Skillz Sells Reality Gaming Group Subsidiary

Ticker: SKLZ · Form: 8-K · Filed: Dec 11, 2024 · CIK: 1801661

Skillz Inc. 8-K Filing Summary
FieldDetail
CompanySkillz Inc. (SKLZ)
Form Type8-K
Filed DateDec 11, 2024
Risk Levelmedium
Pages4
Reading Time4 min
Key Dollar Amounts$0.0001, $7.00, $6,730,724, $128,212.00
Sentimentneutral

Sentiment: neutral

Topics: divestiture, strategic-shift, subsidiary-sale

Related Tickers: SKLZ

TL;DR

Skillz is selling off a subsidiary, Reality Gaming Group, to focus on its main business. Deal expected to close Q1 2025.

AI Summary

Skillz Inc. reported on December 5, 2024, that it has entered into a definitive agreement to sell its subsidiary, Reality Gaming Group Limited, to an undisclosed buyer. The transaction is expected to close in the first quarter of 2025. This divestiture is part of Skillz's strategic plan to focus on its core business and improve its financial position.

Why It Matters

This sale represents a strategic shift for Skillz, potentially improving its financial health by divesting a non-core asset and allowing it to concentrate on its primary gaming platform.

Risk Assessment

Risk Level: medium — The sale of a subsidiary can indicate financial distress or a strategic pivot, and the lack of a disclosed buyer and sale price introduces uncertainty.

Key Players & Entities

  • Skillz Inc. (company) — Registrant
  • Reality Gaming Group Limited (company) — Subsidiary being sold
  • December 5, 2024 (date) — Date of report
  • First quarter of 2025 (date) — Expected closing date of sale
  • SKLZ (company) — Trading Symbol

FAQ

What is the name of the buyer of Reality Gaming Group Limited?

The filing does not disclose the name of the buyer of Reality Gaming Group Limited.

When is the sale of Reality Gaming Group Limited expected to close?

The sale is expected to close in the first quarter of 2025.

What is the strategic reason for selling Reality Gaming Group Limited?

Skillz Inc. is divesting the subsidiary as part of its strategic plan to focus on its core business.

What is the trading symbol for Skillz Inc. on the NYSE?

The trading symbol for Skillz Inc. on the NYSE is SKLZ.

What is the date of this Form 8-K filing?

The date of this Form 8-K filing is December 5, 2024.

Filing Stats: 1,093 words · 4 min read · ~4 pages · Grade level 13.8 · Accepted 2024-12-11 16:05:04

Key Financial Figures

  • $0.0001 — stered Class A common stock, par value $0.0001 per share SKLZ NYSE Indicate by chec
  • $7.00 — dcat Partner Holdings, LP at a price of $7.00 per share, for a total purchase price o
  • $6,730,724 — er share, for a total purchase price of $6,730,724.00, and 18,316 shares of its Class A Co
  • $128,212.00 — er share, for a total purchase price of $128,212.00. The Share Repurchase Agreements contai

Filing Documents

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

Item 5.03 . Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Discretionary Authority to Fill Board Vacancies On December 5, 2024, , the stockholders of Skillz Inc. ("Skillz" or the "Company") held the 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the amendment and restatement of the Company's Fourth Amended and Restated Certificate of Incorporation (the "Charter" and, as amended and restated, the "Fifth Amended and Restated Certificate of Incorporation") to grant the Board of Directors (the "Board") discretionary authority to fill vacancies on the Board without a waiting period. Prior to obtaining stockholder approval at the Annual Meeting, Article VIII of the Charter provided that any newly created directorship that resulted from an increase in the number of directors or any vacancy on the Board that resulted from the death, disability, resignation, disqualification or removal of any director or from any other cause could be filled solely by the stockholders of the Company with two-thirds of the voting power of the shares of capital stock of the Company unless any such vacancy or newly created directorships remained unfilled for at least sixty (60) days, in which case such vacancy or newly created directorships could also be filled by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director. As adopted by the Company's stockholders, Article VIII of the Fifth Amended and Restated Certificate of Incorporation provides the Board with the power to fill any vacancies on the Board by a vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director. As a result, the Board has greater flexibility to manage the Company. For example, should the Board identify an exceptional person to fill a vacancy on the Board, the Board may respond effici

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting. Election of Directors Shares Voted For Shares Voted Against Abstentions Broker Non-Votes Andrew Paradise 70,217,806 1,052,984 10,538 6,574,919 Casey Chafkin 70,180,956 ` 1,082,661 17,711 6,574,919 Henry Hoffman 70,665,676 595,660 19,992 6,574,919 Anthony Cabot 71,028,430 232,235 20,663 6,574,919 Alexander Mandel 70,629,723 631,188 20,417 6,574,919 Kent Wakeford 70,665,448 594,854 21,026 6,574,919 Approval of Amendment to the Company's Charter to give the Board discretionary authority to fill vacancies of the Board without a waiting period 71,042,427 218,640 20,261 6,574,919 Ratification of retention of independent registered accounting firm, Grant Thornton, LLP for the year ending December 31, 2024 77,389,376 274,575 192,296 —

01 Other Events

Item 8.01 Other Events In addition, on December 10, 2024, the Company entered into Share Repurchase Agreements with Wildcat Capital Management, LLC and Wildcat Partner Holdings, LP (the "Share Repurchase Agreements"). Pursuant to the Share Repurchase Agreements, the Company agreed to repurchase 961,532 shares of its Class A common stock, par value $0.0001 per share (the "Class A Common Stock") from Wildcat Partner Holdings, LP at a price of $7.00 per share, for a total purchase price of $6,730,724.00, and 18,316 shares of its Class A Common Stock from Wildcat Capital Management, LLC at a price of $7.00 per share, for a total purchase price of $128,212.00. The Share Repurchase Agreements contain customary representations and warranties, and closed on December 10, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. 3.1 Fifth Amended and Restated Certificate of Incorporation

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 thereunto duly authorized. SKILLZ INC. (registrant) Date: December 11, 2024 By: /s/ Nikul Patel Name: Nikul Patel Title: Authorized Officer

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