Item 8.01 Other Events.
On
March 21, 2019, PlayAGS, Inc. (the Company) issued a press release in connection with the closing of its previously announced secondary public offering of 4,000,000 shares of the Companys common stock, par value $0.01, by
Apollo Gaming Holdings, L.P. (the Selling Stockholder) at a price to the public of $25.50 per share. Following the offering, the Selling Stockholder and funds affiliated with Apollo Global Management, LLC. are expected to beneficially
own approximately 22.3% of the Companys common shares. The Company did not sell any shares and did not receive any proceeds from the offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Morgan Stanley and Jefferies acted as underwriters for the offering.
The information under this Item 8.01, including Exhibit 99.1, is deemed furnished and not filed under Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The information in
this Current Report on Form
8-K,
including Exhibit 99.1, may contain forward-looking statements based on managements current expectations and projections, which are intended to qualify for the safe
harbor of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the public offering and other statements
identified by words such as believe, will, may, might, likely, expect, anticipates, intends, plans, seeks, estimates,
believes, continues, projects and similar references to future periods, or by the inclusion of forecasts or projections. All forward-looking statements are based on current expectations and projections of future
events. These forward-looking statements reflect the current views, models, and assumptions of the Company, and are subject to various risks and uncertainties that cannot be predicted or qualified and could cause actual results in the Companys
performance to differ materially from those expressed or implied by such forward looking statements. These risks and uncertainties include, but are not limited to, the ability of the Company to maintain strategic alliances, unit placements or
installations, grow revenue, garner new market share, secure new licenses in new jurisdictions, successfully develop or place proprietary product, comply with regulations, have its games approved by relevant jurisdictions and other factors set forth
under Risk Factors in the prospectus supplement on Form 424(b)(1), filed with the Securities and Exchange Commission on March 20, 2019. All forward-looking statements made herein are expressly qualified in their entirety by these
cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Readers are cautioned that all forward-looking statements speak only to the facts and circumstances
present as of the date of this press release. The Company expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.