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 15, 2024
GAMER PAKISTAN INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-273220 | 87-3732146 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
35 E Horizon Ridge Pkwy, Suite 110-481, Henderson, Nevada 89002
(Address of principal executive offices)(Zip Code)
702-905-1171
(Registrant’s telephone number, including area code)
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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | 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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common | GPAK | The Nasdaq Stock Market LLC |
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 8.01 Other Events
Inability to Timely Form 10-K
As previously reported in the Notification of Late Filing on Form 12b-25 filed by Gamer Pakistan Inc. (“Company”) with the Securities and Exchange Commission (“SEC”) on March 27, 2024 (the “Form 12b-25”), the Company was unable to file the Form 10-K within the prescribed period due to the unexpected illness and death of its Chief Financial Officer, delays in obtaining all necessary information from its subsidiary in Pakistan, and the consequent delay in the audit of the Company’s financial statements by the Company. Subsequent to filing the Form 12b-25, the Company continued to dedicate significant resources to the completion of the Form 10-K but was unable to file the Form 10-K by April 15, 2024, the end of the extension period provided by the Form 12b-25. The Company requires additional time to complete the procedures relating to its year-end process. The Company is working diligently to complete the necessary work to file the Form 10-K as soon as practicable.
Impact on Sales Pursuant to Rule 144
Until such time as the Company files its Form 10-K and is otherwise current in its filings with the SEC, Company stockholders will be unable to utilize Rule 144 for sales of restricted securities.
Impact on Nasdaq Listing
The Company’s common stock currently is listed on the Nasdaq Capital Market. Failure by the Company to timely file the Form 10-K is expected to generate a notification letter from Nasdaq that the Company is no longer in compliance with the Nasdaq requirement for the timely filing of all required financial reports with the SEC. Such a notification letter, if received, is expected to grant the Company 60 days from the date of such notice to file the Form 10-K.
Political and Economic Concerns Regarding Pakistan
Since the National Assembly election in Pakistan in February 2024, there have been serious concerns expressed in many quarters regarding the political and economic uncertainty of Pakistan. In light of these concerns, the Board of Directors of the Company is examining the future direction of the Company’s business.
SIGNATURE
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.
| Gamer Pakistan Inc. |
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Date: April 15, 2024 | By: /s/ James Knopf |
| Name: James Knopf Title: Chief Executive Officer |
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