UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 613, 2019

EMPIRE RESORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-12522

13-3714474

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

c/o Monticello Casino and Raceway, 204 State Route 17B,

P.O. Box 5013, Monticello, NY

12701

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (845) 807-0001

Not Applicable

(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 to 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

Common Stock

NYNY

Nasdaq Global Market

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. ☐

~~Securities~~Item ~~registered~~5.07. ~~pursuant~~Submission of Matters to ~~Section 12(b)~~ ofa ~~the~~Vote ~~Act:~~of Security Holders.

~~Title~~On November 13, 2019 at 9:00 a.m., Eastern Time, Empire Resorts, Inc., a Delaware corporation (the “Company”), held a special meeting of ~~each~~its ~~class~~stockholders ~~Trading~~(the ~~Symbol~~“Special Meeting”) to consider and vote upon several matters in connection with the consummation of the transaction contemplated by the Agreement and Plan of Merger, dated as of August 18, 2019 (sthe “Merger Agreement”), ~~Name~~by and among the Company, Hercules Topco LLC, a Delaware limited liability company (“Parent”), and Hercules Merger Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of ~~each~~Parent ~~exchange~~(“Merger Sub”), onpursuant to which ~~registered~~Merger ~~Common~~Sub ~~Stock~~will ~~NYNY~~be ~~Nasdaq~~merged ~~Global~~with ~~Market~~and into the Company (the “Merger”), with the Company surviving as a subsidiary of Parent. The Merger Agreement and the transactions contemplated thereby are described in more detail in the definitive proxy statement, dated October 11, 2019, as amended on November 8, 2019, filed by the Company on October 11, 2019 with the Securities and Exchange Commission (as supplemented, the “proxy statement”).

~~Item~~As 8of September 20, 2019, the record date for the Special Meeting (the “Record Date”), there were 34,435,907 shares of Common Stock of the Company, par value $0.01 (the “Common Stock”), 44,258 shares of Series B Preferred Stock of the Company, par value $0.01 ~~Other~~(the ~~Events~~“Series B Preferred Stock”), and 890 shares of Series F Convertible Preferred Stock, par value $0.01 (the “Series F Preferred Stock” and, together with Series B Preferred Stock and Common Stock, “Voting Stock”), issued and outstanding and entitled to vote. Each share of Common Stock entitled the holder thereof to one vote, each share of Series B Preferred Stock entitled the holder thereof to fifty-four thousandths (0.054) of one vote, and each share of Series F Preferred Stock entitled the holder thereof to 5,000 votes. Accordingly, a total of 38,888,297 votes were capable of being cast at the Special Meeting.

~~Litigation~~At ~~Relating~~the toSpecial Meeting, the ~~Merger~~holders of Voting Stock at the Record Date were asked to vote upon:

~~As previously disclosed, on August 18, 2019, Empire Resorts, Inc~~1. ~~(the~~A ~~“Company”)~~proposal entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Hercules Topco LLC, a Delaware limited liability company (“Parent”), Hercules Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. Parent and Merger Sub are affiliates of Kien Huat Realty III Limited (“Kien Huat”) and Genting Malaysia Berhard (“GenM”). Kien Huat, GenM and their respective affiliates are currently the holders of approximately 86% of the voting power of the Company’s outstanding capital stock. The Merger Agreement provides for, upon the terms and subject to ~~the~~adopt ~~conditions set forth in~~ the Merger Agreement, ~~the merger of Merger Sub with and into the Company, with the Company surviving as a subsidiary of Parent~~ (the “Merger Proposal”). ;

~~On October 8, 2019 and October 28, 2019, respectively, two putative class action complaints challenging the Merger were filed in New York State Supreme Court, Sullivan County~~2. The ~~first~~approval ~~Sullivan~~of ~~County~~certain ~~case~~items isof ~~captioned~~compensation ~~David~~that ~~Mullen~~are v.based ~~Empire~~on ~~Resorts,~~or ~~Inc.~~otherwise etrelated ~~al.,~~to ~~Index No. E2019-2085 (~~the ~~“Mullen~~ ~~State~~Merger ~~Court~~that ~~Litigation”).~~may ~~The~~become ~~second~~payable ~~Sullivan~~to ~~County case is captioned Julie Milano v. Empire Resorts, Inc. et al., Index No. E2019-2207 (~~the ~~“Milano Litigation,” and, collectively with the Mullen State Court Litigation, the “Sullivan County Litigations”). The Sullivan County Litigations allege that the members of the~~ Company’s ~~Board~~named ofexecutive ~~Directors~~officers ~~(the~~under ~~“Board”)~~existing ~~breached~~agreements ~~their fiduciary duties in connection~~ with the ~~negotiation and approval of the Merger Agreement, as well as in authorizing the disclosures made in the~~ Company’s ~~preliminary proxy statement filed with the SEC on September 24, 2019~~ (the “~~Preliminary~~Compensation ~~Proxy~~Proposal”).; ~~The Sullivan County Litigations further allege that each of the Company, Parent, Merger Sub, Kien Huat,~~ and GenM aided and abetted the Board’s alleged breaches of fiduciary duty. On October 28, 2019, the plaintiff in the Mullen State Court Litigation voluntarily dismissed the Mullen State Court Litigation.

On October 15, 2019, October 18, 2019 and October 29, 2019, respectively, three federal complaints challenging the Merger were filed in the United States District Court for the District of Delaware and the United States District Court for the Southern District of New York3. ~~The~~A ~~Delaware~~proposal ~~federal~~to ~~case~~adjourn ~~is captioned Adam Franchi v. Empire Resorts, Inc. et al., Case No. 1:19-cv-01947-RGA (~~the ~~“Franchi~~Special ~~Litigation”) and the two New York federal cases are captioned David Mullen v. Empire Resorts~~Meeting, ~~Inc.~~if etnecessary ~~al.,~~or ~~Case No. 1:19-cv-09632-LAK (the “Mullen Federal Litigation”) and Harold Litwin v. Empire Resorts~~appropriate, ~~Inc.~~to etsolicit ~~al.,~~additional ~~Case~~proxies ~~No.~~if ~~1:19-cv-10026~~there ~~(the~~are ~~“Litwin~~insufficient ~~Litigation,”~~votes ~~and,~~at ~~collectively with~~ the ~~Franchi~~ ~~Litigation,~~time the Milano Litigation, and the Mullen Federal Litigation, the “Merger Litigations”). In the Franchi Litigation, Mullen Federal Litigation, and Litwin Litigation, each plaintiff asserts claims against the Company and certain members of the ~~Board~~Special ~~under~~Meeting ~~Section 14(a)~~to ofapprove the ~~Securities~~Merger ~~Exchange~~Proposal ~~Act of 1934~~ (the “~~Exchange~~Adjournment ~~Act~~Proposal”) ~~and Rule 14a-9 promulgated thereunder, as well as Section 20(a) of the Exchange Act~~. Each plaintiff alleges that the Company’s definitive proxy statement filed with the SEC on October 11, 2019 (the “Proxy Statement”) was misleading and omitted certain information with respect to the Merger.

~~Each of the~~ Merger ~~Litigations~~Proposal ~~seeks, among other things, to enjoin the Merger and recover damages, as well as an award of the plaintiffs’ attorneys’ fees and costs of the litigation.~~

~~The~~Approval ~~defendants~~of ~~deny~~the ~~all~~Merger ~~such~~Proposal ~~allegations~~required ~~and~~the ~~believe~~approval of (i) holders of a majority of the ~~Merger~~voting power of the outstanding shares of Voting ~~Litigations~~Stock ~~are~~entitled ~~without~~to ~~merit.~~vote ~~Furthermore,~~thereon as of the ~~defendants~~Record ~~believe~~Date ~~that~~of the ~~disclosures~~Special inMeeting, voting as one class (the ~~Preliminary~~“General ~~Proxy~~Stockholder Vote”), and (ii) the ~~Proxy~~holders ~~Statement~~of ~~are~~a ~~adequate~~majority ~~under~~of the ~~law.~~voting ~~However~~power of the outstanding shares of Voting Stock not held by Kien Huat Realty III Limited, toan ~~alleviate~~Isle ~~the~~of ~~costs~~Man company limited by shares (“Kien Huat”), ~~risks~~Genting ~~and~~Malaysia ~~uncertainties~~Berhad, ~~inherent~~a inMalaysian ~~litigation~~public ~~and provide~~company ~~additional~~limited ~~information~~by toshares ~~its~~(“GenM”), ~~stockholders~~their respective affiliates, or any director or executive officer of the Company, ~~has~~entitled ~~determined~~ to ~~voluntarily~~vote ~~supplement~~thereon as of the ~~Proxy~~Record ~~Statement~~Date asof ~~described~~the inSpecial ~~this~~Meeting, ~~Current~~voting ~~Report~~as onone ~~Form~~class ~~8-K~~(the “Public Stockholder Vote”). ~~Nothing~~As of the Record Date, 5,410,507 votes were capable of being cast in ~~this~~respect ~~Current~~of the Public Stockholder Vote.

1The total number of votes capable of being cast by the holders of Voting Stock as of the Record Date of the Special Meeting pursuant to the General Stockholder Vote were voted as follows:

Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Merger Litigations that any additional disclosure was or is required. These supplemental disclosures will not affect the merger consideration to be paid to the Company’s stockholders in connection with the Merger or the timing of the special meeting of the Company’s stockholders scheduled for 9:00 a.m., Eastern Time, on November 13, 2019 at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.


For	Against	Abstain	Broker Non-Vote
36,331,046	277,185	15,457	—

~~Supplemental~~The ~~Disclosures~~total number of votes capable of being cast by the holders of Voting Stock as of the Record Date of the Special Meeting pursuant to the Public Stockholder Vote were voted as follows:

The following disclosures supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.


For	Against	Abstain	Broker Non-Vote
2,853,256	277,185	15,457	—

~~The~~Compensation ~~carryover~~Proposal ~~paragraph from pages 20 to 21 of the Proxy Statement is hereby amended by inserting the following new sentence immediately prior to the second-to-last sentence thereof:~~

AtApproval ~~that~~of ~~time,~~the ~~Gregg~~Compensation ~~Polle~~Proposal ~~served~~required asthe aapproval ~~director~~ of ~~the~~a ~~Company~~majority ~~and~~of asvotes acast ~~Managing~~by ~~Director~~holders of ~~Moelis.~~Voting AsStock ~~previously~~entitled ~~disclosed~~to invote ~~the~~thereon ~~Company’s Quarterly~~as ~~Report~~of ~~on Form 10-Q filed with~~ the ~~SEC~~Record onDate ~~August 9, 2019, Mr. Polle refrained from participating in discussion~~ of, ~~and~~the ~~had~~Special ~~abstained from voting on, whether to engage Moelis~~Meeting.

The ~~carryover~~total ~~paragraph~~number ~~from~~of ~~pages~~votes 22capable toof 23being ofcast by the ~~Proxy~~holders ~~Statement~~of isVoting ~~hereby~~Stock ~~amended~~as byof ~~inserting~~the Record Date of the ~~following~~Special ~~new~~Meeting ~~sentence~~were atvoted ~~the~~as ~~end thereof~~follows:

In addition, as previously disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2019, Mr. Polle refrained from participating in discussion of, and had abstained from voting on, the Special Committee’s determination to engage Moelis.


For	Against	Abstain	Broker Non-Vote
36,286,709	331,784	6,470	—

~~The~~Adjournment ~~carryover~~Proposal ~~paragraph from pages 32 to 33 of the Proxy Statement is hereby amended by inserting the following new sentence immediately after the third sentence thereof:~~

AtAs nothere ~~point~~were ~~prior~~sufficient votes to ~~the~~approve ~~execution and delivery of~~ the Merger ~~Agreement on August 18~~Proposal, ~~2019 did Party A convey to~~ the ~~Company~~Adjournment orProposal ~~its~~was ~~advisors~~rendered amoot ~~proposal~~and towas ~~provide~~not ~~liquidity~~presented toat ~~address~~ the ~~Company’s liquidity needs or related capital risks discussed in the Company’s Quarterly Report on Form 10-Q filed~~Special ~~with the SEC on August 9, 2019~~Meeting.

The ~~second-to-last~~ ~~sentence~~Company ofexpects ~~the~~to ~~carryover~~announce ~~paragraph~~the ~~from~~consummation ~~pages 35 to 36~~ of the ~~Proxy~~merger ~~Statement~~within isthe ~~hereby~~coming ~~amended~~days, ~~and~~subject ~~restated~~ to ~~provide~~the insatisfaction ~~its~~of ~~entirety~~certain closing asconditions. ~~follows:~~

~~Ultimately,~~SIGNATURES however, neither of these potential financing sources proposed any transactions with the Company other than supplemental financing to or replacement financing of a portion of the Company’s outstanding indebtedness.

2Pursuant 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.

~~The~~Dated: ~~carryover~~November 13, ~~paragraph~~2019 ~~from pages 35 to 36 of the Proxy Statement is hereby amended by inserting the following new sentence at the end thereof:~~

~~None~~EMPIRE ~~of the 19 potential bidders contacted by Moelis~~RESORTS, ~~Party~~INC. ABy: or/s/ ~~the~~Ryan ~~other~~Eller ~~potential financing~~Name: ~~source~~Ryan ~~mentioned~~Eller inTitle: ~~this~~President ~~paragraph~~and ~~entered~~Chief ~~into~~Executive ~~a confidentiality agreement with the Company or otherwise is bound by any agreement with the Company restricting its ability to make a takeover proposal.~~ Officer

The tables (inclusive of the footnotes thereto) on pages 45 to 46 of the Proxy Statement are hereby amended and restated to provide in their entirety as follows:

Empire Resorts Inc.

Long Term Financial Model

without Online Sportsbetting

($000’s)

	Forecast2019			Forecast2020			Forecast2021			Forecast2022			Forecast2023			Forecast2024
Statement of Operations
Revenues:
Gaming	$	208,442		$	241,321		$	254,362		$	265,779		$	275,298		$	280,804
Racing	$	5,212		$	5,316		$	5,422		$	5,531		$	5,641		$	5,754
Food & Beverage	$	31,874		$	35,622		$	37,403		$	38,899		$	40,066		$	40,867
Room	$	13,981		$	15,949		$	16,746		$	17,416		$	17,939		$	18,298
Other	$	8,153		$	8,968		$	9,685		$	10,073		$	10,375		$	10,582
Gross Revenue	$	267,661		$	307,176		$	323,619		$	337,698		$	349,319		$	356,306
Less: Promotional allowances	($	30,124	)	($	33,878	)	($	35,572	)	($	36,995	)	($	38,105	)	($	38,867	)
Net Revenue (a)	$	237,538		$	273,297		$	288,046		$	300,702		$	311,214		$	317,439
Total Operating costs and expenses	$	249,499		$	260,798		$	273,457		$	284,070		$	292,782		$	298,678
Net Income / Earnings	($	125,151	)	($	96,801	)	($	94,670	)	($	92,526	)	($	68,816	)	($	66,809	)
Adjusted EBITDA (per Credit Agreement) (b)	($	11,961	)	$	12,499		$	14,589		$	16,632		$	18,432		$	18,760
Unlevered Free Cash Flows (c)	($	24,903	)	($	2,891	)	$	3,849		$	5,892		$	7,692		$	8,020

Projections inclusive of online sports gambling beginning in 2021:

Empire Resorts Inc.

Long Term Financial Model with

Online Sportsbetting

($000’s)

	Forecast2019			Forecast2020			Forecast2021			Forecast2022			Forecast2023			Forecast2024
Statement of Operations
Revenues:
Gaming	$	208,442		$	241,321		$	254,862		$	280,779		$	301,298		$	320,804
Racing	$	5,212		$	5,316		$	5,422		$	5,531		$	5,641		$	5,754
Food & Beverage	$	31,874		$	35,622		$	37,403		$	38,899		$	40,066		$	40,867
Room	$	13,981		$	15,949		$	16,746		$	17,416		$	17,939		$	18,298
Other	$	8,153		$	8,968		$	9,685		$	10,073		$	10,375		$	10,582
Gross Revenue	$	267,661		$	307,176		$	324,119		$	352,698		$	375,319		$	396,306
Less: Promotional allowances	($	30,124	)	($	33,878	)	($	35,572	)	($	36,995	)	($	38,105	)	($	38,867	)
Net Revenue (a)	$	237,538		$	273,297		$	288,546		$	315,702		$	337,214		$	357,439
Total Operating costs and expenses	$	249,499		$	260,798		$	273,457		$	284,070		$	292,782		$	298,678
Net Income / Earnings	($	125,151	)	($	96,801	)	($	94,170	)	($	77,526	)	($	42,816	)	($	26,809	)
Adjusted EBITDA (per Credit Agreement) (b)	($	11,961	)	$	12,499		$	15,089		$	31,632		$	44,432		$	58,760
Unlevered Free Cash Flows (c)	($	24,903	)	($	2,891	)	$	4,349		$	20,892		$	30,652		$	41,139

(a) Net revenues include gaming revenue, which is the aggregate of gaming wins and losses, as well as revenues from racing, food and beverage, rooms and other revenues less complimentary items provided to our patrons.

The Company uses gaming revenues and net revenues as a measure of the Company’s ability to attract and retain its patrons and to measure the effectiveness of its marketing programs.

(b) Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is a non-GAAP measurement. EBITDA is calculated using net income and adding back income tax provisions, amortization of financing related fees and expenses, interest expense, amortization of capitalized interest, and depreciation and amortization expense and reducing it by interest income. EBITDA is the primary tool used by management to measure the Company’s operating results to meet its debt service, capital expenditure requirements and working capital requirements.

(c) Unlevered free cash flows is a non-GAAP measurement. Unlevered free cash flows, as presented above, is defined as Adjusted EBITDA, less cash taxes, less changes in net working capital, less capital expenditures.

The first paragraph on page 46 of the Proxy Statement is hereby amended and restated to provide in its entirety as follows:

The summary financial projections excluded any impacts associated with the positive effect of a potential VLT facility in Orange County due to the inherent uncertainty of any such facility’s future operations, including due to the facts that no site for the facility had yet been approved by applicable county or local authorities, that no terms for the required mitigation agreement between the Company and the VLT facility operating at the Yonkers racetrack had yet been agreed to or approved by applicable gaming authorities and that various other necessary regulatory approvals had not yet been obtained. In addition, the summary financial projections exclude any impacts associated with the negative effect of any prospective opening of potential casino(s) in downstate New York and any impact of a potential management contract with Resorts World Casino New York City.

The carryover paragraph from page 49 to 50 of the Proxy Statement is hereby amended by inserting the following new sentences immediately before the last sentence thereof:

The public companies referred to in clause (i) of the immediately preceding sentence were the same companies referred to in the selected public companies analysis described below. In performing its DCF analysis of the Company, Moelis also selected a range of terminal multiples after considering the Enterprise Values as a multiple of estimated EBITDA(R) for calendar year 2020 of the companies referred to in the selected public companies analysis described below. Moelis believed a terminal multiple range consistent with 2020 estimated EBITDA(R) multiples was appropriate in the terminal year due to relatively minimal growth in existing markets. Based on the Company Forecasts, Moelis’ selected ranges of discount rates and terminal multiples implied perpetuity growth rates of 3.6% to 6.1% in the case of Scenario A and (0.5%) to 2.8% in the case of Scenario B.

The second paragraph on page 53 of the Proxy Statement is hereby amended by inserting the following new sentence immediately after the third sentence thereof:

In the two years prior to the date of Moelis’ opinion, Moelis had not been engaged by, and had not received any fees from, Kien Huat, GenM or their respective affiliates, other than the engagements by the Company just summarized.

The second paragraph on page 53 of the Proxy Statement is hereby further amended by inserting the following new sentence at the end thereof:

However, Mr. Polle was not a member of the investment banking deal team at Moelis assigned to work on Moelis’ engagement by the Special Committee.

Additional Information and Certain Information Regarding Participants

The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Company stockholders in connection with the proposed transaction. The Company has filed a definitive proxy statement and other relevant materials with the SEC on October 11, 2019 in connection with any such solicitation of proxies from Company stockholders. COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS IN THEIR ENTIRETY AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of the Company’s directors and executive officers in the Company’s common stock is included in their SEC filings on Forms 3, 4, and 5, which can be found through the Company’s website (http://www.empireresorts.com), or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials filed with the SEC in connection with the proposed transaction. Stockholders may obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge at the Company’s website at http://www.empireresorts.com, or by writing to Empire Resorts, Inc., at c/o Monticello Casino and Raceway, 204 State Route 17B, P.O. Box 5013, Monticello, New York 12701.

Forward-Looking Statements

The information in this Current Report on Form 8-K contains forward-looking statements, including forward-looking statements that reflect our expectations as to the completion and timing of the Merger, other information relating to the Merger, projected financial information and other forward-looking information, and often in statements identified by the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and variations of these terms and similar expression, or the negative of these terms or similar expressions. These statements are based on management’s current beliefs, expectations, plans, assumptions and objectives of the Company and are subject to significant risks and uncertainties. All forward-looking statements speak only as of the date as of which they are made. These statements are not guarantees and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, risks related to the Merger, including the risk that the proposed Merger may not occur, the risk of unexpected costs or liabilities, delays due to regulatory review, the risk that certain closing conditions may not be timely satisfied or waived, the risk of litigation, the risk that any announcements relating to the proposed Merger could have adverse effects on the market price of the Company’s Common Stock, and the risk that general and business conditions may change. Risk factors are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and subsequent reports filed with the SEC. Such reports are available on the SEC’s website (www.sec.gov). We caution you not to place undue reliance on any forward-looking statements, which are made as of the date hereof or as otherwise specified herein. The Company undertakes no obligation to update any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

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.

Dated: November 6, 2019

EMPIRE RESORTS, INC. By: /s/ Ryan Eller Name: Ryan Eller Title: President and Chief Executive Officer

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