Midnight Gaming Corp 8-K

What Happened
Midnight Gaming Corp (the "Company") filed an 8-K reporting that on March 8, 2026 it approved and executed an Omnibus Amendment to Outstanding Common Stock Purchase Warrants (the "Warrant Amendment"). The amendment gives all covered warrant holders a universal option to exercise warrants on a cashless basis (no cash payment required) effective March 8, 2026, while preserving holders’ existing right to cash exercise.

Key Details

• The Warrant Amendment covers all outstanding warrants issued by the Company from October 11, 2016 through March 8, 2026, including warrants reflected on the Company’s January 22, 2026 cap table, warrants disclosed in the Company’s 2024 and 2025 financial statement packages, omitted 2025 issuances, and other warrants shown in the Company’s books and warrant register.
• Cashless exercise formula: net shares issued = (A × (B − C)) ÷ B, rounded down, where A = number of warrant shares being exercised, B = Fair Market Value per share (as defined in the amendment), and C = the warrant’s exercise price.
• If the Fair Market Value is equal to or less than the exercise price, a cashless exercise yields no shares; in that case the holder may (if permitted by the warrant) instead elect a cash exercise.
• Other warrant terms remain unchanged: expiration dates, anti-dilution adjustments, transfer and legend requirements, and any beneficial ownership limitations. The Company also began distributing a Notice to Warrant Holders describing the new cashless exercise right (form of notice filed as Exhibit 99.1).

Why It Matters
For warrant holders, the amendment provides a convenient cashless alternative to exercisе warrants when paying the exercise price in cash is undesirable or impractical. For holders who exercise cashlessly, the number of shares received is governed by a fixed formula tied to the fair market value, which can result in fewer (or zero) shares if the stock price is low relative to the exercise price. For common shareholders, broader availability of cashless exercises can affect share issuance and dilution outcomes relative to prior practice. All other contractual protections and limits in the warrants remain in force.