Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On November 14, 2022, Apollo Gaming Holdings, L.P. (the "Selling Stockholder"),
a stockholder of PlayAGS, Inc. (the "Company"), entered into an underwriting
agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and B.
Riley Securities, Inc. (together, the "Underwriters") to issue and sell (the
"Offering") 8,208,076 shares of the Company's common stock, par value $0.01. The
Offering closed on November 17, 2022. The Underwriting Agreement contains
certain customary representations, warranties and agreements by the Company and
the Selling Stockholder, conditions to closing, indemnification rights and
obligations of the parties and termination rights.
The Offering was made pursuant to a shelf registration statement on Form S-3
(File No. 333-257677) filed with the Securities and Exchange Commission on
July 2, 2021 (the "Registration Statement"), a preliminary prospectus, dated
July 2, 2021 included as part of the Registration Statement and a prospectus
supplement, dated November 14, 2022 and filed with the Securities and Exchange
Commission on November 17, 2022. The Underwriting Agreement is attached hereto
as Exhibit 1.1 and is incorporated herein by reference. The foregoing
description of the terms of the Underwriting Agreement is qualified in its
entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
1.1 Underwriting Agreement, dated as of November 14, 2022, among Apollo
Gaming Holdings, L.P., a stockholder of PlayAGS, Inc., J.P. Morgan
Securities LLC and B. Riley Securities, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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