DraftKings Reports Material Agreement, Financials, and Equity Sales

Ticker: DKNG · Form: 8-K · Filed: Feb 15, 2024 · CIK: 1883685

Draftkings INC. 8-K Filing Summary
FieldDetail
CompanyDraftkings INC. (DKNG)
Form Type8-K
Filed DateFeb 15, 2024
Risk Levelmedium
Pages11
Reading Time13 min
Key Dollar Amounts$0.0001, $750,000,000, $412,500,000, $337,500,000, $31.68 b
Sentimentmixed

Sentiment: mixed

Topics: material-agreement, equity-sales, financial-condition, 8-K

TL;DR

**DraftKings just dropped an 8-K about a material agreement, financial results, and unregistered equity sales from February 11th!**

AI Summary

DraftKings Inc. filed an 8-K on February 15, 2024, reporting an event that occurred on February 11, 2024. The filing indicates an "Entry into a Material Definitive Agreement," "Results of Operations and Financial Condition," and "Unregistered Sales of Equity Securities." The company, incorporated in Nevada with IRS Employer Identification No. 87-2764212, is headquartered at 222 Berkeley Street, Boston, MA 02116.

Why It Matters

This filing signals significant corporate actions by DraftKings, potentially impacting its financial structure, operational strategy, and future equity value for investors.

Risk Assessment

Risk Level: medium — The filing mentions 'Unregistered Sales of Equity Securities' which could dilute existing shareholder value, but also 'Entry into a Material Definitive Agreement' and 'Results of Operations and Financial Condition' which could be positive.

Key Numbers

Key Players & Entities

FAQ

What was the earliest event reported in this 8-K filing by DraftKings Inc.?

The earliest event reported in this 8-K filing by DraftKings Inc. occurred on February 11, 2024.

What are the key items of information disclosed in this 8-K filing?

The key items of information disclosed are "Entry into a Material Definitive Agreement," "Results of Operations and Financial Condition," "Unregistered Sales of Equity Securities," "Regulation FD Disclosure," and "Financial Statements and Exhibits."

Where is DraftKings Inc.'s principal executive office located?

DraftKings Inc.'s principal executive office is located at 222 Berkeley Street, 5th Floor, Boston, MA 02116.

What is DraftKings Inc.'s state of incorporation?

DraftKings Inc. is incorporated in Nevada.

What is the Commission File Number for DraftKings Inc.?

The Commission File Number for DraftKings Inc. is 001-41379.

Filing Stats: 3,313 words · 13 min read · ~11 pages · Grade level 17.2 · Accepted 2024-02-15 16:27:27

Key Financial Figures

Filing Documents

01 . Entry into a Material Definitive Agreement

Item 1.01 . Entry into a Material Definitive Agreement. On February 11, 2024, DraftKings Inc., a Nevada corporation (the " Company " or " DraftKings "), JackPocket Inc., a Delaware corporation (" Jackpocket "), DraftKings Holdings Inc., a Nevada corporation and a direct wholly-owned subsidiary of DraftKings (" DK HoldCo "), Fortune Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of DK HoldCo (" Merger Sub I "), Fortune Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of DK HoldCo (" Merger Sub II " and, together with Merger Sub I, the " Merger Subs ") and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Jackpocket securityholders, entered into an agreement and plan of merger and plan of reorganization (the " Merger Agreemen t"). The Merger Agreement and the transactions contemplated therein (the " Transactions ") were (i) approved and declared fair and advisable to, and in the commercial interests of, DraftKings by the board of directors of DraftKings and (ii) approved and declared advisable and fair to, and in the best interests of, Jackpocket and its stockholders by the board of directors of Jackpocket (the " Jackpocket Board "). Merger Agreement Transaction Structure & Merger Consideration On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into Jackpocket (the " Initial Merger "), and upon consummation of the Initial Merger, Merger Sub I will cease to exist and Jackpocket will become a direct wholly-owned subsidiary of DK HoldCo. As part of the same overall series of related transactions, promptly following the Initial Merger, Jackpocket (as the surviving company of the Initial Merger (the " Initial Surviving Company ")) will merge with and into Merger Sub II (the " Subsequent Merger " and, together with the Initial Merge

02 . Results of Operations and Financial Condition

Item 2.02 . Results of Operations and Financial Condition. On February 15, 2024, DraftKings issued a press release announcing the Company's financial results for the quarter and year ended December 31, 2023. A copy of DraftKings' press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. The information and exhibit contained in this Item 2.02 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

02 . Unregistered Sale of Equity Securities

Item 3.02 . Unregistered Sale of Equity Securities. The disclosure under Item 1.01 of this Current Report on Form 8-K relating to the Merger Agreement and the issuance of Class A Common Stock thereunder is incorporated into this Item 3.02 by reference.

01 . Regulation FD Disclosure

Item 7.01 . Regulation FD Disclosure. On February 15, 2024 DraftKings and Jackpocket issued a joint press release, a copy of which is attached hereto as Exhibit 99.2, announcing DraftKings' and Jackpocket's entry into the Merger Agreement and related matters. The information in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.2. Cautionary Statement Regarding Forward-Looking Statements The statements in this Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including statements about the Company, Jackpocket and their respective industries that involve substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Current Report on Form 8-K, including statements regarding guidance, DraftKings' and Jackpocket's consummation of the Transactions and future results of operations or financial condition, strategic plans and focus, user growth and engagement, product initiatives, and the objectives and expectations of management for future operations (including launches in new jurisdictions and the expected timing thereof), are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "confident," "contemplate," "continue," "could," "estimate," "expect," "forecast," "going to," "intend," "may," "plan," "poised,

01 . Financial Statements and Exhibits

Item 9.01 . Financial Statements and Exhibits. (d) Exhibits. Exhibit Number 2.1 Agreement and Plan of Merger and Plan of Reorganization, dated as of February 11, 2024, by and among DraftKings Inc., DraftKings Holdings Inc., Fortune Merger Sub Inc., Fortune Merger Sub LLC, JackPocket Inc. and Shareholder Representative Services LLC. 99.1 Press Release, dated as of February 15, 2024, reporting financial results for the fourth quarter and year ended December 31, 2023. 99.2 Press Release, dated as of February 15, 2024 , issued by DraftKings Inc. and Jack P ocket Inc. *Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

SIGNATURES

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. Date: February 15, 2024 DRAFTKINGS INC. By: /s/ R. Stanton Dodge Name: R. Stanton Dodge Title: Chief Legal Officer and Secretary

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