[S-8 POS] PlayAGS, Inc. SEC Filing

Rhea-AI Filing Summary

PlayAGS, Inc. ("AGS") has filed Post-Effective Amendment No. 1 to three prior Form S-8 registration statements in order to deregister all shares that remain unsold or unissued under its equity-compensation plans. The action follows the closing of the June 30, 2025 merger in which Bingo Merger Sub, Inc. merged with and into AGS, making the company a wholly owned subsidiary of Bingo Holdings I, LLC, an affiliate of Brightstar Capital Partners. The affected S-8 filings had originally registered 3,500,000 shares (2018), 3,000,000 shares (2020) and 5,000,000 shares (2022), respectively, for a cumulative 11,500,000 shares tied to the Omnibus Incentive Plan and predecessor plan. Because the public company no longer exists as an independent issuer, AGS has terminated all related offerings and formally removed the unsold shares from registration, thereby ending the effectiveness of the three S-8 statements.

Positive

• Completion of Brightstar-backed merger confirmed by filing, providing final legal clarity.
• Administrative cost reduction as unused S-8 registrations are terminated.

Negative

• No further equity can be issued under the former incentive plans, eliminating potential share-based compensation using public securities.

Insights

Corporate Securities Attorney

TL;DR: Procedural S-8 amendment; cleans up registration after go-private merger; limited market impact.

This filing is a routine post-merger housekeeping step. Once AGS was acquired by Brightstar’s affiliate on 6/30/25, it could no longer issue public equity under its incentive plans. The company therefore invokes its undertakings to withdraw the 11.5 million unsold shares registered on Form S-8. No new obligations or liabilities are created, and no consideration changes hands. For legal compliance, the amendment also terminates the effectiveness of the three S-8 statements, preventing any inadvertent reliance on them. Overall impact on former public shareholders is negligible because the merger consideration was set on closing; current employees will now rely on private-company equity arrangements.

Portfolio Manager

TL;DR: Neutral filing; confirms AGS is private and cancels unissued incentive shares.

The amendment provides clarity that AGS’s public equity programs are shuttered post-takeover. From an investment standpoint, the cash-out (or roll-over) terms were locked in at merger close, so today’s deregistration has no valuation effect on legacy AGS holders or on any securities still trading in the market. It simply removes dormant capacity that could not be used after the company delisted. Therefore, the disclosure is administrative and not impactful for portfolio positioning.

As filed with the Securities and Exchange Commission on June 30, 2025

Registration No. 333-222740

Registration No. 333-249929

Registration No. 333-266224

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No 1.

To:

Form S-8 Registration Statement No. 333-222740

Form S-8 Registration Statement No. 333-249929

Form S-8 Registration Statement No. 333-266224

UNDER

THE SECURITIES ACT OF 1933

PLAYAGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada		46-3698600
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

6775 S. Edmond St., Suite #300

Las Vegas, Nevada 89118

(702) 722-6700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

PlayAGS, Inc. Omnibus Incentive Plan, as amended

AP Gaming Holdco, Inc. 2014 Long-Term Incentive Plan

(Full titles of the plans)

Rob Ziems

PlayAGS, Inc.

6775 S. Edmond St., Suite #300

Las Vegas, Nevada 89118

(702) 722-6700

(Name, address and telephone number, including area code, of agent for service)

Copy to:

Zoey Hitzert

Kirkland & Ellis LLP

601 Lexington Ave

New York, NY 10022

(212) 909-3324

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) of PlayAGS, Inc., a Nevada corporation (the “Registrant” or the “Company”), which were previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”), and is being filed to deregister any and all securities that remain unsold or otherwise unissued as of the date hereof under each such Registration Statement:

• Registration File No. 333-222740, filed with the SEC on January 29, 2018, registering 3,500,000 shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) issuable under the AP Gaming Holdco, Inc. 2014 Long-Term Incentive Plan and the PlayAGS, Inc. Omnibus Incentive Plan (as amended, the “Omnibus Incentive Plan”);

• Registration File No. 333-249929, filed with the SEC on November 6, 2020, registering 3,000,000 shares of Common Stock issuable under the Omnibus Incentive Plan; and

• Registration File No. 333-266224, filed with the SEC on July 19, 2022, registering 5,000,000 shares of Common Stock issuable under the Omnibus Incentive Plan.

On June 30, 2025, pursuant to the Agreement and Plan of Merger, dated as of May 8, 2024 (the “Merger Agreement”), by and among the Company, Bingo Holdings I, LLC, a Delaware limited liability company (“Parent”) and an affiliate of Brightstar Capital Partners, and Bingo Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

As a result of the Merger, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all such securities of the Registrant registered pursuant to the Registration Statements that remain unsold or otherwise unissued as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on June 30, 2025.

PLAYAGS, INC.
By:		/s/ Kimo Akiona
		Kimo Akiona Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

Why did PlayAGS (AGS) file a Post-Effective Amendment on Form S-8?

To deregister all unsold shares previously registered for employee incentive plans after the company was acquired on June 30, 2025.

How many AGS shares are being deregistered?

Up to 11,500,000 shares across three prior S-8 filings (3.5M, 3.0M, 5.0M).

What triggered the need to remove these shares from registration?

The merger with Bingo Holdings I, LLC turned AGS into a private subsidiary, ending its ability to issue publicly registered shares.

Does this deregistration affect existing AGS shareholders?

No; shareholder consideration was set at the merger closing. The filing is procedural.

Will PlayAGS issue new equity under its Omnibus Incentive Plan in the future?

Not under public registration; the S-8 statements have been terminated and any unsold shares withdrawn.