UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GOOD
GAMING, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
37-1902603 |
(State
or other Jurisdiction
of Incorporation or Organization) |
|
(IRS
Employer
Identification
No.) |
415
McFarlan Road, Suite 108
Kennett
Square, PA |
|
19348 |
| (Address of Principal Executive
Offices) |
|
(zip code) |
2022
STOCK INCENTIVE PLAN
(Full
title of the plans)
David
Dorwart
415
McFarlan Road, Suite 108
Kennett
Square, PA 19348
(844)
419-7445
(Name,
address, including zip code, and telephone number,
including area code, of agent for service)
With
a copy to:
Gregory
Sichenzia
Arthur
Marcus |
| Sichenzia
Ross Ference LLP |
| 1185
Avenue of the Americas, 31st Floor |
| New
York, NY 10036 |
| Tel:
(212) 930-9700 |
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
Non-accelerated
filer |
☐ |
Smaller
reporting company |
☒ |
| |
Emerging
growth company |
☐ |
|
|
If
an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
| Title
Of Securities To Be Registered(1) |
|
Amount
To
Be
Registered |
|
|
Proposed
Maximum
Offering
Price
Per Share(2) |
|
|
Proposed
Maximum
Aggregate
Offering
Price |
|
|
Amount
Of
Registration
Fee |
|
| Common
Stock, par value $0.001 per share(1) |
|
|
30,000,000 |
|
|
$ |
0.045 |
|
|
$ |
1,350,000 |
|
|
$ |
125.15 |
|
| |
(1) |
Represents
Common Stock, $0.001 par value (the “Common Stock”) issuable under the 2022 Stock Incentive Plan. |
| |
|
|
| |
(2) |
Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) of the Securities Act on the basis
of the last reported sale price of a share of common stock, par value $0.001 per share on the OTC Markets on May 31, 2022,
which date is within one business day prior to filing this Registration Statement. |
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 (this “Registration Statement”) is being filed by the Good Gaming, Inc., a Nevada
corporation (the “Company”) relating to 30,000,000 shares of common stock, $0.001 par value per share (the “Common
Stock”), issuable under the Good Gaming, Inc. 2022 Equity Incentive Plan (the “Plan”). 20,637,547 of the
Common Stock are reserved for future grants and 9,362,453 are being offered by Selling Stockholders as listed.
This
Registration Statement also includes a prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction
C of Form S-8 and in accordance with the requirements of Part I of Form S-3. This Reoffer Prospectus may be used for the reoffer and
resale of shares of Common Stock on a continuous or delayed basis that may be deemed to be “restricted securities” and/or
“control securities” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”),
and the rules and regulations promulgated thereunder, that are issuable to certain of our executive officers, employees, consultants
and directors identified in the Reoffer Prospectus. The number of shares of Common Stock included in the Reoffer Prospectus represents
shares of Common Stock issuable to the Selling Securityholders pursuant to equity awards, including stock options and restricted stock
grants, granted to the Selling Securityholders and does not necessarily represent a present intention to sell any or all such shares
of Common Stock.
As
specified in General Instruction C of Form S-8, until such time as we meet the registrant requirements for use of Form S-3, the number
of shares of Common Stock to be offered by means of this reoffer prospectus, by each of the selling security holders, and any other person
with whom he or she is acting in concert for the purpose of selling our shares of Common Stock, may not exceed, during any three month
period, the amount specified in Rule 144(e) of the Securities Act.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. |
Plan Information.* |
| |
|
| Item 2. |
Registrant Information and Employee Plan Annual
Information.* |
*
The documents containing the information specified in this Part I of Form S-8 (plan information and registration information and employee
plan annual information) will be sent or given to employees as specified by the Securities and Exchange Commission (the “Commission”)
pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be and are not filed with the Commission either
as part of this registration statement (this “Registration Statement”) or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant
will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement
to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered
pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed.
REOFFER
PROSPECTUS
Good
Gaming, Inc.
2022
STOCK INCENTIVE PLAN
Up
to 30,000,000 Shares of Common Stock
Issuable
under certain awards granted under
The
Good Gaming, Inc. 2022 Stock Incentive Plan
This
reoffer prospectus relates to the public resale, from time to time, of an aggregate of 30,000,000 shares (the “Shares”)
of our common stock, $0.001 par value per share (the “Common Stock”) by certain security holders identified herein
in the section entitled “Selling Securityholders”. Such shares may be acquired in connection with common underlying
Options issued pursuant to the Good Gaming, Inc. 2022 Stock Incentive Plan. You should read this prospectus carefully before you invest
in our Common Stock.
Such
resales shall take place on the OTC Markets, or such other stock market or exchange on which our Common Stock may be listed or quoted,
in negotiated transactions or otherwise, at market prices prevailing at the time of the sale or at prices otherwise negotiated (see “Plan
of Distribution” starting on page 5 of this prospectus). We will receive no part of the proceeds from sales made under this
reoffer prospectus. The Selling Securityholders will bear all sales commissions and similar expenses. Any other expenses incurred by
us in connection with the registration and offering and not borne by the Selling Securityholders will be borne by us.
This
reoffer prospectus has been prepared for the purposes of registering our shares of Common Stock under the Securities Act to allow for
future sales by Selling Securityholders on a continuous or delayed basis to the public without restriction, provided that the amount
of shares of Common Stock to be offered or resold under this Reoffer Prospectus by each Selling Securityholder or other person with whom
he or she is acting in concert for the purpose of selling shares of Common Stock, may not exceed, during any three-month period, the
amount specified in Rule 144(e) under the Securities Act. We have not entered into any underwriting arrangements in connection with the
sale of the shares covered by this reoffer prospectus. The Selling Securityholders identified in this reoffer prospectus, or their pledgees,
donees, transferees or other successors-in-interest, may offer the shares covered by this reoffer prospectus from time to time through
public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated
prices.
Investing
in our Common Stock involves risks. See “Risk Factors” beginning on page 3 of this reoffer prospectus. These are speculative
securities.
Our
Common Stock is quoted on the OTC Markets under the symbol “GMER” and the last reported sale price of our Common Stock on
May 31, 2022 was $0.04500 per share.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is May 18, 2022
GOOD
GAMING, INC.
TABLE
OF CONTENTS
Except
where the context otherwise requires, the terms, “Good Gaming”, “we,” “us,” “our” or
“the Company,” refer to the business of Good Gaming, Inc., a Nevada corporation and its subsidiaries.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents and information incorporated by reference in this prospectus include “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act and Section 21E of the Securities
and Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements reflect our current view about future events. When
used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,”
“intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management,
identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectus relating
to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based
on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking
statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to
predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements
of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking
statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include,
without limitation, our ability to raise capital to fund continuing operations; our ability to protect our intellectual property rights;
the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability
to develop and commercialize products and services; changes in government regulation; our ability to complete capital raising transactions;
and other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our
industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Factors
or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of
them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements.
We
use our registered trademark, “Good Gaming”, in this prospectus. This prospectus also includes trademarks, tradenames and
service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus
appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert,
to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and
tradenames.
PROSPECTUS
SUMMARY
The
Commission allows us to ‘‘incorporate by reference’’ certain information that we file with the Commission, which
means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and information that we file later with the Commission will update automatically, supplement
and/or supersede the information disclosed in this prospectus. Any statement contained in a document incorporated or deemed to be incorporated
by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other document that also is or is deemed to be incorporated by reference in this prospectus modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus. You should read the following summary together with the more detailed information regarding
our company, our Common Stock and our financial statements and notes to those statements appearing elsewhere in this prospectus or incorporated
herein by reference.
Our
Company
The
Company was incorporated on November 3, 2008 under the laws of the State of Nevada, to engage in certain business services. Our goal,
at the time, was to become a leading tournament gaming provider as well as an online destination, targeting over 250 million esports
players and participants worldwide that want to compete at the high school or college level. We are a developmental stage business, have
generated limited revenues to date and have a history of operating losses.
The
Good Gaming platform was established in early 2014 by its founding members who recognized the need that millions of gamers worldwide
desired to play games at competitive levels. The founders recognized that there was no structure or organization on a large scale for
amateur gamers while professional esports was quickly establishing itself.
Good
Gaming effectively built the business infrastructure for the rapidly growing esports industry, similar to the high school and college
athletic industry. Good Gaming was designed to be the gateway for amateur esports athletes to compete at the semi-professional level,
improve their gaming skills, and interact with veteran gamers globally in a destination site and social networking framework.
Good
Gaming differs from the professional level of the esports industry by focusing on more than 250 million gamers that fall below the professional
level but are above the casual level, classified as “amateurs.” Good Gaming distinguishes itself from its direct and indirect
competitors by being the first company to offer multi-game, multi-console services at the amateur esports level. The Company was not
exclusive to any particular hardware or software vendor.
On
May 4, 2016, the Company announced that it had completed its first closed public beta testing of their 2.0 tournament platform to determine
the functionality, speed, ease of use, and accuracy of the system and are preparing to enter into full-blown production.
For
the year ended December 31, 2021, the Company had net income of $338,408. At December 31, 2021, the Company had an accumulated deficit
of $7,638,959 and a working capital surplus of $2,111,655 . The Company anticipates that it will continue to generate operating losses
and use cash in operations through the foreseeable future.
Our
corporate name is Good Gaming, Inc. for both legal and commercial purposes. We are a Nevada corporation. Our executive offices are located
at 415 McFarlan Rd, Suite 108, Kennett Square, PA 19501, and our telephone number is (844) 419-7445. We maintain a corporate website
www.good-gaming.com. The information on our website is not part of this prospectus. We have included our website address as a factual
reference and do not intend it to be active link to our website.
The
Offering
| Outstanding
Common Stock: |
|
103,526,044
shares of our Common Stock are outstanding as of January 31, 2022. |
| |
|
|
| Common Stock Offered: |
|
Up to 30,000,000 shares
of Common Stock for sale by the selling securityholders (which include our executive officers and directors) for their own account
pursuant to the Plan. |
| |
|
|
| Selling Securityholders: |
|
The selling securityholders
are set forth in the section entitled “Selling Securityholders” of this reoffer prospectus on page 3. The amount of securities
to be offered or resold by means of the reoffer prospectus by the designated selling securityholders may not exceed, during any three
month period, the amount specified in Rule 144(e). |
| |
|
|
| Use of proceeds: |
|
We will not receive any
proceeds from the sale of our Common Stock by thehe selling securityholders. We would, however, receive proceeds upon the exercisse
of the stock options by those who receive options under the Plan and exercise such options for cash. Any cash proceeds will be used
by us for general corporate purposes. |
| |
|
|
| Risk Factors: |
|
The securities offered
hereby involve a high degree of risk. See “Risk Factors”.” |
| |
|
|
| Nasdaq Capital Market
trading symbol: |
|
GMER |
RISK
FACTORS
An
investment in shares of our Common Stock is highly speculative and involves a high degree of risk. We face a variety of risks that may
affect our operations or financial results and many of those risks are driven by factors that we cannot control or predict. Before investing
in our Common Stock, you should carefully consider the risks below and set forth under the caption “Risk Factors” in our
Company’s Registration Statement on Form S-1 (File No. 333-182573), filed with the filed with the Securities and Exchange Commission
(the “SEC”) on February 14, 2013, which are incorporated by reference herein, and subsequent reports filed with the SEC,
together with the financial and other information contained or incorporated by reference in this prospectus. If any of these risks actually
occurs, our business, prospects, financial condition and results of operations could be materially adversely affected. In that case,
the trading price of our Common Stock would likely decline and you may lose all or a part of your investment. Only those investors who
can bear the risk of loss of their entire investment should invest in our Common Stock.
USE
OF PROCEEDS
The
shares which may be sold under this reoffer prospectus will be sold for the respective accounts of each of the Selling Securityholders
listed herein (which includes our executive officers and directors). Accordingly, we will not realize any proceeds from the sale of the
shares of our Common Stock. We will receive proceeds from the exercise of the options; however, no assurance can be given as to when
or if any or all of the options will be exercised. If any options are exercised, the proceeds derived therefrom will be used for working
capital and general corporate purposes. All expenses of the registration of the shares will be paid by us. See “Selling Securityholders”
and “Plan of Distribution.”
DETERMINATION
OF OFFERING PRICE
The
Selling Securityholders will determine at what price they may sell the offered shares of Common Stock, and such sales may be made at
prevailing market prices or at privately negotiated prices. See “Plan of Distribution” below for more information.
SELLING
SECURITYHOLDERS
We
are registering for resale the shares covered by this prospectus to permit the Selling Securityholders identified below and their pledgees,
donees, transferees and other successors-in-interest that receive their securities from a Selling Securityholder as a gift, partnership
distribution or other non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate.
The Selling Securityholders acquired, or may acquire, these shares from us pursuant to the Plan. The shares may not be sold or otherwise
transferred by the Selling Securityholders unless and until the applicable awards vest and are exercised, as applicable, in accordance
with the terms and conditions of the Plan.
The
following table sets forth:
| |
● |
the name of
each Selling Securityholder; |
| |
● |
the position(s), office
or other material relationship with our company and its predecessors or affiliates, over the last three years of each Selling Securityholder; |
| |
● |
the
number and percentage of shares of our Common Stock that each Selling Securityholder beneficially owned as of May 15, 2022,
prior to the offering for resale of the shares under this prospectus; |
| |
● |
the number of shares of
our Common Stock that may be offered for resale for the account of each Selling Securityholder under this prospectus; and |
| |
● |
the number and percentage
of shares of our Common Stock to be beneficially owned by each Selling Securityholder after the offering of the resale shares (assuming
all of the offered resale shares are sold by such Selling Securityholder). |
Information
with respect to beneficial ownership is based upon information obtained from the Selling Securityholders. Because the Selling Securityholders
may offer all or part of the shares of Common Stock, which they own pursuant to the offering contemplated by this reoffer prospectus,
and because its offering is not being underwritten on a firm commitment basis, no estimate can be given as to the amount of shares that
will be held upon termination of this offering.
The
number of shares in the column ‘‘Number of Shares Being Offered’’ represents all of the shares of our Common
Stock that each Selling Securityholder may offer under this prospectus. We do not know how long the Selling Securityholders will hold
the shares before selling them or how many shares they will sell. The shares of our Common Stock offered by this prospectus may be offered
from time to time by the Selling Securityholders listed below. We cannot assure you that any of the Selling Securityholders will offer
for sale or sell any or all of the shares of Common Stock offered by them by this prospectus.
| |
|
Number
of Shares
Beneficially Owned
Prior to Offering (1) |
|
|
Number
of
Shares
Being
Offered |
|
|
Number
of Shares Beneficially Owned
After Offering (2) |
|
| Securityholders |
|
Number |
|
|
Percent
(%) |
|
|
Number |
|
|
Number |
|
|
Percent
(%) |
|
| David Dorwart |
|
|
5,943,958 |
|
|
|
5.74 |
% |
|
|
4,943,985 |
|
|
|
1,000,000 |
|
|
|
* |
% |
| Domenic Fontana |
|
|
1,562,720 |
|
|
|
* |
% |
|
|
1,062,720 |
|
|
|
500,000 |
|
|
|
* |
% |
| Jordan Axt |
|
|
1,562,720 |
|
|
|
* |
% |
|
|
1,062,720 |
|
|
|
500,000 |
|
|
|
* |
% |
| John D Hilzendager |
|
|
1,562,720 |
|
|
|
* |
% |
|
|
1,062,720 |
|
|
|
500,000 |
|
|
|
* |
% |
| Marjorie Greenhalgh |
|
|
818,690 |
|
|
|
* |
% |
|
|
618,690 |
|
|
|
200,000 |
|
|
|
* |
% |
| Samuel Schwieters |
|
|
144,003 |
|
|
|
* |
% |
|
|
119,003 |
|
|
|
25,000 |
|
|
|
* |
% |
| Eric Brown |
|
|
1,239,115 |
|
|
|
* |
% |
|
|
492,615 |
|
|
|
746,500 |
|
|
|
* |
% |
| Kevin LaPierre |
|
|
2,287,185 |
|
|
|
* |
% |
|
|
2,287,185 |
|
|
|
0 |
|
|
|
* |
% |
| Brian Young |
|
|
2,287,185 |
|
|
|
* |
% |
|
|
2,287,185 |
|
|
|
0 |
|
|
|
* |
% |
| Brandon Young |
|
|
2,287,185 |
|
|
|
* |
% |
|
|
2,287,185 |
|
|
|
0 |
|
|
|
* |
|
| Byron Young |
|
|
2,287,185 |
|
|
|
* |
% |
|
|
2,287,185 |
|
|
|
0 |
|
|
|
* |
|
| Suleman Bhmani |
|
|
2,287,185 |
|
|
|
* |
% |
|
|
2,287,185 |
|
|
|
0 |
|
|
|
* |
|
| David Sterling |
|
|
793,658 |
|
|
|
* |
% |
|
|
793,658 |
|
|
|
0 |
|
|
|
* |
|
| Adam Walthen |
|
|
793,658 |
|
|
|
* |
% |
|
|
793,658 |
|
|
|
0 |
|
|
|
* |
|
| Stephen Alexander |
|
|
492,615 |
|
|
|
* |
% |
|
|
492,615 |
|
|
|
0 |
|
|
|
* |
|
| Shawn Khoja |
|
|
492,615 |
|
|
|
* |
% |
|
|
492,615 |
|
|
|
0 |
|
|
|
* |
|
| Leslie Rowe |
|
|
492,615 |
|
|
|
* |
% |
|
|
492,615 |
|
|
|
0 |
|
|
|
* |
|
| Scott Jeffery |
|
|
618,690 |
|
|
|
* |
% |
|
|
618,690 |
|
|
|
0 |
|
|
|
* |
|
| Lynn Martin |
|
|
618,690 |
|
|
|
* |
% |
|
|
618,690 |
|
|
|
0 |
|
|
|
* |
|
| Colby Jones |
|
|
492,615 |
|
|
|
* |
% |
|
|
492,615 |
|
|
|
0 |
|
|
|
* |
|
| Paula Sprabary |
|
|
119,003 |
|
|
|
* |
% |
|
|
119,003 |
|
|
|
0 |
|
|
|
* |
|
| Kate Kazanjian |
|
|
119,003 |
|
|
|
* |
% |
|
|
119,003 |
|
|
|
0 |
|
|
|
* |
|
| Lee Schafer |
|
|
119,003 |
|
|
|
* |
% |
|
|
119,003 |
|
|
|
0 |
|
|
|
* |
|
| Chelsea Boylan |
|
|
119,003 |
|
|
|
* |
% |
|
|
119,003 |
|
|
|
0 |
|
|
|
* |
|
| Alex Dorwart |
|
|
119,003 |
|
|
|
* |
% |
|
|
119,003 |
|
|
|
0 |
|
|
|
* |
|
| Ariel Weaver |
|
|
119,003 |
|
|
|
* |
% |
|
|
119,003 |
|
|
|
0 |
|
|
|
* |
|
| Divya Pandey |
|
|
63,960 |
|
|
|
* |
% |
|
|
63,960 |
|
|
|
0 |
|
|
|
* |
|
| Byron Alston |
|
|
63,960 |
|
|
|
* |
% |
|
|
63,960 |
|
|
|
0 |
|
|
|
* |
|
| Connor Gulch |
|
|
63,960 |
|
|
|
* |
% |
|
|
63,960 |
|
|
|
0 |
|
|
|
* |
|
| Aaron Benedict |
|
|
63,960 |
|
|
|
* |
% |
|
|
63,960 |
|
|
|
0 |
|
|
|
* |
|
| Vicki McIntosh |
|
|
63,960 |
|
|
|
* |
% |
|
|
63,960 |
|
|
|
0 |
|
|
|
* |
|
| Certain Non-Affiliates employees(12) |
|
|
|
|
|
|
* |
% |
|
|
|
|
|
|
|
|
|
|
* |
% |
*less
than 1%
| (1) |
Beneficial
ownership information in this table is based upon information supplied by officers, directors and employees. Unless otherwise indicated
in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders
named in this table has sole voting and dispositive power with respect to the shares indicated as beneficially owned.. |
| (2) |
Because the selling stockholders
may sell all or some portion of the shares of common stock beneficially owned by them, only an estimate (assuming the selling stockholder
sells all of the shares offered hereby) can be given as to the number of shares that will be beneficially owned by the selling stockholders
after this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer
or otherwise dispose of, at any time or from time to time since the dates on which they provided the information regarding their
beneficially ownership, some or all of the shares of common stock set forth opposite their names in the table above in transactions
exempt from the registration requirements of the Securities Act. |
PLAN
OF DISTRIBUTION
We
are registering the Shares covered by this prospectus to permit the Selling Securityholders to conduct public secondary trading of these
Shares from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale of the Shares offered
by this prospectus. The aggregate proceeds to the Selling Securityholders from the sale of the Shares will be the purchase price of the
Shares less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection
with the registration and sale of the Shares covered by this prospectus. The Selling Securityholders reserve the right to accept and,
together with their respective agents, to reject, any proposed purchases of Shares to be made directly or through agents.
The
Shares offered by this prospectus may be sold from time to time to purchasers:
| |
● |
directly
by the Selling Securityholders, or |
| |
|
|
| |
● |
through
underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions
from the Selling Securityholders or the purchasers of the Shares. |
Any
underwriters, broker-dealers or agents who participate in the sale or distribution of the Shares may be deemed to be “underwriters”
within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or
agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters
are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the
Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will make copies of this
prospectus available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities
Act. To our knowledge, there are currently no plans, arrangements or understandings between the Selling Securityholders and any underwriter,
broker-dealer or agent regarding the sale of the Shares by the Selling Securityholders.
The
Shares may be sold in one or more transactions at:
| |
● |
prevailing
market prices at the time of sale; |
| |
● |
prices
related to such prevailing market prices; |
| |
● |
varying
prices determined at the time of sale; or |
These
sales may be effected in one or more transactions:
| |
● |
on
the OTC Markets or any other stock exchange on which the Common Stock may be listed at the time of sale; |
| |
● |
in
the over-the-counter market; |
| |
● |
in
transactions otherwise than on such exchanges or services or in the over-the-counter market; |
| |
● |
any
other method permitted by applicable law; or |
| |
● |
through
any combination of the foregoing. |
These
transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides
of the trade.
At
the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth
the name of the Selling Securityholders, the aggregate amount of Shares being offered and the terms of the offering, including, to the
extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms
constituting compensation from the Selling Securityholders and (3) any discounts, commissions or concessions allowed or reallowed to
be paid to broker-dealers.
The
Selling Securityholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale
or other transfer. There can be no assurance that the Selling Securityholders will sell any or all of the Shares under this prospectus.
Further, we cannot assure you that the Selling Securityholders will not transfer, distribute, devise or gift the Shares by other means
not described in this prospectus. In addition, any Shares covered by this prospectus that qualify for sale under Rule 144 of the Securities
Act may be sold under Rule 144 rather than under this prospectus. The Shares may be sold in some states only through registered or licensed
brokers or dealers. In addition, in some states the Shares may not be sold unless they have been registered or qualified for sale or
an exemption from registration or qualification is available and complied with.
The
Selling Securityholders and any other person participating in the sale of the Shares will be subject to the Exchange Act. The Exchange
Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling
Securityholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of
the Shares to engage in market-making activities with respect to the particular Shares being distributed. This may affect the marketability
of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.
The
Selling Securityholders may indemnify any broker or underwriter that participates in transactions involving the sale of the Shares against
certain liabilities, including liabilities arising under the Securities Act.
LEGAL
MATTERS
The
validity of the issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference LLP, New York,
New York. Sichenzia Ross Ference LLP or certain members or employees of Sichenzia Ross Ference LLP have been issued common stock of the
Company.
EXPERTS
The
financial statements of the Company appearing elsewhere in this prospectus have been included herein in reliance upon the report of Victor
Mokuolu, CPA PLLC an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of Victor Mokuolu,
CPA PLLC experts in accounting and auditing.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
following documents filed with the SEC are hereby incorporated by reference in this prospectus:
| |
a) |
The description
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which is contained in the Company’s
Registration Statement on Form S-1 (File No. 333-182573), filed with the SEC on February 14, 2013, including any amendment or report
filed for the purpose of updating such description. |
| |
b) |
The Registrant’s
Annual Report filed on Form 10-K for the period ended December 31, 2021, filed with the SEC on April 15, 2022; |
| |
c) |
The Registrant’s
Quarterly report on Form 10-Q for the Period ended September 30, filed with the SEC on November 15, 2021; |
| |
d) |
The Registrant’s
Current Reports filed with the SEC on December 14, 2021, January 7, 2022, January 14, 2022, February 1, 2022 and the amendment to
such filed on February 11, 2022, and March 10, 2022; |
| |
e) |
The Company’s Registration
on Form 8-A (File No. 000-53949) filed with the SEC on April 20, 2010, including any amendment or report filed for the purpose of
updating such description; and |
| |
f) |
All other reports and documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports
furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the
date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates
that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed
document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. |
Notwithstanding
the forgoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not
incorporated by reference in this Registration Statement.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR
SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
registrant, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC’s website at http://www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC
pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge by linking directly from our website at the
https://www.good-gaming.com/. These filings will be available as soon as reasonably practicable after we electronically file such material
with, or furnish it to, the SEC. Information contained on our website is not part of this prospectus.
The
Registrant hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus
is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by
reference in this prospectus but not delivered with the prospectus other than the exhibits to those documents, unless the exhibits are
specifically incorporated by reference into the information that this prospectus incorporates. Requests for documents should be directed
to Good Gaming, Inc. Attention: Investor Relations: 415 McFarlan Rd, Suite 108, Kennett Square, PA 19501, (844) 419-7445.
Good
Gaming, Inc.
UP
TO 30,000,000 SHARES OF COMMON STOCK
REOFFER
PROSPECTUS
May
18, 2022
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by
Reference. |
The
following documents filed with the Commission by Good Gaming, Inc. (the “Company”), pursuant to the Securities Act and the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)are hereby incorporated by reference in this Registration
Statement:
(1)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on April 15, 2022;
(2)
The Company’s Registration on Form 8-A (File No. 000-53949) filed with the SEC on April 20, 2010; and
(3)
The description of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which is contained
in the Company’s Registration Statement on Form S-1 (File No. 333-182573), filed with the SEC on February 14, 2013, including any
amendment or report filed for the purpose of updating such description.
All
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent
specifically designated therein, Current Reports on Form 8-K filed by the Registrant with the Commission that are identified in such
forms as being incorporated into this Registration Statement and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration
Statement (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein),
modifies or supersedes such statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded
to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such prior statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. |
Description of Securities. |
Not
applicable
| Item 5. |
Interests of Named Experts and
Counsel. |
Not
applicable
| Item 6. |
Indemnification of Directors
and Officers. |
Under
the Articles of Incorporation and Bylaws of the Company, we may indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a manner, he reasonably believed to be in our best interest.
We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in
a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees.
With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding,
and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted
by the laws of the State of Nevada.
| Item 7. |
Exemption from Registration Claimed. |
Not
applicable.
The
following exhibits are filed as part of this Registration Statement:
(a)
The registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act.
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kenneth Square, Pennsylvania on the 20th day of November,
2022.
| |
GOOD
GAMING, INC. |
| |
|
|
| |
By: |
/s/
David B. Dorwart |
| |
|
David Dorwart |
| |
|
Chief Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David Dorwart his true
and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including any post-effective amendments) to the
Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in
the capacities indicated and on the date indicated below.
| Signatures |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
David Dorwart |
|
|
|
November
20, 2023 |
| David Dorwart |
|
Chairman
of the Board and Chief Executive Officer |
|
|
| |
|
|
|
|
| /s/
Domenic Fontana |
|
|
|
November
20, 2023 |
| Domenic Fontana |
|
Chief Financial
Officer and Director |
|
|
| |
|
|
|
|
| /s/
Jordan Axl |
|
|
|
November
20, 2023 |
| Jordan Axt |
|
Chief Marketing
Officer and Director |
|
|
Exhibit 4.1
Exhibit
5.1
May
31, 2022
Good
Gaming, Inc.
415
McFarlan Road, Suite 108
Kennett
Square, PA 19348
| |
Re: |
Good
Gaming, Inc. Registration
Statement on Form S-8 |
Gentlemen:
We
have acted as counsel to Good Gaming, Inc., a Nevada corporation (the “Company”), in connection with the preparation
and filing of a Registration Statement on Form S-8 (the “Registration Statement”) pertaining to the registration by
the Company under the Securities Act of 1933, as amended (the “Securities Act”), of 30,000,000 shares (the “Shares”)
of the Company’s common stock, $0.001 par value per share (“Common Stock”), pursuant to the Good Gaming, Inc.
2022 Stock Incentive Plan (the “Plan”).
In
our capacity as counsel to the Company in connection with the matters referred to above, we have examined copies of the following: (i)
the Articles of Incorporation of the Company (the “Certificate”), (ii) the By-laws of the Company currently in effect
(the “By-laws”), and records of certain of the Company’s corporate proceedings as reflected in its minute books,
(iii) the Plan, (iv) a specimen certificate representing the Common Stock and (v) the Registration Statement, in the form it is to be
filed with the Securities and Exchange Commission (the “Commission”) on the date hereof. We have also examined such
other documents, papers, authorities and statutes as we have deemed necessary to form the basis of the opinions hereinafter set forth.
In
our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or copies,
and the authenticity of the originals of such documents. As to certain facts material to this opinion, we have relied upon oral or written
statements and representations of officers and other representatives of the Company and certificates of public officials, and such other
documents and information as we have deemed necessary or appropriate to enable us to render the opinions expressed below. We have not
undertaken any independent investigation to determine the accuracy of any such facts.
We
have also assumed that the Company will cause certificates representing Shares issued in the future to be properly executed and delivered
and will conform to the specimen certificate examined by us evidencing the Common Stock or, if the Shares are issued in book-entry form,
an appropriate account statement evidencing the Shares credited to the recipient’s account maintained with the Company’s
transfer agent will be issued by said transfer agent, and that the Company will take all other actions appropriate for the due and proper
issuance of such Shares. We have assumed for purposes of this opinion that the Company will receive adequate consideration (not less
than par value thereof) for all Shares issued under the Plan. We express no opinion regarding any Shares reacquired by the Company after
initial issuance.
Based
upon and subject to the qualifications, assumptions and limitations stated in this letter, it is our opinion that the Shares issuable
by the Company, under and in accordance with all of the provisions of the Plan, have been duly authorized and will be validly issued,
fully paid and non-assessable.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
We
hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are
in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
This opinion letter is limited to the specific legal matters expressly set forth herein and is limited to present statutes, regulations
and administrative and judicial interpretations. We assume no obligation to revise or supplement this opinion in the event of future
changes in such laws or regulations.
| |
Very truly yours,
|
| |
/s/Sichenzia
Ross Ference, LLP |
| |
Sichenzia
Ross Ference LLP |
Exhibit
10.1
GOOD
GAMING, INC.
2022
STOCK INCENTIVE PLAN
1.
Purpose of the Plan.
This
2022 Stock Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers,
consultants, advisors and employees to Good Gaming, Inc., a Nevada corporation (the “Company”), and any Subsidiary
of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”),
persons of training, experience and ability, to attract new directors, officers, consultants, advisors and employees whose services are
considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development
and financial success of the Company and its Subsidiaries.
It
is further intended that certain options granted pursuant to the Plan shall constitute incentive stock options within the meaning of
Section 422 of the Code (the “Incentive Options”) while certain other options granted pursuant to the Plan shall be
nonqualified stock options (the “Nonqualified Options”). Incentive Options and Nonqualified Options are hereinafter
referred to collectively as “Options.”
The
Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that transactions of the type specified in subparagraphs
(c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be exempt from the operation of
Section 16(b) of the Exchange Act. Further, the Plan is intended to satisfy the performance-based compensation exception to the limitation
on the Company’s tax deductions imposed by Section 162(m) of the Code, as recently amended, with respect to those Options for which
qualification for such exception is intended. In all cases, the terms, provisions, conditions and limitations of the Plan shall be construed
and interpreted consistent with the Company’s intent as stated in this Section 1.
2.
Administration of the Plan.
The
authority to manage the operation of and administer the Plan shall be vested in the Board of Directors of the Company (the “Board”)
or a Committee (the “Committee”) consisting of two or more directors who are (i) “Independent Directors”
(as such term is defined under the rules of the OTCQX U.S. Stock Market), (ii) “Non-Employee Directors” (as such term is
defined in Rule 16b-3) and (iii) “Outside Directors” (as such term is defined in Section 162(m) of the Code), which shall
serve at the pleasure of the Board. The Committee, subject to Sections 3, 5 and 6 hereof, shall have full power and authority to designate
recipients of Options and restricted stock (“Restricted Stock”), and to determine the terms and conditions of the
respective Option and Restricted Stock agreements (which need not be identical) and to interpret the provisions and supervise the administration
of the Plan. The Committee shall have the authority, without limitation, to designate which Options granted under the Plan shall be Incentive
Options and which shall be Nonqualified Options. To the extent any Option does not qualify as an Incentive Option, it shall constitute
a separate Nonqualified Option.
Subject
to the provisions of the Plan, the Committee shall interpret the Plan and all Options and Restricted Stock (the “Securities”)
granted under the Plan, shall make such rules as it deems necessary for the proper administration of the Plan, shall make all other determinations
necessary or advisable for the administration of the Plan and shall correct any defects or supply any omission or reconcile any inconsistency
in the Plan or in any Securities granted under the Plan in the manner and to the extent that the Committee deems desirable to carry into
effect the Plan or any Securities. The act or determination of a majority of the Committee shall be the act or determination of the Committee
and any decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made
by a majority of the Committee at a meeting duly held for such purpose. Subject to the provisions of the Plan, any action taken or determination
made by the Committee pursuant to this and the other Sections of the Plan shall be conclusive on all parties.
In
the event that for any reason the Committee is unable to act or if the Committee at the time of any grant, award or other acquisition
under the Plan does not consist of two or more Non-Employee Directors, or if there shall be no such Committee, or if the Board otherwise
determines to administer the Plan, then the Plan shall be administered by the Board, and references herein to the Committee (except in
the proviso to this sentence) shall be deemed to be references to the Board, and any such grant, award or other acquisition may be approved
or ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3; provided, however, that grants to the Company’s
Chief Executive Officer or to any of the Company’s other four most highly compensated officers that are intended to qualify as
performance-based compensation under Section 162(m) of the Code may only be granted by the Committee.
If
the Board, at any time, consists of only one member or only employee directors, such sole director may take all actions granted to the
Committee hereunder. For avoidance of doubt until a committee is designed by the Board, the Board shall administer the Plan and unless
such Committee has been designated any references to Committee herein shall be to the Board.
3.
Designation of Optionees and Grantees.
The
persons eligible for participation in the Plan as recipients of Options (the “Optionees”) or Restricted Stock (the
“Grantees” and together with Optionees, the “Participants”) shall include directors, officers and
employees of, and consultants and advisors to, the Company or any Subsidiary; provided that Incentive Options may only be granted to
employees of the Company and any Subsidiary. In selecting Participants, and in determining the number of shares to be covered by each
Option or award of Restricted Stock granted to Participants, the Committee may consider any factors it deems relevant, including, without
limitation, the office or position held by the Participant or the Participant’s relationship to the Company, the Participant’s
degree of responsibility for and contribution to the growth and success of the Company or any Subsidiary, the Participant’s length
of service, promotions and potential. A Participant who has been granted an Option or Restricted Stock hereunder may be granted an additional
Option or Options, or Restricted Stock if the Committee shall so determine.
4.
Stock Reserved for the Plan.
Subject
to adjustment as provided in Section 8 hereof, a total of 30,000,000 shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), shall be subject to the Plan. The shares of Common Stock subject to the Plan shall consist
of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such number of shares of Common
Stock shall be and is hereby reserved for such purpose. Any of such shares of Common Stock that may remain unissued and that are not
subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purposes of the Plan, but until termination
of the Plan the Company shall at all times reserve a sufficient number of shares of Common Stock to meet the requirements of the Plan.
Should any Securities expire or be canceled prior to its exercise, satisfaction of conditions or vesting in full, as applicable, or should
the number of shares of Common Stock to be delivered upon the exercise or vesting in full of an Option or award of Restricted Stock be
reduced for any reason, the shares of Common Stock theretofore subject to such Option or Restricted Stock, as applicable, may be subject
to future Options or Restricted Stock under the Plan, except where such reissuance is inconsistent with the provisions of Section 162(m)
of the Code where qualification as performance-based compensation under Section 162(m) of the Code is intended.
5.
Terms and Conditions of Options.
Options
granted under the Plan shall be subject to the following conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem desirable:
(a)
Option Price. The purchase price of each share of Common Stock purchasable under an Incentive Option shall be determined by the
Committee at the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Common Stock
on the date the Option is granted; provided, however, that with respect to an Optionee who, at the time such Incentive
Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes
of stock of the Company or of any Subsidiary, the purchase price per share of Common Stock shall be at least 110% of the Fair Market
Value per share of Common Stock on the date of grant. Note that David B. Dorwart, the Company’s Chief Executive Officer, owns more
than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary and thus shall pay at least 110%
of the Fair Market Value per share of Common Stock he acquires pursuant to this Plan. The purchase price of each share of Common Stock
purchasable under a Nonqualified Option shall not be less than 100% of the Fair Market Value of such share of Common Stock on the date
the Option is granted. The exercise price for each Option shall be subject to adjustment as provided in Section 8 below. “Fair
Market Value” means the closing price on the final trading day immediately prior to the grant date of the Common Stock on the
OTCQX U.S. or other principal securities exchange or OTCQB on which shares of Common Stock are listed (if the shares of Common Stock
are so listed), or, if not so listed, the mean between the closing bid and asked prices of publicly traded shares of Common Stock in
the over the counter market, or, if such bid and asked prices shall not be available, as reported by any nationally recognized quotation
service selected by the Company, or as determined by the Committee in a manner consistent with the provisions of the Code. Anything in
this Section 5(a) to the contrary notwithstanding, in no event shall the purchase price of a share of Common Stock be less than the minimum
price permitted under the rules and policies of any national securities exchange on which the shares of Common Stock are listed.
(b)
Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after
the date such Option is granted and in the case of an Incentive Option granted to an Optionee who, at the time such Incentive Option
is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of
stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five years after the date such Incentive
Option is granted.
(c)
Exercisability. Subject to Section 5(j) hereof, Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at the time of grant; provided, however, that in the absence of any
Option vesting periods designated by the Committee at the time of grant, Options shall vest and become exercisable as to one-third of
the total number of shares subject to the Option on each of the first, second and third anniversaries of the date of grant; and provided
further that no Options shall be exercisable until such time as any vesting limitation required by Section 16 of the Exchange Act, and
related rules, shall be satisfied if such limitation shall be required for continued validity of the exemption provided under Rule 16b-3(d)(3).
Upon
the occurrence of a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability
of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the Committee
may also determine that, upon the occurrence of a Change in Control, each outstanding Option shall terminate within a specified number
of days after notice to the Optionee thereunder, and each such Optionee shall receive, with respect to each share of Common Stock subject
to such Option, an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change in Control over
the exercise price per share of such Option; such amount shall be payable in cash, in one or more kinds of property (including the property,
if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion.
For
purposes of the Plan, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, a Change in
Control shall be deemed to have occurred if:
(i)
a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting
securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving
or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the
commencement of such offer), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;
(ii)
the Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than 50%
of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of
the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries, and
their affiliates;
(iii)
the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a result
of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of the time immediately
prior to such transaction), any employee benefit plan of the Company or its Subsidiaries and their affiliates; or
(iv)
a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly,
beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving
or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the
first acquisition of such securities by such Person), any employee benefit plan of the Company or its Subsidiaries, and their affiliates.
Notwithstanding
the foregoing, if Change of Control is defined in an employment agreement between the Company and the relevant Optionee, then, with respect
to such Optionee, Change of Control shall have the meaning ascribed to it in such employment agreement.
For
purposes of this Section 5(c), ownership of voting securities shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes, “Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; provided,
however, that a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding securities
pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportion as their ownership of stock of the Company.
(d)
Method of Exercise. Options to the extent then exercisable may be exercised in whole or in part at any time during the option
period, by giving written notice to the Company specifying the number of shares of Common Stock to be purchased, accompanied by payment
in full of the purchase price, in cash, or by check or such other instrument as may be acceptable to the Committee. As determined by
the Committee, in its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee (i)
in the form of Common Stock owned by the Optionee (based on the Fair Market Value of the Common Stock which is not the subject of any
pledge or security interest, (ii) in the form of shares of Common Stock withheld by the Company from the shares of Common Stock otherwise
to be received with such withheld shares of Common Stock having a Fair Market Value equal to the exercise price of the Option, or (iii)
by a combination of the foregoing, such Fair Market Value determined by applying the principles set forth in Section 5(a), provided that
the combined value of all cash and cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal
to such exercise price and except with respect to (ii) above, such method of payment will not cause a disqualifying disposition of all
or a portion of the Common Stock received upon exercise of an Incentive Option. An Optionee shall have the right to dividends and other
rights of a stockholder with respect to shares of Common Stock purchased upon exercise of an Option at such time as the Optionee (i)
has given written notice of exercise and has paid in full for such shares, and (ii) has satisfied such conditions that may be imposed
by the Company with respect to the withholding of taxes.
(e)
Non-transferability of Options. Options are not transferable and may be exercised solely by the Optionee during his lifetime or
after his death by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its
sole discretion, may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the Optionee, (ii) a member of the
Optionee’s immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt to
transfer, assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Option contrary to the
provisions hereof shall be void and ineffective and shall give no right to the purported transferee.
(f)
Termination by Death. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the
Company or any Subsidiary terminates by reason of death, the Option may thereafter be exercised, to the extent then exercisable (or on
such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the legatee
of the Optionee under the will of the Optionee, for a period of one (1) year after the date of such death (or, if later, such time as
the Option may be exercised pursuant to Section 14(d) hereof) or until the expiration of the stated term of such Option as provided under
the Plan, whichever period is shorter.
(g)
Termination by Reason of Disability. Unless otherwise determined by the Committee, if any Optionee’s employment with or
service to the Company or any Subsidiary terminates by reason of Disability (as defined below), then any Option held by such Optionee
may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis
as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination
of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration
of the stated term of such Option, whichever period is shorter; provided, however, that, if the Optionee dies within such
ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable to the extent to which it was exercisable
at the time of death for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised
pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter. “Disability” shall
mean an Optionee’s total and permanent disability; provided, that if Disability is defined in an employment agreement between
the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the meaning ascribed to it in such
employment agreement
(h)
Termination by Reason of Retirement. Unless otherwise determined by the Committee, if any Optionee’s employment with or
service to the Company or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option
held by such Optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated
basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination
of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration
of the stated term of such Option, whichever date is earlier; provided, however, that, if the Optionee dies within such
ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to the extent to which it was exercisable
at the time of death, for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised
pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter.
For
purposes of this paragraph (h), “Normal Retirement” shall mean retirement from active employment with the Company
or any Subsidiary on or after the normal retirement date specified in the applicable Company or Subsidiary pension plan or if no such
pension plan, age 65, and “Early Retirement” shall mean retirement from active employment with the Company or any
Subsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiary pension plan or if no such pension plan,
age 55.
(i)
Other Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service
to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal or Early Retirement
or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable on
the date of such termination of employment or service may be exercised for the lesser of ninety (90) days after the date of termination
(or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the balance of such Option’s term,
which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to
a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed to constitute a termination of employment or service
for purposes of the Plan.
(i)
In the event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company or such
Subsidiary for “cause” any unexercised portion of any Option shall immediately terminate in its entirety. For purposes hereof,
unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Cause” shall exist upon
a good-faith determination by the Board, following a hearing before the Board at which an Optionee was represented by counsel and given
an opportunity to be heard, that such Optionee has been accused of fraud, dishonesty or act detrimental to the interests of the Company
or any Subsidiary of Company or that such Optionee has been accused of or convicted of an act of willful and material embezzlement or
fraud against the Company or of a felony under any state or federal statute; provided, however, that it is specifically
understood that “Cause” shall not include any act of commission or omission in the good-faith exercise of such Optionee’s
business judgment as a director, officer or employee of the Company, as the case may be, or upon the advice of counsel to the Company.
Notwithstanding the foregoing, if Cause is defined in an employment agreement between the Company and the relevant Optionee, then, with
respect to such Optionee, Cause shall have the meaning ascribed to it in such employment agreement.
(ii)
In the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for “Cause”
or resigns as a director, officer or employee for “Good Reason” the Option granted to such Optionee may be exercised by the
Optionee, to the extent the Option was exercisable on the date such Optionee ceases to be a director, officer or employee. Such Option
may be exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee (or, if later,
such time as the Option may be exercised pursuant to Section 14(d) hereof), or the date on which the Option otherwise expires by its
terms; whichever period is shorter, at which time the Option shall terminate; provided, however, if the Optionee dies before
the Options terminate and are no longer exercisable, the terms and provisions of Section 5(f) shall control. For purposes of this Section
5(i), and unless otherwise defined in an employment agreement between the Company and the relevant Optionee, Good Reason shall exist
upon the occurrence of the following:
| |
(A) |
the
assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to the assignment; |
| |
|
|
| |
(B) |
a
Change of Control resulting in a significant adverse alteration in the status or conditions of Optionee’s participation with
the Company or other nature of Optionee’s responsibilities from those in effect prior to such Change of Control, including
any significant alteration in Optionee’s responsibilities immediately prior to such Change in Control; and |
| |
|
|
| |
(C) |
the
failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior to
such failure. |
Notwithstanding
the foregoing, if Good Reason is defined in an employment agreement between the Company and the relevant Optionee, then, with respect
to such Optionee, Good Reason shall have the meaning ascribed to it in such employment agreement.
(j)
Limit on Value of Incentive Option. The aggregate Fair Market Value, determined as of the date the Incentive Option is granted,
of Common Stock for which Incentive Options are exercisable for the first time by any Optionee during any calendar year under the Plan
(and/or any other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.
6.
Terms and Conditions of Restricted Stock.
Restricted
Stock may be granted under this Plan aside from, or in association with, any other award and shall be subject to the following conditions
and shall contain such additional terms and conditions (including provisions relating to the acceleration of vesting of Restricted Stock
upon a Change of Control), not inconsistent with the terms of the Plan, as the Committee shall deem desirable:
(a)
Grantee rights. A Grantee shall have no rights to an award of Restricted Stock unless and until Grantee accepts the award within
the period prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check
or such other instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates, as provided
for below, the Grantee shall have the rights of a stockholder with respect to Restricted Stock subject to the non-transferability and
forfeiture restrictions described in Section 6(d) below.
(b)
Issuance of Certificates. The Company shall issue in the Grantee’s name a certificate or certificates for the shares of
Common Stock associated with the award promptly after the Grantee accepts such award.
(c)
Delivery of Certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted Stock
shall not be delivered to the Grantee until such shares are free of any restrictions specified by the Committee at the time of grant.
(d)
Forfeitability, Non-transferability of Restricted Stock. Shares of Restricted Stock are forfeitable until the terms of the Restricted
Stock grant have been satisfied. Shares of Restricted Stock are not transferable until the date on which the Committee has specified
such restrictions have lapsed. Unless otherwise provided by the Committee at or after grant, distributions in the form of dividends or
otherwise of additional shares or property in respect of shares of Restricted Stock shall be subject to the same restrictions as such
shares of Restricted Stock.
(e)
Change of Control. Upon the occurrence of a Change in Control as defined in Section 5(c), the Committee may accelerate the vesting
of outstanding Restricted Stock, in whole or in part, as determined by the Committee, in its sole discretion.
(f)
Termination of Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases to
be an employee or otherwise associated with the Company for any other reason, all shares of Restricted Stock theretofore awarded to him
which are still subject to restrictions shall be forfeited and the Company shall have the right to complete the blank stock power. The
Committee may provide (on or after grant) that restrictions or forfeiture conditions relating to shares of Restricted Stock will be waived
in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole
or in part restrictions or forfeiture conditions relating to Restricted Stock.
7.
Term of Plan.
No
Securities shall be granted pursuant to the Plan on or after the date which is ten (10) years from the effective date of the Plan, but
Options and awards of Restricted Stock theretofore granted may extend beyond that date.
8.
Capital Change of the Company.
In
the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting
the Common Stock of the Company, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares reserved
for issuance under the Plan and (A) in the number and option price of shares subject to outstanding Options granted under the Plan, to
the end that after such event each Optionee’s proportionate interest shall be maintained (to the extent possible) as immediately
before the occurrence of such event. The Committee shall, to the extent feasible, make such other adjustments as may be required under
the tax laws so that any Incentive Options previously granted shall not be deemed modified within the meaning of Section 424(h) of the
Code. Appropriate adjustments shall also be made in the case of outstanding Restricted Stock granted under the Plan.
The
adjustments described above will be made only to the extent consistent with continued qualification of the Option under Section 422 of
the Code (in the case of an Incentive Option) and Section 409A of the Code.
9.
Purchase for Investment/Conditions.
Unless
the Options and shares covered by the Plan have been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or the Company has determined that such registration is unnecessary, each person exercising or receiving Securities
under the Plan may be required by the Company to give a representation in writing that he is acquiring the securities for his own account
for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The Committee may impose
any additional or further restrictions on awards of Securities as shall be determined by the Committee at the time of award.
10.
Taxes.
(a)
The Company may make such provisions as it may deem appropriate, consistent with applicable law, in connection with any Securities granted
under the Plan with respect to the withholding of any taxes (including income or employment taxes) or any other tax matters.
(b)
If any Grantee, in connection with the acquisition of Restricted Stock, makes the election permitted under Section 83(b) of the Code
(that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Grantee shall
notify the Company of the election with the Internal Revenue Service pursuant to regulations issued under the authority of Code Section
83(b).
(c)
If any Grantee shall make any disposition of shares of Common Stock issued pursuant to the exercise of an Incentive Option under the
circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall notify the
Company of such disposition within ten (10) days hereof.
11.
Effective Date of Plan.
The
Plan shall be effective on March 1, 2022; provided, however, that the Plan must subsequently be approved by majority vote of the Company’s
stockholders in accordance with the rules and regulations of the OTCQX U.S. no later than December 31, 2022.
12.
Amendment and Termination.
The
Board may amend, suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Participant
under Securities theretofore granted without the Participant’s consent, and except that no amendment shall be made which, without
the approval of the stockholders of the Company would:
| |
(a) |
materially
increase the number of shares that may be issued under the Plan, except as is provided in Section 8; |
| |
|
|
| |
(b) |
materially
increase the benefits accruing to the Participants under the Plan; |
| |
|
|
| |
(c) |
materially
modify the requirements as to eligibility for participation in the Plan; |
| |
(d) |
decrease
the exercise price of an Incentive Option to less than 100% of the Fair Market Value per share of Common Stock on the date of grant
thereof or the exercise price of a Nonqualified Option to less than 100% of the Fair Market Value per share of Common Stock on the
date of grant thereof; |
| |
|
|
| |
(e) |
extend
the term of any Option beyond that provided for in Section 5(b); |
| |
|
|
| |
(f) |
except
as otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price of outstanding Options or effect repricing through
cancellations and re-grants of new Options; |
| |
|
|
| |
(g) |
increase
the number of shares of Common Stock to be issued or issuable under the Plan to an amount that is equal to or in excess of 19.99%
of the number of shares of Common Stock outstanding before the issuance of the stock or securities; or |
| |
|
|
| |
(h) |
otherwise
require stockholder approval pursuant to the rules and regulations of the OTCQB. |
Subject
to the forgoing, the Committee may amend the terms of any Option theretofore granted, prospectively or retrospectively, but no such amendment
shall impair the rights of any Optionee without the Optionee’s consent.
It
is the intention of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury Regulations
and other Internal Revenue Service guidance promulgated thereunder (the “Section 409A Rules”) and the Committee shall
exercise its discretion in granting awards hereunder (and the terms of such awards), accordingly. The Plan and any grant of an award
hereunder may be amended from time to time (without, in the case of an award, the consent of the Participant) as may be necessary or
appropriate to comply with the Section 409A Rules.
13.
Government Regulations.
The
Plan, and the grant and exercise or conversion, as applicable, of Securities hereunder, and the obligation of the Company to issue and
deliver shares under such Securities shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental
agencies, national securities exchanges and interdealer quotation systems as may be required.
14.
General Provisions.
(a)
Certificates. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and
Exchange Commission, or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange
or interdealer quotation system upon which the Common Stock is then listed or traded and the Committee may cause a legend or legends
to be placed on any such certificates to make appropriate reference to such restrictions.
(b)
Employment Matters. Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant who
is an employee of the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is a director,
continued service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of its directors or the retention
of any of its consultants or advisors at any time.
(c)
Limitation of Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee,
shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and
all members of the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.
(d)
Registration of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the Common
Stock to be issued upon the exercise thereof has been registered under the Securities Act and applicable state securities laws, or are,
in the opinion of counsel to the Company, exempt from such registration in the United States. The Company shall not be under any obligation
to register under applicable federal or state securities laws any Common Stock to be issued upon the exercise of an Option granted hereunder
in order to permit the exercise of an Option and the issuance and sale of the Common Stock subject to such Option, although the Company
may in its sole discretion register such Common Stock at such time as the Company shall determine. If the Company chooses to comply with
such an exemption from registration, the Common Stock issued under the Plan may, at the direction of the Committee, bear an appropriate
restrictive legend restricting the transfer or pledge of the Common Stock represented thereby, and the Committee may also give appropriate
stop transfer instructions with respect to such Common Stock to the Company’s transfer agent.
15.
Non-Uniform Determinations.
The
Committee’s determinations under the Plan, including, without limitation, (i) the determination of the Participants to receive
awards, (ii) the form, amount and timing of such awards, (iii) the terms and provisions of such awards and (ii) the agreements evidencing
the same, need not be uniform and may be made by it selectively among Participants who receive, or who are eligible to receive, awards
under the Plan, whether or not such Participants are similarly situated.
16.
Governing Law.
The
validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with
the internal laws of the State of Nevada, without giving effect to principles of conflicts of laws, and applicable federal law.
Exhibit
23.1
CONSENT
OF INDEPENDENT ACCOUNTANTS
We
consent to the incorporation by reference in the Registration Statement of the 2022 Equity Incentive Plan of Good Gaming, Inc. on Form
S-8 of our report dated April 14, 2022 which includes an explanatory paragraph as to the Good Gaming, Inc’s ability to continue
as a going concern, relating to our audit of the balance sheet as of December 31, 2021, and the statements of operations, stockholders’
deficit and cash flows for the year ended December 31, 2021.
We
also consent to the reference to us under the caption “Experts” in the Registration Statement.
 |
|
| Houston, Texas |
|
| November 17, 2023 |
|
Exhibit 107
Calculation
of Filing Fee Table
FORM
S-8
Registration
Statement Under the Securities Act of 1933
(Form
Type)
Good
Gaming, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Newly
Registered Securities
| | |
Security
Type | |
Security
Class
Title(1) | |
Fee
Calculation
Rule | |
Amount
Registered | | |
Proposed
Maximum
Offering
Price
Per
Unit(2) | | |
Maximum
Aggregate
Offering
Price | | |
Fee Rate | | |
Amount
of
Registration
Fee(3) | |
Fees to
Be Paid | |
Equity | |
Common
Stock | |
Rule
457(c)
Rule 457(h) | |
| 30,000,000 | | |
$ | 0.045 | | |
$ | 1,350,000 | | |
| 0.0000927 | | |
$ | 125.15 | |
| Total Offering Amounts | |
| | | |
| | | |
$ | 1,350,000 | | |
| | | |
$ | 125.15 | |
| Total Fees Previously Paid | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 125.15 | |
| |
(1) |
Represents
Common Stock, $0.001 par value (the “Common Stock”) issuable under the 2022 Stock Incentive Plan.
|
| |
|
|
| |
(2) |
Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) of the Securities Act on the basis
of the last reported sale price of a share of common stock, par value $0.001 per share on the OTC Markets on May 31, 2022,
which date is within five business days prior to filing this Registration Statement. |
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