M&A - GAN Ltd

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000164117225003721

Filing Summary: GAN Limited announced the date for its 2025 Annual Meeting of Shareholders to be June 26, 2025. The record date for determining which shareholders are entitled to vote has been set for April 29, 2025. The prior year's Annual Meeting was not held due to a pending merger with SEGA SAMMY CREATION INC., expected to close in the second quarter of 2025. To comply with Nasdaq listing standards, the company must hold the Annual Meeting no later than June 30, 2025, if the merger closing is delayed. Shareholder proposals for inclusion in the proxy materials must be submitted by April 25, 2025. The report includes forward-looking statements regarding the merger's closing and possible risks associated with it.

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Form Type: 10-K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000149315225010404

Filing Summary: GAN Limited is reporting on its operations and financial performance for the year ending December 31, 2024. The report highlights the proposed merger with SEGA SAMMY CREATION, INC., which is subject to regulatory approvals. The company cautions that the merger may not be completed, potentially negatively impacting stock prices and future financial results. Key risks include dependence on a limited number of customers for revenue, the competitive online gaming landscape, potential cybersecurity threats, and macroeconomic conditions affecting consumer spending. The report reflects on the past performance since acquiring Coolbet in January 2021, and details its B2B and B2C service offerings, including the GameSTACK platform for online casino gaming and sports betting. A significant portion of revenue is derived from unregulated markets, which introduces regulatory risks. The company discusses forward-looking statements, emphasizing uncertainties surrounding profitability and market conditions.

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Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000149315225005305

Filing Summary: GAN Limited entered into a Second Amendment to Agreement and Plan of Merger with SEGA SAMMY CREATION INC. and Arc Bermuda Limited. The Amendment modifies the End Date of the Merger Agreement from February 7, 2025, to May 31, 2025, allowing more time for securing necessary regulatory approvals. The details of the original Merger Agreement remain unchanged, and the Amendment has been attached as an exhibit. A press release regarding the Amendment was also issued on the same date.

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Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000149315225003044

Filing Summary: On January 14, 2025, GAN Limited received notice from The Nasdaq Stock Market LLC regarding non-compliance with continued listing rules due to the absence of an annual meeting of shareholders. The Company has 45 days to submit a compliance plan. The delay in the meeting is attributed to an anticipated merger with Arc Bermuda Limited, a subsidiary of SEGA SAMMY CREATION INC., which has already received approval from GAN shareholders and various gaming regulatory bodies. The notice does not affect the current trading status of the Company's common stock on Nasdaq under the symbol 'GAN'. The Company plans to submit a compliance plan promptly.

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