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): June 1, 2021
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)
+1-628-258-5148
(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 1.01 Entry into a Material Definitive Agreement
On June 1, 2021, the Board of Directors (the “Board”) of Elys Game Technology, Corp. (the “Company”) approved and adopted an updated form of indemnification agreement to be entered into by the Company with its directors, executive officers and certain other key employees (the “Indemnification Agreement”). The Indemnification Agreement will supersede any previous indemnification agreement entered into by the Company with the respective director, executive officer or other key employee. On June 3, 2021, each current director of the Company entered into the indemnification agreement.
As is the case with the Company's previous form of indemnification agreement, the Indemnification Agreement requires the Company to indemnify the director or officer (“Indemnitee”), to the fullest extent permitted by law, from and against all losses, claims, actions, proceedings, awards, judgments, fines, penalties, liabilities, damages, obligations, costs, charges, legal fees and disbursements and expenses, including without limitation, all amounts paid to settle any action or satisfy any judgment reasonably incurred by or on behalf of the Indemnitee in respect of any civil, criminal or administrative action or proceeding to which the Indemnitee is made a party or any such proceeding which might be threatened in respect of which the Indemnitee is threatened to be made a party) by reason of him being or having been a director of officer of the Company or a subsidiary thereof, subject to certain limitations; provided that the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and with respect to any criminal action or proceeding, he had no reasonable cause to believe the person’s conduct was unlawful . The indemnification agreement also provides for the advancement of expenses relating to the indemnification obligations, subject to certain limitations.
The foregoing summary and description of the provisions of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departures of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth in Item 1.01 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K.
|
Exhibit Number |
Exhibit Description | |
| 10.1 | Form of Indemnification Agreement |
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: June 3, 2021 |
ELYS GAME TECHNOLOGY, CORP.
|
| By: /s/ Matteo Monteverdi | |
| Name: Matteo Monteverdi | |
| Title: Chief Executive Officer |
Exhibit 10.1
FORM OF INDEMNITY AGREEMENT made as of the ____day of ____.
BETWEEN:
[ Director or Officer]
(hereinafter called the "Indemnitee")
OF THE FIRST PART
- and -
ELYS GAME TECHNOLOGY, CORP.,
a corporation incorporated under the laws of Delaware,
(hereinafter called the "Corporation")
OF THE SECOND PART
WHEREAS the indemnitee has been [elected to the Board of Directors of the Corporation][serves as an officer of the Corporation];
AND WHEREAS the Corporation has the power to indemnify its directors and officers pursuant to General Corporation Law of the State of Delaware;
AND WHEREAS the Corporation wishes to indemnify the Indemnitee, and the Indemnitee wishes to be indemnified by the Corporation, pursuant to the terms and conditions of this Indemnity Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants, conditions and agreements hereinafter set forth and for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged by each of the parties hereto, the parties hereto do hereby covenant and agree as follows:
1. The Corporation hereby undertakes and agrees to indemnify and save harmless the Indemnitee and his heirs, estate trustees and legal representatives, to the fullest extent permitted by law, from and against all losses, claims, actions, proceedings, awards, judgments, fines, penalties, liabilities, damages, obligations, costs, charges, legal fees and disbursements and expenses, including without limitation, all amounts paid to settle any action or satisfy any judgment reasonably incurred by or on behalf of the Indemnitee in respect of any civil, criminal or administrative action or proceeding to which the indemnitee is made a party (or any such proceeding which might be threatened in respect of which the Indemnitee is threatened to be made a party) by reason of him being or having been a director of officer of the Corporation or a subsidiary thereof if:
| (a) | he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Corporation or a subsidiary thereof; and |
| (b) | with respect to any criminal action or proceeding, he had no reasonable cause to believe the person’s conduct was unlawful. |
2. No indemnification of the indemnitee by the Corporation shall be made in respect of any claim, issue or matter as to which the indemnitee shall have been adjudged to be liable to the Corporation or a subsidiary thereof unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
3. Any indemnification by the Corporation pursuant to this Indemnity Agreement (unless ordered by a court of competent jurisdiction) shall be made by the Corporation upon a determination in a specific case that indemnification of the Indemnitee is proper in the circumstances as the Indemnitee met the applicable standard of conduct set forth in this Indemnity Agreement. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination; (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum; or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion; or (iv) by the shareholders of the Corporation.
4. Reasonable expenses (including legal fees and disbursements) incurred by the Indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation.
5. The indemnification and advancement of expenses provided by, or granted pursuant to, this Indemnity Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under law.
6. The Corporation undertakes and agrees to inform the Indemnitee with respect to any directors and officers insurance policy or comparable insurance policy that the Corporation shall maintain from time to time, including the coverage limits and exclusions of such insurance policy, and the Corporation further undertakes and agrees to promptly notify the Indemnitee of any changes in such insurance policy.
7. This Indemnity Agreement shall continue in full force and effect until terminated by the mutual agreement of the Indemnitee and the Corporation. This Indemnity Agreement shall specifically remain in full force and effect after the Indemnitee has ceased to be on the Board of Directors of the Corporation with respect to any indemnification obligations of the Corporation for any matter or circumstances which arose or may have occurred prior to such date.
8. This Indemnity Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the State of Delaware and the parties attorn to the non-exclusive jurisdiction of the courts of the Chancery Courts in the State of Delaware.
9. This Indemnity Agreement and the obligations hereunder may not be assigned by the Corporation without the prior written consent of the Indemnitee.
10. This Indemnity Agreement may be validly executed by pdf or other electronic signature and in one or more counterparts all of which when taken together shall constitute one and the same document.
IN WITNESS WHEREOF this Indemnity Agreement has been executed by the parties hereto as of the date first written above.
| [Director or Officer] |
| ELYS GAME TECHNOLOGY, CORP. | ||||
| Per: | ||||
|
Name: Michele Ciavarella Title: Executive Chairman |
||||