0001454742 false 0001454742 2022-01-31 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   000-53949   26-3988293
(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)

 

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):

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   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.

 

Exhibit

Number

  Description
     
10.1   Promissory Note Conversion Agreement dated January 31, 2022.
99.1   Press Release dated February 1, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101)

 

 

 

 

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

 

  Good Gaming, Inc.
   
  By: /s/ David B. Dorwart
  Name: David B. Dorwart
  Title: Chief Executive Officer

 

 

Good Gaming (QB) (USOTC:GMER)
Historical Stock Chart
From Jul 2022 to Aug 2022 Click Here for more Good Gaming (QB) Charts.
Good Gaming (QB) (USOTC:GMER)
Historical Stock Chart
From Aug 2021 to Aug 2022 Click Here for more Good Gaming (QB) Charts.