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2022-06-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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
Elys Game Technology, Corp.
(Exact name of Registrant as specified in its charter)
(Former name or former address, if changed since last report)
Delaware |
001-39170 |
33-0823179 |
(State
or other jurisdiction of Incorporation or organization) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
107 E. Warm Springs Rd.
Las Vegas,
Nevada
89119
(Address of Principal Executive Offices)
1-628-258-5148
(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 class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common Stock |
ELYS |
The
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 1.01. Entry into a Material Definitive Agreement.
On June 13, 2022, Elys Game
Technology, Corp., a Delaware corporation (the “Company”), entered
into a securities purchase agreement (the “Purchase Agreement”)
with an institutional investor (the “Investor”) providing for the
issuance of (i) 2,625,000 shares (the “Shares”) of the Company’s
common stock, par value $0.0001 (the “Common Stock”), (ii)
pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to
541,227 shares of Common Stock (the “Pre-Funded Warrant Shares”)
with an exercise price of $0.0001 per share, which Pre-Funded
Warrants are to be issued in lieu of shares of Common Stock to
ensure that the Investor does not exceed certain beneficial
ownership limitations, and
(iii) warrants (the “Warrants”) to purchase an aggregate of up to
3,166,227 shares of Common Stock (the “Warrant Shares”) with an
exercise price of $0.9475 per share, subject to customary
adjustments thereunder. If after the six month anniversary of the
issuance date there is no effective registration statement
registering the Warrant Shares for resale, then the Warrants are
exercisable on a cashless basis. The Shares, the Pre-Funded
Warrants, the Pre-Funded Warrant Shares, the Warrants and the
Warrant Shares are collectively referred to as the “Securities.”
Pursuant to the Purchase Agreement, the Investor is purchasing the
Securities for an aggregate purchase price of approximately $3
million.
The Company estimates that the net proceeds from the offering will
be approximately $2.6 million after deducting certain fees due to
the Placement Agent (as defined below) and the Company’s estimated
transaction expenses. The net proceeds received by the Company will
be used for working capital and other general corporate
purposes.
Pursuant to the Purchase Agreement, an aggregate of 2,625,000
Shares and Pre-Funded Warrants to purchase up to 541,227 shares of
Common Stock will be issued to the Investor in a registered direct
offering (the “Registered Offering”) and registered under the
Securities Act of 1933, as amended (the “Securities Act”), pursuant
to a prospectus supplement to the Company’s currently effective
registration statement on Form S-3 (File No. 333-256815), which was
initially filed with the U.S. Securities and Exchange Commission
(the “SEC”) on June 4, 2021, and was declared effective on June 14,
2021 (the “Shelf Registration Statement”). The Company filed the
prospectus supplement for the Registered Offering on June 15,
2022.
Pursuant to the Purchase Agreement, the Company will issue the
Warrants to the Investor in a concurrent private placement pursuant
to an exemption from the registration requirements of the
Securities Act provided in Section 4(a)(2) of the Securities Act
and/or Regulation D promulgated thereunder (the “Private
Placement,” and together with the Registered Offering, the
“Offering”).
The Company has agreed to file a registration statement (the
“Registration Statement”) to register the resale of the Warrant
Shares within 90 days of the date of the Purchase Agreement and to
use its commercially reasonable efforts to obtain effectiveness of
the Registration Statement within 180 days following the closing of
the Offering.
On June 10, 2022, the Company
entered into an engagement letter (the “Engagement Letter”), with
H.C. Wainwright & Co., LLC (the “Placement Agent”), pursuant to
which the Placement Agent agreed to serve as the exclusive
placement agent for the Company, on a reasonable best efforts
basis, in connection with the Offering. The Company has agreed to
pay the Placement Agent an aggregate cash fee equal to 6.0% of the
gross proceeds received in the Offering. The Company also agreed to
pay the Placement Agent $50,000 for fees and expenses of legal
counsel and up to $15,950 for clearing fees.
The Company expects the offering to close on or about June 15,
2022, subject to the satisfaction of customary closing conditions
in the Purchase Agreement. The Purchase Agreement contains
customary representations, warranties and agreements of the Company
and the Investor. The Investor has previously invested in
securities of the Company or otherwise had pre-existing
relationships with the Placement Agent and/or the Company; the
Company did not engage in general solicitation or advertising with
regard to the issuance and sale of the Securities. The Investor
represented to the Company that it is an “accredited investor” and
purchased the Securities for investment purposes and not with a
view to distribution.
Certain Terms of the Pre-Funded Warrants and the
Warrants
Each Pre-Funded Warrant is exercisable for one share of Common
Stock at an exercise price of $0.0001 per share. The Pre-Funded
Warrants are immediately exercisable and may be exercised at any
time after their original issuance until all of the Pre-Funded
Warrants are exercised in full. The Pre-Funded Warrants are being
offered in lieu of shares of Common Stock to the Investor because
the purchase of shares of Common Stock in the Registered Offering
would otherwise result in said Investor, together with its
affiliates and certain related parties, beneficially owning more
than 4.99% (or, at the election of the Investor, 9.99%) of the
Company’s outstanding Common Stock immediately following the
consummation of the Registered Offering.
Each Warrant is exercisable for one share of Common Stock at an
exercise price of $0.9475 per share. The Warrants have a
term of five years and six
months from the date of issuance, are exercisable six months from
the date of issuance and have an exercise price of $0.9475 per
share, subject to customary adjustments thereunder.
A holder (together with its affiliates) of the Pre-Funded Warrant
or Warrant may not exercise any portion of the Common Stock
underlying the Pre-Funded Warrant or Warrant, as applicable, to the
extent that the holder would own more than 4.99% (or, at the
holder’s option upon issuance, 9.99%) of the Company’s outstanding
Common Stock immediately after exercise, as such percentage
ownership is determined in accordance with the terms of the
Pre-Funded Warrant or Warrant, as applicable. In lieu of making the
cash payment otherwise contemplated to be made to the Company upon
exercise of a Pre-Funded Warrant or Warrant in payment of the
aggregate exercise price, the holder may elect instead to receive
upon such exercise (either in whole or in part) the net number of
shares of Common Stock determined according to a formula set forth
in Warrants, provided that such cashless exercise shall only be
permitted if the Registration Statement is not effective at the
time of such exercise or if the prospectus to which the
Registration Statement is a part is not available for the issuance
of shares of Common Stock to the Warrant holder.
In addition, in certain circumstances, upon a Fundamental
Transaction (as defined in the Pre-Funded Warrants and Warrants),
the holders of the Pre-Funded Warrants and Warrants will have the
right to receive as alternative consideration, for each share of
Common Stock that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental
Transaction, the number of shares of Common Stock of the successor
or acquiring corporation of the Company, if it is the surviving
corporation, and any additional consideration receivable upon or as
a result of such transaction by a holder of the number of shares of
Common Stock for which the Pre-Funded Warrants or Warrants are
exercisable immediately prior to such event. Notwithstanding the
foregoing, in the event of a Fundamental Transaction, the holders
of the Warrants have the right to require the Company or a
successor entity to redeem the Warrants for an amount of
consideration equal to the Black Scholes Value (as defined in the
Warrants) of the remaining unexercised portion of the Warrants
concurrently with or within thirty (30) days following the
consummation of a Fundamental Transaction. In the event of a
Fundamental Transaction, the holders of the Warrants will only be
entitled to receive from the Company or its successor entity, as of
the date of consummation of such Fundamental Transaction the same
type or form of consideration (and in the same proportion), at the
Black Scholes Value of the unexercised portion of the Warrant, that
is being offered and paid to the holders of the Common Stock in
connection with the Fundamental Transaction, whether that
consideration is in the form of cash, stock or any combination of
cash and stock, or whether the holders of Common Stock are given
the choice to receive alternative forms of consideration in
connection with the Fundamental Transaction.
The foregoing description of the Pre-Funded Warrants, the Warrants,
and the Purchase Agreement are qualified in their entirety by
reference to the full text of the form of the Pre-Funded Warrant,
the form of the Warrant, and the form of the Purchase Agreement,
the forms of which are attached as Exhibits 4.1, 4.2, and 10.1,
respectively, to this Current Report on Form 8-K, and which are
incorporated herein in their entirety by reference. The Company is
also filing the opinion of its counsel, Blank Rome LLP, relating to
the legality of the issuance and sale of the Shares, the Pre-Funded
Warrants and the Pre-Funded Warrant Shares as Exhibit 5.1 hereto.
Exhibit 5.1 is incorporated herein by reference and into the Shelf
Registration Statement.
Item 3.02. Unregistered Sales of Equity Securities.
The applicable information set forth in Item 1.01 of this Current
Report on Form 8-K related to the Warrants and the Warrant Shares
is hereby incorporated by reference in this Item 3.02.
Item 7.01. Regulation FD Disclosure.
On June 13, 2022, the Company issued a press release announcing the
pricing of the Offering described above, a copy of which is
furnished as Exhibit 99.1 hereto.
The information set forth in this Item 7.01 and contained in the
press release furnished as Exhibit 99.1 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and is not incorporated by
reference into any of the Company's filings under the Securities
Act, or the Exchange Act, whether made before or after the date
hereof, except as shall be expressly set forth by specific
reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith
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.
ELYS GAME TECHNOLOGY, CORP.
|
|
|
By:
/s/ Michele Ciavarella |
|
Name:
Michele Ciavarella |
|
Title:
Executive Chairman and Interim Chief Executive Officer |
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