DRAFTKINGS INC. Item 7.01. Regulation FD Disclosure.
In connection with the previously announced business combination (the "Business
Combination") between
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings. 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 99.1.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company's wholly owned
subsidiary,
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company's stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Registration Statement, and is available free of charge from the sources indicated above.
Each of DK and SBT and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's, DK's and SBT's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, the Company's, DK's and SBT's expectations with respect to future
performance and anticipated financial impacts of the Business Combination, the
satisfaction of the closing conditions to the Business Combination and the
timing of the completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these
factors are outside the Company's, DK's and SBT's control and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (1) the outcome of any legal proceedings that may be instituted against the
Company, DK and SBT following the announcement of the Business Combination
Agreement and the transactions contemplated therein; (2) the inability to
complete the Business Combination, including due to failure to obtain approval
of the stockholders of the Company, approvals or other determinations from
certain gaming regulatory authorities, or other conditions to closing in the
Business Combination Agreement; (3) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Business Combination
Agreement or could otherwise cause the transactions contemplated therein to fail
to close; (4) the inability to obtain or maintain the listing of the
post-Business Combination company's common stock on Nasdaq following the
Business Combination; (5) the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and consummation of
the Business Combination; (6) the ability to recognize the anticipated benefits
of the Business Combination, which may be affected by, among other things,
competition and the ability of the combined company to grow and manage growth
profitably and retain its key employees; (7) costs related to the Business
Combination; (8) changes in applicable laws or regulations, particularly with
respect to gaming; (9) the possibility that DK, SBT or the combined company may
be adversely affected by other economic, business, and/or competitive factors;
and (10) other risks and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the Business Combination, including those under
"Risk Factors" in the Registration Statement, and in the Company's other filings
with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, datedJanuary 8, 2020 .
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