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 8, 2021
GOLDEN NUGGET ONLINE GAMING, INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-38893
(Commission
File Number)
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83-3593048
(IRS Employer
Identification No.)
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1510 West Loop South, Houston, Texas 77027
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: 713-850-1010
Not Applicable
(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:
x
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting materials pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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GNOG
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The Nasdaq Stock Market LLC
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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 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 5.07 Submission
of Matters to a Vote of Security Holders.
As previously
disclosed, on August 9, 2021, Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”
or “GNOG”), DraftKings Inc., a Nevada corporation ( “DraftKings”),
New Duke Holdco, Inc., a Nevada corporation and a wholly owned subsidiary of DraftKings (“New
DraftKings”), Duke Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of New DraftKings, and Gulf Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New DraftKings (“Gulf
Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”),
pursuant to which, among other things, Gulf Merger Sub will merge with and into GNOG (the “Gulf
Merger”), with GNOG surviving the Gulf Merger as a wholly owned subsidiary of New DraftKings.
The parties’ obligations to consummate the transactions
contemplated by the Merger Agreement (the “Transactions”) are
conditioned upon, among other things, the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of
the Company’s common stock entitled to vote on such matter. On September 8, 2021, each of (i) Tilman J. Fertitta, the holder
of 4,090,625 shares of Class A Common Stock, par value $0.0001 per share, of the Company, and (ii) Landry’s Fertitta, LLC, the
holder of 31,657,545 shares of Class B common stock, par value $0.0001 per share, of the Company, which together represent
approximately 88% of the combined voting power of all outstanding shares of the Company’s common stock, pursuant to Section
6.4(a) of the Merger Agreement, delivered to the Company a written consent adopting the Merger Agreement and
approving the Transactions, including the Gulf Merger. Accordingly, on September 8, 2021, the Merger Agreement was adopted by the
Company’s stockholders, which satisfies one of the conditions to the closing of the Transactions. The closing of the
Transactions remains subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act
of 1995, known as the PSLRA. When used in this communication, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,”
“may,” “will,” “should,” “future,” “propose” and variations of these words
or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. 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 of GNOG's control, that could cause actual results
or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements include, without
limitation, DraftKings’ and GNOG’s expectations with respect to future performance and anticipated financial impacts of the
proposed Transactions, the satisfaction of the closing conditions to the proposed Transactions and the timing of the completion of the
proposed Transactions. These forward-looking statements involve significant risks and uncertainties that could cause the actual results
to differ materially from the expected results. Most of these factors are outside of DraftKings’ and GNOG’s control and are
difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings
that may be instituted against DraftKings and GNOG following the announcement of the Merger Agreement and the transactions contemplated
therein; (2) the inability to complete the proposed Transactions, including due to failure to obtain approvals or other determinations
from certain gaming regulatory authorities, or to satisfy other conditions to closing in the Merger Agreement; (3) the occurrence of
any event, change or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the
transactions contemplated therein to fail to close; (4) the inability to obtain or maintain the listing of New DraftKings Class A common
stock on The Nasdaq Stock Market following the proposed Transactions; (5) the risk that the proposed Transactions disrupt current plans
and operations as a result of the announcement and consummation of the proposed Transactions; (6) the ability to recognize the anticipated
benefits of the proposed Transactions, which may be affected by, among other things, competition and the ability of the combined company
to grow and manage growth profitably and retain its key employees; (7) costs related to the proposed Transactions; (8) changes in applicable
laws or regulations, particularly with respect to gaming, gambling, sportsbooks, fantasy sports and other similar businesses; (9) the
possibility that DraftKings, GNOG or the combined company may be adversely affected by other economic, business, and/or competitive factors;
(10) market and supply chain disruptions due to the COVID-19 outbreak or other epidemics, pandemics or similar public health events;
and (11) other risks and uncertainties indicated from time to time in GNOG’s filings with the Securities and Exchange Commission
(“SEC”), including the joint information statement/prospectus relating to the proposed Transactions when filed. GNOG
cautions that the foregoing list of factors is not exclusive. GNOG cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. For a discussion of additional risks and uncertainties, which could cause actual results
to differ from those contained in the forward-looking statements, see those described under “Risk Factors” in GNOG's filings
with the SEC. GNOG does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
No Offer or Solicitation
This communication is not intended to and shall not constitute an
offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall
there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the
United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction
not subject to, such registration requirements.
Additional Information about the Transactions and Where to Find
It
In connection with the proposed Transactions, New DraftKings intends
to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include an information
statement of GNOG, an information statement of DraftKings, an offering prospectus of New DraftKings, and certain other related documents.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT DRAFTKINGS, NEW DRAFTKINGS AND GNOG AND THE TRANSACTIONS. The definitive information statements that will form part of the Registration
Statement will be mailed to stockholders of GNOG and DraftKings as of a record date to be established. Investors and security holders
will also be able to obtain copies of the Registration Statement and other documents containing important information about each of the
companies once such documents are filed with the SEC, without charge, at the SEC's web site at www.sec.gov.
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 thereunto duly authorized.
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GOLDEN NUGGET ONLINE GAMING, INC.
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Date: September 8, 2021
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By:
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/s/ Michael Harwell
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Name: Michael Harwell
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