As
filed with the Securities and Exchange Commission on February 12, 2021
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
(State or other jurisdiction of
incorporation or organization)
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Not
applicable
(I.R.S. Employer
Identification No.)
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400
Spectrum Center Drive
Suite
1900
Irvine,
CA 92618
(702)
964-5777
(Address
of principal executive offices) (Zip Code)
2020
Equity Incentive Plan
(Full title of the plans)
Dermot
Smurfit
Chief
Executive Officer
GAN
Limited
400
Spectrum Center Drive
Suite
1900
Irvine,
CA 92618
(Name
and Address of agent for service)
(702)
988-8443
(Telephone
number, including area code, of agent for service)
With
a copy to:
James
A. Mercer III, Esq.
Robert
L. Wernli, Jr., Esq.
Sheppard,
Mullin, Richter & Hampton LLP
12275
El Camino Real, Suite 200
San
Diego, CA 92129
(858)
720-7469
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.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
Reporting Company ☒
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Emerging
growth company ☒
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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.
☐
CALCULATION
OF REGISTRATION FEE
Title
of Securities
to be Registered
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Amount
to
be
Registered
(1)(2)
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Proposed
Maximum Offering
Price Per Share
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Proposed
Maximum
Aggregate Offering
Price
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Amount
of
Registration Fee
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Ordinary
shares, par value $0.01 per share
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1,465,414
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$
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29.760
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(3)
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$
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43,610,647.37
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(3)
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$
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4,757.92
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(3)
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional ordinary shares that become issuable under the Plan (as defined below), by reason of any stock
dividend, stock split, recapitalization or other similar transaction that increases the number of the outstanding shares of
the registrant’s common stock.
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(2)
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These
ordinary shares are being registered for issuance under the GAN Limited 2020 Equity Incentive Plan (the “Plan”).
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(3)
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The
registration fee was calculated in accordance with Rules 457(c) and 457(h) of the Securities Act on the basis of $29.760
per share, the average high and low prices of Common Shares as reported on The Nasdaq Capital Market on February 8,
2021.
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REGISTRATION
OF ADDITIONAL SECURITIES
PURSUANT
TO GENERAL INSTRUCTION E
This
Registration Statement on Form S-8 (the “Registration Statement”) registers 1,465,414 additional ordinary shares,
par value $0.01 per share, of GAN Limited (the “Registrant”) that may be issued pursuant to the 2020 Equity
Incentive Plan, commencing January 20, 2021.
In
accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8 (File No. 333-238017)
filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on May 5, 2020 are incorporated
by reference into this Registration Statement, except as modified or superseded hereby.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the SEC are incorporated herein by reference:
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●
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The
Registrant’s prospectus filed with the SEC pursuant to Rule 424(b) promulgated under the Securities Act filed on December
17, 2020, in connection with the Registrant’s Registration Statement on Form F-1 (Registration No. 333-251163), as amended,
in which there is set forth (i) the audited consolidated financial statements of the Registrant as of December 31,
2019 and 2018 and for each of the two years in the period ended December 31, 2019 and (ii) the audited
consolidated financial statements of Vincent Group, p.l.c. as of December 31, 2019 and 2018 and for the years ended
December 31, 2019 and 2018;
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●
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The
description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A
(File No. 001-39274) filed with the Commission on April 27, 2020, pursuant to Section 12(b) of the Exchange Act, including
any amendments or reports filed for the purpose of updating such descriptions; and
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●
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The
Registrant’s Current Report on Form 8-K filed on January 5, 2021.
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In
addition, all documents subsequently filed by the Registrant 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:
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 12th day of February, 2021.
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GAN
LIMITED
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By:
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/s/
Dermot Smurfit
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Name:
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Dermot
Smurfit
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Title:
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Chief
Executive Officer
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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.
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Name
and Signature
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Title
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Date
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/s/
Dermot Smurfit
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Chief
Executive Officer and Director
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February
12, 2021
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Dermot
Smurfit
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(Principal
Executive Officer)
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/s/
Karen Flores
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Chief
Financial Officer
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February
12, 2021
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Karen
Flores
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(Principal
Financial and Accounting Officer)
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Director
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February
12, 2021
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Seamus
McGill
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/s/
Michael Smurfit Jr.
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Director
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February
12, 2021
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Michael
Smurfit Jr.
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/s/
David Goldberg
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Director
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February
12, 2021
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David
Goldberg
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Exhibit
5.1
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12
February 2021
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Our
Ref: RN/NN/G3415-A01673
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GAN
Limited
Third
Floor
Park
Place
55
Par La Ville Road
Hamilton
HM 11
Bermuda
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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 (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), 1,465,414 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.
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Yours
faithfully
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/s/
Walkers (Bermuda) Limited
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WALKERS
(BERMUDA) LIMITED
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Walkers
Park
Place, 55 Par La Ville Road, Third Floor, 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
Schedule
1
LIST
OF DOCUMENTS EXAMINED
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1.
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The
Certificate of Incorporation dated 13 December 2019, Memorandum of Association as registered on 13 December 2019, 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 9 February 2021 (together the “Company Records”).
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2.
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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 and a copy of executed written resolutions of the members of the Company
dated 2 May 2020 (the “Resolutions”).
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3.
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Master
Share Reconciliation Report as of 5 January 2021.
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Schedule
2
ASSUMPTIONS
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1.
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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.
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2.
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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.
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3.
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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.
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4.
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The
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.
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5.
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The
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 member resolutions, of the and the signatures and initials
thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.
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Schedule
3
QUALIFICATIONS
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1.
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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.
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2.
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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.
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3.
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“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:
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(a)
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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
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(b)
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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.
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