Attached files
| file | filename |
|---|---|
| EX-24.1 - EX-24.1 - DraftKings Inc. | tm2021918d5_ex24-1.htm |
| EX-23.3 - EXHIBIT 23.3 - DraftKings Inc. | tm2021918d9_ex23-3.htm |
| EX-23.2 - EXHIBIT 23.2 - DraftKings Inc. | tm2021918d9_ex23-2.htm |
| EX-23.1 - EX-23.1 - DraftKings Inc. | tm2021918d9_ex23-1.htm |
| EX-5.1 - EX-5.1 - DraftKings Inc. | tm2021918d9_ex5-1.htm |
As filed with the Securities and Exchange Commission on June 18, 2020
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
DraftKings Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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7990
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84-4052441
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
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222 Berkeley Street, 5th Floor
Boston, MA 02116
(617) 986-6744
Boston, MA 02116
(617) 986-6744
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
R. Stanton Dodge
Chief Legal Officer
DraftKings Inc.
222 Berkeley Street, 5th Floor
Boston, Massachusetts 02116
(617) 986-6744
Chief Legal Officer
DraftKings Inc.
222 Berkeley Street, 5th Floor
Boston, Massachusetts 02116
(617) 986-6744
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Scott D. Miller
Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Tel: (212) 558-4000 |
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Joel L. Rubinstein
Jonathan P. Rochwarger Elliott M. Smith White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 819-8200 |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-239217
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| | Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | | 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Amount
to be Registered(1) |
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Proposed
Maximum Offering Price Per Share(2) |
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Proposed
Maximum Aggregate Offering Price(1)(2) |
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Amount of
Registration Fee |
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Class A common stock, par value $0.0001 per share
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2,563,106
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| | | | $ | 40.00 | | | | | | $ | 102,524,240 | | | | | | $ | 13,307.65 | | |
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Total Registration Fee
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| | | | | | | | | | | | | | | $ | 102,524,240 | | | | | | $ | 13,307.65 | | |
(1)
Includes the offering of additional shares of Class A common stock pursuant to the underwriters’ option to purchase additional shares. Does not include (i) 15,682,218 shares of Class A common stock previously registered by the Company on the Registration Statement on Form S-1 (333-239217) or (ii) 27,754,676 shares of Class A common stock previously registered by the Company on the Registration Statement on Form S-1 (333-238051) remaining unsold thereunder and which are being carried forward to this registration statement.
(2)
Based on the public offering price.
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by DraftKings Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, (i) the Registrant’s Registration Statement on Form S-1 (File No. 333-239217), originally filed June 16, 2020 (the “June Registration Statement”), which was declared effective by the Commission on June 18, 2020 and (ii) the Registrant’s Registration Statement on Form S-1 (File No. 333-238051), originally filed May 6, 2020, as amended on May 12, 2020 and which was declared effective by the Commission on May 13, 2020 (such registration statements, together with their exhibits, the “Prior Registration Statements”).
The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of shares of Class A common stock offered and registered under the June Registration Statement by 2,563,106 shares. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statements.
CERTIFICATION
The Registrant hereby certifies to the Commission that (i) it has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account as soon as practicable (but no later than the close of business on June 19, 2020), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) it will confirm receipt of such instructions by its bank during regular business hours on June 19, 2020.
Exhibit Index
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on the 18th day of June, 2020.
DraftKings Inc.
By:
/s/ R. Stanton Dodge
Name:
R. Stanton Dodge
Title:
Chief Legal Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated on the 18th day of June, 2020.
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Name
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Position
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Date
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/s/ Jason D. Robins
Jason D. Robins
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Chief Executive Officer and Chairman
(Principal Executive Officer) |
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June 18, 2020
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/s/ Jason K. Park
Jason K. Park
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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June 18, 2020
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*
Harry Evans Sloan
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Vice Chairman
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June 18, 2020
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*
Michael Gavin Isaacs
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Director
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June 18, 2020
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*
Matthew Kalish
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Director
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June 18, 2020
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*
Woodrow H. Levin
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Director
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June 18, 2020
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*
Paul Liberman
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Director
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June 18, 2020
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*
Shalom Meckenzie
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Director
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June 18, 2020
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*
Ryan R. Moore
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Director
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June 18, 2020
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*
Steven J. Murray
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Director
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June 18, 2020
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*
Hany M. Nada
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Director
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June 18, 2020
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*
Richard Rosenblatt
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Director
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June 18, 2020
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*
John S. Salter
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Director
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June 18, 2020
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*
Marni M. Walden
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Director
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June 18, 2020
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* By:
/s/ R. Stanton Dodge
R. Stanton Dodge
As Attorney-in-Fact
R. Stanton Dodge
As Attorney-in-Fact
II-2