GOOD GAMING, INC. (OTCMKTS:GMER) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Agreement.

On January 8, 2018, Good Gaming, Inc. (the “Company”) executed the fourth amendment (the “Amendment”) to its Secured Promissory Note (the “Note”) which was originally issued to ViaOne Services, LLC (“ViaOne”) on November 30, 2016. The Amendment includes a provision, whereby ViaOne would have the opportunity to convert all or part of the Note into common stock of the Company (“Common Stock”) at the Conversion Rate as defined in the following formula:

Conversion Rate= Conversion Amount x125%

Conversion price

“Conversion Amount” means, with respect to the Note, the dollar amount of the Note that is being converted into shares of the Company’s Common Stock. “Conversion Price” means, with respect to the Note, the lower of (i) $0.05 per share; or (ii) the lower of the VWAP of the Common Stock on the Trading Day prior to the Conversion Date or the VWAP of the Common Stock on the Conversion Date, subject to changes as set forth in the Amendment. The Note now effectively has the same terms as the Company’s Series D Preferred Stock.

On January 8, 2018, upon execution of the Amendment, ViaOne delivered a treasury order issuance resolution to the Company to convert $200,000 of the principal amount of the Note into 8,333,333 shares of restricted Common Stock based on the VWAP formula.

On January 3, 2018, Intermissum Limited, an England and Wales company, and Alexander Ridley (each, a “Seller” and collectively, the “Sellers”) and the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”), to which the Company purchased from the Sellers the following assets (“Purchased Assets”): Hardcore Games Server’s and all related domains, social media, github organizations, Hardcore Games trademarks (trademarks outside North America may be surrendered), Enjin sites, equipment, fixtures, machinery, tools, parts, supplies, and other similar tangible and intangible property associated with the Hardcore Games Server as specified in the Asset Purchase Agreement. The purchase price for the Purchased Assets is $4,250.00, which was paid on January 3, 2018 and the assumption of any lease obligations related to the Purchased Assets going forward. Any and all existing obligations related to such lease shall remain the responsibility of the Sellers.

The foregoing description of the terms of the Note and Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Note and Asset Purchase Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated by reference herein. Unless specified in this Current Report, capitalized terms have the meanings defined in the Note and Asset Purchase Agreement, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

GOOD GAMING, INC. Exhibit
EX-10.1 2 ex10-1.htm   EXECUTION VERSION   FOURTH AMENDMENT TO SECURED PROMISSORY NOTE   This FOURTH AMENDMENT TO THE SECURED PROMISSORY NOTE (this “Amendment”) dated as of January 8,…
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About GOOD GAMING, INC. (OTCMKTS:GMER)

Good Gaming, Inc., formerly HDS International Corporation, offers a tournament gaming platform and online destination to over 205 million e-sports players and participants across the world. With its technology platform, the Company offers publishers and vendors an approach to gaming interactions. The Company’s platform allows for integration of third party applications, as well as integration into other existing systems. This framework allows for clans/teams/guilds to add functionality over time to include running their own tournaments leveraging the viral nature of the online communities. The Company offers social networking functionality, which helps gamers to interact, track each other and communicate. The Company provides a content suite to offer videos, blogs, and forums. In addition, the Company focuses on hosting multiple games online that subscribers to the site can play for free or for fees depending on player level.