As
filed with the Securities and Exchange Commission on April 5, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
GAN
Limited
(Exact
name of registrant as specified in its charter)
| Bermuda |
|
Not
applicable |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
| 400
Spectrum Center Drive, Suite 1900 Irvine, CA |
|
92618 |
| (Address
of Principal Executive Offices) |
|
Zip
Code |
2020
Equity Incentive Plan
(Full title of the plan)
Seamus
McGill
Chief
Executive Officer
GAN
Limited
400
Spectrum Center Drive
Suite
1900
Irvine,
CA 92618
(Name
and address of agent for service)
(833)
565-0550
(Telephone
number, including area code, of agent for service)
With
a copy to:
Jeffrey
Kuras
Honigman
LLP
2290
First National Building
660
Woodward Avenue
Detroit,
Michigan 48226-4506
(313)
465-7000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
|
Accelerated
filer ☒ |
| Non-accelerated
filer ☐ |
|
Smaller
reporting company ☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☒
EXPLANATORY
NOTE AND GENERAL INSTRUCTION E
This
Registration Statement on Form S-8 (this “Registration Statement”) is being filed by GAN Limited, a Bermuda exempted company
limited by shares (“GAN,” “we,” “us,” or “our”) relating
to 3,409,928 shares of its ordinary shares, par value $0.01 per share (the “ordinary shares”), issuable pursuant to
the GAN Limited 2020 Equity Incentive Plan. The ordinary shares being registered hereunder is in addition to the (i) 4,400,000 ordinary
shares registered on the GAN’s Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”)
on May 5, 2020 (Commission File No. 333-238017)
and (ii) 1,465,414 ordinary shares registered on the GAN’s Form S-8 previously filed with the SEC on February 12, 2021 (Commission
File No. 333-253102) (collectively, the “Prior Registration Statements”).
This
Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted
in accordance with General Instruction E to Form S-8 regarding the registration of additional securities. Pursuant to such instruction,
the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement,
except as amended hereby.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
Pursuant
to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference.
GAN
hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:
| |
● |
GAN’s
Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 13, 2024; |
| |
|
|
| |
● |
GAN’s
Current Report on Form 8-K filed February 13, 2024; |
| |
|
|
| |
● |
The
description of GAN’s securities registered pursuant to Section 12 of the Exchange Act contained in Exhibit 4.3 to GAN’s
Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 15, 2022 including any amendments or
reports filed for the purpose of updating such descriptions. |
In
addition, all documents subsequently filed by GAN pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date
of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, will be incorporated by reference into this Registration Statement
from the date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
8. Exhibits.
The
following documents are filed as exhibits to this Registration Statement:
| Exhibit |
|
Description |
|
Location |
| 4.1 |
|
Memorandum of Association of GAN Limited |
|
Exhibit
3.1 to the Form F-1 (File No. 333-237372) (filed with the SEC on April 17, 2020) |
| 4.2 |
|
Bye-Laws of GAN Limited |
|
Exhibit
3.2 to the Form F-1 (File No. 333-237372) (filed with the SEC on April 27, 2020) |
| 4.3 |
|
GAN 2020 Equity Incentive Plan |
|
Exhibit
4.3 to the Form S-8 (File No. 333-238017) (filed with the SEC on May 5, 2020) |
| 4.3.1 |
|
2020 Equity Incentive Plan – Form of Restricted Stock Grant Agreement |
|
Exhibit
10.2.1 to the Form F-1 (File No. 333-237372) (filed with the SEC on April 17, 2020) |
| 4.3.2 |
|
2020 Equity Incentive Plan – Form of Nonstatutory Stock Option Agreement |
|
Exhibit
10.2.2 to the Form F-1 (File No. 333-237372) (filed with the SEC on April 17, 2020) |
| 4.3.3 |
|
2020 Equity Incentive Plan – Form of Incentive Stock Option Agreement |
|
Exhibit
10.2.3 to the Form F-1 (File No. 333-237372) (filed with the SEC on April 17, 2020) |
| 4.3.4 |
|
2020 Equity Incentive Plan – Form of Restricted Stock Unit Agreement |
|
Exhibit
10.2.4 to the Form F-1 (File No. 333-237372) (filed with the SEC on April 17, 2020) |
| 4.3.5 |
|
2020 Equity Incentive Plan U.K. Sub-Plan – Company Share Option Plan |
|
Exhibit
4.3.5 to the Form S-8 (File No. 333-238017) (filed with the SEC on May 5, 2020) |
| 4.3.6 |
|
2020 Equity Incentive Plan U.K. Sub-Plan – Company Share Plan Option Agreement |
|
Exhibit
4.3.6 to the Form S-8 (File No. 333-238017) (filed with the SEC on May 5, 2020) |
| 4.3.7 |
|
2020 Equity Incentive Plan U.K. Sub-Plan – Enterprise Management Incentive Plan Option Agreement |
|
Exhibit
4.3.7 to the Form S-8 (File No. 333-238017) (filed with the SEC on May, 2020) |
| 4.3.8 |
|
2020 Equity Incentive Plan U.K. Sub-Plan – Enterprise Management Incentive Plan (EMI) |
|
Exhibit
4.3.8 to the Form S-8 (File No. 333-238017) (filed with the SEC on May 5, 2020) |
| 5.1 |
|
Opinion of Walkers (Bermuda) Limited, Hamilton, Bermuda |
|
Filed
herewith |
| 23.1 |
|
Consent of Grant Thornton, Independent Accountants |
|
Filed
herewith |
| 23.3 |
|
Consent of Walkers (Bermuda) Limited, Hamilton, Bermuda |
|
Included
in Exhibit 5.1 filed herewith |
| 24.1 |
|
Power of Attorney |
|
Filed
herewith |
| 107 |
|
Filing Fee Table |
|
Filed
herewith |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Irvine, California, on the 5th day of April 2024.
| |
GAN
LIMITED |
| |
|
|
| |
By:
|
/s/
Seamus McGill |
| |
Name:
|
Seamus
McGill |
| |
Title: |
Chief
Executive Officer and Director |
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Seamus McGill or Brian Chang, or either of them, as his or her true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her in any and all capacities,
to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement
and any amendments thereto filed pursuant to Rule 462(b) and Rule 462(e) and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, with full power
to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
| Name
and Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Seamus McGill |
|
Chief
Executive Officer and Director |
|
April
5, 2024 |
| Seamus
McGill |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Brian Chang |
|
Interim
Chief Financial Officer |
|
April
5, 2024 |
| Brian
Chang |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
David Goldberg |
|
Chairman
and Director |
|
April
5, 2024 |
| David
Goldberg |
|
|
|
|
| |
|
|
|
|
| /s/
David Ross |
|
Director |
|
April
5, 2024 |
| David
Ross |
|
|
|
|
| |
|
|
|
|
| /s/
Susan Bracey |
|
Director |
|
April
5, 2024 |
| Susan
Bracey |
|
|
|
|
| |
|
|
|
|
| /s/
Eric Green |
|
Director |
|
April
5, 2024 |
| Eric
Green |
|
|
|
|
Exhibit
5.1
| 5 April
2024 |
Our
Ref: MM/RN/G3415-A01928 |
| |
|
GAN
Limited
Third
Floor
Park
Place
55
Par La Ville Road
Hamilton
HM 11
Bermuda |
|
Dear
Sirs
GAN
Limited
We
have been asked to provide this legal opinion to you with regard to the laws of Bermuda in connection with the preparation and filing
on behalf of GAN Limited, a Bermuda exempted company limited by shares, (the “Company”) with the Securities
and Exchange Commission of a Registration Statement on Form S-8, including any amendments or supplements thereto, (the “Registration
Statement”) pursuant to which the Company is registering under the Securities Act of 1933 (as amended) 3,409,928 ordinary shares
of par value US$0.01 each in the capital of the Company (the “Ordinary Shares”) to be issued pursuant to the 2020
Equity Incentive Plan of GAN Limited (the “Plan”). For the purposes of giving this opinion, we have examined and relied
upon the originals or copies of the documents listed in Schedule 1.
In
giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.
We
are Bermuda Barristers and Attorneys and express no opinion as to any laws other than the laws of Bermuda in force and as interpreted
at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations
of any other jurisdiction.
Based
upon the foregoing examinations and assumptions and having regard to legal considerations which we consider relevant, and subject to
the qualifications set out in Schedule 3, we are of the opinion that the Ordinary Shares have been duly authorised and will be validly
issued, fully paid and non-assessable upon payment for and delivery of the Ordinary Shares as contemplated by the Registration Statement,
the Plan and any relevant agreements duly authorised by and in accordance with the Plan.
This
opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred
to herein. This opinion is addressed to you in connection with the sale of the Ordinary Shares as described in the Registration Statement
and is not to be relied upon in respect of any other matter. This opinion shall be construed in accordance with the laws of Bermuda.
We
understand that the Company wishes to file this opinion as an exhibit to the Registration Statement as Exhibit 5.1, to be filed on the
date of this opinion, and we hereby consent thereto.
Yours
faithfully
/s/
Walkers (Bermuda) Limited
WALKERS
(BERMUDA) LIMITED
Walkers
(Bermuda) Limited
Park
Place, 55 Par La Ville Road, Hamilton HM11, Bermuda
T
+1 441 242 1500 www.walkersglobal.com
Bermuda
| British Virgin Islands | Cayman Islands | Dubai | Guernsey | Hong Kong | Ireland | Jersey | London | Singapore
The
title of “partner’ is used to refer to a consultant or employee of Walkers (Bermuda) Limited with equivalent standing and
qualifications.
Schedule
1
LIST
OF DOCUMENTS EXAMINED
| 1. |
The
Certificate of Incorporation dated 13 December 2019, Memorandum of Association as registered on 13 December 2019 (the “Memorandum
of Association”), amended and restated bye-laws of the Company adopted by the shareholders on 14 April 2020 (the “Bye-laws”),
and register of directors and officers of the Company dated 13 March 2024 (together the “Company Records”). |
| |
|
| 2. |
A
copy of executed minutes of a meeting of the board of directors of the Company dated 2 May 2020, 2 July 2020, 3 December 2020 setting
out the resolutions adopted at such meeting (collectively, the “Board Resolutions”) and a copy of executed written
resolutions of the members of the Company dated 2 May 2020 (the “Members’ Resolutions”, and together with
the Board Resolutions, the “Resolutions”). |
| |
|
| 3. |
Master
Share Reconciliation Report as of April 3, 2024. |
Schedule
2
ASSUMPTIONS
| 1. |
There
are no provisions of the laws of any jurisdiction outside Bermuda which would be contravened by the execution or delivery of the
Registration Statement and, insofar as any obligation expressed to be incurred under the Registration Statement is to be performed
in or is otherwise subject to the laws of any jurisdiction outside Bermuda, its performance will not be illegal by virtue of the
laws of that jurisdiction. |
| |
|
| 2. |
The
originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Registration
Statement are genuine and are those of a person or persons given power to execute the Registration Statement under the Resolutions
or any power of attorney given by the Company to execute such documents. All documents purporting to be sealed have been so sealed.
All copies are complete and conform to their originals. The Registration Statement conform in every material respect to the latest
drafts of the same produced to us. |
| |
|
| 3. |
The
Company Records are complete and accurate and all matters required by law and the Memorandum of Association and Bye-laws of the Company
to be recorded therein are so recorded. |
| |
|
| 4. |
The
Board Resolutions were duly adopted at duly convened and quorate meetings of the board of directors of the Company and such meetings
were held and conducted in accordance with the Memorandum and Bye-laws. |
| |
|
| 5. |
The
Members’ Resolutions have been duly executed (and where by a corporate entity such execution has been duly authorised if so
required) by or on behalf of each member of the Company in respect of the Members’ Resolutions, and the signatures and initials
thereon are those of a person or persons in whose name the Members’ Resolutions have been expressed to be signed. |
Schedule
3
QUALIFICATIONS
| 1. |
We
express no opinion upon any provisions in the Registration Statement which contains a reference to any law or statute that is not
a Bermudian law or statute. |
| |
|
| 2. |
Except
as explicitly stated in this opinion, we express no opinion in relation to any representation or warranty contained in the Registration
Statement nor upon matters of fact or the commercial terms of the transactions contemplated by the Registration Statement. |
| |
|
| 3. |
“Non-assessability”
is not a legal concept under Bermuda law. Reference in this opinion to shares being “non-assessable” shall mean, in relation
to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the
holder of shares, that no shareholder shall be: |
| |
(a) |
obliged
to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims
of creditors of the Company, or otherwise; and |
| |
|
|
| |
(b) |
bound
by an alteration of the memorandum of association or bye-laws of the Company after the date on which he became a shareholder, if
and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute
to the share capital of, or otherwise to pay money to, the Company. |