UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 6, 2019

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Nevada Gold & Casinos
, INC.
(Exact name of registrant as specified in its charter)
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Nevada 1-15517 88-0142032
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)

 

711 Powell Ave. SW, Suite 100

Renton, WA

  98057
          (Address of principal executive offices)   (Zip Code)

 

(702) 685-1000

 

Registrant’s telephone number, including area code

 

(Former name or former address, if changed since last report.)

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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)

 

¨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))

 

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. ¨

 

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 Stock, $0.12 par value UWN New York Stock Exchange Market

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On May 6, 2019, Nevada Gold & Casinos, Inc., a Nevada corporation (the “Company”), received a letter from NYSE American LLC (the “Exchange”) stating that the Exchange has determined that the Company is not in compliance with Section 704 of the NYSE American Company Guide (the “Company Guide”) due to the Company’s failure to hold an annual meeting during the fiscal year ended April 30, 2018 (the “Exchange Letter”).

 

On May 7, 2019, the Company issued a press release announcing receipt of the Exchange Letter as required by Section 402 of the Company Guide. A copy of the press release is included as Exhibit 99.1 to this current report on Form 8-K and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated May 7, 2019

 

2 

 

 

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.

 

Date: May 7, 2019

 

  NEVADA GOLD & CASINOS, INC.
     
     
  By: /s/Michael P. Shaunnessy
    Name: Michael P. Shaunnessy
    Title:  President & Chief Executive Officer

 

3 

 

 

EXHIBIT INDEX

 

Exhibit  
Number Description
   
99.1 Press Release dated May 7, 2019

 

4 

 

Exhibit 99.1

 

 

 

Nevada Gold & Casinos Receives Notice of Non-compliance from NYSE American LLC

 

LAS VEGAS, NV, May 7, 2019 -- Nevada Gold & Casinos, Inc. (the “Company”) (NYSE MKT: UWN) announced today the Company has received notice from NYSE American LLC (the “Exchange”) that the Exchange has determined that the Company is not in compliance with Section 704 of the NYSE American Company Guide due to the Company’s failure to hold an annual meeting during the fiscal year ended April 30, 2018.

 

As previously reported, the proposed acquisition of the Company by Maverick Gold LLC (f/k/a Maverick Casinos LLC) has been delayed in order to provide the parties with more time to obtain the approval of the Washington State Gambling Commission. 

 

About Nevada Gold & Casinos

 

Nevada Gold & Casinos, Inc. (NYSE MKT: UWN) of Las Vegas, Nevada is a developer, owner and operator of 9 gaming operations in Washington (wagoldcasinos.com).

 

Forward-Looking Statements

 

This release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We use words such as "anticipate," "believe," "expect," "future," "intend," "plan," and similar expressions to identify forward-looking statements. Forward-looking statements include, without limitation, satisfaction of the conditions to closing the transaction in the anticipated timeframe or at all, the financing of the transaction, risks related to the financing of the transaction, the effect of the announcement of the transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, partners and others with whom it does business, or on its operating results and businesses generally, and the Company’s ability to increase income streams, to grow revenue and earnings, and to obtain additional gaming and other projects. These statements are only predictions and are subject to certain risks, uncertainties and assumptions, which include, but are not limited to, those identified and described in the Company's public filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

 

Contacts:

 

Nevada Gold & Casinos, Inc.

Michael P. Shaunnessy / James Meier

(702) 685-1000

 

Preston Graham

Stonegate Capital Partners

(972) 850-2001