Item 1.01 Entry into a Material Definitive Agreement
On March 25, 2021, Full House Resorts, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC, as representative of several underwriters listed therein (the “Representative”), relating to the underwritten public offering (the “Offering”) of an aggregate of 6,917,250 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which includes 902,250 shares of Common Stock sold pursuant to the Representative’s exercise of an option to purchase additional shares of Common Stock to cover over-allotments. The price to the public in the Offering was $6.65 per share of Common Stock. The gross proceeds to the Company from the Offering are approximately $46.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering closed on March 29, 2021.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-251778) previously filed with the Securities and Exchange Commission (“SEC”) and a related prospectus supplement and accompanying base prospectus filed with the SEC. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference. A copy of the opinion of Brownstein Hyatt Farber Schreck LLP relating to the validity of the shares of Common Stock being issued and sold in the Offering is attached as Exhibit 5.1 hereto.
Item 8.01 Other Events
Press Releases with respect to the Offering
On March 24, 2021 and March 25, 2021, the Company issued press releases with respect to the Offering. Copies of such press releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto, respectively.
Item 9.01 Financial Statements and Exhibits
| | | |
(d) | Exhibits | | |
| No. | | Description |
| 1.1 | | Underwriting Agreement, dated March 25, 2021, by and between Full House Resorts, Inc., and Craig-Hallum Capital Group LLC |
| 5.1 | | Opinion of Brownstein Hyatt Farber Schreck LLP |
| 23.1 | | Consent of Brownstein Hyatt Farber Schreck LLP (included as part of Exhibit 5.1) |
| 99.1 | | Press Release of Full House Resorts, Inc., dated March 24, 2021, announcing the launch of the underwritten public offering |
| 99.2 | | Press Release of Full House Resorts, Inc., dated March 25, 2021, announcing the pricing of the underwritten public offering |
Cautionary Statement Regarding Forward-looking Statements
The information contained in this Current Report on Form 8-K contains statements by the Company that are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Some forward-looking statements in this press release include the Company’s ability to consummate the offering and the intended use of proceeds from the offering. Important factors that could affect future results and cause those results to differ materially from those expressed in the forward-looking statements include, among others, the following: the Company’s ability to repay its substantial indebtedness; the potential for additional adverse impacts from the COVID-19 pandemic on the Company’s business, construction projects, indebtedness, financial condition and operating results; actions by government officials at the federal, state or local level with respect to steps to be taken, including, without limitation, additional shutdowns, travel restrictions, social distancing measures or shelter-in-place orders, in connection with the COVID-19 pandemic; the Company’s ability to effectively manage and control expenses as a result of the pandemic; the Company’s ability to complete its Chamonix development project on-time and on-budget; changes in guest visitation or spending patterns due to COVID-19 or other health or other concerns; a decrease in overall demand as other competing entertainment
