Current Report Filing (8-k)
May 04 2018 - 1:52PM
Edgar (US Regulatory)
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): May 4, 2018 (April 30, 2018)
GOOD
GAMING, INC.
(Exact
name of registrant as specified in charter)
Nevada
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000-53949
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46-3917807
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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)
(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):
[ ]
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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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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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 3, 2018, Good Gaming, Inc. (the “Company”) filed a Certificate of Amendment to Articles of Incorporation (the
“Certificate of Amendment”) with the Secretary of the State of Nevada. Pursuant to its Certificate of Amendment, among
other things, the Company increased its authorized shares of common stock from 100,000,000 to 200,000,000, par value $0.001 per
share (the “Increase of Authorized Common Stock”). The Certificate of Amendment became effective on May 3, 2018. The
description of the Amended Articles of Incorporation of the Company does not purport to be complete and is incorporated herein
by reference, a copy of which is attached herein as Exhibit 3.1.
On
April 30, 2018, the holder of one (1) share of Series C Preferred Stock of the Company which entitles such holder to vote a majority
of the issued and outstanding voting securities of the Company’s acting by written consent approved the Certificate of Amendment
and Increase of Authorized Common Stock.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item
8.01 Other Events.
On
April 30, 2018, 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 adopts the
2018 Stock Incentive Plan (the “2018 Plan”) under which the board of directors of the Company (the “Board”)
may decide at its sole discretion to grant equity awards to certain employees and consultants as set forth in the 2018 Plan. The
description of the 2018 Plan does not purport to be complete and is incorporated herein by reference, a copy of which is attached
herein as Exhibit 99.1.
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:
May 4, 2018
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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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