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): April 26, 2022

GAMING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-249998

35-2675083

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

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):

☐	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
N/A	N/A	N/A

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 1.01 Entry into a Material Definitive Agreement

As previously reported, Gaming Technologies, Inc. (the “Company”) entered into a securities purchase agreement dated November 20, 2020 (the “2020 Purchase Agreement”) and a securities purchase agreement dated as of February 3, 3021 (the “2021 Purchase Agreement” and together with the 2020 Purchase Agreement, the “Purchase Agreements”) with an accredited investor for the sale of the Company’s common stock at a price of $2.50 per share. On April 26, 2022, the Company and the investor entered into an amendment to the Purchase Agreements (the “Amendment”), and the Company and the Investor entered into a loan agreement (the “Loan Agreement”) and the Company issued to the investor a subordinated promissory note in the principal amount of $66,667 (the “Subordinated Note”) and received gross proceeds of $65,000 after deduction of a 10% origination fee to the investor.

Pursuant to the Amendment, the provisions in the Purchase Agreements for an adjustment due to price based dilution, which had expired by their terms, were extended, such that if, at any time until the earlier of (a) May 15, 2022, or (b) the day after the date on which the Company completes an underwritten public offing of shares of its common stock, except for certain exempt issuances as described in the Purchase Agreements, at a price below $2.50 per share (as adjusted for stock splits), then the Company will deliver to the investor that number of restricted shares of common stock equal to the difference between the number of shares purchased by the investor pursuant to such Purchase Agreement and the number of shares of common stock the investor would have received for the investor’s original subscription amount (an aggregate of $4,500,000) at the dilutive issuance price.

The Subordinated Note. The Subordinated Note is unsecured, bears interest at a rate of 10% per year (the “Interest Rate”), and matures on the earlier of the earlier of (a) October 26, 2022 or (b) a Capital Event (the “Final Maturity Date”). “Capital Event” means (a) any transaction in which the Company, or any subsidiary of the Company, or any joint venture directly or indirectly owned by the Company: (i) refinances or incurs any indebtedness exceeding $100,000 in the aggregate of all such transactions, (ii) sells, transfers or otherwise disposes (including pursuant to a sale-leaseback transaction) of any property or asset (including securities) other than in the ordinary course of business, (iii) forms a joint venture, or (iv) issues private or public equity, stock or other financial instrument for cash consideration exceeding $100,000 in the aggregate of all such transactions; (b) any casualty or other insured damage exceeding $100,000 to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company, or any subsidiary of the Company, or any joint venture directly or indirectly owned by the Company; or (c) any other transaction entered into for the purposes of generating cash to recapitalize the Company’s balance sheet.

If a Change of Control (as defined in the Subordinated Note) of Company occurs, then on or prior to the fifth business day following the date of such Change of Control, the Company shall prepay the Subordinated Note and all other obligations (other than, indemnity obligations under the loan documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) in full in cash together with (i) accrued interest thereon to the date of such prepayment, (ii) all other amounts owing to Investor under the loan documents, (iii) an amount equal to the difference between (x) the aggregate amount of interest that would have been due to Investor, for the period from and after the date of issuance of the Subordinated Note to and including the Final Maturity Date based upon the principal amount outstanding immediately prior to and the interest rate in effect as of the date of such prepayment, less (y) the amount of interest actually paid to Investor prior to the date of such prepayment.

Upon an Event of Default (as defined therein) interest shall accrue at the rate of 18% per annum.

Under the Loan Agreement, the Company may borrow up to an additional $211,111 from the Investor on the same terms as described above, subject to certain conditions.

Intercreditor Agreement. In connection with issuing the Subordinated Note, the Company, the Subordinated Note holder and the holder of the Company’s $1,666,666.67 10% Original Discount Senior Secured Convertible Note issued in November 2021 (the “Senior Note”) entered into a Intercreditor Agreement (the “Intercreditor Agreement”), pursuant to which the Subordinated Note holder agreed to fully subordinate its rights under the Subordinated Note to the Senior Note and related agreements, as described more fully in the Intercreditor Agreement.

The descriptions above of the Amendment, the Loan Agreement, the Subordinated Note and Intercreditor Agreement do not purport to be complete and are qualified in their entirety by reference to the complete texts of the Amendment, the Junior Note and the Intercreditor Agreement, each of which is filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this current report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Information concerning the Company’s issuance of the Subordinated Note as set forth in Item 1.01 above is incorporated herein to this Item 2.03 by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Amendment to Securities Purchase Agreements
10.2		Loan Agreement
10.3		Form of Subordinated Note
10.4		Form of Intercreditor Agreement
104		Cover Page Interactive Data File (formatted in iXBRL)

_____________________

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.

	GAMING TECHNOLOGIES, INC.

Dated: May 4, 2022	By:	/s/ Jason Drummond
	Name:	Jason Drummond
	Title:	CEO

Gaming Technologies, Inc. 8-K