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 Number) |
(IRS Employer Identification No.) |
|
400 Spectrum Center Drive, Suite 1900 Irvine, CA |
92618 | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (702) 964-5777
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:
| ☐ | 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 | ||
| Ordinary Shares, $0.01 par value | GAN | The Nasdaq Stock Market LLC |
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
On August 27, 2021, the Board of Directors appointed Michael B. Arouh to the position of Chief Legal Officer, Secretary and Senior Vice President. Mr. Arouh will succeed to the offices of Chief Legal Officer and Secretary effective September 1, 2021 upon the resignation of Todd McTavish. Mr. Arouh brings 26 years of legal and business experience to his new role at GAN and will oversee all of the Company’s global legal and regulatory affairs. He has served as Deputy Chief Legal Officer and Senior Vice President of the Company since February 2021, and dedicated outside counsel since June 2020. Prior to joining GAN, Mr. Arouh operated his own law firm where he represented numerous public companies in the internet gambling industry. Mr. Arouh brings substantial experience in corporate law and governance, mergers and acquisitions, securities and transactional work and managing legal risk while achieving business objectives.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 27, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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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.
| GAN Limited | ||
| Date: August 27, 2021 | By: | /s/ Dermot S. Smurfit |
| Name: | Dermot S. Smurfit | |
| Title: | Chief Executive Officer | |
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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 be effective September 1, 2021. Mr. McTavish is expected to continue to provide consulting services to the Company following his resignation.
Mr. Arouh brings 26 years of legal and business experience to his new role at GAN and will oversee all of the Company’s global legal and regulatory affairs. He has served as Deputy Chief Legal Officer and Senior Vice President of the Company since February 2021, and dedicated outside counsel since June 2020. Prior to joining GAN, Mr. Arouh operated his own law firm where he represented numerous public companies in the internet gambling industry. Mr. Arouh brings substantial experience in corporate law and governance, mergers and acquisitions, securities and transactional work and managing legal risk while achieving business objectives.
Dermot S. Smurfit, Chief Executive Officer of GAN, commented, “Michael’s knowledge of GAN, relevant legal and on-line gambling industry experience, energy and record of accomplishments, coupled with his proven leadership, make him the ideal candidate to manage our global legal strategies and activities, and lead our in-house and external legal teams. We look forward to the continued benefit of his counsel as we grow and deliver the best on-line gambling and sports betting experience.”
Mr. Arouh said “This is an exciting opportunity to leverage my industry, commercial and transactional experience at a fast-growing company in a complex, regulated environment. I look forward to continuing to help GAN grow and helping the GAN team deliver GAN’s proprietary digital platform to extend our customer’s casino brands by immersing our customers’ players in real money internet gambling, internet sports betting, and social casino gaming.”
About GAN Limited:
GAN is a leading business-to-business supplier of internet gambling software-as-a-service solutions predominantly to the U.S. land-based casino industry. Coolbet, a division of GAN, is a market-leading operator of proprietary online sports betting technology with market leadership positions in selected European and Latin American markets. GAN has developed a proprietary internet gambling enterprise software system, GameSTACK™, which it licenses to land-based U.S. casino operators as a turnkey technology solution for regulated real money internet gambling, encompassing internet gaming, internet sports betting and social casino gaming branded as ‘Simulated Gaming’.
Investor Contacts:
|
GAN Robert Shore Vice President, IR and Capital Markets (610) 812-3519
|
Alpha IR Group Ashley Gruenberg or Ryan Coleman (312) 445-2870
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