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): April 5, 2023

SKILLZ INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39243	84-4478274
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

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:

☐	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 <br>registered
Class A common stock, par value $0.0001 per share	SKLZ	NYSE

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 6, 2023, Skillz, Inc. (the “Company”) filed a Certificate of Correction (the “Certificate of Correction”) to the Third Amended and Restated Certificate of Incorporation of the Company, as amended by the Certificate of Amendment filed on May 18, 2022 (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Certificate of Correction was filed to correct an inaccurate reference to the total number of authorized shares of capital stock of the Company, which failed to reference the common stock of the Company.

Pursuant to Section 103(f) of the Delaware General Corporation Law (the “DGCL”), the correction was effective as of December 16, 2020.

The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Item 8.01. Other Items.

As previously disclosed, on March 17, 2023, the Company filed a petition in the Delaware Court of Chancery pursuant to Section 205 of the DGCL seeking validation of the Company’s Certificate of Incorporation and the shares issued pursuant thereto to resolve any uncertainty with respect to those matters (captioned In re Skillz Inc., C.A. No. 2023-0336-LWW (Del. Ch.), the “Section 205 Action”).

On April 5, 2023, the Court of Chancery held a hearing in the Section 205 Action and orally granted the Company’s petition and, on April 5, 2023, the Court issued an order in the Section 205 Action granting the Company’s petition validating the Certificate of Incorporation, all shares of capital stock of the Company issued pursuant thereto and all other corporate actions and transactions taken in reliance on the effectiveness of the Certificate of Incorporation. A copy of the Court’s order is filed as Exhibit 99.1 to this Current Report.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits.
---	---
Exhibit Number	Description
---	---
3.1	Certificate of Correction of the Third Amended and Restated Certificate of Incorporation of Skillz Inc. filed on April 6, 2023
99.1	Order entered by the Delaware Court of Chancery on April 5, 2023
104	Cover Page Interactive Data File (formatted as 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.

	SKILLZ INC.
	By:	/s/ Alvin Lobo
	Name:	Alvin Lobo
	Title:	Chief Financial Officer
Date: April 12, 2023

Document

CERTIFICATE OF CORRECTION

OF

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SKILLZ INC.

Skillz Inc., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify:

FIRST: The name of the Corporation is Skillz Inc.

SECOND: On December 16, 2020, the Corporation filed with the Secretary of State of the State of Delaware (the “Secretary of State”) the Third Amended and Restated Certificate of Incorporation of the Corporation, as amended by the Certificate of Amendment filed with the Secretary of State on May 18, 2022 (the “Restated Certificate”).

THIRD: The Restated Certificate requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law.

FOURTH: The inaccuracy or defect of the Restated Certificate to be corrected hereby is that the first sentence of the first paragraph of Article IV of the Restated Certificate contains an inaccurate reference to the total number of authorized shares of capital stock of the Corporation in that it fails to reference the Common Stock of the Corporation.

FIFTH: The text of the first sentence of the first paragraph of Article IV of the Restated Certificate is hereby corrected to read in its entirety as follows:

“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 635,000,000 shares, consisting of (a) 625,000,000 shares of Common Stock, par value $0.0001 per share (“Common Stock”), including (i) 500,000,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) and (ii) 125,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), and (b) 10,000,000 shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”).”

SIXTH: All other provisions of the Restated Certificate remain unchanged.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed on this 6th day of April, 2023.

SKILLZ INC.
By: ___/s/ Charlotte Edelman__
Name: Charlotte Edelman
Title: General Counsel and Secretary

Document

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE SKILLZ INC. C.A. No. 2023-0336-LWW

[PROPOSED] FINAL ORDER AND JUDGMENT

WHEREAS, this Court having reviewed the Verified Petition for Relief Pursuant to 8 Del. C. § 205 (the “Petition”) filed by petitioner Skillz Inc., the Court having considered the factors in 8 Del. C. § 205(d), and for good cause having been shown,

IT IS HEREBY ORDERED this day of , 2023, that:

1.The New Certificate of Incorporation, including the filing and effectiveness thereof, is hereby validated and declared effective as of 3:23 p.m. (EST) on December 16, 2020.1

2.All shares of capital stock of the Company issued in reliance on the effectiveness of the New Certificate of Incorporation, including the 291,706,860 shares of Class A Common Stock and 78,090,633 shares of Class B Common Stock issued by the Company pursuant to the Business Combination, are hereby validated and declared effective as of the date and time of the original issuance of such shares.

3.The above-captioned action is hereby CLOSED.

The Honorable Lori W. Will

1 Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Petition.

This document constitutes a ruling of the court and should be treated as such.
Court: DE Court of Chancery Civil<br><br>Judge: Lori W. W<br><br>File & Serve Transaction ID: 697291<br><br>Current Date: Apr 05, 2023<br><br>Case Number: 2023-0336-L<br><br>Case Name: In re Skillz Inc.
Court Authorize<br><br>Comments:<br><br>The petition is granted pursuant to Section 205(a) of the Delaware General Corporation Law for the reasons set forth in the court's April 5, 2023 bench ruling. See transcript; see also Opinion Regarding Section 205 Petition, In re Lordstown Motors Corp., 2023-0083-LWW (Del. Ch. Feb. 21, 2023) (setting forth reasoning for granting similar relief in a Section 205 action).<br><br><br><br>/s/ Judge Lori W. Will