Item 8.01 Other Events.
On August 13, 2018, PlayAGS, Inc. (the Company) issued a press release in connection with the closing of its previously announced secondary
public offering of the 5,500,000 of the Companys common stock, par value $0.01, by Apollo Gaming Holdings, L.P. (the Selling Stockholder) at a price to the public of $29.25 per share. The Company did not sell any shares and did not
receive any proceeds from the offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Credit
Suisse, Deutsche Bank Securities, Jefferies and Macquarie Capital acted as joint book-running managers and as representatives of the underwriters for the offering. BofA Merrill Lynch, Citigroup, Nomura, Stifel and SunTrust Robinson Humphrey acted as
joint book-running managers for the offering. Roth Capital Partners, Union Gaming, The Williams Capital Group, L.P. and Apollo Global Securities acted as
co-managers
for the offering.
The information under this Item 8.01, including Exhibit 99.1, is deemed furnished and not filed under Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The information in
this Current Report on Form
8-K,
including Exhibit 99.1, may contain forward-looking statements based on managements current expectations and projections, which are intended to qualify for the safe
harbor of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the public offering and other statements
identified by words such as believe, will, may, might, likely, expect, anticipates, intends, plans, seeks, estimates,
believes, continues, projects and similar references to future periods, or by the inclusion of forecasts or projections. All forward-looking statements are based on current expectations and projections of future
events. These forward-looking statements reflect the current views, models, and assumptions of the Company, and are subject to various risks and uncertainties that cannot be predicted or qualified and could cause actual results in the Companys
performance to differ materially from those expressed or implied by such forward looking statements. These risks and uncertainties include, but are not limited to, the ability of the Company to maintain strategic alliances, unit placements or
installations, grow revenue, garner new market share, secure new licenses in new jurisdictions, successfully develop or place proprietary product, comply with regulations, have its games approved by relevant jurisdictions and other factors set forth
under Risk Factors in the registration statement on Form
S-3,
filed with the Securities and Exchange Commission on August 6, 2018. All forward-looking statements made herein are expressly
qualified in their entirety by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Readers are cautioned that all forward-looking statements speak
only to the facts and circumstances present as of the date of this press release. The Company expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.