Current Report Filing (8-k)
January 14 2022 - 4:38PM
Edgar (US Regulatory)
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2022-01-10
2022-01-10
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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): January 10, 2022
GOOD
GAMING, INC.
(Exact
name of registrant as specified in charter)
Nevada
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000-53949
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26-3988293
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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415
McFarlan Road, Suite 108
Kennett
Square, PA 19348
(Address
of Principal Executive Offices) (Zip Code)
844-419-7445
(Registrant’s
Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
☐
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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 material 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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None
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None
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None
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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 ☐
If
an emerging growth company, indicate by check mart 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 Agreement.
Second
Amendment to Employee Services Agreement
On
January 14, 2022, Good Gaming, Inc. (the “Company”) and ViaOne Services, LLC, a Texas Limited Liability Company
(the “ViaOne”) entered into a second amendment (the “Second Amendment”) to the Amended Employee Services
Agreement, as amended on December 31, 2021 (the “Agreement”). Pursuant to the Second Amendment, the Client Business Employees
(as defined in the Agreement), including employees and consultants of ViaOne, shall also be deemed consultants of the Company and shall
be eligible to participate in the Company’s Employee Incentive Plan.
The
foregoing description of the Second Amendment is not complete and is subject to, and qualified in its entirety by the full text of the
Agreement, which
is attached to this Current Report on Form 8-K as Exhibit 10.1, the terms of which are incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
January 10, 2022, David Sterling, 57, was appointed as Chief Operating Officer of the Company. Mr. Sterling will report to David
Dorwart, the Company’s Chief Executive Officer.
Prior
to joining the Company, Mr. Sterling was a Managing Director for Chicago4Real Entertainment LLC (“Chicago4Real”) from January
2020 until December 2021, where he created and managed a fully integrated content development studio producing live-streaming and on-demand
original programming. Prior to his time at Chicago4Real, from January 2015 until December 2020, Mr. Sterling was Managing Director at
LOOT Interactive LLC. Mr. Sterling has over 25 years of experience which includes developing and expanding innovative content products
for live and on-demand streaming, cross-platform gaming (mobile, console, PC, streaming), VR, AR, podcasting, non-profit outreach, and
diverse lifestyle genres. On the marketing side, Mr. Sterling also has leadership experience in the direct-to-consumer content development
industry.
Mr.
Sterling will be paid pursuant to the Agreement whereby employees of ViaOne perform services for the benefit of the Company. Mr. Sterling
will receive a base salary of $180,000 and will be eligible for a bonus of up to fifty (50%) percent of his base salary at the discretion
of the Board of Directors of the Company (the “Board”). Further, pursuant to the Employee Services Agreement, Mr. Sterling
shall be eligible to receive employee stock grants or options at the discretion of the Board.
The
foregoing description of the Agreement is not complete and is subject to, and qualified in its entirety by the full text of the Agreement,
which is attached to this Current Report on Form 8-K as Exhibit 10.1, the terms of which are incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
January 11, 2022, the Company issued a press release announcing the appointment of Mr. Sterling as described in Item 5.02 of this Form
8-K. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
The
information set forth under Item 1.01, Item 5.02 and Item 8.01 of this Current Report on Form 8-K is hereby incorporated in Item 7.01
by reference.
The information in Item 1.01, Item
5.02, Item 7.01 and Item 8.01 of this Current Report on Form 8-K, including the attached Exhibits 10.1,99.1 and 99.2 are
being furnished pursuant to Item 1.01, Item 5.02, Item 7.01 and Item 8.01 and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities
Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation
language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item
8.01 Other Events.
On
January 13, 2022, the Company issued a press release announcing its engagement with RedChip Companies to lead the Company’s investor
relations efforts.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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 hereunto duly authorized.
Date:
January 14, 2022
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Good Gaming,
Inc.
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By:
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/s/ David
B. Dorwart
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Name:
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David B. Dorwart
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Title:
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Chief Executive Officer
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