Current Report Filing (8-k)
March 10 2022 - 9:16AM
Edgar (US Regulatory)
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0001454742
2022-03-07
2022-03-07
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xbrli:shares
iso4217:USD
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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): March 7, 2022
GOOD
GAMING, INC.
(Exact
name of registrant as specified in charter)
Nevada
|
|
000-53949 |
|
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) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
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
|
Good Gaming, Inc. |
|
|
|
By: |
/s/David
B. Dorwart |
|
Name: |
David
B. Dorwart
|
|
Title: |
Chief Executive Officer |
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