UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2020

 

Commission File Number 001-39274

 

GAN LIMITED

(Translation of registrant’s name into English)

 

400 Spectrum Center Drive

Suite 1900

Irvine, CA 92618

(702) 964-5777

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

☒ Form 20-F        ☐ Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____ ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____ ☐

 

 

 

 
 

 

GAN LIMITED

 

EXPLANATORY NOTE

 

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of GAN Limited dated December 21, 2020 titled “GAN Announces Closing of Upsized Follow-on Public Offering and Full Exercise of Underwriter’s Option to Purchase Additional Shares.”

 

This report on Form 6-K (including the exhibits hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

EXHIBITS

 

Exhibit    
Number   Description
     
99.1   Press Release of GAN Limited dated December 21, 2020

 

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Signature

 

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, thereunto duly authorized.

 

  GAN LIMITED
   
  By: /s/ Karen Flores
  Name: Karen Flores
  Title: Chief Financial Officer

 

Date: December 21, 2020

 

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Exhibit 99.1

 

 

 

 

GAN Announces Closing of Upsized Follow-on Public Offering and Full Exercise of Underwriter’s Option to Purchase Additional Shares

 

Irvine, California | December 21, 2020: GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading business-to-business supplier of internet gaming software-as-a-service solutions primarily to the U.S. land-based casino industry, today announced the closing of its previously announced upsized follow-on underwritten public offering of 7,174,456 ordinary shares, which includes the exercise in full of the underwriter’s option to purchase 935,798 ordinary shares, at a price to the public of $15.50 per share. 6,790,956 shares are being sold in the offering by GAN, and 383,500 shares are being sold in the offering by selling shareholders.

 

B. Riley Securities, Inc., a subsidiary of B. Riley Financial, Inc. (Nasdaq: RILY), acted as the sole book-running manager for the offering.

 

Sheppard, Mullin, Richter & Hampton LLP and Walkers (Bermuda) Limited acted as legal counsel to GAN. The NBD Group, Inc. acted as legal counsel to B. Riley Securities, Inc.

 

A registration statement on Form F-1 relating to the offering has been filed with the Securities and Exchange Commission and became effective on December 16, 2020. The offering of these securities was made only by means of a prospectus, copies of which may be obtained by contacting: B. Riley Securities, Attention: Prospectus Department, 1300 17th St. North, Ste. 1300, Arlington, VA 22209, or by email at [email protected], or by telephone at (703) 312-9580.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

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. GAN has developed a proprietary internet gambling enterprise software system, GameSTACK™, which it licenses to land-based casino operators as a turnkey technology solution for regulated real-money internet gambling, encompassing internet gaming, internet sports gaming and virtual Simulated Gaming.

 

Investor Contacts:

 

GAN

Jack Wielebinski

Head of Investor Relations

(214) 799-4660

[email protected]

Alpha IR Group

Sofia Byrne or Chris Hodges

(312) 445-2870

[email protected]

 

 

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