Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-237693 and 333-237693-01
PROSPECTUS SUPPLEMENT NO. 6
(to prospectus dated April 23, 2020)
DRAFTKINGS INC.
44,725,831 Shares of Class A Common Stock
This prospectus supplement is being filed
to update and supplement the information contained in the prospectus dated April 23, 2020 (as supplemented or amended from time
to time, the “Prospectus”), with the information contained in our Current Report on Form 8-K, which was filed with
the Securities and Exchange Commission (“SEC”) on October 5, 2020 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement
relate to the offer and sale, from time to time, by the selling securityholders identified in the Prospectus, or their permitted
transferees, of (i) 30,471,352 shares of Class A common stock that were issued to certain institutions in connection with the closing
of the Business Combination (as defined in the Prospectus) (the “Private Placement”), (ii) 3,000,000 shares of Class
A common stock underlying the warrants to purchase shares of Class A common stock that were issued in the Private Placement (the
“PIPE Warrants”) and (iii) 11,254,479 shares of Class A common stock to be issued to the holders of the subordinated
convertible promissory notes of DK (as defined in the Prospectus) (the “Convertible Notes”). The Prospectus had also
related to the offer and sale of 3,000,000 PIPE Warrants, all of which have been exercised or redeemed.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with,
the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with
the Prospectus and 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 is traded on The
Nasdaq Global Select Market under the symbol “DKNG.” The PIPE Warrants were previously traded on The Nasdaq Global
Select Market, but all PIPE Warrants were exercised or redeemed in full as of July 2, 2020. On October 5, 2020, the closing price
of our Class A common stock was $60.55 per share.
Investing in our securities involves
risks that are described in the “Risk Factors” section beginning on page 11 of the Prospectus.
Neither the SEC nor any state securities
commission has approved or disapproved of the securities to be issued under this Prospectus or determined if the Prospectus or
this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement
is October 5, 2020.
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):
October 5, 2020
DRAFTKINGS INC.
(Exact name of registrant as specified in
its charter)
Nevada
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001-38908
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84-4052441
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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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222 Berkeley Street, 5th Floor
Boston, MA 02116
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (617) 986-6744
(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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DKNG
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share (1)
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N/A (1)
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N/A (1)
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(1) DraftKings Inc. filed a Form 25 on
July 20, 2020 to delist and deregister its Warrants. The delisting became effective on June 30, 2020 and the Warrants are no longer
trading on Nasdaq. The deregistration of the Warrants under Section 12(b) of the Securities Exchange Act of 1934 will be effective
90 days, or such shorter period as the Securities and Exchange Commission may determine, after filing of the Form 25.
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
1.01 Entry into a Material Definitive Agreement.
On October
5, 2020, DraftKings Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain Stockholders
Agreement, dated as of April 23, 2020 (the “Agreement”), by and among the Company and the stockholders party thereto.
Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Agreement.
The Amendment
caused all lock-up periods applicable to the Stockholders under the Agreement to expire effective as of October 20, 2020.
The foregoing
description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the
Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(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.
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DRAFTKINGS INC.
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Date: October 5, 2020
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By:
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/s/ R. Stanton Dodge
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Name:
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R. Stanton Dodge
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Title:
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Chief Legal Officer and Secretary
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