HOUSTON, Feb. 4, 2021 /PRNewswire/ -- Golden Nugget
Online Gaming, Inc. (Nasdaq: GNOG) ("GNOG" or the "Company") today
announced that it will redeem all of its outstanding public
warrants (the "Public Warrants") to purchase shares of the
Company's Class A common stock (the "Common Stock") that were
issued under the Warrant Agreement, dated as of May 6, 2019 (the "Warrant Agreement"), by and
between the Company and Continental Stock Transfer & Trust
Company, as warrant agent and transfer agent ("Continental"), and
that remain outstanding following 5:00
p.m. New York City time on
March 8, 2021 for a redemption price
of $0.01 per warrant. Warrants that
were issued under the Warrant Agreement in a private placement and
held by the founders of the Company are not subject to this
redemption.
Under the terms of the Warrant Agreement, the Company is
entitled to redeem all of its outstanding Public Warrants for
$0.01 per Public Warrant if the
reported closing price of the Company's Common Stock is at least
$18.00 per share on each of twenty
trading days within a thirty trading day period ending on the third
trading day prior to the date on which a notice of redemption is
given. This performance threshold was achieved following the market
close on January 28, 2021.
All outstanding Public Warrants may be exercised by the holders
thereof until 5:00 p.m. New York City time on March 8, 2021, to purchase shares of the Common
Stock, at the exercise price of $11.50 per share, payable in cash.
At the direction of the Company, Continental Stock Transfer and
Trust Company, in its capacity as warrant agent, has mailed a
notice of redemption to each of the registered holders of the
outstanding Public Warrants. Holders of Public Warrants in
"street name" should immediately contact their broker to determine
their broker's procedure for exercising their Public Warrants since
the process to exercise is voluntary.
The shares of Common Stock underlying the Public Warrants have
been registered by the Company under the Securities Act of 1933, as
amended, and are covered by a registration statement filed on
Form S-1 with, and declared effective by, the Securities
and Exchange Commission
(Registration No. 333-252362).
Questions concerning redemption and exercise of the Public
Warrants can be directed to Continental Stock Transfer &
Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attention:
Compliance Department, telephone number (212) 509-4000.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any GNOG securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful.
About Golden Nugget Online Gaming
Golden Nugget Online Gaming is a leading online gaming company
that is considered a market leader by its peers and was first to
bring Live Dealer and Live Casino Floor to the United States online gaming market. GNOG
was the past recipient of 15 eGaming Review North America Awards,
including the coveted "Operator of the Year" award in 2017, 2018,
2019 and 2020.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, about us and
our industry that involve substantial risks and uncertainties. All
statements other than statements of historical facts contained in
this press release, including statements regarding guidance, our
future results of operations or financial condition, business
strategy and plans, user growth and engagement, product
initiatives, and objectives of management for future operations,
and the impact of COVID-19 on our business and the economy as a
whole, are forward-looking statements. In some cases, you can
identify forward-looking statements because they contain words such
as "anticipate," "believe," "contemplate," "continue," "could,"
"estimate," "expect," "forecast," "going to," "intend," "may,"
"plan," "potential," "predict," "project," "propose," "should,"
"target," "will," or "would" or the negative of these words or
other similar terms or expressions. We caution you that the
foregoing may not include all of the forward-looking statements
made in this press release.
You should not rely on forward-looking statements as predictions
of future events. We have based the forward-looking statements
contained in this press release primarily on our current
expectations and projections about future events and trends,
including the ongoing COVID-19 pandemic that we believe may affect
our business, financial condition, results of operations, and
prospects. These forward-looking statements are not guarantees of
future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other
important factors, many of which are outside GNOG's control, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include the inability to recognize the anticipated benefits of the
Company's business combination; costs related to the business
combination; the inability to maintain the listing of GNOG's shares
on Nasdaq; GNOG's ability to manage growth; GNOG's ability to
execute its business plan and meet its projections; potential
litigation involving GNOG; changes in applicable laws or
regulations, particularly with respect to gaming; general economic
and market conditions impacting demand for GNOG's products and
services, and in particular economic and market conditions in the
media / entertainment / gaming / software industry in the markets
in which GNOG's operates; the potential adverse effects of the
ongoing global coronavirus (COVID-19) pandemic on capital markets,
general economic conditions, unemployment and GNOG's liquidity,
operations and personnel, as well as risks, uncertainties, and
other factors described in the section entitled "Risk Factors" in
GNOG's filings with the SEC, which are available on the SEC's
website at www.sec.gov. Additional information will be made
available in other filings that we make from time to time with the
SEC. In addition, any forward-looking statements contained in this
press release are based on assumptions that we believe to be
reasonable as of this date. We undertake no obligation to update
any forward-looking statements to reflect events or circumstances
after the date of this press release or to reflect new information
or the occurrence of unanticipated events, including future
developments related to the COVID-19 pandemic, except as required
by law.
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SOURCE Golden Nugget Online Gaming, Inc.