スキルズの適時開示・その他

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): October 19, 2023

SKILLZ INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39243

84-4478274

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

6625 Badura Avenue

Las Vegas, Nevada 89118

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (415) 762-0511

Not Applicable

(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:

Title of each class

Trading Symbol(s)

Name of each exchange on which
registered

Class A common stock, par value $0.0001 per share

SKLZ

NYSE

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 5.03			Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 19, 2023, Skillz, Inc. (the “Company”) filed a Certificate of Correction (the “Certificate of Correction”) to the Fourth Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware (“Secretary of State”).

The Certificate of Correction was filed to correct a typographical error included in the Certificate of Incorporation, which failed to incorporate a previous amendment that was incorporated by that certain Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation, filed by the Company with the Secretary of State on May 18, 2022, which amended the Company’s Third Amended and Restated Certificate of Incorporation such that the maximum number of directors of the Company, as may be fixed by the Company’s Board of Directors from time to time, shall not exceed nine (9).

Pursuant to Section 103(f) of the Delaware General Corporation Law (the “DGCL”), the correction was effective as of June 23, 2023.

The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.


Item 9.01.			Financial Statements and Exhibits.


(d)			Exhibits.

Exhibit Number

Description

3.1

Certificate of Correction of the Fourth Amended and Restated Certificate of Incorporation of Skillz Inc. filed on October 19, 2023.

104

Cover Page Interactive Data File (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.


	SKILLZ INC.

	By:	/s/ Jason Roswig
	Name:	Jason Roswig
	Title:	President and Chief Financial Officer
Date: October 23, 2023

EX-3.1 2 skillz-certificateofcorr.htm EX-3.1 skillz-certificateofcorr

CERTIFICATE OF CORRECTION OF FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SKILLZ INC. Skillz Inc., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the General Corporation Law of the State of Delaware, the (“General Corporation Law”), does hereby certify: FIRST: The name of the Corporation is Skillz Inc. SECOND: On June 23, 2023, the Corporation filed with the Secretary of State of the State of Delaware (the “Secretary of State”) the Fourth Amended and Restated Certificate of Incorporation of the Corporation (the “Restated Certificate”). THIRD: The Restated Certificate requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law. FOURTH: The inaccuracy or defect of the Restated Certificate to be corrected hereby is Article VIII (B) of the Restated Certificate contains and inaccurate reference to the maximum number of directors of the Corporation as may be fixed from time to time by the Board of Directors of the Corporation (the “Board”). Specifically, due to a typographical error, the Restated Certificate failed to incorporate an amendment to Article VIII (B) thereof that was incorporated by that certain Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Corporation, filed by the Corporation with the Secretary of State on May 18, 2022, which amended and restated Article VIII (B) of the Corporation’s Third Amended and Restated Certificate of Incorporation such that the number of directors of the Corporation should not exceed nine (9) (unless otherwise approved by requisite stockholder consent), rather than seven (7), as set forth by the Restated Certificate. FIFTH: The text of the Article VIII (B) of the Restated Certificate is hereby corrected to read in its entirety as follows: (B) Number of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of the directors of the Corporation shall be fixed from time to time by the Board; provided, further, that unless otherwise approved by the Requisite Stockholder Consent, the number of the directors shall not exceed nine (9). For the avoidance of doubt, no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. SIXTH: All other provisions of the Restated Certificate remain unchanged. [Remainder of Page Intentionally Left Blank]

IN WITNESS WEHREOF, the Corporation has caused this Certificate of Correction to be executed on this 19th day of October, 2023. SKILLZ INC. By: /s/ Andrew Dahlinghaus Name: Andrew Dahlinghaus Title: General Counsel and Secretary