GAN Limited filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry Into Material Definitive Agreement.
On February 7, 2025, GAN Limited, a Bermuda exempted company limited by shares (the “Company”), entered into a Second Amendment to Agreement and Plan of Merger (the “Amendment”) with SEGA SAMMY CREATION INC., a Japanese corporation (“Parent”), and Arc Bermuda Limited, a Bermuda exempted company limited by shares and a wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of SEGA SAMMY HOLDINGS, INC.
The Amendment relates to the Agreement and Plan of Merger dated November 7, 2023 (the “Merger Agreement”) among Parent, Merger Sub and the Company, pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”).
The Amendment revises Section 9.1(e) of the Merger Agreement to extend the “End Date” from February 7, 2025 to May 31, 2025. The End Date is the date on which a non-breaching party can elect to terminate the Merger Agreement by notice to the other party, if the closing has not yet occurred. The parties have entered into the Amendment to give them additional time to complete the process of securing necessary approvals from regulatory gaming authorities. Except for the revision to Section 9.1(e), the terms and conditions of the Merger Agreement remain unchanged.
A copy of the Amendment is attached as Exhibit 2.1 to this report and is incorporated by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment.
In connection with the amendment, the Company issued a press release dated February 7, 2025, a copy of which is attached as Exhibit 99.1 to this report and is incorporated by reference.
Forward-Looking Statements
Certain information contained in this report consists of forward-looking statements for purposes of the federal securities law that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will satisfy the closing conditions to the Merger, including obtaining the approval of the merger and change in control of GAN by certain gaming authorities. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC, including its proxy statement filed with the SEC on January 9, 2024. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 2.1 |
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| 99.1 | Press Release dated February 7, 2025 regarding Second Amendment to Merger Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| GAN Limited | ||
| Date: February 7, 2025 | By: | /s/ Seamus McGill |
| Seamus McGill | ||
| Chief Executive Officer | ||
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