Item 2.02. Results of Operations and Financial Condition.

On January 18, 2022, PlayAGS, Inc. (the "Company") issued a press release providing preliminary estimated financial and operating data for the fourth quarter and fiscal year ended December 31, 2021. In the press release, the Company also announced that it is exploring a refinancing of its revolving credit facility and term loan credit facilities, which may include increasing the size of the Company's revolving credit facility, extending its debt maturities and using a material amount of cash on the Company's balance sheet that could exceed $50 million in connection with such refinancing. Additionally, the Company announced in the press release that it is targeting to reach a net leverage ratio of less than 4.0x by December 31, 2022. The Company's net leverage ratio target does not contemplate, nor is it dependent upon, a refinancing of its outstanding indebtedness.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On January 18, 2022, the Company also made available a presentation, which includes preliminary estimated financial and operating data for the fourth quarter and fiscal year ended December 31, 2021 (the "Presentation"). Certain slides of the Presentation are available on the Company's website.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure

The information furnished under Item 2.02 above is incorporated into this Item 7.01 by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.



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The information for the fourth quarter and fiscal year ended December 31, 2021 included in this Current Report on Form 8-K, including Exhibit 99.1 hereto referenced below (collectively, the "Current Report"), is preliminary, has been prepared by the Company's management, has not been reviewed or audited by the Company's auditors and represents the best estimates of management based on the information available to them as of the date of this Current Report. The Company is in the process of completing its audit for the fiscal year ended December 31, 2021 and currently anticipates releasing its 2021 fourth quarter and full year results on March 10, 2022, after the market close. As a result, the information for the fourth quarter and fiscal year ended December 31, 2021 included in this Current Report is subject to adjustments, and it is possible that the Company's actual reported financial results may differ from the estimates included in this Current Report due to the completion of audit procedures and final adjustments that may arise between now and the time the Company's financial results for the fourth quarter and fiscal year ended December 31, 2021 are finalized, audited and reported. The Company cannot provide any assurances to you that when the estimated financial information for the fourth quarter and fiscal year ended December 31, 2021 presented in this Current Report is finalized, audited and reported, that such financial information will not be materially different from the information presented herein.

The information in this Current Report contains forward-looking statements based on management's current expectations and projections, which are intended to qualify for the safe harbor of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the public offering and other statements identified by words such as "believe," "will," "may," "might," "likely," "expect," "anticipates," "intends," "plans," "seeks," "estimates," "believes," "continues," "projects," "targets' and similar references to future periods, or by the inclusion of forecasts or projections. All forward-looking statements are based on current expectations and projections of future events. These forward-looking statements reflect the current views, models, and assumptions of the Company, and are subject to various risks and uncertainties that cannot be predicted or qualified and could cause actual results in the Company's performance to differ materially from those expressed or implied by such forward looking statements. These risks and uncertainties include, but are not limited to, the ability of the Company to maintain strategic alliances, unit placements or installations, grow revenue, garner new market share, secure new licenses in new jurisdictions, successfully develop or place proprietary product, comply with regulations, have its games approved by relevant jurisdictions, the effects of COVID-19 on the Company's business and results of operations, and other factors set forth under "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 4, 2021. All forward-looking statements made herein are expressly qualified in their entirety by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Readers are cautioned that all forward-looking statements speak only to the facts and circumstances present as of the date of this Current Report. The Company expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Document 99.1 Press Release dated January 18, 2022, issued by the Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document

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