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): October 19, 2023
SKILLZ INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39243 | | 84-4478274 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
6625 Badura Avenue
Las Vegas, Nevada 89118
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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)) |
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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
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. ☐
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On October 19, 2023, Skillz, Inc. (the “Company”) filed a Certificate of Correction (the “Certificate of Correction”) to the Fourth Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware (“Secretary of State”).
The Certificate of Correction was filed to correct a typographical error included in the Certificate of Incorporation, which failed to incorporate a previous amendment that was incorporated by that certain Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation, filed by the Company with the Secretary of State on May 18, 2022, which amended the Company’s Third Amended and Restated Certificate of Incorporation such that the maximum number of directors of the Company, as may be fixed by the Company’s Board of Directors from time to time, shall not exceed nine (9).
Pursuant to Section 103(f) of the Delaware General Corporation Law (the “DGCL”), the correction was effective as of June 23, 2023.
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.
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| Item 9.01. | Financial Statements and Exhibits. |
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| Exhibit Number | | Description | | |
| 3.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the 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.
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| | SKILLZ INC. |
| | | |
| | By: | /s/ Jason Roswig |
| | Name: | Jason Roswig |
| | Title: | President and Chief Financial Officer |
Date: October 23, 2023 | | |
