Basic Stats
| CIK | 1799332 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GAN Limited
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39274 GAN Limited (Exact name of registrant as specified in its charter |
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| May 28, 2025 |
Registration No. 333-238017 Registration No. 333-253102 Registration No. 333-258989 Registration No. 333-278530 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENTS NOS. 333-238017, 333-253102, 333-258989, 333-278530 UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of registrant as specified in its charte |
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| May 28, 2025 |
Registration No. 333-258987 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3ASR REGISTRATION STATEMENT NO. 333-258987 UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of Registrant as specified in its charter) Bermuda Not Applicable (State or jurisdiction of incorporation or organization) (I.R.S. Employer Identification Numb |
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| May 28, 2025 |
Registration No. 333-238017 Registration No. 333-253102 Registration No. 333-258989 Registration No. 333-278530 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENTS NOS. 333-238017, 333-253102, 333-258989, 333-278530 UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of registrant as specified in its charte |
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| May 28, 2025 |
Registration No. 333-238017 Registration No. 333-253102 Registration No. 333-258989 Registration No. 333-278530 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENTS NOS. 333-238017, 333-253102, 333-258989, 333-278530 UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of registrant as specified in its charte |
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| May 28, 2025 |
Registration No. 333-271734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT NO. 333-271734 UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of Registrant as specified in its charter) Bermuda Not Applicable (State or jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) |
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| May 28, 2025 |
Registration No. 333-238017 Registration No. 333-253102 Registration No. 333-258989 Registration No. 333-278530 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENTS NOS. 333-238017, 333-253102, 333-258989, 333-278530 UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of registrant as specified in its charte |
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| May 27, 2025 |
Exhibit 3.1 |
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| May 27, 2025 |
Exhibit 3.2 |
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| May 27, 2025 |
SEGA SAMMY Completes Acquisition of GAN Limited Exhibit 99.1 SEGA SAMMY Completes Acquisition of GAN Limited Las Vegas/Nevada | May 27, 2025: GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that it has completed its merger with an affiliate of SEGA SAMMY HOLDINGS INC. ( |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 GAN Limited (Exact name of registrant as specified in charter) Bermuda 001-39274 Not Applicable 00-0000000 (State or other jurisdiction of incorporation) (Commission File |
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| May 19, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable 00-0000000 (State or other jurisdiction of incorporation) (Commission |
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| May 19, 2025 |
Exhibit 99.1 SEGA SAMMY nears completion of Regulatory Approvals to acquire GAN Closing of Merger expected May 27, 2025 Las Vegas/Nevada | May 19, 2025: GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that SEGA SAMMY HOLDI |
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| May 9, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2025 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable 00-0000000 (State or other jurisdiction of incorporation) (Commission File Number) (I. R. S. Employer Identification No.) |
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| May 9, 2025 |
Exhibit 99.1 GAN Reports First Quarter 2025 Financial Results Strong B2C revenue growth driven by performance in Europe and Latin America Planned Merger with SEGA SAMMY remains on track with expected close in 2Q25 Las Vegas, Nevada | May 9, 2025: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American B2B technology provider of real money internet gaming solutions and a leadin |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limited ( |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 11, 2025 |
Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 14, 2025 |
Exhibit 21.1 Subsidiary Place of Incorporation GAN (UK) Limited England and Wales GAN Nevada, Inc. United States GAN Software Services BG Ltd Bulgaria Lockbox Games Limited England and Wales GAN Digital Ltd Israel GAN Services Limited England and Wales Vincent Group Ltd Malta StayCool OÜ Estonia Polar Ltd Malta DoubleSpin Ltd Guernsey VG Estonia OÜ Estonia CheckBox Limited Malta SureWin Limited Ma |
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| March 14, 2025 |
Exhibit 19.1 POLICY ON INSIDER TRADING AND COMMUNICATIONS WITH THE PUBLIC Adopted January 29, 2021 (last revised January 14, 2025) “Covered Persons” (as defined below) must comply with sections 1-6 and 9-11 of this Policy “Designated Insiders” (as defined below) must comply with Sections 1-11 of this Policy 1. THE NEED FOR A POLICY (Applicable to “Covered Persons” and “Designated Insiders”) This |
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| March 14, 2025 |
Exhibit 99.1 GAN Reports Fourth Quarter and Full Year 2024 Financial Results Continued Improvement in Operating Performance and Cost Structure Drive Strong Results Planned Merger with SEGA SAMMY Expected to Close in 2Q25 EGASAMMY remains expected to close late 2024 or early 2025 Las Vegas, Nevada | March 14, 2025: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American B2B tec |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39274 GAN LIMITED (Exact name o |
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| March 14, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 14, 2025 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (I. R. S. Employer Identification No.) 10845 G |
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| February 7, 2025 |
GAN Announces extension of SEGA SAMMY Merger Agreement Exhibit 99.1 GAN Announces extension of SEGA SAMMY Merger Agreement Las Vegas/Nevada | February 7, 2025: GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that it has entered into an amendment to the merger agreement for the |
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| February 7, 2025 |
Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of February 7, 2025, by and among SEGA SAMMY CREATION INC., a Japanese corporation (“Parent”), Arc Bermuda Limited, a Bermuda exempted company limited by shares and a wholly-owned subsidiary of Parent (“Merger Sub”), and GAN Limited, a Bermuda exe |
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| February 7, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2025 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 21, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 8, 2024 |
Exhibit 99.1 GAN Reports Third Quarter 2024 Financial Results Strong profitability improvement driven by B2B revenues and continued cost rationalization Planned Merger with SEGASAMMY now expected to close in early 2025 EGASAMMY remains expected to close late 2024 or early 2025 Las Vegas, Nevada | November 8, 2024: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American B2B tec |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limit |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 8, 2024 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (I. R. S. Employer Identification No.) 10845 |
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| October 9, 2024 |
Exhibit 99.1 GAN Announces Approval of Merger by the Nevada Gaming Commission Merger with SEGASAMMY remains on track to close in late 2024 or early 2025 Irvine, California | October 9, 2024: GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading international B2C operator of Internet sports betting, |
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| October 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 GAN Limited (Exact Name of Registrant as Specified in Charter) Bermuda 001-39274 Not Applicable (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 9, 2024 |
Exhibit 99.1 GAN Reports Second Quarter 2024 Financial Results Growth in B2B revenues coupled with continued cost rationalization leads to improved results Expected timeline for completion of merger with SEGASAMMY remains on track for late 2024 or early 2025 Irvine, California | August 9, 2024: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American B2B technology provider of |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limited (E |
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| August 9, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 9, 2024 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (I. R. S. Employer Identification No.) 400 Spe |
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| July 16, 2024 |
GAN / GAN Limited / Klein Roger M. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gan Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G3728V109 (CUSIP Number) 7/8/24 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule |
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| June 27, 2024 |
GAN Announces CFIUS Clearance for SEGA SAMMY Merger Exhibit 99.1 GAN Announces CFIUS Clearance for SEGA SAMMY Merger Irvine, California | June 27, 2024): GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that it has received clearance from the Committee on Foreign Investment |
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| June 27, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 GAN Limited (Exact Name of Registrant as Specified in Charter) Bermuda 001-39274 Not Applicable (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 9, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2024 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (I. R. S. Employer Identification No.) 400 Spectr |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limited ( |
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| May 9, 2024 |
Exhibit 99.1 GAN Reports First Quarter 2024 Financial Results Growth in B2B revenues and reduced operating expenses offset by unfavorable B2C sports margin Merger with SegaSammy remains on track to close in Late 2024 or Early 2025 Irvine, California | May 9, 2024: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American B2B technology provider of real money internet gaming solu |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39274 GAN LIMITED |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2024 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number |
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| April 5, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) GAN Limited (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Ordinary Shares, par value $0. |
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| April 5, 2024 |
As filed with the Securities and Exchange Commission on April 5, 2024 As filed with the Securities and Exchange Commission on April 5, 2024 Registration No. |
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| March 13, 2024 |
Exhibit 97.1 GAN Limited Compensation Recovery Policy Adopted and approved on November 29, 2023 and Effective as of December 1, 2023 1. Purpose. GAN Limited, a Bermuda exempted company limited by shares (the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company h |
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| March 13, 2024 |
A&R Employment Agreement, dated March 9, 2023, between the Company and Giuseppe Gardali Exhibit 10.18 Employment Contract (1) GAN (UK) Limited and (2) Giuseppe Gardali Contents 1 Definitions and interpretation 1 2 Employment 3 3 Commencement and duration 4 4 Duties 5 5 Conflicts of interest 6 6 Place of work and travel 6 7 Hours of work 7 8 Remuneration 7 9 Expenses 7 10 Pension 8 11 Other benefits 8 12 Incapacity 8 13 Holidays 9 14 Other paid leave 9 15 Training 10 16 Confidential i |
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| March 13, 2024 |
Employment Agreement, dated October 5, 2023, between the Company and Seamus McGill Exhibit 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of September 26, 2023 (“Effective Date”) between Seamus M. McGill (“Employee”) and GAN Nevada, Inc., including its Affiliates (collectively, the “Company”). Employee and Company shall be referred to collectively as the “Parties” and individually as a “Party.” RECITALS WHEREAS, the Parties previously executed one |
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| March 13, 2024 |
Exhibit 21.1 Subsidiary Place of Incorporation GAN (UK) Limited England and Wales GameAccount Alderney Limited Alderney GAN Nevada, Inc. United States GAN Software Services BG Ltd Bulgaria Lockbox Games Limited England and Wales GAN Digital Ltd Israel GAN Services Limited England and Wales Vincent Group Ltd Malta StayCool OÜ Estonia Polar Ltd Malta DoubleSpin Ltd Guernsey VG Estonia OÜ Estonia Che |
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| March 13, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 13, 2024 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (I. R. S. Employer Identification No.) 400 Spe |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39274 GAN LIMITED (Exact name of regis |
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| March 13, 2024 |
Exhibit 99.1 GAN Reports Fourth Quarter and Full Year 2023 Financial Results Following Shareholder Approval of Merger with Sega Sammy Holdings, the Company Expects Completion of Transaction in Late 2024 or Early 2025 Irvine, California | March 13, 2024: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American B2B technology provider of real money internet gaming solutions and a |
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| February 14, 2024 |
GAN / GAN Limited / Antara Capital LP Passive Investment SC 13G/A 1 formsc13gaganlimited.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GAN Limited (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G3728V109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 GAN Limited (Exact Name of Registrant as Specified in Charter) Bermuda 001-39274 Not Applicable (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 13, 2024 |
Exhibit 99.1 GAN Limited Shareholders Approve SEGA SAMMY Merger Proposal at Special General Meeting of Shareholders Irvine, CA (February 13, 2024)…GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that, at a special general |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 20, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 22, 2023 |
Press Release Dated December 22, 2023 Exhibit 99.1 GAN Announces Changes to its Board of Directors Seamus McGill will step down as Chairman of the Board, David Goldberg to assume Chairman role Company announces the appointment of David D. Ross to its Board of Directors Michael Smurfit to step down from Board of Directors at year end Irvine, California | December 22, 2023: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading N |
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| December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 20, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 22, 2023 |
Exhibit 99.1 GAN Announces Changes to its Board of Directors Seamus McGill will step down as Chairman of the Board, David Goldberg to assume Chairman role Company announces the appointment of David D. Ross to its Board of Directors Michael Smurfit to step down from Board of Directors at year end Irvine, California | December 22, 2023: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading N |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 15, 2023 |
Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of December 15, 2023, by and among SEGA SAMMY CREATION INC., a Japanese corporation (“Parent”), Arc Bermuda Limited, a Bermuda exempted company limited by shares and a wholly-owned subsidiary of Parent (“Merger Sub”), and GAN Limited, a Bermuda exempted company |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 15, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 15, 2023 |
Exhibit 107 Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) GAN Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Value Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to Be Paid $ 95,341,811. |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limit |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num |
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| November 8, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among SEGA SAMMY CREATION INC. ARC BERMUDA LIMITED and GAN LIMITED Dated November 7, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects 3 Section 1.5 Memorandum of Association and Bye-Laws of Surviving Company 3 Section 1.6 Directors and Officers of Surviv |
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| November 8, 2023 |
Exhibit 99.1 GAN Announces Definitive Agreement to be Acquired by SEGA SAMMY CREATION Purchase price of $1.97 per share represents over 120% premium to latest closing price All-cash transaction subject to customary closing conditions, regulatory approvals, and approval of GAN shareholders Irvine, California | November 7, 2023: GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North Ame |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 5, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 25, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File N |
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| August 9, 2023 |
Exhibit 99.1 GAN Reports Second Quarter 2023 Financial Results Successful deployment of GAN Sports continues now live in 9 states Company continues evaluation of strategic alternatives Irvine, California | August 9, 2023: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C opera |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limited (E |
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| August 9, 2023 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 9, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 13, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number |
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| June 2, 2023 |
GAN Limited 1,250,000 Ordinary Shares Offered by the Selling Shareholder Filed pursuant to Rule 424(b)(3) Registration No. 333-271734 PROSPECTUS GAN Limited 1,250,000 Ordinary Shares Offered by the Selling Shareholder This prospectus relates to the resale from time to time of up to 1,250,000 ordinary shares of GAN Limited (the “Company”) of par value $0.01 per share (“Ordinary Shares”) by Ainsworth Game Technology Inc. (“AGT”, or the “Selling Shareholder”), including i |
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| June 1, 2023 |
June 1, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, NE Washington, D.C. 20549 Attention:Aliya Ishmukhamedova Re: GAN Limited Registration Statement on Form S-1 Filed May 8, 2023 File No. 333-271734 Acceleration Request Requested Date: June 2, 2023 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to |
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| May 30, 2023 |
Exhibit 10.14 SUBSCRIPTION AGREEMENT March 29, 2023 Ainsworth Game Technology, Inc. (the “Subscriber”), hereby subscribes as capital in GAN Limited, a Bermuda exempted company limited by shares (the “Company”), to common shares of the Company, as set forth in Section 1 hereof (the “Securities”). The Securities are being offered and issued on the terms set forth in this Subscription Agreement (this |
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| May 30, 2023 |
As filed with the Securities and Exchange Commission on May 30, 2023 As filed with the Securities and Exchange Commission on May 30, 2023 Registration No. |
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| May 10, 2023 |
Exhibit 99.1 GAN Reports First Quarter 2023 Financial Results Balance sheet actions strengthening financial position as strategic review process continues to progress B2C active customers, deposits and turnover remain strong and continue to grow B2B Gross Operator Revenue increases over 40% versus prior year quarter Irvine, California | May 10, 2023: GAN Limited (NASDAQ: GAN) (the “Company” or “G |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limited ( |
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| May 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) GAN LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary Shares, par value $0. |
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| May 8, 2023 |
As filed with the Securities and Exchange Commission on May 8, 2023 Registration No. |
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| April 28, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 19, 2023 |
Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 13, 2023 and effective as of the Effective Date (as defined below) (this “Agreement”), is entered into by and among the Lenders under the Existing Credit Agreement (as defined below) signatory hereto (which Lenders constitute the Required Lenders under the Existing Credit |
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| April 19, 2023 |
Exhibit 10.2 EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of April 13, 2023 and effective as of the Effective Date (as defined below) (this “Agreement”), is entered into by and among the Lenders under the Existing Credit Agreement (as defined below) signatory hereto (which Lenders constitute the Required Lenders under the Existing Credi |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 14, 2023 |
Exhibit 10.13 AMENDED & RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of November 25, 2022 (“Effective Date”) between Brian Chang (“Employee”) and GAN Nevada, Inc., including its Affiliates (collectively, the “Company”). Employee and Company shall be referred to collectively as the “Parties” and individually as a “Party.” RECITALS WHEREAS, the Parties previously |
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| April 14, 2023 |
Exhibit 21.1 Subsidiary Place of Incorporation GAN (UK) Limited England and Wales GameAccount Alderney Limited Alderney GAN Nevada, Inc. United States GAN Software Services BG Ltd Bulgaria Lockbox Games Limited England and Wales GAN Digital Ltd Israel GAN Services Limited England and Wales Vincent Group Ltd Malta StayCool OÜ Estonia Polar Ltd Malta DoubleSpin Ltd Guernsey VG Estonia OÜ Estonia Che |
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| April 14, 2023 |
Separation and Release Agreement, between the Company and Karen Flores, dated December 28, 2022 Exhibit 10.12 |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39274 GAN LIMITED (Exact name of regis |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39274 CUSIP NUMBER G3728V109 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 30, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 30, 2023 |
Exhibit 99.1 GAN Reports Fourth Quarter and Full Year 2022 Financial Results Full year revenue increased 14% driven by strong growth in both B2B and B2C segments B2B gross operator revenue and B2C sports margin, number of active customers remain strong and growing Announces strategic review to evaluate a range of options to maximize shareholder value Irvine, California | March 30, 2023: GAN Limite |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 9, 2023 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number |
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| February 14, 2023 |
EX-99.1 2 d427885dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of Antara Capital LP, Antara Capital GP LLC and Himanshu Gulati, on behalf of each of them of any filing required by such party under |
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| February 14, 2023 |
GAN / Gan Ltd / Antara Capital LP - SC 13G Passive Investment SC 13G 1 d427885dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GAN Limited (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G3728V109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| January 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 28, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 21, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 23, 2022 |
Exhibit 99.1 GAN Announces Departure of Chief Financial Officer Search Process for Next Chief Financial Officer Underway Irvine, California | November 23, 2022: GAN Limited (NASDAQ: GAN) (the ?Company? or ?GAN?), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that it has a |
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| November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 23, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 14, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 14, 2022 |
Exhibit 99.1 GAN Announces the Appointment of Mr. Eric J. Green to its Board of Directors Green brings independent leadership to the board, with deep capital markets and gaming sector expertise Irvine, California | November 14, 2022: GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American B2B technology provider of real money internet gaming solutions and a leading Internation |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 10, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 14, 2022 |
Exhibit 99.1 GAN Reports Third Quarter 2022 Financial Results Launched B2B sports betting technology and managed trading services in the U.S. Focus on profitability and cost rationalization efforts yielding improved efficiency and margins Underlying KPIs in B2B and B2C healthy and growing compared to prior year levels Irvine, California | November 14, 2022: GAN Limited (NASDAQ: GAN) (the ?Company? |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limit |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limited (E |
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| August 15, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb |
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| August 15, 2022 |
Exhibit 99.1 GAN Reports Second Quarter 2022 Financial Results Company remains focused on cost savings measures and building sustainable long-term profitability Development of GAMESTACK 2.0 progressing well and on track for early 2023 launch Company revising full year revenue expectation to $142.5 million to $152.5 million and Adjusted EBITDA expectations to $10 to $15 million Irvine, California | |
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| August 15, 2022 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT among GAN NEVADA, INC., as Borrower, the Lenders from time to time party hereto and ALTER DOMUS (US) LLC, as Agent Dated as of April 26, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 1.2 Accounting Terms and Determinations 50 1.3 Divisions 50 1.4 Other Terms; Headings 50 1.5 Conversion of Foreign Currencies 51 1.6 Rates 52 ART |
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| June 15, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 13, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number |
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| June 13, 2022 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 13, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number |
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| June 13, 2022 |
GAN Announces Extension of Share Repurchase Plan Authorization extended for an additional six months Exhibit 99.1 GAN Announces Extension of Share Repurchase Plan Authorization extended for an additional six months Irvine, California | June 13, 2022: GAN Limited (the ?Company? or ?GAN?) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that its Board of Direct |
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| May 17, 2022 |
GAN Limited 400 Spectrum Center Drive Suite 1900 Irvine, CA 92618 May 17, 2022 GAN Limited 400 Spectrum Center Drive Suite 1900 Irvine, CA 92618 May 17, 2022 VIA EDGAR Ms. |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limited ( |
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| May 16, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 16, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 16, 2022 |
Exhibit 99.1 GAN Reports First Quarter 2022 Financial Results Record Revenue of $37.5 million grew 38% year over year, improved Net Loss of $4.5 million and Adjusted EBITDA of $3 million driven by organic growth & cost rationalization efforts Implementation of cost restructuring initiatives as 2022 focus remains on profitability Company affirms full year revenue expectation of $155 million to $165 |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 29, 2022 |
DEF 14A 1 edge20003492x1def14a.htm DEF14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, f |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 28, 2022 |
GAN Provides Strategic Update and Announces Successful Completion of $30 Million Term Loan Exhibit 99.1 GAN Provides Strategic Update and Announces Successful Completion of $30 Million Term Loan Irvine, California | April 28, 2022: GAN Limited (the ?Company? or ?GAN?) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today provided an update on several strategic ini |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3 |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39274 GAN LIMITED (Exact name of regis |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
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| April 15, 2022 |
Exhibit 21.1 Subsidiary Place of Incorporation GAN (UK) Limited England and Wales GameAccount Alderney Limited Alderney GAN Nevada, Inc. United States GAN Software Services BG Ltd Bulgaria Lockbox Games Limited England and Wales GAN Digital Ltd Israel GAN Services Limited England and Wales Vincent Group Ltd Malta StayCool O? Estonia Polar Ltd Malta DoubleSpin Ltd Guernsey VG Estonia O? Estonia Che |
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| April 15, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 GAN Limited (?we?, or the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), its ordinary shares, $0.01 par value per share, which are listed on the Nasdaq Capital Market under the sy |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39 |
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| April 15, 2022 |
Employment Contract, between the Company and Jan Roos, dated as of January 13, 2022 Exhibit 10.14 EMPLOYMENT CONTRACT NO 141 This employment contract (hereinafter Contract) has been concluded on 06.01.2022 in Tallinn and is effective from 13.01.2022 between VG Estonia O?, registry code ***, located at Paldiski mnt 29, Tallinn 10612, Estonia, e-mail address [email protected] (hereinafter VG Estonia/Employer), represented by GAN Chief Executive Officer Dermot Smurfit and the m |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39274 CUSIP NUMBER G3728V109 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra |
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| March 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 23, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 22, 2022 |
Exhibit 99.1 GAN Reports Preliminary Fourth Quarter and Full Year 2021 Financial Results Full year revenue of $125 million compared to $35 million in 2020 driven by Coolbet and growth in B2B Provides full year 2022 revenue expectations of $155 million to $165 million and AEBITDA expectations of $15 million to $20 million 2022 to focus on execution, cost controls and profitability Announces two new |
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| March 22, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 22, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numbe |
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| January 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2022 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 19, 2022 |
Employment Contract, between the Company and Jan Roos, dated as of January 13, 2021. Exhibit 10.1 EMPLOYMENT CONTRACT NO 141 This employment contract (hereinafter Contract) has been concluded on 06.01.2022 in Tallinn and is effective from 13.01.2022 between VG Estonia O?, registry code 14591789, located at Paldiski mnt 29, Tallinn 10612, Estonia, e-mail address [email protected] (hereinafter VG Estonia/Employer), represented by GAN Chief Executive Officer Dermot Smurfit and t |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File N |
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| December 22, 2021 |
Executive Employment Agreement, between the Company and Sylvia Tiscareño, dated December 19, 2021 Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?) is made as of December 19, 2021, by and between Sylvia Tiscare?o (?Executive?) and GAN Nevada, Inc., including its Affiliates (collectively, the ?Company?). Executive and Company shall be referred to herein, collectively, as the ?Parties? and, individually, as a ?Party.? RECITALS WHEREAS, the Company desi |
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| December 22, 2021 |
Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (?Agreement?) is made as of December 17, 2021, by and between Don Ryan (?Executive?) and GAN Nevada, Inc., including its Affiliates (collectively, the ?Company?) and Executive and Company shall be referred to herein, collectively, as the ?Parties? and, individually, as a ?Party |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 30, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 1, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 1, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num |
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| December 1, 2021 |
GAN?s Technology Platform to Support Top 3 U.S. iGaming & online sports betting operator in Ontario Internet casino & sportsbook expected to launch on ?Day One? of Ontario online market commencement Irvine, California | December 1, 2021: GAN Limited (the "Company" or "GAN") (NASDAQ: GAN), a leading full-service internet gaming software-as-a-service provider to the real money internet gaming, onlin |
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| November 30, 2021 |
-1- GAN Announces Share Repurchase Plan Authorization permits the Company to purchase up to $5 million of ordinary shares Irvine, California | November 30, 2021: GAN Limited (the "Company" or "GAN") (NASDAQ: GAN), a leading full-service internet gaming software-as-a-service provider to the real money internet gaming, online sports betting, and simulated gaming industries, today announced that its Board of Directors has authorized a share repurchase program which permits the Company to purchase up to an aggregate of $5 million of its ordinary shares on the NASDAQ Capital Market. |
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| November 30, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 30, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 12, 2021 |
Employment Agreement with Michael Arouh Exhibit 10.1 Amended and restated EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (?Agreement?) is made as of November 1, 2021, by and between Michael B. Arouh (?Executive?) and GAN Nevada, Inc., including its Affiliates (collectively, the ?Company?) and Executive and Company shall be referred to herein, collectively, as the ?Parties? and, individually, as a |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 11, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 12, 2021 |
GAN Limited 3Q21 Earnings Call Transcript November 11, 2021 GAN Limited 3Q21 Earnings Call Transcript November 11, 2021 Robert Shore, VP, IR & Capital Markets Thank you, Operator, and good afternoon everyone. |
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| November 12, 2021 |
GAN Reports Third Quarter 2021 Financial Results B2B Segment Revenues Grow 5% Sequentially Announced First Sports Betting Customer Red Rock Resorts Subsequent to Quarter-end Outlined Plan to reach $500+ million of revenue by 2026 and set a long-term Adjusted EBITDA margin target of 30-35% at October Investor Event Irvine, California | November 12, 2021: GAN Limited (NASDAQ: GAN) (the ?Company? or ?GAN?), a leading full-service internet gaming software-as-a-service provider to the real-money internet gaming (RMiG), online sports betting, and simulated gaming (SIM) industries, today reported its unaudited financial results for the third quarter ended September 30, 2021. |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39274 GAN Limit |
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| October 15, 2021 |
EX-99.1 2 a2021investoreventdeckfi.htm EX-99.1 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + INVESTOR PRESENTATION OCTOBER 2021 ©2021 GAN Ltd. (NASDAQ: GAN) + + + + + + + + + + + + + |
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| October 15, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 15, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num |
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| August 27, 2021 |
GAN LIMITED PROMOTES Michael B. Arouh TO Chief Legal Officer and Corporate Secretary Exhibit 99.1 GAN LIMITED PROMOTES Michael B. Arouh TO Chief Legal Officer and Corporate Secretary Irvine, California | August 27, 2021: ? GAN Limited (the ?Company? or ?GAN?) (NASDAQ: GAN), announced today that Michael B. Arouh has been promoted to the position of Chief Legal Officer and Corporate Secretary. Mr. Arouh will succeed Todd McTavish on his resignation for personal reasons, which will b |
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| August 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num |
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| August 20, 2021 |
As filed with the Securities and Exchange Commission on August 20, 2021 Registration No. |
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| August 20, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num |
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| August 20, 2021 |
Exhibit 99.1 EXPLANATORY NOTE GAN Limited (?GAN,? the ?Company,? ?we,? ?us,? and ?our?) is filing this exhibit to reflect changes to the presentation of our financial information as set forth in our Annual Report on Form 10-K for the year ended December 31, 2020 (the ?2020 Form 10-K?), as filed with the Securities and Exchange Commission (the ?SEC?) on March 31, 2021, in order to give effect to a |
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| August 20, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introductory Note On January 1, 2021, GAN Limited (the ?Company?) acquired all of the outstanding shares of the Vincent Group p.l.c. (?Coolbet?), a Malta public limited company. Coolbet is a developer and operator of an online sports betting and casino platform. Coolbet operates a business-to-consumer (?B2C?) casino and spor |
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| August 20, 2021 |
As filed with the Securities and Exchange Commission on August 20, 2021 Registration No. |
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| August 20, 2021 |
Exhibit 99.2 INDEPENDENT AUDITOR?S REPORT To the shareholder of Vincent Group Limited Birkirkara, Malta We have audited the consolidated financial statements of Vincent Group Limited (formerly Vincent Group p.l.c.) and its subsidiaries which comprise the consolidated statements of financial position as of December 31, 2020 and 2019, and the consolidated income statements, consolidated statements o |
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| August 16, 2021 |
Exhibit 99.1 GAN Reports Second Quarter 2021 Financial Results Sequential Revenue Growth of 24%, Driven by Strong International Results in B2C Segment Reiterates Revenue Guidance of $125 - $135 Million, or 270% yr/yr Growth at the Mid-point Signed Exclusive Deals with Ainsworth and Incredible Technologies Further Augmenting Content Portfolio Irvine, California | August 16, 2021: GAN Limited (the ? |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39 |
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| August 16, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 16, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 23, 2021 |
Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Com |
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| July 21, 2021 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 20, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number |
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| July 12, 2021 |
Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 7, 2021 |
GAN Announces Strong Preliminary Second Quarter 2021 Results Second quarter revenue expected to be between $34 million and $35 million, increases full year guidance to range of $125 to $135 million Irvine, California | July 7, 2021: GAN Limited (the ?Company? or ?GAN?) (NASDAQ: GAN), a leading full-service internet gaming software-as-a-service (?SaaS?) provider to the real money internet gaming, online sports betting, and simulated gaming industries, today announced strong preliminary results for the second quarter of 2021 driven by its new Business-to-Consumer (?B2C?) segment, which comprises Coolbet. |
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| July 7, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 15, 2021 |
BDO USA’s letter addressed to the U.S. Securities and Exchange Commission dated June 11, 2021 EX-16.1 2 ex16-1.htm Exhibit 16.1 |
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| June 15, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Com |
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| June 11, 2021 |
GAN Appoints Susan Bracey to the Company’s Board of Directors Exhibit 99.1 GAN Appoints Susan Bracey to the Company?s Board of Directors Ms. Bracey brings extensive financial and accounting experience in the technology, media, and entertainment industries IRVINE, Calif., Jun 11, 2021?(BUSINESS WIRE)?GAN Limited (the ?Company? or ?GAN?) (NASDAQ: GAN), a leading full-service internet gaming software-as-a-service provider to the real money internet gaming, onli |
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| June 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number |
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| June 10, 2021 |
GAN Limited Employee Stock Purchase Plan DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities ‘Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, |
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| June 8, 2021 |
Changes in Registrant's Certifying Accountant 8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Comm |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3 |
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| May 17, 2021 |
Exhibit 99.1 GAN Reports First Quarter 2021 Financial Results Total revenues of $27.8 million up 263% versus prior year on B2B growth and addition of Coolbet Strong execution and new customer launches drive 52% growth in B2B revenues versus prior quarter New B2C Segment (Coolbet) outperforms Company?s expectations and delivers $14.3 million in quarterly revenues Content strategy bolstered by long- |
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| May 17, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 17, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 16, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 16, 2021 |
Letter of BDO LLP dated April 16, 2021 EX-16.1 2 ex16-1.htm EXHIBIT 16.1 April 16, 2021 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 16, 2021, to be filed by our former client, GAN Limited. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly |
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| March 31, 2021 |
Exhibit 21.1 Subsidiary Place of Incorporation GAN (UK) Limited England and Wales GameAccount Alderney Limited Alderney GAN Nevada, Inc. United States GAN Software Services BG Ltd Bulgaria Lockbox Games Limited England and Wales GAN Digital Ltd Israel GAN Services Ltd England and Wales Vincent Group p.l.c. Malta StayCool O? Estonia Polar Limited Malta DoubleSpin Ltd Guernsey VG Estonia O? Estonia |
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| March 31, 2021 |
Employment Agreement with Karen Flores EX-10.7 4 ex10-7.htm Exhibit 10.7 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (“Agreement”) is made as of March 1, 2021, by and between Karen Flores (“Executive”) and GAN Nevada, Inc., for the benefit of GAN Nevada, Inc., including its Affiliates (collectively, the “Company”) and Executive and Company shall be referred to herein, col |
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| March 31, 2021 |
Employment Agreement with Todd McTavish Exhibit 10.8 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (?Agreement?) is made as of March 1, 2021, by and between Todd McTavish (?Executive?) and GAN Nevada, Inc., for the benefit of GAN Nevada, Inc., including its Affiliates (collectively, the ?Company?) and Executive and Company shall be referred to herein, collectively, as the ?P |
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| March 31, 2021 |
Employment Agreement with Dermot S. Smurfit Exhibit 10.6 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (?Agreement?) is made as of March 1, 2021, by and between Dermot Smurfit (?Executive?) and GAN Nevada, Inc., for the benefit of GAN Nevada, Inc., including its Affiliates (collectively, the ?Company?) and Executive and Company shall be referred to herein, collectively, as the ? |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2020 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39274 GAN LIMITED (Exact name of registrant as spe |
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| March 31, 2021 |
Employment Agreement with Simon Knock Exhibit 10.9 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (?Agreement?) is made as of March 1, 2021, by and between Simon Knock (?Executive?) and GAN Nevada, Inc., for the benefit of GAN Nevada, Inc., including its Affiliates (collectively, the ?Company?) and Executive and Company shall be referred to herein, collectively, as the ?Par |
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| March 31, 2021 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 GAN Limited (?we?, or the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), its ordinary shares, $0.01 par value per share, which are listed on the Nasdaq Capital Market under the sy |
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| March 31, 2021 |
Employment Agreement with Donald Ryan EX-10.11 8 ex10-11.htm Exhibit 10.11 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (“Agreement”) is made as of March 1, 2021, by and between Don Ryan (“Executive”) and GAN Nevada, Inc., for the benefit of GAN Nevada, Inc., including its Affiliates (collectively, the “Company”) and Executive and Company shall be referred to herein, coll |
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| March 31, 2021 |
Employment Agreement with Jeffrey Berman EX-10.10 7 ex10-10.htm Exhibit 10.10 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (“Agreement”) is made as of March 1, 2021, by and between Jeff Berman (“Executive”) and GAN Nevada, Inc., for the benefit of GAN Nevada, Inc., including its Affiliates (collectively, the “Company”) and Executive and Company shall be referred to herein, c |
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| March 25, 2021 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 GAN Reports Fourth Quarter and Full Year 2020 Financial Results Multiple new client launches and product portfolio expansion support continued strong momentum Integration of Coolbet’s best-in-class B2B sportsbook engine remains on target for mid-year launch in the U.S. Strong start to the year supports 2021 outlook for revenue of $100 - $105 million Irvine, Califo |
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| March 25, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 25, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 15, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 1, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) ( |
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| March 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GAN Limited (Name of Issuer) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G3728V 109 (CUSIP Number) Sir Michael Smurfit Sr. “Le Florestan” 35 boulevard du Larvotto MC98000 Monaco +377 93 15 70 45 (Name, Address and Telephone |
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| February 12, 2021 |
As filed with the Securities and Exchange Commission on February 12, 2021 Registration No. |
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| January 5, 2021 |
Exhibit 99.1 GAN Limited Completes Acquisition of Coolbet Merger combines GAN’s industry leading B2B platform with Coolbet’s best-in-class sportsbook engine, positioning GAN as a full-service B2B solution for real money gaming in the U.S. and as a vertically integrated B2C player in selected international markets Irvine, California | January 4, 2021: GAN Limited (the “Company” or “GAN”) (NASDAQ: G |
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| January 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 1, 2021 GAN Limited (Exact name of registrant as specified in its charter) Bermuda 001-39274 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 21, 2020 |
Current Report of Foreign Issuer - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number 001-39274 GAN LIMITED (Translation of registrant’s name into English) 400 Spectrum Center Drive Suite 1900 Irvine, CA 92618 (702) 964-5777 (Address of Princ |
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| December 21, 2020 |
Exhibit 99.1 GAN Announces Closing of Upsized Follow-on Public Offering and Full Exercise of Underwriter’s Option to Purchase Additional Shares Irvine, California | December 21, 2020: GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading business-to-business supplier of internet gaming software-as-a-service solutions primarily to the U.S. land-based casino industry, today announced the clo |
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| December 17, 2020 |
6,238,658 Ordinary Shares GAN Limited Filed Pursuant to Rule 424(b)(4) Registration No. 333-251163 6,238,658 Ordinary Shares GAN Limited GAN Limited, a Bermuda exempted company limited by shares, is offering 5,855,158 ordinary shares, par value $0.01 per share (“ordinary shares”), and the selling shareholders identified in this prospectus are offering an additional 383,500 ordinary shares. The public offering price of our ordinary sha |
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| December 16, 2020 |
As filed with the U.S. Securities and Exchange Commission on December 16, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of Registrant as specified in its charter) Bermuda 7379 Not Applicable (State or other jurisdiction of incorporation or organization) (Pr |
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| December 15, 2020 |
As filed with the U.S. Securities and Exchange Commission on December 15, 2020. Registration No. 333-251163 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of Registrant as specified in its charter) Bermuda 7379 Not Applicable (State or other jurisdiction of incorpora |
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| December 15, 2020 |
B. Riley Securities, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 December 15, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Edwin Kim, Esq. Re: GAN Limited Registration Statement on Form F-l File No. 333-251163 Dear Mr. Kim: Pursuant to Rule 461 under the Securities Act of 1933, |
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| December 15, 2020 |
GAN Limited 400 Spectrum Center Drive Suite 1900 Irvine, CA 92618 December 15, 2020 GAN Limited 400 Spectrum Center Drive Suite 1900 Irvine, CA 92618 December 15, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| December 15, 2020 |
Form of Underwriting Agreement Exhibit 1.1 GAN LIMITED ORDINARY SHARES, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT December [], 2020 B. Riley Securities, Inc. 11100 Santa Monica Boulevard Suite 800 Los Angeles, CA 90025 Ladies and Gentlemen: GAN Limited, an exempted company limited by shares incorporated in Bermuda (the “Company”), proposes to issue and allot to B. Riley Securities, Inc., as underwriter (the “Underwriter” |
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| December 14, 2020 |
As filed with the U.S. Securities and Exchange Commission on December 14, 2020. Registration No. 333- 251163 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of Registrant as specified in its charter) Bermuda 7379 Not Applicable (State or other jurisdiction of incorpor |
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| December 7, 2020 |
Exhibit 21.1 Subsidiary Place of Incorporation GAN (UK) Limited England and Wales GameAccount Alderney Limited Alderney GAN Nevada, Inc. United States GAN Software Services BG Ltd Bulgaria Lockbox Games Limited England and Wales GAN Digital Ltd Israel GAN Services Ltd England and Wales |
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| December 7, 2020 |
As filed with the U.S. Securities and Exchange Commission on December 7, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of Registrant as specified in its charter) Bermuda 7379 Not Applicable (State or other jurisdiction of incorporation or organization) (Pri |
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| December 7, 2020 |
Form of Optionholder Acceptance Agreement EX-99.7 8 ex99-7.htm FORM OF OPTIONHOLDER ACCEPTANCE AGREEMENT Exhibit 99.7 THE INFORMATION CONTAINED IN THIS ACCEPTANCE AGREEMENT IS CONFIDENTIAL AND IS BEING PROVIDED TO THE HOLDERS OF EQUITY INTERESTS OF VINCENT GROUP P.L.C. (“COOLBET”) FOR THE PURPOSE OF DISCLOSING RELEVANT INFORMATION ABOUT THE EXCHANGE OFFER AND THE RELATED TRANSACTIONS DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN IS N |
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| December 7, 2020 |
Exhibit 99.2 EXECUTION VERSION SHARE EXCHANGE AGREEMENT BY AND AMONG GAN LIMITED, VINCENT GROUP PLC, THE SHAREHOLDERS OF VINCENT GROUP PLC, AND THE SELLERS’ REPRESENTATIVE Dated as of November 15, 2020 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) is made and entered into as of November 15, 2020 (the “Execution Date”), by and among GAN Limited, a Bermuda public limited |
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| December 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (“Filer”): GAN Limited: B. (1) This is an (check one): ☒ original filing for the Filer. ☐ amended filing for the Filer (2) Check following box if you are filing the Form F-X in paper in accordance with Regulation S-T Rule 10 |
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| December 7, 2020 |
Engagement letter with Shareholder Representative Services Exhibit 99.8 |
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| December 7, 2020 |
EX-4.2 2 ex4-2.htm Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of December 3, 2020, by and among GAN Limited, a Bermuda exempted company (the “Company”), and the equity security holders of the Company as identified on Schedule A hereto the “Selling Stockholders”), with respect to the following facts: A. The Company is c |
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| December 7, 2020 |
2020 Equity Incentive Plan of GAN Limited, as amended EX-10.1 3 ex10-1.htm Exhibit 10.1 GAN LIMITED 2020 EQUITY INCENTIVE PLAN (as amended on July 2, 2020) SECTION 1. INTRODUCTION. The purpose of the Plan is to promote the long-term success of the Company and the creation of shareholder value by offering Selected Service Providers an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, and to enco |
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| December 7, 2020 |
Exchange Offer to Vincent Group plc Exhibit 99.1 Exchange Offer to Vincent Group p.l.c. We are GAN Limited, a Bermuda public company (“GAN”) and are delighted to have entered into a Share Exchange Agreement dated November 15, 2020 (the “Share Exchange Agreement”) with Vincent Group p.l.c., a Malta public limited company (“Coolbet”) where GAN has offered to acquire all of the outstanding equity interests in Coolbet (along with all of |
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| December 7, 2020 |
Form of Shareholder Acceptance Agreement EX-99.5 HOLDERS RTS 6 ex99-5.htm FORM OF SHAREHOLDER ACCEPTANCE AGREEMENT Exhibit 99.5 THE INFORMATION CONTAINED IN THIS ACCEPTANCE AGREEMENT IS CONFIDENTIAL AND IS BEING PROVIDED TO THE HOLDERS OF EQUITY INTERESTS OF VINCENT GROUP P.L.C. (“COOLBET”) FOR THE PURPOSE OF DISCLOSING RELEVANT INFORMATION ABOUT THE EXCHANGE OFFER AND THE RELATED TRANSACTIONS DESCRIBED HEREIN. THE INFORMATION CONTAINED |
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| December 7, 2020 |
GAN Limited Employee Stock Purchase Plan EX-10.5 4 ex10-5.htm Exhibit 10.5 GAN LIMITED EMPLOYEE STOCK PURCHASE PLAN 1. Establishment and Purpose of Plan. The Company has adopted this Plan to grant options for the purchase of the Company’s Shares to Eligible Employees of the Company and its Participating Corporations. In addition, the Plan authorizes the grant of options pursuant to Foreign Plans or sub-plans or special rules adopted by t |
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| December 7, 2020 |
Exhibit 99.4 FAQ Shareholders Intended Closing Date = 31.01.2021 1. What do I need to sign to accept the offer? Couple of documents, which will highlight the most important terms and info about your shareholdings. 2. How will the signing of the agreement for each shareholder be done? Signatures and entering bank details is done through the online portal of SRS Acquiom. You will receive an email in |
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| December 7, 2020 |
Exhibit 99.3 JOINDER AGREEMENT This Joinder Agreement relates to the Share Exchange Agreement, dated November 15, 2020, (the “Share Exchange Agreement”), by and among GAN Limited, a Bermuda public limited company, Vincent Group p.l.c., a Malta public limited company (the “Company”), the Sellers’ Representative and each of the other parties who have joined or will join the Share Exchange Agreement |
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| December 7, 2020 |
Exhibit 99.6 FAQ Option Holders Intended Closing Date = 31.01.2021 1. 2020 Q4 exercise: what happens with the exercise process now after the company is sold? You will be compensated the same way as shareholders, ref emails sent to [email protected]. 2. 2020 Q4 exercise: do I still need to transfer the money by 4th of December as asked initially in order to exercise? No need. For those that |
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| December 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [X] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [ ] Exchange Act Ru |
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| November 16, 2020 |
Current Report of Foreign Issuer - 6-K 1 form6-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number 001-39274 GAN Limited (Translation of Registrant’s Name into English) 400 Spectrum Center Drive Suite 1900 Irvine, CA 92618 (702) 964-5777 |
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| November 16, 2020 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 GAN Reports Third Quarter 2020 Financial Results New Customer Wins and Readiness for Michigan Launch Drives 86% Year-over-Year Increase in Quarterly Revenue Coolbet acquisition to bring additional scale and provides near-turnkey capabilities in Online Sports Betting to enhance GAN’s Business-to-Business platform offerings Irvine, California | November 16, 2020: GA |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number 001-39274 GAN LIMITED (Translation of registrant?s name into English) 400 Spectrum Center Drive Suite 1900 Irvine, CA 92618 +1.702.964.5777 (Address of Prin |
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| November 16, 2020 |
EXHIBIT 99.1 SHARE EXCHANGE AGREEMENT BY AND AMONG GAN LIMITED, VINCENT GROUP PLC, THE SHAREHOLDERS OF VINCENT GROUP PLC, AND THE SELLERS? REPRESENTATIVE Dated as of November 15, 2020 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this ?Agreement?) is made and entered into as of November 15, 2020 (the ?Execution Date?), by and among GAN Limited, a Bermuda public limited company (the ?Buye |
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| November 16, 2020 |
Exhibit 99.2 GAN Limited Announced Agreement to Acquire Coolbet Acquisition of Coolbet?s best-in-class international sportsbook engine provides GAN with a full-service solution to real money gaming in U.S. Combination brings additional scale, geographical reach and offers new market opportunities for GAN?s B2B technology and a new vertical through B2C Irvine, California | November 16, 2020: GAN Li |
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| August 20, 2020 |
Current Report of Foreign Issuer - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2020 Commission File Number 001-39274 GAN Limited (Exact Name of Registrant as Specified in Its Charter) Axe & Bottle Court 70 Newcomen Street London SE1 1YT +44 (0) 20 72926262 (Address |
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| August 20, 2020 |
GAN Reports Second Quarter 2020 Financial Results Company to Host Conference Call Today at 4:30pm ET Exhibit 99.1 GAN Reports Second Quarter 2020 Financial Results Company to Host Conference Call Today at 4:30pm ET London, August 20, 2020: GAN Limited (“GAN” or the “Company”) (NASDAQ: GAN), a leading business-to-business supplier of internet gambling software-as-a-service solutions to the U.S. land-based casino industry, today announced its operating and financial results for the three and six mo |
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| June 16, 2020 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 GAN Reports First Quarter 2020 Financial Results Company to Host Conference Call Wednesday, June 17, 2020, at 11:00am ET London | June 16, 2020: GAN Limited (“GAN” or the “Company”) (NASDAQ: GAN), a leading business-to-business supplier of internet gambling software-as-a-service solutions to the U.S. land-based casino industry, today announced its operating and fi |
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| June 16, 2020 |
Current Report of Foreign Issuer - 6-K 1 form6-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2020 Commission File Number 000-1799332 GAN Limited (Exact Name of Registrant as Specified in Its Charter) Axe & Bottle Court 70 Newcomen Street London SE1 1YT +44 (0) 20 |
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| June 2, 2020 |
Exhibit 99.3 Power of Attorney The undersigned hereby severally constitute and appoint Dermot Smurfit and Michael Smurfit, Jr., and each of them, as the undersigned?s true and lawful attorneys-in-fact and agents to execute and file with the Securities and Exchange Commission any Schedule 13D and any amendments to the foregoing and any related documentation which may be required to be filed in the |
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| June 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GAN Limited (Name of Issuer) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G3728V 109 (CUSIP Number) Sir Michael Smurfit Sr. Le Sardanapale 2 Avenue Princesse Grace MC98000 Monaco +377 93 15 70 45 (Name, Address and Telephone N |
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| June 2, 2020 |
EX-99.2 2 ex99-2.htm Exhibit 99.2 Agreement of Joint Filing The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknow |
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| May 14, 2020 |
SC 13D 1 sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GAN Limited (Name of Issuer) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G3728V 109 (CUSIP Number) Dermot Smurfit c/o GAN Limited 400 Spectrum Center Drive Suite 1900 Irvine, CA 92618 (702) 988-8443 (Name, |
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| May 7, 2020 |
Exhibit 99.1 GAN Limited Announces Closing of IPO and Full Exercise of Underwriters’ Option to Purchase Additional Shares London | May 7, 2020: GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading business-to-business supplier of internet gambling software-as-a-service solutions primarily to the US land-based casino industry, today announced the closing of its previously announced upsized |
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| May 7, 2020 |
Current Report of Foreign Issuer - 6-K 1 form6-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2020 Commission File Number 001-39274 GAN LIMITED (Translation of registrant's name into English) Axe & Bottle Court 70 Newcomen Street London SE1 1YT +44 (0) 20 72926262 |
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| May 5, 2020 |
2020 Equity Incentive Plan U.K. Sub-Plan - Enterprise Management Incentive Plan Option Agreement Exhibit 4.3.7 GAN LIMITED 2020 EQUITY INCENTIVE PLAN UK SUB-PLAN ENTERPRISE MANAGEMENT INCENTIVE PLAN OPTION AGREEMENT The Company hereby grants an Option to purchase Shares to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet and the attached Enterprise Management Incentive Option Agreement (together, this “Agreement”) and in the GAN Limited 2020 E |
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| May 5, 2020 |
2020 Equity Incentive Plan of GAN Limited Exhibit 4.3 GAN LIMITED 2020 EQUITY INCENTIVE PLAN SECTION 1. INTRODUCTION. The purpose of the Plan is to promote the long-term success of the Company and the creation of shareholder value by offering Selected Service Providers an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, and to encourage such Selected Service Providers to continue t |
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| May 5, 2020 |
6,380,000 Ordinary Shares GAN Limited Filed Pursuant to Rule 424(b)(4) Registration No. 333-237372 6,380,000 Ordinary Shares GAN Limited This is the initial public offering of ordinary shares, par value $0.01 per share (the “ordinary shares”), of GAN Limited, a Bermuda exempted company limited by shares. The initial public offering price of our ordinary shares is $8.50 per ordinary share. We have received approval to list our ordinary |
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| May 5, 2020 |
As filed with the Securities and Exchange Commission on May 5, 2020 Registration No. |
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| May 5, 2020 |
2020 Equity Incentive Plan U.K. Sub-Plan - Company Share Plan Option Agreement Exhibit 4.3.6 GAN LIMITED 2020 EQUITY INCENTIVE PLAN UK SUB-PLAN COMPANY SHARE OPTION PLAN OPTION AGREEMENT The Company hereby grants an Option to purchase Shares to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet and the attached Company Share Option Plan Option Agreement (together, this “Agreement”) and in the GAN Limited 2020 Equity Incentive P |
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| May 5, 2020 |
Power of Attorney – GAN Limited Directors Exhibit 24.1 POWER OF ATTORNEY – GAN LIMITED DIRECTORS KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors of GAN LIMITED, a Bermuda exempted company limited by shares (the “Company”), hereby nominates and appoints DERMOT SMURFIT and KAREN FLORES, and each of them acting or signing singly, as his agents and attorneys-in-fact (the “Agents”), in his respective name and in the |
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| May 5, 2020 |
2020 Equity Incentive Plan U.K. Sub-Plan - Company Share Option Plan Exhibit 4.3.5 GAN LIMITED 2020 EQUITY INCENTIVE PLAN UK SUB-PLAN COMPANY SHARE OPTION PLAN (CSOP) As permitted by Section 3b)(x) of the Plan, the Committee has adopted this UK sub-plan under which Options may be granted to UK employees which provide tax advantageous treatment under UK law. This sub-plan, known as the GAN Limited 2020 Equity Incentive Plan (Company Share Option Plan) is documented |
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| May 5, 2020 |
2020 Equity Incentive Plan U.K. Sub-Plan - Enterprise Management Incentive Plan (EMI) Exhibit 4.3.8 GAN LIMITED 2020 EQUITY INCENTIVE PLAN UK SUB-PLAN ENTERPRISE MANAGEMENT INCENTIVE PLAN (EMI) As permitted by Section 3(b)(x) of the Plan, the Committee has adopted this UK sub-plan under which Options may be granted to UK employees which provide tax advantageous treatment under UK law. This sub-plan, known as the GAN Limited 2020 Equity Incentive Plan (Enterprise Management Incentiv |
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| May 1, 2020 |
As filed with the U.S. Securities and Exchange Commission on May 1, 2020. Registration No. 333-237372 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GAN Limited (Exact name of Registrant as specified in its charter) Bermuda 7379 Not Applicable (State or other jurisdiction of incorporation o |
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| May 1, 2020 |
B. Riley FBR, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 May 1, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Edwin Kim, Esq. Re: GAN Limited Registration Statement on Form F-l File No. 333-237372 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as am |
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| May 1, 2020 |
GAN Limited Axe & Bottle Court 70 Newcomen Street London SE1 1YT May 1, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| April 27, 2020 |
2020 Equity Incentive Plan – Form of Restricted Stock Unit Agreement GAN LIMITED 2020 EQUITY INCENTIVE PLAN STOCK UNIT AGREEMENT The Company hereby awards Stock Units to the Participant named below. |
