Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2020, the board of directors (the “Board”) of Newgioco Group, Inc. (the “Company”) accepted the resignation of Richard Cooper as a director and appointed Philippe Blanc to serve as a member of the Board and fill the vacancy created by Mr. Cooper’s resignation. The appointment of Mr. Blanc, which is effective immediately, means that the size of the Board will remain at five (5) members. Mr. Blanc will serve on the audit committee and his term as a director will continue until such time as his successor is duly elected and qualified, or until his earlier resignation or removal.

Mr. Cooper’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

There are no family relationships between Mr. Blanc and any of the Company’s directors or executive officers and Mr. Blanc has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than as described below, there were no arrangements or understandings by which Mr. Blanc was named as a member of the Board.

Mr. Blanc will receive the Company’s standard non-cash compensation as a non-employee director.

On October 1, 2020, the Board granted to each of Michele Ciavarella, Alessandro Marcelli, Luca Pasquini, Gabriele Peroni, Frank Salvagni, Beniamino Gianfelici and Mark Korb, an option to purchase 140,000, 56,000, 58,000, 36,000, 36,000, 35,000 and 58,000 shares of the Company’s common stock, respectively, under the Company’s 2018 Equity Incentive Plan. The shares of common stock underlying the option awards each vest pro rata on a monthly basis over a thirty-six month period. The options are exercisable for a period of ten years from the date of grant and have an exercise price of $2.03 per share.

On October 1, 2020, the Board approved an amendment (the “First Amendment”) to the Company’s 2018 Equity Incentive Plan (the “Plan”) to increase the maximum number of shares that may be granted as an award under the Plan to any non-employee director during any one calendar year to: (i) chairperson or lead director – 300,000 shares of common stock; and (ii) other non-employee director - 250,000 shares of common stock, which reflects an increase in the annual limits for awards to be granted to non-employee directors under the Plan such that the number of limits are increased to the limits that were in effect prior to the reverse stock split effected by the Company on December 12, 2019. The foregoing summary of the First Amendment to the 2018 Equity Incentive Plan is not intended to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 1, 2020, the Board of Directors of the Company also granted to each of Paul Sallwasser, Steven Shallcross and Mr. Blanc, as non-executive members of the Board, an option to purchase 55,000, 35,000 and 55,000 shares of the Company’s common stock, respectively, under the Company’s 2018 Equity Incentive Plan. The shares of common stock underlying the option awards each vest pro rata on a monthly basis over a twelve month period. The options are exercisable for a period of ten years from the date of grant and have an exercise price of $2.03 per share.