Current Report Filing (8-k)
October 05 2021 - 5:32PM
Edgar (US Regulatory)
0001454742
false
0001454742
2021-09-30
2021-09-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 30, 2021
GOOD
GAMING, INC.
(Exact
name of registrant as specified in charter)
Nevada
|
|
000-53949
|
|
46-3917807
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
415
McFarlan Road, Suite 108
Kennett
Square, PA 19348
(Address
of Principal Executive Offices) (Zip Code)
(888)
295-7279
(Registrant’s
Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, $0.001 par value per share
|
|
GMER
|
|
OTC
Markets
|
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
1.01 Entry into a Material Agreement.
Employee
Services Agreement with ViaOne Services, LLC
On
September 30, 2021, Good Gaming, Inc. (the “Registrant”) entered into an Employee Services Agreement (the “Services
Agreement”) with ViaOne Services, LLC (“ViaOne”) effective as of September 1, 2021 (the “Effective Date”).
Pursuant to the Services Agreement, ViaOne shall provide to the Registrant services relating to the Registrant’s human resources,
payroll, marketing, advertising, accounting and financing (the “Services”) for a monthly management fee of $42,000 (the “Monthly
Management Fee”) for a period of one year commencing from the Effective Date and automatically renewing for successive terms of
one (1) year each unless either party provides the other party with at least ninety (90) days advance written notice of its intent not
to renew the Services Agreement. In accordance with the terms of the Services Agreement, ViaOne shall have the right to convert part
or all of the Monthly Management Fee into shares of the Registrant’s common stock, par value $0.001 per share (the “Common
Stock”) at the Conversion Rate equal to 125% of the Conversion Amount, divided by the Conversion Price, as those terms are defined
in the Services Agreement.
The
foregoing description of the terms of the Services Agreement is not complete and is qualified in its entirety by reference to the full
text of the Services Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Unless specified in this Current Report, capitalized terms have the meanings defined in the Services Agreement.
Revolving
Convertible Promissory Note with ViaOne Services, LLC
On
September 30, 2021, the Registrant entered into a revolving convertible promissory note (the “Revolving Note”) with ViaOne.
Under the terms of the Revolving Note, the Registrant promises to pay to ViaOne the principal sum of $1,000,000 or such lesser amount
as may be advanced to the Registrant by ViaOne from time to time, pursuant to the Revolving Note. In consideration for extending the
Revolving Note to the Registrant, the Registrant granted ViaOne warrants to purchase 1,000,000 shares of Common Stock at an exercise
price of $0.42, a premium of 20% to the closing bid price of the Common Stock the trading day prior to the execution of the Revolving
Note. Payment of all obligations under the Revolving Note is secured by a security interested granted to ViaOne by the Registrant in
all of the right, title and interest of the Registrant in all of the assets of the Registrant currently owned or acquired hereafter.
The
Revolving Note (and any unpaid interest or liquidated damages amount) may be converted into shares of Common Stock at a conversion price
of eighty-five percent (85%) of the VWAP for the five (5) trading days immediately prior to the date of the notice of conversion. The
Revolving Note contains customary events of default, including, among others, the failure by the Registrant to make a payment of principal
or interest when due. Following an event of default, ViaOne is entitled to accelerate the entire indebtedness under the Revolving Note.
The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the Revolving Note.
The
foregoing description of the terms of the Revolving Note is not complete and is qualified in its entirety by reference to the full text
of the Revolving Note, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein. Unless
specified in this Current Report, capitalized terms have the meanings defined in the Revolving Note.
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 hereunto duly authorized.
Date:
October 5, 2021
|
GOOD
GAMING, INC.
|
|
|
|
|
By:
|
/s/
David B. Dorwart
|
|
Title:
|
David
B. Dorwart
|
|
Name:
|
Chief
Executive Officer
|
Good Gaming (QB) (USOTC:GMER)
Historical Stock Chart
From Aug 2024 to Sep 2024
Good Gaming (QB) (USOTC:GMER)
Historical Stock Chart
From Sep 2023 to Sep 2024