Current Report Filing (8-k)
June 17 2019 - 05:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2019
EMPIRE RESORTS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-12522
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13-3714474
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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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c/o Monticello Casino and Raceway,
204 State Route 17B,
P.O.
Box 5013, Monticello, NY
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12701
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (845)
807-0001
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 to 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:
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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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Common Stock
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NYNY
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Nasdaq
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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 ☐
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 3.02
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Unregistered Sale of Equity Securities
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On June 17, 2019, Empire Resorts, Inc. (the Company) and Kien Huat Realty III Limited (KHRL), the Companys
largest stockholder, entered into a subscription agreement (the KH Subscription Agreement) pursuant to which KHRL purchased 150 shares of the Companys Series F Convertible Preferred Stock, $0.01 per share (the Series F
Preferred Stock), for an aggregate consideration of $15 million. This investment was made pursuant to the terms of that certain commitment letter, by and between KHRL and the Company, originally dated November 5, 2018 and amended on
November 9, 2018 and May 7, 2019 (as amended, the KH 2018 Preferred Stock Commitment Letter). As previously reported on a Current Report on Form
8-K
filed by the Company on
November 14, 2018, February 20, 2019 and May 23, 2019 (the Previous
8-Ks),
KHRL committed to purchase up to $126 million of the Companys Series F Preferred Stock, subject
to the terms and conditions of the KH 2018 Preferred Stock Commitment Letter, in support of the general corporate and working capital requirements of the Company. Pursuant to the KH 2018 Preferred Stock Commitment Letter, KHRL received a commitment
fee in the amount of 1% of the Series F Preferred Stock purchased pursuant to the KH Subscription Agreement.
The issuance by the Company
of the shares of Series F Preferred Stock to KHRL is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involved any public offering. The material terms of the
Series F Preferred Stock are described under Item 3.02 of the Previous
8-Ks
and incorporated herein by reference.
The summary of the KH Subscription Agreement is qualified in its entirety by reference to the complete text of the KH Subscription Agreement,
which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and
incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
Dated: June 17, 2019
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EMPIRE RESORTS, INC.
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By:
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/s/ Ryan Eller
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Name:
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Ryan Eller
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Title:
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President and Chief Executive Officer
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