UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~SECURITIES~~———————— FORM ~~AND EXCHANGE COMMISSION~~ 8-K ————————

~~WASHINGTON,~~CURRENT REPORT Pursuant ~~D.C. 20549~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~FORM~~Date ~~8-K~~of Report (Date of earliest event reported): May 6, 2019

~~CURRENT~~———————— Nevada ~~REPORT~~Gold & Casinos, INC. (Exact name of registrant as specified in its charter) ————————

Pursuant To Section 13 or 15 (d) of the

Nevada	1-15517	88-0142032
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Securities Exchange Act of 1934

711 Powell Ave. SW, Suite 100

Renton, WA

98057

(Address of principal executive offices)

(Zip Code)

Date of Report (date of earliest event reported): March 20, 2019

NEVADA GOLD & CASINOS, INC.

(Exact name of registrant as specified in its charter)

Nevada	1-15517	88-0142032
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

711 Powell Avenue SW Suite 100 Renton, Washington		98057
(Address of principal executive offices)		(Zip Code)

(702) 685-1000

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:

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities ~~Exchange~~ Exchange Act of 1934 (~~17 CFR~~ §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~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~into~~to aSection ~~Material~~12(b) ~~Definitive~~of ~~Agreement.~~the Act:

As previously announced, on September 18, 2018, Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger with Maverick Gold LLC (f/k/a Maverick Casinos LLC), a Nevada limited liability company (“Parent”), and Maverick Casinos Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (the “Merger Sub”), dated as of that date (the “Agreement and Plan of Merger”, and as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of November 29, 2018 (“Amendment No. 1”), the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent, upon the terms and subject to the conditions set forth therein.

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.12 par value

UWN

New York Stock Exchange Market

OnItem ~~March 20, 2019, the Company entered into Amendment No~~3.01 2Notice ~~to Agreement and Plan~~ of ~~Merger~~Delisting ~~dated as of that date (“Amendment No. 2 to the Merger Agreement”), with Parent, and Merger Sub. Amendment No. 2 amended the Merger Agreement to extend the date after which Parent~~ or ~~the~~Failure ~~Company may terminate the Merger Agreement if the Merger has not occurred by such date (the “Outside Date”) from April 15, 2019~~ to ~~July~~Satisfy ~~15,~~a ~~2019,~~Continued inListing ~~order~~Rule to provide the parties with more time to obtain the approvals of the Washington State Gambling Commission required in order to consummate the Merger. This termination right will continue to be unavailable to Parent or ~~the~~Standard; ~~Company~~Transfer ~~if the inaccuracy or breach~~ of any representation, warranty, covenant, or agreement of such party set forth in the Merger Agreement had caused, or resulted in, the failure of the Merger to be consummated on or before the revised Outside DateListing.

~~Amendment~~On ~~No. 2 to the Merger Agreement also amended the Merger Agreement to provide that if the Merger occurs after~~ May 16, 2019, ~~the per share merger~~Nevada ~~consideration~~Gold ~~will~~& ~~automatically~~Casinos, ~~increase by $0~~Inc.02, ~~(instead~~a ofNevada ~~$0.01)~~corporation ~~for each month following such date until~~ (~~and including)~~ the ~~date of the Merger (prorated by the number of days for partial months~~“Company”)~~. Thus~~, asreceived ~~amended~~a byletter ~~Amendment~~from ~~No.~~NYSE 2American toLLC (the ~~Merger Agreement,~~“Exchange”) ~~the~~stating ~~Merger Agreement now provides~~ that the ~~$2.50~~Exchange ~~per~~has ~~share~~determined ~~merger~~that ~~consideration~~the ~~shall~~Company beis ~~automatically~~not ~~increased~~in bycompliance ~~(i)~~with ~~$0.01~~Section ~~for each~~704 ~~month~~of ~~following~~the ~~February~~NYSE 1,American ~~2019~~Company ~~until~~ Guide (~~and including)~~ the ~~earlier~~“Company ~~of (x~~Guide”) ~~the~~due ~~date~~to of the ~~Merger~~Company’s ~~and~~failure ~~(y)~~to ~~May~~hold 1,an ~~2019~~annual ~~(prorated by~~meeting ~~the~~during ~~number of days for partial months), plus (ii) if~~ the ~~Merger~~fiscal ~~occurs~~year ~~after~~ended ~~May 1~~April 30, ~~2019,~~2018 ~~$0.02 for each month following such date until~~ (~~and including)~~ the ~~date~~“Exchange ~~of the Merger (prorated by the number of days for partial months~~Letter”).

~~The~~On ~~foregoing~~May ~~summary of~~7, ~~Amendment~~2019, ~~No. 2 to~~ the Company ~~Merger~~issued ~~Agreement~~a ~~does~~press ~~not~~release ~~purport~~announcing toreceipt beof ~~complete~~the ~~and~~Exchange isLetter ~~subject~~as ~~to,~~required ~~and qualified in its entirety~~ by~~, the~~ ~~full~~Section ~~text~~402 of ~~(i)~~the ~~Amendment~~Company NoGuide. 2A tocopy of the ~~Merger~~press ~~Agreement,~~release ~~a copy of which~~ is ~~attached~~included as Exhibit 299.1 to this current report ~~and is incorporated herein by reference, (ii) the Agreement and Plan of Merger, which is incorporated by reference to Exhibit 2.1 to the Company’s Current Report~~ on Form 8-K ~~filed on September 18, 2018,~~ and ~~(iii) Amendment No. 1, which is~~ incorporated by reference to ~~Exhibit 2~~herein.~~1 to the Company’s Current Report on Form 8-K filed on November 30, 2018.~~

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Exhibit No.		Description

99.1		Press Release dated May 7, 2019

2.1 Amendment No. 2 to Agreement and Plan of Merger dated as of March 20, 2019, by and among Nevada Gold & Casinos, Inc., Maverick Gold LLC (f/k/a Maverick Casinos LLC), and Maverick Casinos Merger Sub, Inc.

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.

Date: ~~March~~May 217, 2019

NEVADA GOLD & CASINOS, INC. By: /s/Michael P. Shaunnessy Name: Michael P. Shaunnessy Title: President & Chief Executive Officer

~~By: /s/ Michael P. Shaunnessy~~ 3

Name: Michael P. Shaunnessy Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number Description

Exhibit
Number	Description

99.1	Press Release dated May 7, 2019

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