Current Report Filing (8-k)
June 11 2021 - 4:37PM
Edgar (US Regulatory)
0001799332
false
GAN Ltd
0001799332
2021-06-08
2021-06-08
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
8, 2021
GAN Limited
(Exact name of registrant as specified in its charter)
Bermuda
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001-39274
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Not Applicable
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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400 Spectrum Center Drive
Suite 1900
Irvine, CA
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92618
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(Address of principal executive offices)
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(Zip Code)
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(702) 964-5777
(Registrant’s telephone number, including area
code)
N/A
(Former name or former address, if changed since last
report.)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, $0.01 par value
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GAN
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The Nasdaq Stock Market LLC
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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
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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. The Board has determined that Ms. Bracey is an independent director
in accordance with guidelines that the Company has adopted, which also comply with the listing standards set forth by The NASDAQ Stock
Market.
Ms. Bracey
is an experienced financial executive, having most recently served from 2010 to 2020 as EVP and Chief Financial Officer of Village Roadshow
Entertainment Group, a leading co-producer and co-financier of studio-released motion pictures. Previously, she served as Chief Financial
Officer of Youbet.com (Nasdaq: UBET), an online wagering company, from 2009 until its sale to Churchill Downs in 2010, and from 2000 to
2008 Ms. Bracey was an executive at Ticketmaster Entertainment where she served as EVP and Chief Financial Officer. Ms. Bracey began her
career as a certified public accountant with Ernst & Young. She currently serves on the Board of Directors of Diver.Sea.Fy, a non-profit
organization that raises money to support underrepresented youth of color in obtaining scuba certifications. Ms. Bracey earned a B.S.
in Business Administration with a major in Accounting from Chicago State University. Ms. Bracey brings extensive finance experience in
the technology, media and entertainment industries to our Board of Directors, having held C-suite level and executive positions in both
public and privately held companies.
There are
no arrangements or understandings between Ms. Bracey and any other person pursuant to which she was appointed as a director of the Company,
and there have been no transactions nor are there any proposed transactions between the Company and Ms. Bracey that would require disclosure
pursuant to Item 404(a) of Regulation S-K.
In connection
with Ms. Bracey’s appointment to the Board and in accordance with the Company’s compensation policies for non-employee directors
and form of Director Services Agreement, a copy of which was filed as Exhibit 10.4 to the Company’s Form F-1 registration statement
filed on April 17, 2020 and is incorporated herein by reference, Ms. Bracey will be entitled to receive (i) an annual fee of $60,000,
half of which is to be paid in cash and half of which is to be paid in the form of restricted stock grants, (ii) annual chairmanship fees,
if applicable, ranging from $10,000-$50,000, (iii) annual committee fees, as applicable, including $10,000 for audit committee service,
(iv) fees of $1,500 per meeting, and (v) a restricted stock grant equivalent in value of $100,000, granted annually.
Also in
connection with her appointment to the Board, Ms. Bracey has entered into the Company’s standard form of Indemnification Agreement,
a copy of which was filed as Exhibit 10.3 to the Company’s Form F-1 registration statement filed on April 17, 2020 and is incorporated
herein by reference.
The Company
issued a press release announcing the appointment of Ms. Bracey, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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.
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GAN Limited
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Date: June 11, 2021
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/s/ Karen E. Flores
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Karen E. Flores
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Chief Financial Officer
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