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ELYS Elys Game Technology

Filed: 23 Nov 20, 9:07am

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 20, 2020

 

Elys Game Technology, Corp.

(Exact name of Registrant as specified in its charter)

 

(Former name or former address, if changed since last report)

 

Delaware001-3917033-0823179
(State or other jurisdiction of Incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)

 

 

130 Adelaide Street West, Suite 701

Toronto, Ontario M5H 2K4, Canada

(Address of Principal Executive Offices)

 

+39 391 306 4134

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockELYSThe Nasdaq Capital Market

  

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

             Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

2018 Equity Incentive Plan

 

On November 20, 2020, Elys Game Technology, Corp. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan by an additional 1,850,000 shares of common stock. A description of the 2018 Equity Incentive Plan, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on October 19, 2020 with the Securities and Exchange Commission (the “Definitive Proxy Statement”), in the section entitled “Proposal 3 — APPROVAL OF AN AMENDMENT TO OUR 2018 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER THE PLAN BY AN ADDITIONAL 1,850,000 SHARES OF COMMON STOCK”, which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of Amendment No. 1 to the 2018 Equity Incentive Plan, a copy of which is included as an exhibit hereto and attached to the Definitive Proxy Statement as Appendix A.

 

CEO Transition

 

In addition, on November 20, 2020, the Company announced Mr. Ciavarella’s plans to transition from his current role as Chairman of the Board and Chief Executive Officer to Executive Chairman of the Board and for Mr. Matteo Monteverdi, the current president of the Company to succeed Mr. Ciavarella as the Company’s Chief Executive Officer.

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

At the Annual Meeting held at the Company’s office on November 20, 2020, the Company’s stockholders voted on the following three (3) proposals and cast their votes as described below. As of September 23, 2020, the record date for the Annual Meeting, the Company had outstanding and entitled to vote 16,700,139 shares of common stock. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.

 

The certified results of each of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 19, 2020, are as follows:

 

Matter 1: Election of five (5) directors for terms expiring at the 2021 annual meeting of stockholders and until their successors are duly elected and qualified.

 

DirectorsForWithholdBroker Non-Votes
Michele Ciavarella8,479,01430,006485,397
Paul Sallwasser8,459,53349,487485,397
Steven A. Shallcross8,459,71349,307485,397
Philippe Blanc8,465,92343,097485,397
Luca Pasquini8,465,92343,097485,397

 

Matter 2: Ratification of the appointment of BDO Ltd. (AG) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

 

ForAgainstAbstainBroker Non-Votes
7,084,6041,334,047575,7660

 

Matter 3: Approval of an amendment to the 2018 Equity Incentive Plan to increase the number of shares of common stock authorized to grant by an additional 1,850,000 shares of common stock.

 

ForAgainstAbstainBroker Non-Votes
8,288,461216,5134,046485,397

 

 
 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

   

Exhibit

Number

 Exhibit Description
   
10.1 Amendment No. 1 to the. 2018 Equity Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 18, 2020)


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 23, 2020

ELYS GAME TECHNOLOGY, CORP.

 

  
 By: /s/ Michele Ciavarella
 Name: Michele Ciavarella
 Title: Chief Executive Officer