GMER 8-K
Good Gaming, Inc. (GMER)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| None | None | None |
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).
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If an emerging growth company, indicate by check mart 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 Agreement.
Second Amendment to Employee Services Agreement
On January 14, 2022, Good Gaming, Inc. (the “Company”) and ViaOne Services, LLC, a Texas Limited Liability Company (the “ViaOne”) entered into a second amendment (the “Second Amendment”) to the Amended Employee Services Agreement, as amended on December 31, 2021 (the “Agreement”). Pursuant to the Second Amendment, the Client Business Employees (as defined in the Agreement), including employees and consultants of ViaOne, shall also be deemed consultants of the Company and shall be eligible to participate in the Company’s Employee Incentive Plan.
The foregoing description of the Second Amendment is not complete and is subject to, and qualified in its entirety by the full text of the Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, the terms of which are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2022, David Sterling, 57, was appointed as Chief Operating Officer of the Company. Mr. Sterling will report to David Dorwart, the Company’s Chief Executive Officer.
Prior to joining the Company, Mr. Sterling was a Managing Director for Chicago4Real Entertainment LLC (“Chicago4Real”) from January 2020 until December 2021, where he created and managed a fully integrated content development studio producing live-streaming and on-demand original programming. Prior to his time at Chicago4Real, from January 2015 until December 2020, Mr. Sterling was Managing Director at LOOT Interactive LLC. Mr. Sterling has over 25 years of experience which includes developing and expanding innovative content products for live and on-demand streaming, cross-platform gaming (mobile, console, PC, streaming), VR, AR, podcasting, non-profit outreach, and diverse lifestyle genres. On the marketing side, Mr. Sterling also has leadership experience in the direct-to-consumer content development industry.
Mr. Sterling will be paid pursuant to the Agreement whereby employees of ViaOne perform services for the benefit of the Company. Mr. Sterling will receive a base salary of $180,000 and will be eligible for a bonus of up to fifty (50%) percent of his base salary at the discretion of the Board of Directors of the Company (the “Board”). Further, pursuant to the Employee Services Agreement, Mr. Sterling shall be eligible to receive employee stock grants or options at the discretion of the Board.
The foregoing description of the Agreement is not complete and is subject to, and qualified in its entirety by the full text of the Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, the terms of which are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 11, 2022, the Company issued a press release announcing the appointment of Mr. Sterling as described in Item 5.02 of this Form 8-K. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
The information set forth under Item 1.01, Item 5.02 and Item 8.01 of this Current Report on Form 8-K is hereby incorporated in Item 7.01 by reference.
The information in Item 1.01, Item 5.02, Item 7.01 and Item 8.01 of this Current Report on Form 8-K, including the attached Exhibits 10.1,99.1 and 99.2 are being furnished pursuant to Item 1.01, Item 5.02, Item 7.01 and Item 8.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On January 13, 2022, the Company issued a press release announcing its engagement with RedChip Companies to lead the Company’s investor relations efforts.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Second Amendment to the Amended Employee Services Agreement dated January 14, 2022. | |
| 99.1 | Press Release dated January 11, 2022 | |
| 99.2 | Press Release dated January 13, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101) |
SIGNATURE
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.
Date: January 14, 2022
| Good Gaming, Inc. | ||
| By: | /s/ David B. Dorwart | |
| Name: | David B. Dorwart | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
SECOND AMENDMENT TO AMENDED EMPLOYEE SERVICES AGREEMENT
Reference is hereby made to the Amended Employee Services Agreement dated September 1, 2021, as amended by the Amendment to the Employee Services Agreement dated January 7, 2022 (the “Agreement”) between ViaOne Services, LLC, a Texas limited liability company (“ViaOne”) Good Gaming, Inc., a Delaware corporation (the “Company”). Terms used herein and not otherwise defined herein shall have the meaning set forth in the Agreement.
The Company and ViaOne agree to further amend the Agreement, which is attached hereto as Exhibit A, as follows:
| ● | The following language shall be added following the last sentence of Section 4(b) of the Agreement: |
Client Business Employees engaged in daily business and operations of the Client Business, including employees and consultants of ViaOne, shall also be deemed consultants of Client and eligible to participate in Client’s Employee Incentive Plan.
| ● | The Monthly Management Fee in Exhibit A – Service Schedule, Section 3 – Accounting/Finance shall be changed from $42,000 to $72,000 to account for additional personnel, including but not limited to a Chief Operating Officer. |
Dated: January 14, 2022.
| GOOD GAMING, INC. | ||
| /s/Domenic Fontana | ||
| By: | Domenic Fontana | |
| Title: | Chief Financial Officer | |
| VIAONE SERVICES, INC. | ||
| /s/David Dorwart | ||
| By: | David Dorwart | |
| Title: | Chief Executive Officer | |
Exhibit A
AMENDMENT TO AMENDED EMPLOYEE SERVICES AGREEMENT DATED SEPTEMBER 1, 2021
Reference is hereby made to the Amended Employee Services Agreement dated September 1, 2021 (the “Agreement”) between ViaOne Services, LLC, a Texas limited liability company (“ViaOne”) Good Gaming, Inc., a Delaware corporation (the “Company”). Terms used herein and not otherwise defined herein shall have the meaning set forth in the Agreement.
The Company and ViaOne agree to amend the Agreement, which is attached hereto as Exhibit A, as follows:
Section 5 of the Agreement shall be replaced in its entirety by the following:
5. Services Fee. In exchange for the Employee Services provided by ViaOne, Client shall pay ViaOne a monthly Management Fee as outlined on the Service Schedule attached hereto as Exhibit A or as otherwise mutually agreed upon by Client and ViaOne from time to time. The Management Fee shall be invoiced by ViaOne to Client on a monthly basis for Employee Services rendered in the prior month and shall be payable by Client to ViaOne on or before the fifteenth (15th) day of each month. ViaOne shall have the right to convert its Monthly Management Fee into Client’s Series E Preferred Stock on the terms set forth in this Section 5. Each share of Series E Preferred Stock shall be convertible into 1,000 shares of the Company’s Common Stock at any time.
The number of validly issued, fully paid and non-assessable shares of Series E Preferred Stock issuable upon conversion (the “Conversion Shares”) shall be determined according to the following formula:
| “Conversion Rate” = | Conversion Amount x Conversion Premium ÷ 1000 |
| Conversion Price |
“Conversion Amount” means, with respect to the Management Fee, the dollar amount of the aggregate Management Fee that is being converted into shares of the Client’s Series E Preferred Stock.
“Conversion Premium” means One Hundred Twenty-Five Percent (125%).
“Conversion Price” means, with respect to Management Fee, eighty-five percent (85%) of the volume weighted average price (“VWAP”) for the five (5) trading days immediately prior to the date of the notice of conversion, which price shall be indicated in the conversion notice (in the form attached hereto as Exhibit B, the “Conversion Notice”)
No fractional shares of Common Stock are to be issued upon the conversion of any part of the Management Fee. If the issuance would result in the issuance of a fraction of a share of Series E Preferred Stock, the Company shall round such fraction of a share of Series E Preferred Stock up to the nearest whole share.
[SINGATURE PAGE TO FOLLOW]
Dated: December 31, 2021.
| GOOD GAMING, INC. | ||
| /s/Domenic Fontana | ||
| By: | Domenic Fontana | |
| Title: | Chief Financial Officer | |
| VIAONE SERVICES, INC. | ||
| /s/David Dorwart | ||
| By: | David Dorwart | |
| Title: | Chief Executive Officer | |
Exhibit A
EMPLOYEE SERVICES AGREEMENT
This Employee Services Agreement (this “Agreement”), effective as of September 1, 2021 (the “Effective Date”), is entered into by and between ViaOne Services, LLC, a Texas limited liability company (“ViaOne”), and Good Gaming, Inc. (“Client”).
RECITALS:
WHEREAS, Client is an independent online amateur and professional eSports tournaments operator that provides a safe, friendly, and competitive environment for all gamers and promotes professional gaming with a healthy vision towards innovation and technology (“Client Business”); and
WHEREAS, ViaOne is in the business of providing certain outsourced accounting, finance, human resources, marketing, management, administrative, inventory management and other related services (the “Employee Services”) to third parties; and
WHEREAS, the parties originally entered into an Employee Services Agreement effective March 1, 2017, pursuant to which ViaOne has been providing Employee Services to Client on a monthly basis, which agreement was amended on January 1, 2018 (the “Original Agreement”) which shall terminate on August 31, 2021; and
WHEREAS, the parties wish to allow the Original Agreement to expire and to enter into a new a Employee Services Agreement to replace and supersede the Original Agreement pursuant to and in accordance with the terms and conditions as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and on the terms and subject to the conditions herein set forth, the parties agree as follows:
1. Engagement by Client. Client hereby engages ViaOne, and ViaOne hereby accepts such engagement, to serve as Client’s provider of Employee Services, as defined below. ViaOne shall have all necessary authority to perform, and hereby agrees to perform, the Employee Services.
2. Independent Contractors. ViaOne intends to act and perform as independent contractor under this Agreement, and the provisions hereof are not intended to create any partnership, joint venture, agency or employment relationship between the parties. ViaOne shall not exercise control or direction over the Client Business nor shall it interfere with the business and other relationships Client maintains with its vendors, customers, employees and others.
3. Employee Services. ViaOne shall provide or arrange for the provision to the Client of those certain Employee Services selected by the Client as set forth on the Service Details attached hereto as Exhibit A. ViaOne is authorized to perform the Employee Services hereunder as is necessary or appropriate for the efficient provision of such Employee Services to Client and to third parties to whom ViaOne is providing similar services from time to time. Except as necessary to comply with applicable laws, regulations or professional standards, Client will not act in a manner which would prevent ViaOne from performing its duties hereunder and will provide such information and assistance to ViaOne as reasonably required by ViaOne to perform its Employee Services hereunder. ViaOne shall cause its employees to comply with all applicable federal, state and local laws, rules and regulations respecting the Employee Services.
4. Employees.
a. ViaOne shall employ or retain all individuals who are to be employed or engaged in the provision of the Employee Services (the “Employee Services’ Employees”). The daily work, performance and activities of the Employee Services’ Employees shall be supervised by ViaOne. The Employee Services’ Employees shall be qualified to perform such duties and responsibilities as required by ViaOne and by applicable professional standards and federal, state, and local law, rules and regulations. ViaOne shall pay all wages, compensation, employee benefits, payroll taxes, worker’s compensation insurance premiums, unemployment insurance premiums and other costs of employment incurred in connection with the Employee Services’ Employees (the “Services Employees’ Expenses”).
b. ViaOne also shall employ or retain all individuals who are to be engaged in daily business and operations of the Client Business (the “Client Business Employees”) and shall hereby provide such Client Business Employees exclusively to the Client to perform such daily business activities and other services in connection with the Client Business as required by the Client. The daily work, performance and activities of the Client Business Employees shall be supervised by the Client. The Client Business Employees shall be qualified to perform such duties and responsibilities as required by the Client any by applicable professional standards and federal, state, and local law, rule and regulation. Notwithstanding that the Client Business Employees shall be exclusively assigned to and supervised by the Client, ViaOne shall pay all wages, compensation, employee benefits, payroll taxes, worker’s compensation insurance premiums, unemployment insurance premiums and other costs of employment incurred in connection with the Client Business Employees (the “Client Business Employees Expenses”).
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5. Services Fee. In exchange for the Employee Services provided by ViaOne, Client shall pay ViaOne a monthly Management Fee as outlined on the Service Schedule attached hereto as Exhibit A or as otherwise mutually agreed upon by Client and ViaOne from time to time. The Management Fee shall be invoiced by ViaOne to Client on a monthly basis for Employee Services rendered in the prior month and shall be payable by Client to ViaOne on or before the fifteenth (15th) day of each month. ViaOne shall have the right to convert its Monthly Management Fee into Client’s Common Stock on the terms set forth in Exhibit A.
6. Confidential Information. ViaOne and Client acknowledge and agree that any and all Confidential Information, as hereinafter defined, of either party communicated to, learned of, developed or otherwise acquired by the other party during the term of this Agreement is and shall remain the property of the disclosing party. ViaOne and Client further acknowledge and agree that their use or disclosure of the other party’s Confidential Information other than as provided in this Agreement will result in irreparable injury and damage to such other party. Therefore, ViaOne and the Client agree, during the term of this Agreement and at all times thereafter, to hold in strictest confidence and not to use for itself or for any other individual or entity, and not to disclose to any person, firm or corporation, the Confidential Information of the other party without the prior written consent of such other party. Upon termination of this Agreement for any reason, each party (a) shall cease all use of any of the other party’s Confidential Information, (b) shall execute such documents as may be reasonably necessary to evidence their abandonment of any claim thereto, and (c) shall will promptly deliver or cause to be delivered to the other party all documents, data and other information in their possession that contains any of such other party’s Confidential Information. As used herein, “Confidential Information” means all trade secrets and other confidential and/or proprietary information of either party, including information derived from reports, investigations, research, work in progress, codes, marketing and sales programs, billing and collection information, financial projections, cost summaries, pricing formula, contract analyses, financial information, and all other confidential concepts, methods of doing business, ideas, materials or information. The provisions of this Section 6 shall survive the termination or expiration of this Agreement.
7. Remedies. The parties acknowledge and agree that a remedy at law for any breach or attempted breach of the provisions of Sections 6 above shall be inadequate, and therefore, each party shall be entitled to injunctive or other equitable relief in the event of any such breach or attempted breach by the other party in addition to any other rights or remedies available at law or in equity. Each party waives any requirement for the securing or posting any bond in connection with obtaining any such injunctive or other equitable relief. The provisions of this Section 7 shall survive the termination or expiration of this Agreement for any reason.
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8. Term of Agreement. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year. Thereafter, the term of this Agreement shall automatically renew for successive terms of one (1) year each unless either party provides the other party with at least ninety (90) days advance written notice of its intent to not renew the term of this Agreement. This Agreement may be modified periodically as agreed upon by mutual agreement.
9. Termination. Either party may terminate this Agreement with or without cause upon ninety (90) days advance written notice to the other party. In addition, one party may terminate this Agreement immediately upon written notice to the other party (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any the following events.
a. The non-terminating party shall admit in writing its inability to generally pay its debts when due, apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditors, or upon other action taken or suffered by the non-terminating party, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against the non-terminating party which is dismissed within ninety (90) days thereafter; or
b. The non-terminating party shall default in the performance of any material duty or material obligation imposed upon it by this Agreement and such default shall continue for a period of thirty (30) days after written notice thereof has been given to the non-terminating party by the terminating party.
10. Assignment. Neither party shall have the right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.
11. Amendments. This Agreement shall not be modified or amended except by a written document executed by all parties to this Agreement.
12. Waiver. Any waiver of any terms and conditions hereof must be in writing, and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms and conditions hereof.
13. Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
14. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom.
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15. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULE GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS.
16. No Waiver; Remedies Cumulative. No party hereto shall by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default in or breach of any of the terms and conditions hereof. Neither failure to exercise, nor any delay in exercising, on the part of any party hereto, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No remedy set forth in this Agreement or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available to any party, but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient.
17. Notice. Whenever this Agreement requires or permits any notice, request, or demand from one party to another, the notice, request, or demand must be in writing to be effective and shall be deemed to be delivered and received (i) if personally delivered or if delivered by telex, telegram, facsimile or courier service, when actually received by the party to whom notice is sent or (ii) if delivered by mail (whether actually received or not), at the close of business on the third business day next following the day when placed in the mail, postage prepaid, certified or registered, addressed to the appropriate party or parties, at the address of such party set forth next to their signatures below (or at such other address as such party may designate by written notice to all other parties in accordance herewith).
18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| Notice Addresses: | ||
| ViaOne: | ViaOne Services, LLC | |
| 415 McFarlan Road, Suite 108 | By: | /s/ Domenic Fontana |
| Kennett Square, PA 19348 | Name: | Domenic Fontana |
| Title: | SVP, Finance | |
| Date: | ||
| Client: | ||
| Good Gaming, Inc. | ||
| 415 McFarlan Road, Suite 108 | By: | /s/ David B. Dorwart |
| Kennett Square, PA 19348 | Name: | David B. Dorwart |
| Title: | CEO | |
| Date: | ||
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Exhibit A - Service Schedule
Employee Services Agreement Costs:
Services to include:
1. HR/Payroll Services
2. Marketing & Advertising
3. Accounting/Finance
The Monthly Management Fee due and payable to ViaOne is $42,000 per month which upon ViaOne’s written notice (“Conversion Notice”), may be payable, in part or in full, by shares of Client’s Series E Preferred Stock at the Conversion Rate as defined below.
| “Conversion Rate” = | Conversion Amount x Conversion Premium | ÷ 1000 | |
| Conversion Price |
“Conversion Amount” means, with respect to the Management Fee, the dollar amount of the aggregate Management Fee that is being converted into shares of the Client’s Series E Preferred Stock.
“Conversion Premium” means One Hundred Twenty-Five Percent (125%).
“Conversion Price” means, with respect to Management Fee, eighty-five percent (85%) of the volume weighted average price (“VWAP”) for the five (5) trading days immediately prior to the date of the notice of conversion, which price shall be indicated in the conversion notice (in the form attached hereto as Exhibit B, the “Conversion Notice”)
No fractional shares of Common Stock are to be issued upon the conversion of any part of the Note. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.
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Exhibit A - Service Details
Accounting/Finance Detail Description:
Financial Services
| ● | Create a QuickBooks company file to house this information which is the property of the company | |
| ● | Reconcile Bank Account(s) Activity monthly | |
| ● | Crypto Account Balance Management and reconciliation | |
| ● | Accounts Payable processing | |
| ● | Payroll services will be paid appropriately at $1000/month plus the cost of a payroll provider like ADP and their respective reporting services and costs. Our fee is strictly for the processing of payroll. | |
| ● | Payroll processing will not include annual 1099 reporting which will be an extra charge at year-end. | |
| ● | Budgeting will be prepared annually and presented to management. | |
| ● | A budgeting best view will be updated quarterly and provided/presented to management. | |
| ● | This agreement does not include any tax reporting and/or preparation services. | |
| ● | Assistance with Financial Statement audits will be provided on an ongoing basis as Via One will be the provider of data. Any non-Financial Statement audit work will be billed separately. | |
| ● | Preparation of all public financial reporting requirements 10k, 10Q and any other reports as required by law. |
Financial Reporting
| ● | Balance Sheet with all balance sheet accounts reconciled quarterly. | |
| ● | Income Statement prepared monthly and in accordance with GAAP. | |
| ● | Statement of Cash Flows (Printed by QuickBooks) monthly or as needed. | |
| ● | Cashflow Forecasting updated weekly and always a minimum of 90 days forecasted out (90 days of current month-end) - This will be prepared via a shared document. |
Monthly Financial Statements
| ● | Balance Sheet as of Month End | |
| ● | MTD, QTD & YTD Income Statement | |
| ● | MTD, QTD & YTD Statement of Cash Flows |
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Year End Financial Services
| ● | YTD Balance Sheet | |
| ● | YTD Income Statement | |
| ● | YTD Statement of Owner’s Equity | |
| ● | YTD Statement of Cash Flows |
Marketing & Advertising Detail Description:
Customer Acquisition
| ● | Online Acquisition Strategy Development | |
| ● | Web Development & Design | |
| ● | Social Media Management | |
| ● | Content Writing | |
| ● | Prospecting & List Services Research | |
| ● | Automated Email & SMS Strategy | |
| ● | Product Development Strategy | |
| ● | Consumer Research & Study Groups | |
| ● | SEM/PPC/Display/Video/Social Paid Marketing Strategy | |
| ● | SEM/PPC/Display/Video/Social Paid Marketing Execution | |
| ● | SEM/PPC/Display/Video/Social Paid Marketing Analytics & Optimization | |
| ● | SEM/PPC/Display/Video/Social Paid Marketing Budget Development & Maintenance | |
| ● | SEM/PPC/Display/Video/Social Paid Marketing KPI Development Customer |
Retention
| ● | Overall Retention Strategy & Execution | |
| ● | Automated Email & SMS Messaging Strategy | |
| ● | Billing & Payment Strategies | |
| ● | Retention Promotion Strategies | |
| ● | Customer Exit Interviews & Surveys |
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General Marketing Services
| ● | Ad Image/Voice Consistency & Standardization | |
| ● | Consumer Targeting & Demographics | |
| ● | Ad Related Graphic Design | |
| ● | Ad Related Copywriting | |
| ● | Ad & Web Analytics | |
| ● | Partner / Vendor Management and Recruiting | |
| ● | Partner & Affiliate Marketing Strategies | |
| ● | Weekly Team Meeting | |
| ● | Weekly 1:1 | |
| ● | Monthly board meeting preparations/updates |
Does NOT Include:
| ○ | Royalty Free or Royalty Artwork/Graphics (Shutterstock, iStock, etc.) | |
| ○ | Production Costs | |
| ○ | Collateral Costs | |
| ○ | Advertising Costs | |
| ○ | PPC / SEM Costs | |
| ○ | Postage | |
| ○ | Third Party Supportive Software (surveys, analytics, etc.) | |
| ○ | Any other fees above and beyond hours described to perform the tasks above | |
| ○ | Projects outside the scope described above will be quoted separately |
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Exhibit 99.1
Good Gaming Inc. Strengthens Leadership with Appointment of Former Sony Executive as COO
Kennett Square, PA, Jan. 11, 2022 (GLOBE NEWSWIRE) — Good Gaming, Inc. (OTCQB: GMER) (the “Company”), an innovative brand leading the gaming industry across multiple segments in the space since 2008, today announced the appointment of David Sterling to the role of Chief Operating Officer.
Mr. Sterling is a highly creative, process-oriented, impact-driven entertainment industry executive with 25+ years of success devising data-based content acquisition, production, and marketing strategies; inspiring talent and creative production teams; and maximizing ROI through digital innovations. On the content operations side, he has had verifiable success in developing and expanding innovative content products for live and on-demand streaming, cross-platform gaming (mobile, console, PC, streaming), VR, AR, podcasting, non-profit outreach, and diverse lifestyle genres. On the marketing side, Mr. Sterling has extensive leadership experience in the direct-to-consumer content development industry and understands content engagement beyond the numbers. He possesses an innate ability to drive content strategy utilizing search optimization, data analytics, and user engagement across multiple channels. Mr. Sterling’s comprehensive approach has included building awareness, engagement, community, and audience advocacy using social media, live and on-demand, email, digital point of purchase, virtual goods, and in-person events.
“David is a well-known expert in social media strategy and community development, and we are thrilled to add someone of his caliber to our dedicated team,” stated David Dorwart, Chairman and CEO of Good Gaming. “One of the things we have learned through experience is that success in gaming is about more than just game development. NFTs and crypto gaming really bolt onto the larger idea of creating a lifestyle and community. This is the secret sauce that fosters highly engaged, die-hard brand loyalists, and David’s tremendous success in building communities over the years should prove invaluable as we execute on our vision of revolutionizing the gaming industry with crypto and NFTs.”
“I look forward to bringing my expertise to the team and working together to build on Good Gaming’s impressive track record as we take the lead in the exciting new world of NFT gaming,” added Sterling. “By interweaving a comprehensive and engaging community with our properties, we are building what feels like an exclusive club for our members. This lifestyle community model, which will include competitions, perks, merchandise, meetups, exclusive discord channels, and other attractive giveaways, should give us a strong competitive advantage as we pioneer this massive new frontier in gaming and beyond.”
About Good Gaming:
Good Gaming is an innovative brand leading the gaming industry across multiple segments in the space since 2008. Beginning with our roots as a collaborative space for gamers to share their knowledge, we went on to establish ourselves as one of the leaders in hosting Hearthstone tournaments. In 2016, we expanded our reach to include establishing multiple Minecraft servers with some of the most popular versions of Prison and SkyBlock, then developing our completely custom-developed NFT blockchain game, MicroBuddies™, in 2021. The Good Gaming advantage comes from our development team’s close relationship with the player communities of all of our games. The constant communication and resulting feedback further expand our proprietary content, and we continue to be influencers in the realm. Good Gaming continues to find exciting and innovative ways to branch across the gaming industry. As a staff and community, our goal is to cement our place as a fun and collaborative place for ALL gamers to enjoy.
For more information about Good Gaming, please visit our website:
https://www.good-gaming.com
Safe Harbor: This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of Good Gaming Inc., its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential,” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Good Gaming Inc.’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in Good Gaming, Inc.’s filings with the Securities and Exchange Commission, including those set forth as “Risk Factors” in such filings.
Investor Contact:
Dave
Gentry, CEO
RedChip Companies Inc.
407-491-4498
[email protected]
Exhibit 99.2
Good Gaming Inc. Engages RedChip to Lead Investor Relations Efforts
Kennett Square, PA, January 13th, 2022 (GLOBE NEWSWIRE) — Good Gaming, Inc. (OTCQB: GMER) (the “Company”), an innovative brand leading the gaming industry across multiple segments in the space since 2008, is pleased to announce it engaged RedChip Companies (“RedChip”) to lead its investor relations efforts.
“We are excited to begin working with RedChip as we position the Company for accelerated growth in 2022,” said David B. Dorwart, Chairman and CEO of Good Gaming. “After comparing the alternatives, we selected RedChip to help increase our visibility amongst investors because they have an impeccable reputation and a multi-decade track record of results. We look forward to a beneficial relationship that broadens our shareholder base and effectively communicates our exciting story to the investment community.”
“Building on their history of successfully navigating the ever evolving gaming industry, Good Gaming is now pioneering the world of NFT and blockchain gaming,” commented Dave Gentry, CEO of RedChip. “We are very pleased to have the opportunity to introduce Good Gaming to our vast network of investors.”
RedChip is the world leader in investor relations, financial media, and research for microcap and small-cap stocks. Founded in 1992 and headquartered in Orlando, Florida, with affiliates in New York and Pittsburgh, RedChip has helped hundreds of companies achieve their capital markets goals and currently represents 70+ emerging growth companies.
RedChip’s unique platform combines traditional investor relations services with multi-media marketing, including social media and email marketing, as well as a weekly TV show, the RedChip Money Report®, which airs on Bloomberg at 7 p.m. ET every Saturday. RedChip’s traditional investor relations platform includes retail and institutional roadshows in major U.S. cities, press release writing, strategic counsel, management of quarterly conference calls, scriptwriting, power-point presentation development, and more.
About Good Gaming, Inc.
Good Gaming is an innovative brand leading the gaming industry across multiple segments in the space since 2008. Beginning with our roots as a collaborative space for gamers to share their knowledge, we went on to establish ourselves as one of the leaders in hosting Hearthstone tournaments. In 2016, we expanded our reach to include establishing multiple Minecraft servers with some of the most popular versions of Prison and SkyBlock, then developing our completely custom-developed NFT blockchain game, MicroBuddies™, in 2021. The Good Gaming advantage comes from our development team’s close relationship with the player communities of all of our games. The constant communication and resulting feedback further expand our proprietary content, and we continue to be influencers in the realm. Good Gaming continues to find exciting and innovative ways to branch across the gaming industry. As a staff and community, our goal is to cement our place as a fun and collaborative place for ALL gamers to enjoy.
For more information about Good Gaming, please visit our website:
https://www.good-gaming.com
Safe Harbor: This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of Good Gaming Inc., its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential,” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Good Gaming Inc.’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in Good Gaming, Inc.’s filings with the Securities and Exchange Commission, including those set forth as “Risk Factors” in such filings.
Investor Contact:
Dave
Gentry, CEO
RedChip Companies Inc.
407-491-4498
[email protected]