GOOD GAMING, INC. (OTCMKTS:GMER) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Agreement.
On October 6, 2017, Good Gaming, Inc. (the “Company”) entered into a Securities Purchase Agreement with RedDiamond Partners LLC (the “Purchaser”) whereby the Purchaser has agreed to purchase from the Company an aggregate of $250,000 of Series D Preferred Shares at a purchase price equal to ninety-five percent (95%) of the face value. The Securities Purchase Agreement provides for funding of $35,000 per month until an aggregate of $250,000 has been funded. The Series D Preferred Shares are redeemable by the Company as provided in the Certificate of Designation, Preferences and Rights of the Series D Convertible Preferred Stock.
The foregoing description of the terms of the Securities Purchase Agreement and Certificate of Designation is not complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement and Certificate of Designation, 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.
Item 7.01 Regulation FD Disclosure
The Company plans to publish a letter on October 16, 2017 to communicate with its shareholders about the progress the Company made towards its goals. A copy of the shareholder letter is attached hereto as Exhibit 99.1.
The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. The Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
Item 9.01.Financial Statements and Exhibits.
GOOD GAMING, INC. ExhibitEX-10.1 2 ex10-1.htm Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 6,…To view the full exhibit click
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.