8-K - GMER - 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): January 31, 2022

GOOD

GAMING, INC.

(Exact name of registrant as specified in charter)

Nevada	000-53949	26-3988293
(State<br> or other jurisdiction	(Commission	(IRS<br> Employer
of<br> incorporation)	File<br> Number)	Identification<br> No.)

415McFarlan Road, Suite 108

KennettSquare, PA 19348

(Address of Principal Executive Offices) (Zip Code)

844-419-7445

(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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
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).

Emerging growth company ☐

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. ☐

Item1.01 Entry into a Material Agreement.

On January 31, 2022, Good Gaming, Inc. (the “Company”) and Silver Linings Management, LLC entered into a Promissory Note Conversion Agreement (the “Agreement”). Pursuant to the Agreement, the Company and Silver Linings Management, LLC agreed to convert the entire amount of outstanding principal under a note from a loan agreement between the Company and Silver Linings Management, LLC in the principal amount of $13,439.50 dated April 7, 2016, into one-thousand six-hundred and eighty (1,680) shares of Series B Preferred Stock, $0.001 par value, effective December 31, 2021.

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.

Item7.01 Regulation FD Disclosure.

On February 1, 2022, the Company issued a press release announcing the launch of its “Buddy Masters” program. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

The information in Item 1.01, Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the attached Exhibits 10.1 and 99.1 are being furnished pursuant to Item 1.01, Item 7.01 and Item 9.01 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.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>Number	Description
10.1	Promissory Note Conversion Agreement dated January 31, 2022.
99.1	Press Release dated February 1, 2022
104	Cover<br> 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: February 1, 2022

Good Gaming, Inc.
By:	/s/ David B. Dorwart
Name:	David<br> B. Dorwart
Title:	Chief<br> Executive Officer

Exhibit10.1

NOTECONVERSION AGREEMENT

This Promissory Note Conversion Agreement (the “Agreement”) is entered into as of January 31, 2022 by and between, Good Gaming, Inc., a Nevada corporation (the “Company”), and Silver Linings Management, LLC (the “Noteholder”), with reference to the following facts:

A. The Company executed a Loan Agreement in favor of Noteholder in the principal amount of $13,439.50 dated April 7, 2016 (the “Agreement”), attached hereto as Exhibit A.

B. The Company and Noteholder desire to convert the entire amount outstanding under the Note into shares of Series B Preferred Stock, $0.001 par value (the “Preferred Stock”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Conversion to Preferred Stock. Effective as of December 31, 2021 the entire amount of outstanding principal under the Note shall be converted into one-thousand six-hundred and eighty (1,680) shares of Preferred Stock. Upon execution of this Agreement and return of the original Loan Agreement as described below, the Company shall instruct its transfer agent to issue such shares of Preferred Stock to the Noteholder at the address on the signature page hereto.

2. Return of Note. Upon execution of this Agreement, the Loan Agreement shall be deemed to be paid in full. Upon the execution of this Agreement, the Noteholder shall return the original Note to the Company marked “CANCELLED: PAID IN FULL”.

3. Restricted Stock; Piggyback Registration Rights. The Preferred Stock to be issued hereunder has not been registered with the United States Securities and Exchange Commission or with the securities regulatory authority of any state. The Preferred Stock is subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. At such time, as ever, that the Company determines to file a registration statement, the Company shall, subject to receiving appropriate representations and warranties by Noteholder, include the shares of Preferred Stock issued hereunder within such registration statement on a pro-rata basis with the shares included within such registration statement as the officers of the Company.

4. Noteholder Representations. The Company is issuing the Preferred Stock to the Noteholder in reliance upon the following representations made by the Noteholder:

(a) Noteholder is an “accredited investor” within the meanings set forth in Regulation D of the Act.

(b) Noteholder (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of the Company; (ii) has received or has been provided access to all material information concerning an investment in the Company; and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers of, the officers, directors and representatives of the Company to the extent necessary to evaluate the merits and risks related to an investment in the Company represented by Preferred Stock.

(c) As a result of Noteholder’s study of the aforementioned information and Noteholder’s prior overall experience in financial matters, and Noteholder’s familiarity with the nature of businesses such as the Company, Noteholder is properly able to evaluate the capital structure of the Company, the business of the Company, and the risks inherent therein.

(d) Noteholder’s investment in the Company pursuant to this Preferred Stock is consistent, in both nature and amount, with Holder’s overall investment program and financial condition.

(e) Noteholder’s financial condition is such that Noteholder can afford to bear the economic risk of holding the Preferred Stock, and to suffer a complete loss of Noteholder’s investment in the Company represented by the Preferred Stock.

(f) Noteholder’s principal residence is as set forth on the signature page hereto.

5. Miscellaneous.

(a) This Agreement shall be construed and enforced in accordance with the laws of the State of New York.

(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.

(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.

(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.

(e) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute a single instrument.

This Agreement is entered into and effective as of the date first written above.

COMPANY:		NOTEHOLDER
Good<br> Gaming, Inc..		Silver<br>Linings, LLC
By:	/s/ Domenic Fontana	/s/ David Dorwart
	Domenic<br>Fontana, CFO	David<br>Dorwart, [Managing Member]

ExhibitA

Exhibit99.1

GoodGaming Inc. Launches ‘Buddy Masters’ Program to Accelerate Player Adoption of First-of-its-Kind NFT Game MicroBuddies™

Inresponse to user demand, the Company officially launches MicroBuddies merchandise store

Kennett Square, PA, February 1st, 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 launch of its “Buddy Masters” program. The new program, which leverages the passion of loyal members of the Company’s Discord community, was created to accelerate the onboarding of new players into MicroBuddies™, Good Gaming’s first-of-its-kind NFT game.

“Our Buddy Masters program will help new MicroBuddies™ players navigate the complexities of beginning gameplay,” said David B. Dorwart, Chairman and CEO of Good Gaming. “A Buddy Master is a user that has been recognized by our team as a dedicated member of our community, who has shown initiative and passion for helping new and existing members of the MicroBuddies™ community, and who has shown their vast knowledge for the MicroBuddies™ game. These are the users who help drive and add immense value to our growing community.”

Buddy Masters will be hand-selected and invited by Discord staff to take a proficiency quiz. If they pass the quiz and demonstrate advanced knowledge of the game, they will become a Certified Buddy Master. Certified Buddy Masters will also receive a special role within Discord designating them as “Certified”. Additional perks of the role include a special rank separated from average users, special color in discord, starting discord role icon for the Buddy Master Program, discord avatar PFP, and prioritized positioning in any community event(s) if limited spots are available.

In the spirit of continuing to reduce the barrier of entry and onboard the game more quickly for new MicroBuddies™ players, we have also created a Donation Program, which is expected to launch within 60 days. The Donation Program will allow players with extra MicroBuddies™, unwanted “Buddies’’, extra GOO (where applicable), or MATIC assets to access a wallet that allows new players to purchase MicroBuddies™ at no or low cost. This is expected to be one of the more popular of many tools Good Gaming will make available to support its Certified Buddy Masters in accomplishing the vision of the program.

Additionally, Good Gaming’s MicroBuddies™ merchandise store will officially launch this week. An outgrowth of the Company’s lifestyle approach to MicroBuddies™ and a demonstration of the strength of the game’s rapidly growing community, this highly requested store enables game fans to purchase shirts, hoodies, hats, mugs, bags, and more. The merchandise contains popular discord phrases, artwork, and memes frequently used by our community. The Company plans to regularly add new merchandise and will continue to evaluate requests from its Discord community regarding new product additions to the store. Shopping at the store is already underway at https://shop.microbuddies.io/ and a link to the store will be added to the main site this week.

AboutGood 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.

InvestorContact:

Dave Gentry, CEO

RedChip Companies Inc.

407-491-4498

GMER@redchip.com