As filed with the Securities and Exchange Commission on July 16, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
Bally’s Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 20-0904604 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| 100 Westminster Street | ||||||||
| Providence, Rhode Island | 02903 | |||||||
| (Address of Principal Executive Officer) | (Zip Code) | |||||||
| Bally’s Corporation 2021 Equity Incentive Plan | ||
| (Full title of the plan) | ||
| Kim M. Barker | ||
| Chief Legal Officer | ||
| 100 Westminster Street | ||
| Providence, Rhode Island 02903 | ||
| (Name and address of agent for service) | ||
| (401) 475-8474 | ||
| (Telephone number, including area code, of agent for service) | ||
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 13(a) of the Exchange Act. ☐ | ||||||||||||||
EXPLANATORY NOTE
Bally’s Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) to register up to 3,500,000 additional shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), reserved for issuance under the Bally’s Corporation 2021 Equity Incentive Plan, as amended and restated (the “Plan”). The Plan is an amendment and restatement, effective May 15, 2025, of the Bally’s Corporation 2021 Equity Incentive Plan, for which the previously filed registration statement on Form S-8 is effective. In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-256435), filed by the Registrant with the Commission on May 24, 2021.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be delivered to the holders of the Queen Restricted Stock Awards as specified by Rule 428(b)(1) of the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the “Securities Act”).
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Securities and Exchange Commission (the “Commission”), are incorporated into this Registration Statement by reference:
(a)our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed March 17, 2025;
(b)the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A filed April 4, 2025 that are incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2024;
(c)the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed May 12, 2025;
(d)the Registrant’s Current Reports on Form 8-K filed with the Commission on February 13, 2025, March 11, 2025, April 11, 2025 and April 25, 2025 (amending the Form 8-K filed on February 13, 2025); and
(e)the description of the Registrant’s common stock contained in its Form 8-A filed with the Commission on March 27, 2019, as updated by the description of our common stock contained in Exhibit 4.6 to the Form 10-K for the year ended December 31, 2023, and including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (excluding information deemed to be furnished and not filed with the Commission) subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| Exhibit Number | Exhibit Description | |||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 24.1 | ||||||||
| 99.1 | ||||||||
| 107 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island, on this 15th day of July, 2025.
| BALLY’S CORPORATION | |||||||||||
| By: | /s/ Robeson M. Reeves | ||||||||||
| Name: | Robeson M. Reeves | ||||||||||
| Title: | President and Chief Executive Officer | ||||||||||
POWER OF ATTORNEY
The undersigned officers and directors of Bally’s Corporation hereby constitute and appoint each of Robeson M. Reeves and Vladimira Mircheva (with full power to each of them to act alone) as his or her true and lawful attorney-in-fact or attorneys-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments thereto, and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them or any substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Robeson M. Reeves | President, Chief Executive Officer and Director | July 16, 2025 | ||||||||||||
| Robeson M. Reeves | (Principal Executive Officer) | |||||||||||||
| /s/Vladimira Mircheva | Chief Financial Officer | July 16, 2025 | ||||||||||||
| Vladimira Mircheva | (Principal Financial and Accounting Officer) | |||||||||||||
| /s/ Soohyung Kim | Chairman | July 16, 2025 | ||||||||||||
| Soohyung Kim | ||||||||||||||
| /s/ Terrence Downey | Director | July 16, 2025 | ||||||||||||
| Terrence Downey | ||||||||||||||
| /s/ Tracy Harris | Director | July 16, 2025 | ||||||||||||
| Tracy Harris | ||||||||||||||
| /s/ George T. Papanier | Director | July 16, 2025 | ||||||||||||
| George T. Papanier | ||||||||||||||
| /s/ Jaymin B. Patel | Director | July 16, 2025 | ||||||||||||
| Jaymin B. Patel | ||||||||||||||
| /s/ Jeffrey W. Rollins | Director | July 16, 2025 | ||||||||||||
| Jeffrey W. Rollins | ||||||||||||||
| /s/ Wanda Y. Wilson | Director | July 16, 2025 | ||||||||||||
| Wanda Y. Wilson | ||||||||||||||