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): December 30, 2020

 

Elys Game Technology, Corp.

(Exact name of Registrant as specified in its charter)

 

(Former name or former address, if changed since last report)

 

Delaware 001-39170 33-0823179
(State or other jurisdiction of Incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)

  

130 Adelaide Street West, Suite 701

Toronto, Ontario M5H 2K4, Canada

(Address of Principal Executive Offices)

 

+39 391 306 4134

(Registrant’s Telephone Number, Including Area Code)

 

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 (see General Instruction A.2. below):

 

☐ 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
Common Stock ELYS The Nasdaq Capital Market

  

Securities registered pursuant to Section 12(g) of the Act: None

 

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 Arrangement of Certain Officers.

 

Effective December 30, 2020, the board of directors (the “Board”) of Elys Game Technology, Corp. (“the “Company”) appointed Michele Ciavarella as the Executive Chairman and Matteo Monteverdi as the Chief Executive Officer of the Company. Mr. Ciavarella resigned as Chief Executive Officer, effective December 30, 2020, to allow Mr. Monteverdi to assume that role. Mr. Monteverdi has served as the Company’s President since September 21, 2020 and will retain that position.

 

Mr. Ciavarella (age 58) served as the Company’s Chief Executive Officer since June 2011, serves as a member of the Company’s Board since June 2011 and has served as the Company’s Chairman of the Board since June 26, 2019. In addition, Mr. Ciavarella has served the Company in various roles and executive capacities since 2004 including President, Chief Executive Officer and Director of Operations. From 2004 to 2011, Mr. Ciavarella was engaged in senior executive and director roles for a variety of private and publicly listed companies including Kerr Mines Ltd. (formerly known as Armistice Resources Corp.), Firestar Capital Management Corporation, Mitron Sports Enterprises, Process Grind Rubber and Dagmar Insurance Services. He also served as the Business Development Officer for Forte Fixtures and Millwork, Inc., a family owned business in the commercial retail fixture manufacturing industry from January 2007 until October 2013. From 1990 until 2004, Mr. Ciavarella served as a senior executive, financial planner, life insurance underwriter and financial advisor for Manulife Financial and Sun Life Financial. Mr. Ciavarella received his Bachelor of Science degree from Laurentian University in Sudbury, Ontario.

 

Mr. Monteverdi (age 50) has extensive industry leadership experience, having served as U.S. President of Sportradar from April 2018 to February 2020, and as IGT Senior Vice President of Global Digital Products from 2015 to 2018. Previously from 2012 to 2015 he was GTECH Senior Vice President of iGaming. He also served as President of Lottomatica Betting and Interactive from 2010 to 2012. Mr. Monteverdi holds an MBA from SDA Bocconi in Milan, Italy, a Law Degree from Università Degli Studi in Milan, Italy and a specialization in Marketing from Stanford Graduate Business School.

 

In connection with Mr. Ciavarella’s appointment as the Executive Chairman, the Company entered into an amendment, dated December 30, 2020 (the “Amendment”), to that certain employment agreement, dated December 31, 2018, as amended on July 5, 2019, by and between the Company and Mr. Ciavarella. Pursuant to the Amendment, Mr. Ciavarella’s: (i) position at the Company was changed to Executive Chairman; (ii) term of employment was extended three years to December 31, 2024; and (iii) base salary was increased to $500,000. The Amendment further provides that in lieu of cash, and to the extent shares are then available for grant under the Company’s 2018 Equity Incentive Plan, as amended (the “Plan”), Mr. Ciavarella may elect to receive, as of the first business day in January of each year of employment, up to 50% of his base salary as a restricted stock grant of shares of the Company’s common stock under the Plan, vesting monthly over a 12-month period. For the year ended December 31, 2021, Mr. Ciavarella has agreed to receive $140,000 of his base salary as a restricted stock grant.

 

There are no familial relationships between or among Mr. Ciavarella, Mr. Monteverdi or any other executive officer or director of the Company.

 

The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

     

Exhibit

Number

  Exhibit Description

 

10.1 

 

  Amendment, dated December 30, 2020, to the Employment Agreement between Elys Gaming Technology, Corp. and Michele Ciavarella.

 

 
 

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.

 

Date: January 5, 2021

ELYS GAME TECHNOLOGY, CORP.

 

   
  By: /s/ Michele Ciavarella
  Name: Michele Ciavarella
  Title: Chief Executive Officer

 

Exhibit 10.1

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

 

This Amendment (this “Amendment”) dated as of the 30th day of December, 2020 amends the Employment Agreement, dated December 31, 2018, as amended on July 5, 2019 (the “Agreement”), by and between Elys Game Technology, Corp., f/k/a Newgioco Group, Inc. (the “Company”), and Michele Ciavarella (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.  

 

WHEREAS, the Company and the Executive desire to amend the Agreement as set forth below.

 

NOW THEREFORE, for the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement, effective as of January 1, 2021, as follows:

 

1. Employment Term. Section 2.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“The term of this Agreement and Executive’s employment hereunder will commence on September 13, 2018 (the “Commencement Date”) and will terminate on December 31, 2024 (the “Employment Term”), unless sooner terminated in accordance with Section 2.7; provided however, that commencing on the first day after the expiration of the Employment Term and on each anniversary of such date thereafter, Executive’s employment hereunder will automatically be extended for successive one-year periods unless either party gives written notice to the other, not less than 60 calendar days prior to the otherwise scheduled Termination Date, that such party does not want Executive’s term of employment so to extend. A non-renewal notice by the Company pursuant to this Section 2.1 shall be deemed to be a termination without Cause by the Company for purposes of this Agreement as of the end of the then period. A non-renewal notice by the Executive pursuant to this Section 2.1 shall be deemed to be a resignation by the Executive without Good Reason as of the end of the then period. The date on which this Agreement terminates pursuant to this Section 2.1 or Section 2.7 is referred to herein as the “Termination Date.”

 

2. Executive Chairman Appointment. The first sentence of Section 2.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“Executive will be employed by the Company as Executive Chairman and will report directly to the Board.”

 

3. Base Salary Adjustment. Section 2.4(a)(i) of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“The Executive’s Base Salary shall be at the rate of US$500,000 per annum; provided, however, that in lieu of cash, and to the extent shares are then available for grant under the Company’s 2018 Equity Incentive Plan, as amended (the “Plan”), the Executive shall be entitled to elect to receive, as of the first business day in January of each year of the Employment Term, up to fifty percent (50%) of his Base Salary as a restricted stock grant of shares of the Company’s common stock under the Plan, vesting monthly over a 12-month period; provided, further, that Executive does hereby elect to receive as of January 4, 2021, in lieu of $140,000 of his Base Salary payable to him in respect of calendar year ending December 31, 2021, a restricted stock grant under the Plan, vesting monthly over a 12-month period, for such number of shares of the Company’s common stock as has a fair market value on the date of grant of $140,000, as determined under the Plan.”

 

 
 

4. Definitions. The proviso set forth in Section 1(v)(i) of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“provided, however, that a Good Reason event shall not be deemed to have occurred if, the Company ceases to be a publicly-traded company, based on Executive’s duties changing from those of a public company Executive Chairman to those of a private company Executive Chairman;”

 

5. No Other Amendments; Confirmation. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.

 

6. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

 

7. Choice of Law. This Amendment shall be construed and interpreted in accordance with the internal laws of the State of Delaware without regard to its conflict of laws principles. 

 

 

 

 

 

 

 

[Signature page follows]

 
 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

 

 

Company:

 

ELYS GAME TECHNOLOGY CORP.

(f/k/a Newgioco Group, Inc.)

 

 

By:  _/s/ Mark Korb_______      

Name: Mark Korb

Title: Chief Financial Officer

 

 

Executive: 

 

 

_/s/ Michele Ciavarella____

MICHELE CIAVARELLA