Current Report Filing (8-k)
March 10 2022 - 09:16AM
Edgar (US Regulatory)
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2022-03-07 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):
March 7, 2022
GOOD GAMING, INC.
(Exact
name of registrant as specified in charter)
|
Nevada |
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000-53949 |
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46-3917807 |
|
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
|
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
415 McFarlan Road,
Suite 108
Kennett Square,
PA
19348
(Address
of Principal Executive Offices) (Zip Code)
(888)
295-7279
(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):
|
☐ |
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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|
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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)) |
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 mark 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
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
March 7, 2022, the holder of one (1) share of Series C Preferred
Stock of the Company that entitles such holder to vote a majority
of the issued and outstanding voting securities of the Company’s
approved by written consent that the Company adopt 2022 Stock
Incentive Plan (the “2022 Plan”), which replaced the 2018 Stock
Incentive Plan. There are 30,000,000 shares authorized under the
2022 Plan, which is an increase from 10,000,000 authorized under
the 2018 Plan. Under the 2022 Plan, the board of directors of the
Company (the “Board”) may decide at its sole discretion to grant
equity awards to certain employees and consultants, including
employees and consultants of ViaOne Services, Inc., who are also
deemed consultants of the Company. In addition, on March 7,
2022, Advisors, including David Dorwart, Kevin LaPierre, Brian
Young, Brandon Young, Byron Young, and Suleman Bhmani were each
granted 762,395 share under the 2022 Plan. Mr. Dorwart
was also granted 885,600 shares as the principal executive officer
of the Company and David Sterling was granted 264,553 shares under
the 2022 Plan.
The
description of the 2022 Plan does not purport to be complete and is
incorporated herein by reference, a copy of which is attached
herein as Exhibit 10.1.
Item
7.01 Regulation FD Disclosure.
On
March 10, 2022, the Company issued a press release announcing
enhancements to its MicroBuddies NFT Game and the adoption of the
2022 Plan. 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 5.02, 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 5.02, 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:
March 10, 2022
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Good Gaming, Inc. |
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|
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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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