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): July 1, 2020
DRAFTKINGS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38908 | 84-4052441 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
222 Berkeley Street, 5th Floor
Boston, MA 02116
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (617) 986-6744
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A common stock, par value $0.0001 per share | DKNG | The Nasdaq Stock Market LLC | ||
| Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | DKNGW | The Nasdaq Stock Market LLC |
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 x
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 8.01. | Other Events. |
On July 1, 2020, DraftKings Inc., a Nevada corporation (the “Company”), announced the extension of the previously announced redemption date with respect to the Company’s outstanding warrants (other than the Private Placement Warrants (as defined in the Warrant Agreement, dated as of May 10, 2019 (the “Warrant Agreement”), by and among Diamond Eagle Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent (as assigned to and assumed by the Company and Computershare Trust Company, N.A., a federally chartered trust company, and Computershare Inc., a Delaware corporation (collectively, “Computershare”), as warrant agent and transfer agent, pursuant to that certain Assignment and Assumption Agreement, dated as of April 23, 2020)) (such warrants excluding the Private Placement Warrants, the “Public Warrants”) to allow additional time for holders of Public Warrants to exercise their warrants. As a result of this extension, holders of the Public Warrants will have until 5:00 PM New York City time on July 2, 2020 to exercise such Public Warrants for an exercise price of $11.50 per underlying share of the Company’s Class A common stock or to otherwise deliver a notice of guaranteed delivery in respect thereof (with delivery of the applicable Public Warrants to Computershare no later than 5:00 PM New York City time on July 7, 2020).
Any Public Warrants that remain unexercised or in respect of which no notice of guaranteed delivery has been delivered by 5:00 PM New York City time on July 2, 2020, will be void and no longer exercisable and all rights thereunder and in respect thereof will cease, except for the right of the holders to receive the redemption price of $0.01 per Public Warrant.
Private Placement Warrants are not subject to this redemption. Any outstanding Private Placement Warrants will remain outstanding and exercisable or transferable in accordance with the terms of the Warrant Agreement and will continue to be listed on Nasdaq. It is anticipated that as of Monday, July 6, 2020, the Private Placement Warrants will begin to trade under a new ticker symbol on Nasdaq (DKNGZ) and under a new CUSIP number (26142R120).
A copy of the Notice of Extension of Redemption Date is attached as Exhibit 99.1 and is incorporated herein by reference.
Neither this Current Report on Form 8-K nor the Notice of Extension of Redemption Date attached hereto as Exhibit 99.1 constitute an offer to sell or the solicitation of an offer to buy any Company securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Notice of Extension of Redemption Date, dated July 1, 2020 |
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.
| DRAFTKINGS INC. | |||
| By: | /s/ R. Stanton Dodge | ||
| Name: | R. Stanton Dodge | ||
| Title: | Chief Legal Officer and Secretary | ||
| Date: July 1, 2020 | |||
Exhibit 99.1
July 1, 2020
NOTICE OF extension of REDEMPTION DATE
TO THE HOLDERS OF DraftKings Inc.
Public Warrants (CUSIP No. 26142R112)*
NOTICE IS HEREBY GIVEN that DraftKings Inc., a Nevada corporation (the “Company”), has determined to and hereby does extend the period during which its Public Warrants (as defined below) may be exercised by holders thereof and has determined to, and hereby does, change the redemption date of its Public Warrants to July 2, 2020 (the “Redemption Date”).
Pursuant to the Notice of Redemption dated May 27, 2020 (the “Notice of Redemption”), the Company announced the redemption of all of its outstanding warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), that were issued as part of the units sold in Diamond Eagle Acquisition Corp.’s initial public offering (the “Public Warrants”) under the Warrant Agreement, dated as of May 10, 2019 (the “Warrant Agreement”), by and among Diamond Eagle Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent (as assigned to and assumed by the Company and Computershare Trust Company, N.A., a federally chartered trust company, and Computershare Inc., a Delaware corporation (collectively, “Computershare”), as warrant agent and transfer agent, pursuant to that certain Assignment and Assumption Agreement, dated as of April 23, 2020) for the specified redemption price of $0.01 per warrant. As of the date hereof, the Company has determined to extend the exercise period and has changed the Redemption Date to July 2, 2020.
In order to exercise their Public Warrants, holders must pay the exercise price of $11.50 per share of Common Stock underlying such Public Warrants in cash and deliver a completed and executed Warrant Exercise Form or Notice of Guaranteed Delivery to Computershare in respect of such Public Warrants prior to 5:00 p.m. New York City time on July 2, 2020. Broker-dealers who have delivered a Notice of Guaranteed Delivery in respect of Public Warrants prior to such deadline shall have until 5:00 p.m. New York City time on July 7, 2020 to deliver such Public Warrants via DWAC to Computershare.
Any Public Warrants that remain unexercised or in respect of which no Notice of Guaranteed Delivery has been properly submitted by 5:00 p.m. New York City time on July 2, 2020 will be void and no longer exercisable, and all rights thereunder and in respect thereof will cease, except for the right of the holders thereof to receive the redemption price of $0.01 in respect of each such Public Warrant. It is anticipated that as of July 6, 2020 the Public Warrants will stop trading under DKNGW and CUSIP No. 26142R112.
Private Placement Warrants
Private Placement Warrants (as defined in the Warrant Agreement) are not subject to this redemption of Public Warrants. Any outstanding Private Placement Warrants will remain outstanding and exercisable or transferable in accordance with the terms of the Warrant Agreement and will continue to trade on Nasdaq. It is anticipated that as of July 6, 2020, the Private Placement Warrants will begin to trade under a new ticker symbol on Nasdaq (DKNGZ) and under a new CUSIP number (26142R120).
* The CUSIP number appearing herein has been included solely for the convenience of the holders of the Public Warrants. Neither the Company nor Computershare shall be responsible for the selection or use of any such CUSIP number, nor is any representation made as to its correctness on the Public Warrants or as indicated herein.
Questions regarding redemption of the Public Warrants or the procedures therefor should be directed to our information agent, Georgeson, at 866-219-9786.
