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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): May 12, 2025
FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-32583 |
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13-3391527 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
One Summerlin |
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89135 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (702) 221-7800
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N/A |
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(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:
☐ 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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common stock, $0.0001 par value per share |
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FLL |
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The Nasdaq Stock Market LLC |
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 8.01 Other Events
On May 13, 2025, Full House Resorts, Inc. (the “Company”) issued a press release announcing that it has named Joshua Le Duff as its Senior Vice President and Chief Marketing Officer, subject to customary gaming approvals. In connection with his hiring, the compensation committee of the Company’s board of directors (the “Compensation Committee”) approved a grant of an inducement equity award of 29,940 restricted shares to Mr. Le Duff. Subject to his continuing service through the vesting dates, one-third of the total number of shares granted will vest on each of May 12, 2026, 2027, and 2028, the anniversary dates of Mr. Le Duff’s commencement of employment and the grant of restricted shares.
These equity awards were granted outside of the Company’s 2015 Equity Incentive Plan and were approved by the Compensation Committee in accordance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to the above individuals’ entry into employment with the Company. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, none of such information shall be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent specifically referenced in any such filings.
Item 9.01 Financial Statements and Exhibits
(d) |
Exhibits |
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No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
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Full House Resorts, Inc. |
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Date: May 13, 2025 |
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/s/ Lewis A. Fanger |
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Lewis A. Fanger, Senior Vice President, Chief Financial Officer & Treasurer |
Exhibit 99.1
FULL HOUSE RESORTS ANNOUNCES APPOINTMENT OF JOSHUA LE DUFF AS
SENIOR VICE PRESIDENT AND CHIEF MARKETING OFFICER
Las Vegas – May 13, 2025 – Full House Resorts, Inc. (Nasdaq: FLL) (the “Company”) today announced that it has named Joshua Le Duff as its Senior Vice President and Chief Marketing Officer, subject to customary gaming approvals.
Mr. Le Duff has extensive marketing experience in the casino industry, including in regional casino gaming markets. Most recently, he served as Vice President of Marketing at Pala Casino Spa Golf Resort, a AAA Four Diamond property and one of Southern California’s top casino destinations. At Pala, he led a reimagining of the property’s reinvestment strategy, driving revenue growth and improved marketing returns. He also guided the evolution of the property’s marketing technology, launching Pala’s guest-facing digital platforms, including its mobile app. Earlier in his career, Mr. Le Duff held a range of leadership positions at Isle of Capri Casinos, including Vice President of Marketing, where he supported brand and database growth prior to the company’s acquisition by Eldorado Resorts. Mr. Le Duff holds a bachelor’s degree in political science from the University of California, Los Angeles, and a master’s degree in business administration from the University of Michigan’s Ross School of Business.
In connection with his hiring, the compensation committee of the Company’s board of directors (the “Compensation Committee”) approved a grant of an inducement equity award of 29,940 restricted shares to Mr. Le Duff. Subject to his continuing service through the vesting dates, one-third of the total number of shares granted will vest on each of May 12, 2026, 2027, and 2028, the anniversary dates of Mr. Le Duff’s commencement of employment and the grant of restricted shares. The award was granted outside of the Company’s 2015 Equity Incentive Plan and was approved by the Compensation Committee in accordance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to Mr. Le Duff’s entry into employment with the Company.
Cautionary Note Regarding Forward-looking Statements
This press release may contain statements by us and our officers 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 can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “expect,” “future,” “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Such risks include, without limitation, dependence on existing management, competition, uncertainties over the development and success of our acquisition and expansion projects, the financial performance of our finished projects and renovations, general macroeconomic conditions, legal risks, and regulatory and business conditions in the gaming industry. Additional information concerning potential factors that could affect our financial condition and results of operations is included in the reports we file with the Securities and Exchange Commission, including, but not limited to, Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the most recently ended fiscal year and our other periodic reports filed with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or revise our forward-looking statements as a result of new information, future events or otherwise. Actual results may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
About Full House Resorts, Inc.
Full House Resorts owns, leases, develops and operates gaming facilities throughout the country. Our properties include American Place in Waukegan, Illinois; Silver Slipper Casino and Hotel in Hancock County, Mississippi; Chamonix Casino Hotel and Bronco Billy’s Casino in Cripple Creek, Colorado; Rising Star Casino Resort in Rising Sun, Indiana; and Grand Lodge Casino, located within the Hyatt Regency Lake Tahoe Resort, Spa and Casino in Incline Village, Nevada. For further information, please visit www.fullhouseresorts.com.
Contact:
Lewis Fanger, Chief Financial Officer
Full House Resorts, Inc.
702-221-7800
www.fullhouseresorts.com