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): July 15, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 15, 2021, Matteo Monteverdi resigned as Chief Executive Officer of Elys Game Technology, Corp. (the “Company”). In connection with his resignation, the Company entered into an amendment to Mr. Monteverdi’s employment agreement with the Company (the “Amendment”) to provide that he will be employed by the Company as a non-executive employee with the title “Head of Special Projects”, reporting directly to the Executive Chairman and that in such capacity he will be responsible for, among other things, various Company product and business development activities. All other terms of the employment agreement remain the same.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the copy of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed with this Current Report on Form 8-K.

 

Exhibit

Number

  Description
     
     
10.1

 

  Amendment, effective July 15, 2021, to Employment Agreement, dated September 21, 2020, by and between Elys Game Technology, Corp. and Matteo Monteverdi
         

 

 

 

 

 

 

 

 

 

 

 

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: July 16, 2021

ELYS GAME TECHNOLOGY, CORP.

 

   
  By: /s/ Michele Ciavarella
  Name: Michele Ciavarella
  Title:  Executive Chairman

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

 

This Amendment (this “Amendment”), effective as of the 15th day of July, 2021, to the Employment Agreement, dated September 21, 2020 (the “Employment Agreement”), by and between Elys Game Technology, Corp. (formerly known as Newgioco Group, Inc.)(the “Company”) and Matteo Monteverdi (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Employment Agreement.

 

WHEREAS, Executive was initially retained under the Employment Agreement by the Company to serve as its President and later retained as its Chief Executive Officer; and

 

WHEREAS, the Company desires to amend the Employment Agreement to modify Executive’s duties during the Employment Period

 

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

 

1. Amendment. Section 2.2, “Duties During Employment Period”, is hereby deleted in its entirety and replaced with the following:

“Duties During Employment Period. Executive will be employed by the Company as a non-executive employee in a capacity other than as its President or Chief Executive Officer with the title “Head of Special Projects” and will report directly to the Executive Chairman. In such capacity, the non-executive employee will be responsible for certain of the Company’s product and business development activities and other such related tasks as may be identified from time to time by the Company’s Chairman or Executive Chairman. Executive agrees that to the best of his ability and experience he shall at all times conscientiously perform all of the duties and obligations reasonably assigned to him under the terms of this Agreement.”

2. Severability. The provisions of this Amendment are severable and if any part or it is found to be unenforceable the other paragraphs shall remain fully valid and enforceable.

 

3. 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.

 

4. 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.

 

5. Governing Law. This Amendment is made and shall be construed and performed under the laws of the State of Delaware without regard to its choice or conflict of law principles and the parties agree to Delaware as the exclusive venue for any disputes arising hereunder.

 

 

 

[Signature page follows]

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Employment Agreement to be duly executed as of the day and year first above written.

 

 

 

   
   

ELYS GAME TECHNOLOGY, CORP.

 

 

   
By: /s/ Michele Ciavarella
Name: Michele Ciavarella
Title: Executive Chairman
   
   
   

EXECUTIVE

 

 

 

/s/ Matteo Monteverdi

Name:      Matteo Monteverdi