the ongoing COVID-19 pandemic that we believe
may affect our business, financial condition, results of operations, and prospects. These forward-looking statements are not
guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside GNOG's control, that could cause actual results or
outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that
may affect actual results or outcomes include the inability to recognize the anticipated benefits of GNOG's business
combination; costs related to the business combination; the inability to maintain the listing of GNOG's shares on Nasdaq;
GNOG's ability to manage growth; GNOG's ability to execute its business plan and meet its projections; potential litigation
involving GNOG; changes in applicable laws or regulations, particularly with respect to gaming; general economic and market
conditions impacting demand for GNOG's products and services, and in particular economic and market conditions in the media /
entertainment / gaming / software industry in the markets in which GNOG's operates; the potential adverse effects of the
ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and GNOG's
liquidity, operations and personnel, as well as risks, uncertainties, and other factors described in the section entitled
"Risk Factors" in GNOG's filings with the SEC, which are available on the SEC's website at www.sec.gov. Additional
information will be made available in other filings that we make from time to time with the SEC. In addition, any
forward-looking statements contained in this press release are based on assumptions that we believe to be reasonable as of
this date. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the
date of this press release or to reflect new information or the occurrence of unanticipated events, including future
developments related to the COVID-19 pandemic, except as required by law.
###
Non-GAAP Financial
Measure
Gross gaming revenue is
a financial measure that is not calculated in accordance with generally accepted accounting principles in the United States of
America (“GAAP”). We define gross gaming revenue as gaming revenue plus progressive jackpot accruals and promotional
credits wagered. The reconciliation of this non-GAAP financial measure to its comparable GAAP financial measure is presented in
the table appearing below. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as
a substitute for any measure prepared in accordance with GAAP. GNOG believes that presenting non-GAAP financial measures aids
in making period-to-period comparisons and is a meaningful indication of its actual and estimated operating performance. GNOG’s
management utilizes and plans to utilize this non-GAAP financial information to compare GNOG’s operating performance to
comparable periods and to internally prepared projections. GNOG’s non-GAAP financial measures may not be the same as or
comparable to similar non-GAAP measures presented by other companies.
MEDIA CONTACTS:
Katelyn Roche Gosslee, Katelyn@dpwpr.com
Mary Ann Cuellar, MaryAnn@dpwpr.com
Dancie Perugini Ware Public
Relations
713-224-9115
###
Reconciliation of Gaming Revenue to
Gross Gaming Revenue (Unaudited)
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For the Year Ended
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December 31,
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Estimate
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2020
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2019
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Gaming revenue
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$
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79.0
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$
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47.7
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Progressive jackpot accruals and promotional credits wagered
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22.0
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13.2
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Gross gaming revenue
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$
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101.0
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$
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60.9
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