8-K

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): August 10, 2022

SKILLZ INC.

(Exact name of registrant as specified in its charter)

PO Box 445

San Francisco, California 94104

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (415) 762-0511

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2022, Shari Glazer notified Skillz Inc. (the “Company”) of her decision to resign from the Company’s Board of Directors (the “Board”), effective immediately. Ms. Glazer’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On August 10, 2022, a majority in voting power of the shares of capital stock the Company removed Mr. Harry Sloan from the Board.

Item 5.07. Submission of Matters to a Vote of Security Holders

On August 10, 2022, a majority in voting power of the shares of capital stock of the Company, authorized and approved, by written consent in accordance with Section 228 of the Delaware General Corporation Law (the “DGCL”), the removal of Mr. Sloan from the Board.

Item 8.01. Other Events

The Company hereby transmits a copy of a notice to stockholders pursuant to Section 228(e) of the DGCL. A copy of the notice is attached hereto as Exhibit 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 hereunto duly authorized.

Document

This notice is being sent to inform you that, on August 10, 2022, stockholders holding a majority in voting power of the shares of capital stock of Skillz Inc. (the "Company") in accordance with the Company’s Third Amended and Restated Certificate of Incorporation, as amended, and Delaware General Corporation Law (the "DGCL”) authorized and approved, by written consent, the removal of Mr. Harry Sloan from the Company’s Board of Directors.

This notice is being sent or given on or about August 12, 2022 pursuant to, and shall constitute notice under, Section 228(e) of the DGCL, to each stockholder from whom the Company has not received written consent for such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take such action were delivered to the Company as provided in Section 228(c) of the DGCL.

This notice is delivered solely to promptly inform you of the corporate action described herein. The Company is not requesting stockholders to take any action at this time.