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~~August 261, 2022

GAMING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-249998

35-2675083

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Two Summerlin

Las Vegas, NV 89135, USA

(Address of principal executive offices, and zip code)

+1-347-983-1227

(Registrant's telephone number, including area code)

____________________________

(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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	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))

☐	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
N/A	N/A	N/A

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 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

As previously reported, ~~Gaming~~on May 19, 2021, Gaming Technologies, Inc. ( the “Company”) entered into a ~~securities~~non-exclusive ~~purchase~~License ~~agreement dated~~Agreement ~~November 20, 2020~~ (the “~~2020 Purchase~~ Agreement”) with ~~and~~Playboy aEnterprises ~~securities~~International, ~~purchase~~Inc. ~~agreement~~(“Playboy”) ~~dated~~to asuse ofcertain ~~February~~trademarks ~~3, 3021~~ (including the ~~“2021~~rabbit ~~Purchase~~head ~~Agreement”~~logo) and ~~together~~other intellectual ~~with~~property ~~the~~of ~~2020~~Playboy ~~Purchase~~on ~~Agreement,~~and ~~the~~in ~~“Purchase~~connection ~~Agreements”)~~ with anthe ~~accredited~~design, ~~investor~~creation, ~~for~~promotion, ~~the~~marketing, ~~sale~~advertisement, ofsales, ~~the~~operation, maintenance ~~Company’s~~and ~~common~~distribution ~~stock~~in atIndia ~~a price~~ of ~~$2.50~~real-money ~~per~~game ~~share.~~mobile Onapps, ~~April~~such 26as rummy, ~~2022~~poker, ~~the~~fantasy ~~Company~~ sports and ~~the~~other ~~investor~~games ~~entered~~of ~~into~~skill anapproved by ~~amendment~~Playboy. toWe ~~the~~agreed ~~Purchase~~to ~~Agreements~~pay ~~(the~~Playboy ~~“Amendment”),~~as ~~and~~a ~~the~~royalty ~~Company~~a ~~and~~percentage ~~the~~of ~~Investor entered~~net ~~into~~gaming arevenue. ~~loan~~The ~~agreement~~term (of the ~~“Loan~~ Agreement”) ~~and~~was through the ~~Company~~end ~~issued~~of 2025, subject to ~~the~~early ~~investor~~termination aupon ~~subordinated~~certain ~~promissory note~~events inof ~~the~~default ~~principal~~including ~~amount~~failure ofto ~~$66,667~~meet ~~(the~~certain ~~“Subordinated~~annual ~~Note”)~~minimum ~~and~~net ~~received~~gaming ~~gross~~revenue targets. ~~proceeds~~A ofPlayboy-branded ~~$65,000~~game ~~after~~was ~~deduction of~~launched ain ~~10%~~India ~~origination~~on ~~fee~~November to1, ~~the investor~~2021.

~~Pursuant to~~On ~~the~~August ~~Amendment~~1, ~~the provisions in the Purchase Agreements for an adjustment due to price based dilution, which had expired by their terms, were extended, such that if, at any time until the earlier of (a) May 15,~~ 2022, ~~or (b)~~ the ~~day~~Company ~~after~~received ~~the~~from ~~date on which the Company~~Playboy ~~completes~~a anNotice ~~underwritten public offing~~ of ~~shares~~Termination of ~~its common stock, except for certain exempt issuances as described in~~ the ~~Purchase Agreements, at a price below $2~~Agreement.50 ~~per~~The ~~share (as adjusted for stock splits), then the~~ Company ~~will~~failed ~~deliver~~ to ~~the~~meet ~~investor that number of restricted shares of common stock equal to~~ the ~~difference~~minimum ~~between~~net ~~the~~gaming ~~number~~revenue ofrequirement ~~shares~~in ~~purchased~~2021. byThe ~~the~~Company ~~investor~~must discontinue ~~pursuant~~all tooperation ~~such Purchase Agreement~~ and ~~the~~availability ~~number~~ of ~~shares of common stock~~ the ~~investor~~Playboy-branded ~~would~~game ~~have~~as ~~received for the investor’s original subscription amount (an aggregate~~ of $4September 30,~~500,000)~~ ~~at the dilutive issuance price~~2022.

The ~~Subordinated~~ ~~Note.~~foregoing ~~The~~description ~~Subordinated Note is unsecured, bears interest at a rate~~ of ~~10% per year (~~the ~~“Interest~~Agreement ~~Rate”),~~is ~~and matures on the earlier of the earlier of (~~a) ~~October~~summary ~~26,~~and ~~2022~~is orqualified ~~(b)~~by areference ~~Capital~~to ~~Event (~~the ~~“Final~~full ~~Maturity~~Agreement, ~~Date”). “Capital Event” means (a) any transaction in~~ which ~~the~~was ~~Company,~~filed oras ~~any~~Exhibit ~~subsidiary~~10.4 ofto the Company,’s orQuarterly ~~any joint venture~~Report ~~directly~~on orForm indirectly owned by the Company: (i) refinances or incurs any indebtedness exceeding $100,000 in the aggregate of all such transactions, (ii) sells, transfers or otherwise disposes (including pursuant to a sale10-~~leaseback~~Q transaction) of any property or asset (including securities) other than in the ordinary course of business, (iii) forms a joint venture, or (iv) issues private or public equity, stock or other financial instrument for ~~cash consideration exceeding $100,000 in~~ the ~~aggregate~~quarter ofended ~~all~~June ~~such transactions; (b) any casualty or other insured damage exceeding $100~~30,~~000~~ to2021, orand ~~any~~is ~~taking~~incorporated ~~under~~herein ~~power of eminent domain or~~ by condemnation or similar proceeding of, any property or asset of the Company, or any subsidiary of the Company, or any joint venture directly or indirectly owned by the Company; or (c) any other transaction entered into for the purposes of generating cash to recapitalize the Company’s balance sheetreference.

If a Change of Control (as defined in the Subordinated Note) of Company occurs, then on or prior to the fifth business day following the date of such Change of Control, the Company shall prepay the Subordinated Note and all other obligations (other than, indemnity obligations under the loan documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) in full in cash together with (i) accrued interest thereon to the date of such prepayment, (ii) all other amounts owing to Investor under the loan documents, (iii) an amount equal to the difference between (x) the aggregate amount of interest that would have been due to Investor, for the period from and after the date of issuance of the Subordinated Note to and including the Final Maturity Date based upon the principal amount outstanding immediately prior to and the interest rate in effect as of the date of such prepayment, less (y) the amount of interest actually paid to Investor prior to the date of such prepayment.2

~~Upon an Event of Default (as defined therein) interest shall accrue at the rate of 18% per annum.~~SIGNATURES

~~Under~~ Pursuant to the ~~Loan~~requirements ~~Agreement,~~of the ~~Company~~Securities Exchange ~~may~~Act ~~borrow~~of up1934, tothe anregistrant ~~additional~~has ~~$211,111~~duly ~~from~~caused ~~the~~this ~~Investor~~report onto ~~the~~be ~~same~~signed ~~terms~~on asits ~~described~~behalf ~~above,~~by ~~subject to~~the ~~certain~~undersigned ~~conditions~~hereunto duly authorized.

Intercreditor Agreement. In connection with issuing the Subordinated Note, the Company, the Subordinated Note holder and the holder of the Company’s $1,666,666.67 10% Original Discount Senior Secured Convertible Note issued in November 2021 (the “Senior Note”) entered into a Intercreditor Agreement (the “Intercreditor Agreement”), pursuant to which the Subordinated Note holder agreed to fully subordinate its rights under the Subordinated Note to the Senior Note and related agreements, as described more fully in the Intercreditor Agreement.

	GAMING TECHNOLOGIES, INC.

Dated: August 9, 2022	By:	/s/ Jason Drummond
	Name:	Jason Drummond
	Title:	CEO

The descriptions above of the Amendment, the Loan Agreement, the Subordinated Note and Intercreditor Agreement do not purport to be complete and are qualified in their entirety by reference to the complete texts of the Amendment, the Junior Note and the Intercreditor Agreement, each of which is filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3~~, respectively, to this current report on Form 8-K.~~

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Information concerning the Company’s issuance of the Subordinated Note as set forth in Item 1.01 above is incorporated herein to this Item 2.03 by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Amendment to Securities Purchase Agreements
10.2		Loan Agreement
10.3		Form of Subordinated Note
10.4		Form of Intercreditor Agreement
104		Cover Page Interactive Data File (formatted in iXBRL)

_____________________

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.

	GAMING TECHNOLOGIES, INC.
Dated: May 4, 2022	By:	/s/ Jason Drummond
	Name:	Jason Drummond
	Title:	CEO

Filing Compare · Gaming Technologies, Inc.