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GAN Limited Form 8-K: Current report

GAN Limited Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2025-05-27: Form 8-K; Period of report 2025-05-27; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 2.01.
  • 2025-05-19: Form 8-K; Period of report 2025-05-19; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2025-05-09: Form 8-K; Period of report 2025-05-09; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2025-04-11: Form 8-K; Period of report 2025-04-11; Description 5.08 Shareholder Director Nominations; Details 5.08.
FiledFormPeriod of reportDescriptionDetailsDocument
2025-05-278-K2025-05-272.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure2.01 On the May 27, 2025 (the “Closing Date”), pursuant to and in accordance with the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent.
3.01 In connection with the consummation of the transaction described in Item 2.01 of this Current Report on Form 8-K, which is incorporated by reference herein, GAN notified The Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq (i) halt trading in the Shares, (ii) suspend trading of and delist the Shares and (iii) file with the SEC a notification of removal from listing and/or registration on Form 25 to effect the delisting of all Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
3.03 The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
5.01 The information set forth in the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
5.02 Pursuant to the terms of the Merger Agreement, at the Effective Time, each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the memorandum of association and bye-laws of Merger Sub became the memorandum of association and bye-laws of the Company.
7.01 On May 27, 2025, the Company issued a press release announcing the completion of the Merger.
form8-k.htm
2025-05-198-K2025-05-197.01 Regulation FD Disclosure7.01 On May 19, 2025, GAN Limited issued a press release announcing that, subject to completion of final conditions, its planned merger with SEGA SAMMY CREATION INC., an affiliate of SEGA SAMMY HOLDINGS INC., is expected to take place on or about May 27, 2025.form8-k.htm
2025-05-098-K2025-05-092.02 Results of Operations and Financial Condition2.02 On May 9, 2025, GAN Limited (the “Company”) issued an earnings release reporting its unaudited financial results for the three and three months ended March 31, 2025.form8-k.htm
2025-04-118-K2025-04-115.08 Shareholder Director Nominations5.08 GAN Limited (the “Company”) today announced that the Company’s board of directors has set June 26, 2025 as the date for the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”).form8-k.htm
2025-03-148-K2025-03-142.02 Results of Operations and Financial Condition2.02 On March 14, 2025, GAN Limited (the “Company”) issued an earnings release reporting its unaudited financial results for the three and twelve months ended December 31, 2024.form8-k.htm
2025-02-078-K2025-02-071.01 Entry into a Material Definitive Agreement1.01 On February 7, 2025, GAN Limited, a Bermuda exempted company limited by shares (the “Company”), entered into a Second Amendment to Agreement and Plan of Merger (the “Amendment”) with SEGA SAMMY CREATION INC., a Japanese corporation (“Parent”), and Arc Bermuda Limited, a Bermuda exempted company limited by shares and a wholly-owned subsidiary of Parent (“Merger Sub”).form8-k.htm
2025-01-218-K2025-01-143.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On January 14, 2025, GAN Limited (the “Company”), received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the rules for continued listing as set forth in Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G) due to the Company not having held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end.form8-k.htm
2024-11-088-K2024-11-082.02 Results of Operations and Financial Condition2.02 On November 8, 2024, GAN Limited (the “Company”) issued an earnings release reporting its unaudited financial results for the three and nine months ended September 30, 2024.form8-k.htm
2024-10-098-K2024-10-097.01 Regulation FD Disclosure7.01 On October 9, 2024, GAN Limited issued a press release announcing clearance from the Nevada Gaming Commission for the proposed merger of GAN and a subsidiary of SEGA SAMMY CREATION INC., an affiliate of SEGA SAMMY HOLDINGS INC.form8-k.htm
2024-08-098-K2024-08-092.02 Results of Operations and Financial Condition2.02 On August 9, 2024, GAN Limited (the “Company”) issued an earnings release reporting its unaudited financial results for the three and six months ended June 30, 2024.form8-k.htm
2024-06-278-K2024-06-277.01 Regulation FD Disclosure7.01 On June 27, 2024, GAN Limited issued a press release announcing clearance from the Committee on Foreign Investment in the United States for the proposed merger of GAN and a subsidiary of SEGA SAMMY CREATION INC., an affiliate of SEGA SAMMY HOLDINGS INC.form8-k.htm
2024-05-098-K2024-05-092.02 Results of Operations and Financial Condition2.02 On May 9, 2024, GAN Limited (the “Company”) issued an earnings release and held a conference call reporting its unaudited financial results for the three months ended March 31, 2024.form8-k.htm
2024-04-058-K2024-04-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 As previously reported by GAN Limited (the “Company”), effective November 25, 2022, Brian Chang was appointed as Interim Chief Financial Officer of the Company.form8-k.htm
2024-03-138-K2024-03-132.02 Results of Operations and Financial Condition2.02 On March 13, 2024, GAN Limited (the “Company”) issued an earnings release reporting its unaudited financial results for the fourth quarter and full year ended December 31, 2023.form8-k.htm
2024-02-138-K2024-02-135.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure5.07 The proposals are more fully described in GAN’s definitive proxy statement filed with the Securities and Exchange Commission on January 9, 2024, and mailed to shareholders entitled to vote at the meeting.
7.01 On February 13, 2024, GAN issued a press release announcing the approval of the Merger Proposal by its shareholders.
form8-k.htm
2023-12-228-K2023-12-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective December 20, 2023, David D. Ross was appointed to the board of directors (the “Board”) of GAN Limited (the “Company”), as a Class I Director, who will serve until the 2024 annual meeting of shareholders.form8-k.htm
2023-12-158-K2023-12-151.01 Entry into a Material Definitive Agreement1.01 Entry into Material Definitive Agreement.form8-k.htm
2023-11-088-K2023-11-071.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into Material Definitive Agreement.
8.01 The Company issued a press release in connection with the entry into the Merger Agreement.
form8-k.htm
2023-10-108-K2023-10-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 As previously reported by GAN Limited (the “Company”), effective September 26, 2023, Seamus McGill was appointed as Interim Chief Executive Officer of the Company.form8-k.htm
2023-09-268-K2023-09-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On September 25, 2023, GAN Limited (the “Company”) accepted the resignation of Dermot Smurfit, as the Company’s Chief Executive Officer and as a director of the Company and its operating subsidiaries.
7.01 Mr. McGill will assume leadership of all of the Company’s executive functions, including leading the Company’s strategic process.
form8-k.htm
2023-08-098-K2023-08-092.02 Results of Operations and Financial Condition2.02 On August 9, 2023, GAN Limited (the “Company”) issued an earnings release reporting its unaudited financial results for the three and six months ended June 30, 2023.form8-k.htm
2023-06-158-K2023-06-135.07 Submission of Matters to a Vote of Security Holders5.07 At the Annual Meeting of Shareholders (the “Annual Meeting”) of GAN Limited (the “Company”) on June 13, 2023, the shareholders considered three proposals, each of which is described in more detail in the Company’s 2023 definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023 for the Annual Meeting.form8-k.htm
2023-05-108-K2023-05-102.02 Results of Operations and Financial Condition2.02 On May 10, 2023, GAN Limited (the “Company”) issued an earnings release and held a conference call reporting its unaudited financial results for the three months ended March 31, 2023.form8-k.htm
2023-04-198-K2023-04-131.01 Entry into a Material Definitive Agreement1.01 On April 13, 2023 GAN Limited (“GAN”) and certain of its affiliates and other third parties entered into three agreements with respect to the Credit Agreement dated April 26, 2022 (the “Credit Agreement”), with BPC Lending I LLC, an affiliate of Beach Point Capital Management LP (“Beach Point”), as lender, and Alter Domus (US) LLC, as agent with respect to a $30 million term loan, as described below.form8-k.htm
2023-03-308-K2023-03-302.02 Results of Operations and Financial Condition2.02 On March 30, 2023, GAN Limited (the “Company”) issued an earnings release and held a conference call reporting its unaudited financial results for the fourth quarter and full year ended December 31, 2022.form8-k.htm
2023-03-158-K2023-03-095.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 9, 2023, Giuseppe Gardali was promoted to the office of President, B2B, where he will assume primary responsibility for managing GAN Limited’s (the “Company”) global B2B operating segment.form8-k.htm
2023-01-068-K2022-12-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 As previously reported by GAN Limited (the “Company”), effective November 25, 2022, Brian Chang was promoted to Interim Chief Financial Officer.form8-k.htm
2023-01-048-K2022-12-285.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 28, 2022, GAN Limited (the “Company”) entered into a separation and release agreement (the “Separation Agreement”) with Karen E. Flores, the Company’s former Chief Financial Officer.form8-k.htm
2022-12-228-K2022-12-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective December 21, 2022, GAN Limited’s (the “Company”) President, Enterprise Solutions, Don Ryan, is no longer with the Company.form8-k.htm
2022-11-238-K2022-11-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 23, 2022, GAN Limited (the “Company”) confirmed that it has accepted the resignation of Karen E. Flores, the Company’s Chief Financial Officer, effective November 25, 2022.form8-k.htm
2022-11-148-K2022-11-142.02 Results of Operations and Financial Condition2.02 On November 14, 2022, GAN Limited (the “Company”) issued an earnings release and held a conference call reporting its unaudited financial results for the three and nine months ended September 30, 2022.form8-k.htm
2022-11-148-K2022-11-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective November 10, 2022, Eric Green was appointed to the board of directors (the “Board”) of GAN Limited (the “Company”), as a Class III Director, who will serve until the 2023 annual meeting of shareholders.form8-k.htm
2022-08-158-K2022-08-152.02 Results of Operations and Financial Condition2.02 On August 15, 2022, GAN Limited (the “Company”) issued an earnings release and held a conference call reporting its unaudited financial results for the three and six months ended June 30, 2022.form8-k.htm
2022-06-158-K2022-06-135.07 Submission of Matters to a Vote of Security Holders5.07 At the Annual Meeting of Shareholders (the “Annual Meeting”) of GAN Limited (the “Company”) on June 13, 2022, the shareholders considered and approved two proposals, each of which is described in more detail in the Company’s 2022 definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2022 for the Annual Meeting.form8-k.htm
2022-06-138-K2022-06-138.01 Other Events8.01 On June 13, 2021, GAN Limited (the “Company”) announced that its Board of Directors re-authorized and extended a share repurchase program which permits the Company to purchase up to an aggregate of $5 million of its common stock.form8-k.htm
2022-05-168-K2022-05-162.02 Results of Operations and Financial Condition2.02 On May 16, 2022, GAN Limited (the “Company”) issued an earnings release and held a conference call reporting its unaudited financial results for the three months ended March 31, 2022.form8-k.htm
2022-04-288-K2022-04-261.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On April 26, 2022, GAN Nevada, Inc. (the “Borrower”), a wholly-owned subsidiary of GAN Limited (the “Company”), entered into a Credit Agreement dated as of April 26, 2022 (the “Credit Agreement”) with BPC Lending I LLC, an affiliate of Beach Point Capital Management LP (the “Lender”) and Alter Domus (US) LLC, as agent for the Lender.
2.03 The disclosure required by this Item 2.03 is included in Item 1.01 above and is incorporated herein by reference.
form8-k.htm
2022-03-298-K2022-03-234.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 On March 23, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) of GAN Limited (the “Company”), after discussion with the management of the Company, concluded that the Company’s previously issued unaudited condensed consolidated financial statements for the periods ended June 30, 2021 and September 30, 2021 (such reports, the “2021 2Q and 3Q Financial Statements”) should be restated and no longer relied upon.form8-k.htm
2022-03-228-K2022-03-222.02 Results of Operations and Financial Condition2.02 On March 22, 2022, GAN Limited (the “Company”) issued an earnings release announcing its preliminary unaudited financial results for the fourth quarter and full year ended December 31, 2021.form8-k.htm
2022-01-198-K2022-01-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 13, 2022, Jan Roos, age 41, was promoted to the office of Chief Technology Officer of GAN Limited (“GAN”), where he will oversee all technical aspects and technological resources of the company, establish a technological vision for the company, and lead GAN’s global technological development.form8-k.htm
2021-12-228-K2021-12-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 17, 2021, Donald Ryan, age 53 was promoted to the office of President, Enterprise Solutions, where he will assume primary responsibility for managing GAN’s global B2B operating segment.form8-k.htm
2021-12-038-K2021-11-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 GAN Limited announces that Jeffrey Berman, Chief Commercial Officer of GAN Limited, has given notice of his resignation as of November 30, 2021.gan-20211130.htm
2021-12-018-K2021-12-018.01 Other Events8.01 On December 1, 2021, GAN Limited (the “Company”) issued a blog post announcing the execution of an agreement with a top-three ranked U.S. market position 'podium player' business-to-consumer operator of U.S. online casino gaming ("iGaming") and sports betting, by commonly-accepted U.S. market metrics, to deploy the Company's platform which is already certified for sports betting and iGaming in various U.S. states.gan-20211201.htm
2021-11-308-K2021-11-308.01 Other Events8.01 On November 30, 2021, GAN Limited (the “Company”) announced that its Board of Directors authorized a share repurchase program which permits the Company to purchase up to an aggregate of $5 million of its common stock.gan-20211130.htm
2021-11-128-K2021-11-112.02 Results of Operations and Financial Condition2.02 On November 11, 2021, GAN Limited (the “Company”) issued an earnings release and held a conference call reporting its unaudited financial results for the three and nine months ended September 30, 2021.gan-20211111.htm
2021-10-158-K2021-10-157.01 Regulation FD Disclosure7.01 On October 15, 2021, GAN Limited (the “Company”) will host a virtual Investor Event at 11:00 am Eastern Time.gan-20211015.htm
2021-08-278-K2021-08-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 27, 2021, the Board of Directors appointed Michael B. Arouh to the position of Chief Legal Officer, Secretary and Senior Vice President.form8-k.htm
2021-08-268-K2021-08-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 20, 2021, Todd McTavish, our Chief Legal Officer, notified us of his intention to resign for personal reasons.form8-k.htm
2021-08-208-K2021-08-208.01 Other Events8.01 GAN Limited (“we,” “us,” and “our”) is filing this Current Report on Form 8-K (the “Form 8-K”) 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 change in our segment reporting.form8-k.htm
2021-08-168-K2021-08-162.02 Results of Operations and Financial Condition2.02 On August 16, 2021, GAN Limited (the “Company”) issued an earnings release announcing its financial results for the three and six months ended June 30, 2021.gan-20210816.htm
2021-07-238-K/A2021-06-024.01 Changes in Registrant's Certifying Accountant4.01 On June 2, 2021, GAN Limited (the “Company”), received notice from BDO USA, LLP (“BDO USA”) that it had ceased providing services as the Company’s independent registered public accounting firm effective May 27, 2021, as a result of the audit committee’s notification to BDO USA of its dismissal.form8-ka.htm
2021-07-218-K2021-07-205.07 Submission of Matters to a Vote of Security Holders5.07 At the Company’s Annual General Meeting of Shareholders held on July 20, 2021, the shareholders considered and approved three proposals, each of which is described in more detail in the Company’s 2021 definitive proxy statement filed with the Securities and Exchange Commission on June 10, 2021 for the Annual General Meeting of Shareholders.gan-20210720.htm
2021-07-128-K2021-07-074.01 Changes in Registrant's Certifying Accountant4.01 On July 7, 2021, the Audit Committee and the Board of Directors of GAN Limited (the “Company”) approved the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm, effective immediately.gan-20210707.htm
2021-07-078-K2021-07-072.02 Results of Operations and Financial Condition2.02 On July 7, 2021, GAN Limited (the “Company”) issued a press release announcing certain preliminary results for the three months ended June 30, 2021.gan-20210707.htm
2021-06-158-K/A2021-06-024.01 Changes in Registrant's Certifying Accountant4.01 On June 2, 2021, GAN Limited (the “Company”), received notice from BDO USA, LLP (“BDO USA”) that it had ceased providing services as the Company’s independent registered public accounting firm effective May 27, 2021, as a result of the audit committee’s notification to BDO USA of its dismissal.form8-ka.htm
2021-06-118-K2021-06-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On June 8, 2021, upon recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of GAN Limited (the “Company”) appointed Susan Bracey to serve as (i) a Class 1 director of the Company, with a term of office expiring at the 2024 annual meeting of shareholders, and (ii) a member of the Audit Committee of the Board.form8-k.htm
2021-06-088-K2021-06-024.01 Changes in Registrant's Certifying Accountant4.01 On June 2, 2021, GAN Limited (the “Company”), received notice from BDO USA, LLP (“BDO USA”) that it had ceased providing services as the Company’s independent registered public accounting firm effective May 27, 2021, as a result of the audit committee’s notification to BDO USA of its dismissal.form8-k.htm
2021-05-178-K2021-05-172.02 Results of Operations and Financial Condition2.02 On May 17, 2021, GAN Limited (the “Company”) issued an earnings release announcing its financial results for the three months ended March 31, 2021.gan-20210517.htm
2021-04-168-K2021-04-164.01 Changes in Registrant's Certifying Accountant4.01 On April 16, 2021, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of GAN Limited (the “Company”) accepted the resignation of BDO LLP (“BDO UK”) as the Company’s independent registered public accounting firm, effective immediately.form8-k.htm
2021-03-258-K2021-03-252.02 Results of Operations and Financial Condition2.02 On March 25, 2021, GAN Limited (the “Company”) issued an earnings release announcing its financial results for the year ended December 31, 2020.form8-k.htm
2021-03-158-K/A2021-01-019.01 Financial Statements and Exhibits9.01 Reference is made to the Form F-1 Registration Statement (File No. 333-251163), initially filed by GAN Limited on December 7, 2020 (the “Form F-1”), which included (i) the audited consolidated financial statements of Coolbet as of December 31, 2019 and 2018 and for each of the two years in the period ended December 31, 2019 and (ii) the unaudited consolidated financial statements of Coolbet, including Coolbet’s consolidated statement of financial position as of September 30, 2020 and its results of operations, its cash flows and changes in equity for the nine months ended September 30, 2020 and 2019, and the notes related thereto, all of which are incorporated herein by reference.form8ka.htm
2021-01-058-K2021-01-012.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure2.01 On January 1, 2021, GAN Limited completed its acquisition of Vincent Group p.l.c., a Malta public limited company (“Coolbet”), in accordance with the terms of the Share Exchange Agreement, dated as of November 15, 2020, between GAN Limited and Coolbet (the “Share Exchange Agreement”).
3.02 The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
7.01 On January 4, 2021, GAN Limited issued a press release announcing the closing of the acquisition of Coolbet.
form8-k.htm