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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): July 1, 2024

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FULL HOUSE RESORTS, INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (702) 221-7800

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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:

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☐  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))

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Securities registered pursuant to Section 12(b) of the Act:

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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).

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Emerging growth company ☐

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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. ☐

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Item 1.01   Entry into a Material Definitive Agreement

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On July 1, 2024, Full House Resorts, Inc.’s wholly-owned subsidiary Gaming Entertainment (Nevada) LLC entered into a Seventh Amendment to Casino Operations Lease (the “Amendment”) with Incline Hotel LLC (the “Landlord”) amending the terms of that certain Casino Operations Lease dated June 28, 2011, as amended (the “Lease”). Prior to the Amendment, the Lease was scheduled to expire on December 31, 2024. The Amendment extends the initial term of the Lease by ten years to December 31, 2034; increases annual rent from $2,000,000 in 2024 to $2,010,857 for 2025, followed by annual increases of 2% for the remainder of the term; permits the Landlord to terminate the Lease early to renovate the premises; and makes certain other conforming changes. Except as set forth in the Amendment, all other terms of the Lease remain in full force and effect.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01   Financial Statements and Exhibits

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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.

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