Current Report Filing (8-k)
January 20 2022 - 5:17PM
Edgar (US Regulatory)
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2022-01-14
2022-01-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 14, 2022
GAMING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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333-249998
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35-2675083
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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Two Summerlin
Las Vegas, NV 89135, USA
(Address of principal executive offices, and zip
code)
+1-347-983-1227
(Registrant's telephone number, including area
code)
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check 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 13(a) of the Exchange Act.
Item 5.07 – Submission of Matters to
a Vote of Security Holders.
On January 14, 2022,
the holders of a majority of the issued and outstanding voting shares of Gaming Technologies, Inc. (the “Company,” “we,”
“us,” “our”) as of the record date of October 20, 2021, by
written consent in lieu of a special meeting of stockholders, approved an amendment to the Company’s Certificate of Incorporation
to (i) effect a reverse stock split of our common stock, by a ratio of not less than 1-for-2 and not more than 1-for-8, and providing
authority to our Board of Directors to determine whether to effect a reverse stock split
and, if so to select the ratio of the reverse stock split in their discretion, and (ii) to increase the number of our authorized
shares of common stock from 45,000,000 to 400,000,000. These matters were authorized by the
holders of 17,640,947 shares, or approximately 56% of the outstanding voting power, without including any consents that may be received
by the Company after that date.
The Company anticipates
filing a certificate of amendment to affect a reverse stock split, if any, and the authorized share increase with the Secretary of
State of Delaware prior to the anticipated listing of its common stock and warrants on the Nasdaq Capital Market and such actions being
effective on, or just before, the date the common stock is listed to the Nasdaq Capital Market. The Company will need to take the necessary
steps to meet Nasdaq listing requirements, which may include a reverse stock split, and there is no assurance that our common stock will
be approved for listing on Nasdaq.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GAMING TECHNOLOGIES, INC.
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Dated: January 20, 2022
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By:
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/s/ Jason Drummond
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Name:
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Jason Drummond
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Title:
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CEO
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Gaming Technologies (CE) (USOTC:GMGT)
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