DoubleDown Interactive Co., Ltd 6-K, filed Nov 21, 2022
DoubleDown Interactive Co., Ltd. (DDI)
About this 6-K
DoubleDown Interactive Co., Ltd filed this 6-K on November 21, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number 001-39349
DoubleDown Interactive Co., Ltd.
(Exact name of registrant as specified in its charter)
Joseph A. Sigrist, Chief Financial Officer
c/o DoubleDown Interactive, LLC
605 5th Avenue, Suite 300
Seattle, WA 98104
+1-206-408-4545
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Convocation of Extraordinary General Meeting of Shareholders
On November 18, 2022, the Board of Directors of DoubleDown Interactive Co., Ltd. (the “Company”) resolved to convene an extraordinary general meeting of shareholders (the “EGM”). The details of the EGM are as follows:
| • | Date and time: December 28, 2022, 11:00 a.m. (Korea Standard Time) / December 27, 2022, 9:00 p.m. (Eastern Time, USA) |
| • | Who can attend: Holders of the Company’s common shares as of December 5, 2022 (the “Record Date”). Holders of American Depositary Share (the “ADSs”), each representing 0.05 of a common share of the Company, as of the Record Date (“ADS Holders”) may not attend in person or vote at the EGM. Instead, ADS Holders will need to instruct Citibank, N.A., the depositary of the ADSs (the “Depositary”), as to how to vote the common shares represented by the ADSs. ADS Holders who wish to attend or vote directly at the EGM must cancel their respective ADSs in exchange for the common shares of the Company, which cancellation and exchange must be completed prior to the Record Date, and therefore, such ADS Holders will need to deliver their ADSs to the Depositary for cancellation with sufficient time prior to the Record Date to allow for the subsequent exchange of their ADSs for the underlying common shares before the Record Date. |
| • | Venue: Meeting room, 13th floor, 152 Teheran-Ro, Gangnam-gu, Seoul |
| • | Methods of attending: ADS Holders should send the Depositary their voting instructions using the ADS voting card as separately instructed. The Depositary expects to mail voting instructions to ADS Holders on or about December 13, 2022. |
| • | Proposal to be presented and considered at the EGM: |
| 1. | Proposal No. 1: Transfer of retained earnings from capital surplus |
Agenda details: Approval of a reduction of the Company’s capital reserve in the amount of KRW330 billion pursuant to Article 461-2 of the Korean Commercial Code.
Issuance of Press Release
On November 21, 2022, the Company issued a press release announcing the convocation of the EGM.
The press release is being furnished in this current report on Form 6-K as Exhibit 99.1 pursuant to General Instruction B to the Form 6-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 |
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, thereunto duly authorized.
| Date: November 21, 2022 | DOUBLEDOWN INTERACTIVE CO., LTD. | |||||
| By: | /s/ Joseph A. Sigrist | |||||
| Name: Joseph A. Sigrist | ||||||
| Title: Chief Financial Officer | ||||||
Exhibit 99.1
DoubleDown Interactive to Hold Extraordinary
General Meeting on December 28, 2022
SEATTLE, WASHINGTON – November 21, 2022 — DoubleDown Interactive Co., Ltd. (NASDAQ: DDI) (“DoubleDown” or the “Company”), a leading gaming company, delivering unique player experiences across a variety of genres, today announced that it will hold an extraordinary general meeting of shareholders (the “EGM”) at 152 Teheran-Ro, 13th floor, Gangnam-gu, Seoul on December 28, 2022 at 11:00 A.M., Korea Standard Time, or December 27, 2022 at 9:00 P.M. Eastern Time.
At the EGM, the Board of Directors of the Company (the “Board”) will present the following resolutions:
| • | to approve the reduction of the Company’s capital reserve in the amount of KRW330 billion pursuant to Article 461-2 of the Korean Commercial Code. |
The Board has fixed the close of business on December 5, 2022, U.S. Eastern Time, as the record date (the “Record Date”) for determining the shareholders entitled to receive notice and to attend and vote at the EGM or any adjourned or postponed meeting thereof pursuant to the articles of incorporation of the Company currently in effect. Holders of American Depositary Share (“ADSs”), each representing 0.05 of a common share of the Company, who wish to attend the EGM in person or vote at the EGM, must deliver their ADSs to Citibank, N.A., the depositary of ADSs (the “Depositary”), for cancellation of and exchange their ADSs for the underlying common shares, which cancellation and exchange must be completed prior to the Record Date. Otherwise, holders of ADSs as of the Record Date may not attend in person or vote at the EGM, and instead, will need to instruct the Depositary as to how to vote the common shares represented by the ADSs following receipt of a notice and voting instructions from the Depositary, which will be mailed on or about December 13, 2022.
About DoubleDown Interactive
DoubleDown Interactive Co., Ltd. is a leading developer and publisher of digital games on mobile and web-based platforms. We are the creators of multi-format interactive entertainment experiences for casual players, bringing authentic Vegas entertainment to players around the world through an online social casino experience. Our flagship title, DoubleDown Casino, has been a fan-favorite game on leading social and mobile platforms for years, entertaining millions of players worldwide with a lineup of classic and modern games.
Company Contact:
Joe Sigrist
ir@doubledown.com
+1 (206) 773-2266
Chief Financial Officer
https://www.doubledowninteractive.com
Investor Relations Contact:
Cody Slach or Jeff Grampp, CFA
Gateway Group
1-949-574-3860
DDI@gatewayir.com