8-K

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): December 8, 2022

GAMING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-249998	35-2675083
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Two Summerlin

Las Vegas, NV 89135, USA

(Address of principal executive offices, and zip code)

+1-347-983-1227

(Registrant's telephone number, including area code)

____________________________ 

(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 (see General Instruction A.2. below):

☐	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
N/A	N/A	N/A

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 December 8, 2022, Gaming Technologies, Inc. (the “Company”) filed a certificate of amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of Delaware to increase the Company’s authorized shares of common stock from 45,000,000 to 400,000,000 (the “Increase in Authorized Shares”). Accordingly, following the filing of the Amendment, the Company has 405,000,000 authorized shares of capital stock, consisting of 400,000,000 shares of common stock and 5,000,000 shares of preferred stock. As previously reported, the Increase in Authorized Shares and the filing of the Amendment was approved by the holders if a majority of the voting power of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment, filed on December 8, 2022.
104	Cover Page Interactive Data File (formatted in iXBRL)

3

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.

	GAMING TECHNOLOGIES, INC.
Dated: December 14, 2022	By:	/s/ Jason Drummond
	Name:	Jason Drummond
	Title:	CEO

4

EX-3.1

Exhibit 3.1

Delaware The First State Page 1 7527556 8100 SR# 20224203483 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 205041772 Date: 12 - 08 - 22 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “GAMING TECHNOLOGIES, INC.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF DECEMBER, A.D. 2022, AT 3:31 O`CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE EIGHTH DAY OF DECEMBER, A.D. 2022 AT 9 O'CLOCK A.M.

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:31 PM 12/07/2022
FILED 03:31 PM 12/07/2022
SR 20224203483 - File Number 7527556 CERTIFICATE OF AMENDMENT   TO   CERTIFICATE OF INCORPORATION

OF

GAMING TECHNOLOGIES, INC.

Gaming Technologies, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify:

1. This Certificate of Amendment (the "Certificate of Amendment") amends the provisions of the Corporation's Certificate of Incorporation filed with the Secretary of State of the State of Delaware on July 23, 2019, as amended by the Certificate of Amendment of Certificate of Incorporation filed with the filed with the Secretary of State of the State of Delaware on December 21, 2020 (the "Certificate of Incorporation").

2. Article IV of the Certificate of Incorporation shall be amended to read in its entirety as follows:

"(a).This Company is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares which the Company is authorized to issue is 405,000,000 shares, each with a par value of $0.001 per share, of which 400,000,000 shares shall be Common Stock and 5,000,000 shares shall be Preferred Stock.

"(b). The Preferred Stock may be issued from time to time in one or more series. The board of directors is hereby authorized, by filing a certificate pursuant to the applicable laws of the state of Delaware and within the limitations and restrictions stated in this Certificate of Incorporation, to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and the number of shares constituting and such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series."

3. Resolutions were duly adopted by the Board of Directors of the Corporation setting forth the foregoing Certificate of Amendment to the Certificate of Incorporation, and declaring said amendment to be advisable and recommended for approval by the stockholders of the Corporation

4. That in lieu of a meeting and vote of the stockholders of the Corporation (the "Stockholders"), the Stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the DGCL, and written notice of the adoption of the amendments has been given as provided in Section 228 of the DGCL to every stockholder entitled to such notice. The number of shares voting in favor of the foregoing amendment equaled or exceeded the vote required.

5. The aforesaid amendment to the Certificate of Incorporation will take effect on the 8th day of December, 2022 at 9:00 a.m. Eastern Standard Time.

6. The foregoing amendment to the Corporation's Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

GAMING TECHNOLOGIES, INC.
By:	/s/ Jason Drummond
Name:	Jason Drummond
Title:	President and Chief Executive Officer

XML

Cover	Dec. 08, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 08, 2022
Current Fiscal Year End Date	--12-31
Entity File Number	333-249998
Entity Registrant Name	GAMING TECHNOLOGIES, INC.
Entity Central Index Key	0001816906
Entity Tax Identification Number	35-2675083
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Two Summerlin
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Country	US
Entity Address, Postal Zip Code	89135
City Area Code	347
Local Phone Number	983-1227
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false