GOLDEN NUGGET ONLINE GAMING, INC. Item 1.01 Entry into a Material Definitive Agreement.
Warrant Assumption Agreement
In connection with the consummation of the Mergers, on
The foregoing description of the Warrant Assumption Agreement does not purport to be complete and is qualified in its entirety by the full text of the Warrant Assumption Agreement, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Trademark License Agreement
As a condition to the completion of the Mergers, on
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Mergers, on
As provided in the Merger Agreement and in connection with the consummation of
the Mergers, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
At the DraftKings Merger Effective Time, each issued and outstanding share of
Class A common stock, par value
At the GNOG Merger Effective Time, each issued and outstanding share of GNOG
Class A Common Stock (other than shares of GNOG Class A Common Stock held in
treasury by GNOG not on behalf of a third party), was converted automatically
into the right to receive 0.365 (the "Exchange Ratio") of a duly authorized,
validly issued, fully paid and nonassessable share of New DraftKings Class A
Common Stock (such fraction of a share of New DraftKings Class A Common Stock,
the "GNOG Merger Consideration"). No fractional shares of New DraftKings Class A
Common Stock were issued in connection with the GNOG Merger, and the holders of
GNOG Class A Common Stock received cash in lieu of any fractional shares of New
DraftKings Class A Common Stock. Given that
At the GNOG Merger Effective Time,
As provided in the Merger Agreement, at the DraftKings Merger Effective Time,
each outstanding restricted stock unit of Old DraftKings (each, an "Old
DraftKings RSU") and each outstanding option to purchase Old DraftKings Common
Stock (each, an "Old DraftKings Option") issued under the DraftKings Inc. 2020
Incentive Award Plan, the DraftKings Inc. Employee Stock Purchase Plan, the
DraftKings Inc. 2017 Equity Incentive Plan, the DraftKings Inc. 2012 Stock
Option & Restricted Stock Incentive Plan and the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Explanatory Note, Item 2.01 and Item 5.03 of this Current Report is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Explanatory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board of Directors
Effective immediately following the GNOG Merger Effective Time, the directors of
GNOG ceased to be directors of GNOG pursuant to the terms of the Merger
Agreement, and the directors of GNOG Merger Sub immediately prior to the GNOG
Merger Effective Time became the directors of GNOG. The names of the directors
of GNOG, effective immediately following the GNOG Merger Effective Time, are
Executive Officers
Effective immediately following the GNOG Merger Effective Time, the officers of GNOG Merger Sub immediately prior to the GNOG Merger Effective Time became the officers of GNOG. The names of the officers of GNOG and their respective positions, in each case effective immediately following the GNOG Merger Effective Time, are indicated below:
Name Title
Paul Liberman Chief Executive Officer and
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the consummation of the GNOG Merger and pursuant to the Merger Agreement, at the GNOG Merger Effective Time, GNOG's certificate of incorporation and bylaws were amended and restated in their entirety. Copies of GNOG's Fifth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibit 3.1 and 3.2, respectively, to this Current Report and are incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofAugust 9, 2021 , by and among Old DraftKings, New DraftKings, GNOG, DraftKings Merger Sub and GNOG Merger Sub (incorporated by reference to Exhibit 2.1 of GNOG's Current Report on Form 8-K/A filed with theSEC onAugust 10, 2021 ). 3.1 Fifth Amended and Restated Certificate of Incorporation of GNOG, effective as ofMay 5, 2022 . 3.2 Amended and Restated Bylaws of GNOG, effective as ofMay 5, 2022 . 4.1 Assignment and Assumption Agreement, dated as ofMay 5, 2022 , by and among New DraftKings, GNOG, Continental, and Computershare. 10.1+ Amended and Restated Trademark License Agreement, dated as ofMay 5, 2022 , by and amongFertitta Entertainment, LLC (f/k/aGolden Nugget, LLC ),GNLV and GNOG LLC . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. GNOG agrees to furnish supplementally a copy of any omitted
schedule or similar attachment to the
+ Certain confidential information - identified by bracketed asterisks "[***]" -
has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation
S-K. GNOG agrees to furnish supplementally a copy of an unredacted copy to the
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