FULL HOUSE RESORTS, INC. (NASDAQ:FLL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.

On March 19, 2018, Full House Resorts, Inc. (the "Company") entered into a letter agreement (the "Letter Agreement") with Union Gaming Securities LLC (the "Placement Agent") relating to the Company’s registered direct offering, issuance and sale (the "Offering") to certain investors (the "Purchasers") of up to 4,166,667 shares (the "Shares") of the Company’s common stock at a price of $3.00 per Share, for an aggregate purchase price of $12.5 million, on a "reasonable best efforts" basis. to the terms of the Letter Agreement, upon the closing of the Offering, the Company has agreed to pay the Placement Agent a cash fee of $225,000, if the aggregate purchase price paid by the Purchasers is $10 million or less, or $250,000 if the aggregate purchase price paid by the Purchasers exceeds $10 million and to reimburse the Placement Agent for its expenses incurred in connection with the Offering up to $25,000. The Letter Agreement contains customary representations, warranties, covenants and indemnification of the Placement Agent by the Company.

The Company expects to receive aggregate net proceeds, after deducting placement agent fees and other estimated expenses related to the Offering, in the amount of approximately $12.2 million. Mr. Ellis Landau, a director of the Company, is expected to purchase 100,000 Shares in the Offering. The Company has agreed to indemnify Mr. Landau against certain liabilities that may arise in connection with the Offering.

The Company intends to use the net proceeds from the Offering for general corporate purposes, including Phase One of its planned expansion of Bronco Billy's Casino and Hotel in Cripple Creek, Colorado. Phase One includes exercising its options to purchase the Imperial Hotel and certain parcels of land adjacent to Bronco Billy's, and building a 286-space parking garage. Phase One also includes completing the refurbishment of the Imperial Hotel and refurbishing and re-opening the Imperial Casino, which the Company has the option to either lease or purchase.

The Placement Agent and its affiliates may have provided to the Company and its affiliates in the past, and may provide from time to time in the future, certain commercial banking, financial advisory, investment banking and other services in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions.

The Offering is being made to the Company’s shelf registration statement on Form S-3 (File No. 333-222390), which was declared effective by the Securities and Exchange Commission (the "SEC") on January 12, 2018, the base prospectus dated January 2, 2018, and a preliminary prospectus supplement filed with the SEC on March 22, 2018, to Rule 424(b) under the Securities Act of 1933, as amended. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Letter Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

A copy of the opinion of Greenberg Traurig, LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached to this Current Report on Form 8-K as Exhibit 5.1.

Item 7.01. Regulation FD Disclosure.

On March 22, 2018, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 hereto.

Item 9.01Financial Statements and Exhibits.

FULL HOUSE RESORTS INC Exhibit
EX-5.1 2 ex51gtopinion0318.htm EXHIBIT 5.1 Exhibit Exhibit 5.1[GREENBERG TRAURIG LETTERHEAD]March 22,…
To view the full exhibit click here

About FULL HOUSE RESORTS, INC. (NASDAQ:FLL)

Full House Resorts, Inc. owns, operates, develops, manages, and/or invests in casinos and related hospitality and entertainment facilities. The Company’s casino/resort segments include the Silver Slipper Casino & Hotel in Hancock County, Mississippi; the Rising Star Casino Resort in Rising Sun, Indiana, and the Northern Nevada segment, which consists of the Grand Lodge Casino in Incline Village, Nevada and Stockman’s Casino in Fallon, Nevada. The Company’s Development/Management segment includes costs associated with casino-related development and management projects. The Company has a leased property, Grand Lodge Casino. The Rising Star Casino Resort is located on the banks of the Ohio River in Rising Sun, Indiana. The Silver Slipper Casino & Hotel is situated on the far west end of the Mississippi Gulf Coast in Bay St. Louis, Mississippi. The Grand Lodge Casino is located within Hyatt Regency in Incline Village, Nevada on the north shore of Lake Tahoe.