8-K - FLL - Equibles

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): September 3, 2024

FULL HOUSE RESORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-32583		13-3391527
(State or other jurisdiction<br>of incorporation)		(Commission<br>File Number)		(I.R.S. Employer<br>Identification No.)

One Summerlin 1980 Festival Plaza Drive, Suite 680 Las Vegas , Nevada		89135
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702 ) 221-7800


	N/A
(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))

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, $0.0001 par value per share		FLL		The Nasdaq Stock Market LLC

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 7.01 Regulation FD Disclosure

On September 3, 2024, Full House Resorts, Inc. (the “Company”) issued a press release announcing that its wholly-owned subsidiary Stockman’s Casino, Inc. has entered into an agreement to sell the land, building, and certain other operating assets of Stockman’s Casino in Fallon, Nevada for total gross proceeds of $9.2 million. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, none of such information shall be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent specifically referenced in any such filings.

Item 9.01 Financial Statements and Exhibits

<br><br><br><br>
(d)	Exhibits
	No.	Description
	99.1	Press Release of the Company dated September 3, 2024
	104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

		Full House Resorts, Inc.

Date: September 3, 2024		/s/ Lewis A. Fanger
		Lewis A. Fanger, Senior Vice President, Chief Financial Officer & Treasurer

Exhibit 99.1

FULL HOUSE RESORTS ANNOUNCES SALE OF STOCKMAN’S CASINO FOR $9.2 MILLION

Las Vegas – September 3, 2024 – Full House Resorts (NASDAQ: FLL), through its wholly-owned subsidiary Stockman’s Casino, Inc. (the “Company”), has entered into an agreement with privately-owned Clarity Game LLC (“Clarity”) to sell the land, building, and certain other operating assets of Stockman’s Casino in Fallon, Nevada (“Stockman’s”) for total gross proceeds of approximately $9.2 million. The asset sale is expected to occur in two transactions: the sale of Stockman’s real property for $7.0 million, expected to close in late-September 2024; and the sale of certain remaining operating assets for $2.2 million, upon the receipt of customary gaming approvals. The Company will temporarily pay monthly rent of $50,000 to Clarity – and will continue to operate Stockman’s Casino – until the closing of the second transaction. Upon the second closing, the Company will transfer all of Stockman’s daily operations to Clarity.

“We are pleased to announce the sale of Stockman’s Casino to Michael Gaughan III, David Ross, and the rest of their team,” said Daniel R. Lee, President and Chief Executive Officer of Full House Resorts. “As we have continued to grow in size, we find it prudent to focus on our larger properties in our portfolio, including our newly-opened Chamonix and American Place casinos. We are proud of our transformation of Stockman’s Casino over the years, and know that Michael and David will drive continued improvement under their ownership.”

Cautionary Note Regarding Forward-looking Statements

This press release contains statements by us and our officers that are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “expect,” “future,” “should,” “will” and similar references to future periods. Some forward-looking statements in this press release include the expected timing to complete the sale of Stockman’s real property and certain of its operating assets. Forward-looking statements are neither historical facts nor assurances of future performance. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Such risks include, without limitation, legal or regulatory restrictions, delays, or challenges related to the sale of Stockman’s Casino; and general macroeconomic conditions. Additional information concerning potential factors that could affect our financial condition and results of operations is included in the reports we file with the Securities and Exchange Commission, including, but not limited to, Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the most recently ended fiscal year and our other periodic reports filed with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or revise our forward-looking statements as a result of new information, future events or otherwise. Actual results may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

About Full House Resorts, Inc.

Full House Resorts owns, leases, develops and operates gaming facilities throughout the country. Our properties include American Place in Waukegan, Illinois; Silver Slipper Casino and Hotel in Hancock County, Mississippi; Chamonix Casino Hotel and Bronco Billy’s Casino in Cripple Creek, Colorado; Rising Star Casino Resort in Rising Sun, Indiana; Stockman’s Casino in Fallon, Nevada; and Grand Lodge Casino, located within the Hyatt Regency Lake Tahoe Resort, Spa and Casino in Incline Village, Nevada. For further information, please visit www.fullhouseresorts.com.

Contact:

Lewis Fanger, Chief Financial Officer

Full House Resorts, Inc.

702-221-7800