S-3 1 ny20075183x1_s3.htm S-3

As filed with the Securities and Exchange Commission on June 11, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CENTURY CASINOS, INC.

(Exact name of registrant as specified in its charter)


Delaware			84-1271317
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

455 E. Pikes Peak Ave., Suite 210

Colorado Springs, Colorado 80903

(719) 527-8300

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Margaret Stapleton

Chief Financial Officer and Corporate Secretary

455 E. Pikes Peak Ave., Suite 210

Colorado Springs, Colorado 80903

(719) 527-8300

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

With a copy to:

Douglas R. Wright

Jeffrey A. Sherman

Charles D.Lange

Faegre Drinker Biddle & Reath LLP

1144 15th Street, Suite 3400

Denver, Colorado 80202

(303) 607-3500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION OF DOCUMENTS BY REFERENCE			2
FORWARD-LOOKING STATEMENTS			3
THE COMPANY			4
RISK FACTORS			5
USE OF PROCEEDS			6
DIVIDEND POLICY			7
DESCRIPTION OF OUR CAPITAL STOCK			8
DESCRIPTION OF PREFERRED STOCK			12
DESCRIPTION OF DEBT SECURITIES			14
DESCRIPTION OF DEPOSITARY CERTIFICATES			21
DESCRIPTION OF WARRANTS			23
DESCRIPTION OF UNITS			24
PLAN OF DISTRIBUTION			25
LEGAL MATTERS			27
EXPERTS			28


SEC Registration Fee			$0*
Legal Fees and Expenses**
Accounting Fees and Expenses**
Trustee Fees and Expenses**
Rating Agency Fees**
Stock Exchange Listing Fees**
Printing Fees and Expenses**
Miscellaneous**
Total			$**


1.1			Underwriting Agreements⁽¹⁾
4.1			Certificate of Incorporation^(2)(P)
4.2			Amended and Restated Bylaws⁽³⁾
4.3			Specimen certificate of common stock of the Company⁽⁴⁾
4.4			Form of Indenture
4.5			Form of Debt Security⁽¹⁾
4.6			Form of Depositary Agreement⁽¹⁾
4.7			Form of Depositary Certificate⁽¹⁾
5.1			Opinion of Faegre Drinker Biddle & Reath LLP
23.1			Consent of Faegre Drinker Biddle & Reath LLP (included as part of Exhibit 5.1)
23.2			Consent of Grant Thornton LLP
24.1			Power of Attorney (included with signature pages)
25.1			Statement of Eligibility of Trustee⁽⁵⁾
107			Filing Fee Table


			CENTURY CASINOS, INC.

			By:			/s/ Erwin Haitzmann
			Name:			Erwin Haitzmann
			Title:			Chairman of the Board and Co Chief Executive Officer

			By:			/s/ Peter Hoetzinger
			Name:			Peter Hoetzinger
			Title:			Vice Chairman of the Board, Co Chief Executive Officer and President


Signature	Title	Date

/s/ Erwin Haitzmann	Chairman of the Board and Co Chief Executive Officer (Co-Principal Executive Officer)	June 11, 2026
Erwin Haitzmann		June 11, 2026

/s/ Peter Hoetzinger	Vice Chairman of the Board, Co Chief Executive Officer and President (Co-Principal Executive Officer)	June 11, 2026
Peter Hoetzinger		June 11, 2026

/s/ Margaret Stapleton	Chief Financial Officer (Principal Financial Officer)	June 11, 2026
Margaret Stapleton	Chief Financial Officer (Principal Financial Officer)	June 11, 2026

/s/ Timothy Wright	Chief Accounting Officer (Principal Accounting Officer)	June 11, 2026
Timothy Wright	Chief Accounting Officer (Principal Accounting Officer)	June 11, 2026

/s/ Gottfried Schellmann	Director	June 11, 2026
Gottfried Schellmann	Director	June 11, 2026

SEC Form S-3 filed by Century Casinos Inc.