SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 3/15/24 Full House Resorts Inc. 10-K 12/31/23 92:12M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.78M 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 40K 3: EX-21.1 Subsidiaries List HTML 30K 4: EX-23.1 Consent of Expert or Counsel HTML 25K 9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 69K Awarded Compensation 10: EX-99.1 Miscellaneous Exhibit HTML 135K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 31K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 27K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 27K 16: R1 Document and Entity Information HTML 95K 17: R2 Consolidated Statements of Operations HTML 110K 18: R3 Consolidated Balance Sheets HTML 145K 19: R4 Consolidated Balance Sheets (Unaudited) HTML 39K (Parentheticals) 20: R5 Consolidated Statements of Stockholders' Equity HTML 57K (Unaudited) 21: R6 Consolidated Statements of Cash Flows HTML 146K 22: R7 Organization HTML 42K 23: R8 Basis of Presentation and Significant Accounting HTML 140K Policies 24: R9 Property and Equipment, Net HTML 61K 25: R10 Goodwill and Other Intangibles HTML 140K 26: R11 Accrued Liabilities HTML 54K 27: R12 Long-Term Debt HTML 96K 28: R13 Leases HTML 154K 29: R14 Income Taxes HTML 123K 30: R15 Commitments and Contingencies HTML 32K 31: R16 Stock-Based Compensation HTML 98K 32: R17 Segment Reporting and Disaggregated Revenue HTML 229K 33: R18 Basis of Presentation and Summary of Significant HTML 197K Accounting Policies (Policies) 34: R19 Organization (Tables) HTML 38K 35: R20 Basis of Presentation and Significant Accounting HTML 106K Policies (Tables) 36: R21 Property and Equipment (Tables) HTML 61K 37: R22 Goodwill and Other Intangibles (Tables) HTML 142K 38: R23 Accrued Liabilities (Tables) HTML 54K 39: R24 Long-Term Debt (Tables) HTML 93K 40: R25 Leases (Tables) HTML 179K 41: R26 Income Taxes (Tables) HTML 120K 42: R27 Stock-Based Compensation (Tables) HTML 99K 43: R28 Segment Reporting and Disaggregated Revenue HTML 197K (Tables) 44: R29 ORGANIZATION - Resort (Details) HTML 34K 45: R30 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 37K ACCOUNTING POLICIES - Property and Equipment estimated useful lives (Details) 46: R31 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 27K ACCOUNTING POLICIES - Leases (Details) 47: R32 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 50K ACCOUNTING POLICIES - Accounts Receivable (Details) 48: R33 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 31K ACCOUNTING POLICIES - Credit Loss Recognized (Details) 49: R34 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 35K ACCOUNTING POLICIES - Deferred Revenues (Details) 50: R35 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 66K ACCOUNTING POLICIES - Deferred Revenues: Market Access Fees from Sports Wagering Agreements (Details) 51: R36 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 27K ACCOUNTING POLICIES - Advertising and Project and Acquisition costs (Details) 52: R37 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 42K ACCOUNTING POLICIES - Earnings (Loss) Per Share (Details) 53: R38 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 30K ACCOUNTING POLICIES - New Accounting Pronouncement Implemented (Details) 54: R39 Property and Equipment, Net (Details) HTML 41K 55: R40 Property and Equipment, Net - Leased property and HTML 41K equipment (Details) 56: R41 GOODWILL AND OTHER INTANGIBLES - Carrying value of HTML 34K Goodwill by segment (Details) 57: R42 GOODWILL AND OTHER INTANGIBLES - Other Intangible HTML 65K Assets (Details) 58: R43 GOODWILL AND OTHER INTANGIBLES - Current & Future HTML 44K Amortization (Details) 59: R44 GOODWILL AND OTHER INTANGIBLES - Land Lease and HTML 32K Water Rights (Details) 60: R45 GOODWILL AND OTHER INTANGIBLES - Development HTML 31K Agreement (Details) 61: R46 GOODWILL AND OTHER INTANGIBLES - Gaming Licenses & HTML 37K Trade Names (Details) 62: R47 Accrued Liabilities (Details) HTML 49K 63: R48 LONG-TERM DEBT - Senior Secured Notes Narrative HTML 49K (Details) 64: R49 LONG-TERM DEBT - Redemption of Senior Secured HTML 35K Notes (Details) 65: R50 LONG-TERM DEBT - Revolving Credit Facility HTML 55K (Details) 66: R51 LONG-TERM DEBT - Long-Term Debt (Details) HTML 52K 67: R52 LONG-TERM DEBT - Scheduled Maturities of Long-term HTML 45K Debt (Details) 68: R53 LONG-TERM DEBT - Interest Expenses (Details) HTML 37K 69: R54 LEASES - Narrative (Details) HTML 133K 70: R55 LEASES - Balance Sheet Details (Details) HTML 62K 71: R56 LEASES - Lease Expense (Details) HTML 39K 72: R57 LEASES - Maturities of Lease Liabilities (Details) HTML 69K 73: R58 LEASES - Lease Term and Discount Rate (Details) HTML 34K 74: R59 LEASES - Supplemental Cash Flow Information HTML 30K (Details) 75: R60 INCOME TAXES - Income tax provision (Details) HTML 50K 76: R61 INCOME TAXES - Reconciliation of income tax HTML 63K provision relative to continuing operations (Details) 77: R62 INCOME TAXES - Deferred tax assets (Liabilities) HTML 66K (Details) 78: R63 INCOME TAXES - Narrative (Details) HTML 40K 79: R64 Commitments and Contingencies (Details) HTML 45K 80: R65 Stock-Based Compensation (Details) HTML 74K 81: R66 Stock-Based Compensation - Summarizes information HTML 66K related to our common stock options (Details) 82: R67 STOCK-BASED COMPENSATION - Compensation Expenses HTML 32K (Details) 83: R68 STOCK-BASED COMPENSATION - Option valuation HTML 35K assumptions for options granted (Details) 84: R69 SEGMENT REPORTING AND DISAGGREGATED REVENUE - HTML 107K Selected Statement of Operations Data (Details) 85: R70 SEGMENT REPORTING AND DISAGGREGATED REVENUE - HTML 47K Selected Balance Sheet Data (Details) 86: R71 Pay vs Performance Disclosure HTML 37K 87: R72 Insider Trading Arrangements HTML 31K 89: XML IDEA XML File -- Filing Summary XML 160K 92: XML XBRL Instance -- fll-20231231x10k_htm XML 2.91M 88: EXCEL IDEA Workbook of Financial Report Info XLSX 162K 12: EX-101.CAL XBRL Calculations -- fll-20231231_cal XML 281K 13: EX-101.DEF XBRL Definitions -- fll-20231231_def XML 809K 14: EX-101.LAB XBRL Labels -- fll-20231231_lab XML 1.63M 15: EX-101.PRE XBRL Presentations -- fll-20231231_pre XML 1.14M 11: EX-101.SCH XBRL Schema -- fll-20231231 XSD 217K 90: JSON XBRL Instance as JSON Data -- MetaLinks 575± 879K 91: ZIP XBRL Zipped Folder -- 0000891482-24-000007-xbrl Zip 541K
Exhibit 4.1
FULL HOUSE RESORTS, INC.
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
Full House Resorts, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Common Stock (as defined below).
The following description of our Common Stock is a summary and does not purport to be complete. This summary is subject to and qualified in its entirety by reference to the full text of our amended and restated certificate of incorporation, as amended (“Certificate of Incorporation”) and our amended and restated bylaws (“By-laws”), each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. We encourage you to read our Certificate of Incorporation, our By-laws, and the applicable provisions of the General Corporation law of the State of Delaware (the “DGCL”) for additional information.
Authorized Shares
Our authorized capital consists of 100,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and 5,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). All outstanding shares of our Common Stock are fully paid and non-assessable. As of December 31, 2023, we had 34,590,150 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued or outstanding.
Common Stock
Dividends
Holders of our Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. The declaration and payment of dividends on our Common Stock is a business decision to be made by our board of directors from time to time based upon results of our operations and our financial condition and any other factors as our board of directors considers relevant. Under the DGCL, we can only pay dividends to the extent that we have surplus ― the extent by which the fair market value of our net assets exceeds the amount of our capital, or to the extent of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. In addition, the payment of dividends may be restricted by loan agreements, indentures and other transactions entered into us from time to time.
Voting Rights
Holders of Common Stock have the exclusive power to vote on all matters presented to our stockholders, including the election of directors, except as otherwise provided by the DGCL or as provided with respect to any other class or series of stock, if any. Holders of Common Stock are entitled to one vote per share. An affirmative vote of a majority of the votes cast at a meeting of stockholders at which a quorum is present and entitled to vote thereon is sufficient for approval of all matters submitted to a vote of stockholders. There is no cumulative voting.
In the event we are dissolved and our affairs our wound up, after we pay or make adequate provision for all of our debts and liabilities in accordance with applicable law, each holder of our Common Stock will receive dividends pro rata out of assets that we can legally use to pay distributions.
Other Rights
Subject to the preferential rights of any other class or series of stock, all shares of Common Stock have equal dividend, distribution, liquidation and other rights, and have no preference or appraisal rights, except for any appraisal rights provided by the DGCL. Furthermore, holders of our Common Stock have no conversion, sinking fund or redemption rights, or rights to subscribe for any of our securities, except that our Certificate of Incorporation imposes certain obligations on holders of our Common Stock relating to compliance with the gaming authorities and empowers the Company to redeem shares of Common Stock under certain limited circumstances. For additional information, see “Description of Governmental Gaming Regulations” in Exhibit 99.1 of our Annual Report on Form 10-K for the year ended December 31, 2023.
Listing
Our Common Stock is listed on the Nasdaq Capital Market under the symbol “FLL.”
Preferred Stock
Prior to the issuance of any shares of our Preferred Stock, an amendment to our Certificate of Incorporation must be adopted by our board of directors and approved by our stockholders to designate one or more series of such Preferred Stock and to fix, for each series, the designations, powers and preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof, as are permitted by the DGCL. Our Certificate of Incorporation does not include a “blank check” provision that would otherwise authorize our board of directors to issue our Preferred Stock in any number or series and to determine the rights of each series without needing additional stockholder approval.
Certain Anti-Takeover Effects of our Certificate of Incorporation and By-laws and Delaware Law
General. Certain provisions of our Certificate of Incorporation and our By-laws, and certain provisions of the DGCL could make our acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, are likely to reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our Certificate of Incorporation and our By-laws and the applicable provisions of the DGCL.
Advance Notice Requirements. Stockholders wishing to nominate persons for election to our board of directors at an annual meeting or to propose any business to be considered by our stockholders at an annual meeting must comply with certain advance notice and other requirements set forth in our By-laws. Likewise, if our board of directors has determined that directors shall be elected at a special meeting of stockholders, stockholders wishing to nominate or re-nominate persons for election to our board of directors at such special meeting must comply with certain advance notice and other requirements set forth in our By-laws.
Special Meetings. Our By-laws provide that special meetings of stockholders may only be called by our board of directors or at the request in writing of stockholders owning at least forty percent (40%) of the shares entitled to vote.
Board Vacancies. Any vacancy on our board of directors may be filled by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall hold office for a term expiring at the next annual meeting of stockholders and until their successors are elected and qualified. If one or more directors shall resign from our board of directors effective at a future date, a majority of directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided for the filling of other vacancies.
Exclusive Forum Bylaws Provision. Our By-laws require that, to the fullest extent permitted by law, and unless the Company consents in writing to an alternative forum, the Court of Chancery of the State of Delaware or the Eighth Judicial District Court of Clark County, Nevada, will be the sole and exclusive forum for any internal corporate claims. “Internal corporate claims” means claims, including claims in the right of the corporation, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (ii) any action arising pursuant to any provision of the DGCL.
Although we believe this provision benefits us by providing increased consistency in the consistent application of law in the type of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.
Authorized but Unissued Shares. Our authorized but unissued shares of Common Stock are generally available for our board of directors to issue without stockholder approval. We may use these additional shares for a variety of corporate purposes, including future offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of our authorized but unissued shares of Common Stock could render more difficult or discourage an attempt to obtain control of our company by means of a proxy contest, tender offer, merger or other transaction.
Section 203 of the DGCL. We are subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a Delaware corporation that is listed on a national securities exchange or held of record by more than 2,000 shareholders from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that such stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, certain mergers, asset or stock sales or other transactions resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s outstanding voting stock. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:
● | before the stockholder became interested, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
● | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or |
● | at or after the time the stockholder became interested, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/15/24 | None on these Dates | ||
For Period end: | 12/31/23 | |||
List all Filings |