Current Report Filing (8-k)
February 01 2022 - 05:23PM
Edgar (US Regulatory)
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2022-01-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 31, 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 |
|
(Commission |
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(IRS
Employer |
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of
incorporation) |
|
File
Number) |
|
Identification
No.) |
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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☐ |
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)) |
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 |
|
None |
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.
On
January 31, 2022, Good Gaming, Inc. (the “Company”)
and Silver Linings Management, LLC entered into a Promissory Note
Conversion Agreement (the “Agreement”). Pursuant to the Agreement,
the Company and Silver Linings Management, LLC agreed to convert
the entire amount of outstanding principal under a note from a loan
agreement between the Company and Silver Linings Management, LLC in
the principal amount of $13,439.50 dated April 7, 2016, into
one-thousand six-hundred and eighty (1,680) shares of Series B
Preferred Stock, $0.001 par value, effective December 31,
2021.
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
February 1, 2022, the Company issued a press release announcing the
launch of its “Buddy Masters” program. A copy of the Company’s
press release is furnished with this Form 8-K and attached hereto
as Exhibit 99.1.
The
information in Item 1.01, Item 7.01 and Item 9.01 of this Current
Report on Form 8-K, including the attached Exhibits 10.1 and 99.1
are being furnished pursuant to Item 1.01, Item 7.01 and Item 9.01
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
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:
February 1, 2022
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Good
Gaming, Inc. |
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By: |
/s/
David B. Dorwart |
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Name: |
David
B. Dorwart |
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Title: |
Chief
Executive Officer |
Good Gaming (QB) (USOTC:GMER)
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