SEC Form SC 13D/A filed by NeoGames S.A. (Amendment)
$NGMS
Services-Misc. Amusement & Recreation
Consumer Discretionary
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
(Amendment No.2)
NeoGames S.A.
(Name of Issuer)
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Ordinary Shares, no par value
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L6673X107
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(Title of class of securities)
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(CUSIP number)
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Barak Matalon
C/o NeoGames S.A.
10 Habarzel St.
Tel Aviv, Israel
Telephone: 972-3-607-2571
with a copy to:
Herzog Fox & Neeman
6 Yitzhak Sadeh St.
Tel Aviv 6777506, Israel
Attn: Ron Ben-Menahem, Adv.
Telephone: 972-3-692-2020
Attn: Ron Ben-Menahem, Adv.
Telephone: 972-3-692-2020
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 19, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
(Continued on following pages)
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CUSIP No. L6673X107
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Page 2 of 9
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1
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NAME OF REPORTING PERSON:
Barak Matalon
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER:
0
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8
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SHARED VOTING POWER:
18,114,790
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9
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SOLE DISPOSITIVE POWER:
9,667,595
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10
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SHARED DISPOSITIVE POWER:
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
18,114,790
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
54.1%
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14
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TYPE OF REPORTING PERSON:
IN
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2
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CUSIP No. L6673X107
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Page 3 of 9
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1
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NAME OF REPORTING PERSON:
Pinhas Zahavi
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel and Poland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER:
0
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8
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SHARED VOTING POWER:
0
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9
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SOLE DISPOSITIVE POWER:
1,670,774
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10
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SHARED DISPOSITIVE POWER:
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
1,670,774
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.99%
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14
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TYPE OF REPORTING PERSON:
IN
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3
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CUSIP No. L6673X107
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Page 4 of 9
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1
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NAME OF REPORTING PERSON:
Elyahu Azur
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER:
0
|
|
8
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SHARED VOTING POWER:
18,114,790
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9
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SOLE DISPOSITIVE POWER:
6,033,712
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|
|
10
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SHARED DISPOSITIVE POWER:
0
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
18,114,790
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
54.1%
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14
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TYPE OF REPORTING PERSON:
IN
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4
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CUSIP No. L6673X107
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Page 5 of 9
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1
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NAME OF REPORTING PERSON:
Aharon Aran
I.R.S. IDENTIFICATION NO.
OR ABOVE PERSON (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel and Austria
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER:
0
|
|
8
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SHARED VOTING POWER:
18,114,790
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9
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SOLE DISPOSITIVE POWER:
2,413,483
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10
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SHARED DISPOSITIVE POWER:
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
18,114,790
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
54.1%
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14
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TYPE OF REPORTING PERSON:
IN
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5
Explanatory Note
This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Statement on Schedule 13D originally
filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on July 11, 2022 (the "Original Schedule 13D") and the Amendment No. 1 to the Original Schedule 13D filed with the SEC on October 6, 2022 ("Amendment
No. 1" and together with the Original Schedule 13D, the "Schedule 13D"), with respect to the ordinary shares, no par value (the "Ordinary Shares"), of NeoGames S.A., a company organized under the laws of the Grand Duchy of
Luxembourg ("NeoGames" or the "Issuer"). The address of the principal executive office of NeoGames is 10 Habarzel St., Tel Aviv 6971014, Israel. Unless otherwise indicated, each capitalized term used but not defined herein shall have
the meaning assigned to such term in the Schedule 13D.
Item 3. Source and
Amount of Funds or Other Consideration.
Item 3 is hereby amended by addition of the following:
On April 19, 2023, Mr. Matalon, Mr. Azur and Mr. Aran each acquired additional Ordinary Shares pursuant to the SPA (as defined in
Item 4 below). The source and amount of funds or other consideration for acquisitions under the SPA are described in Item 4 below, which is incorporated by reference into this Item 3.
Item 4. Purpose of
Transaction.
Item 4 is hereby amended by addition of the following:
Share Purchase Agreement
On April 19, 2023, a Share Purchase Agreement (the "SPA") was entered into by and among Mr. Matalon, Mr. Azur and Mr. Aran
(each, a “Purchaser”) and Mr. Zahavi (the “Seller”). Pursuant to the SPA, the Purchasers, severally and not jointly, purchased an aggregate of 3,281,557 Ordinary Shares from the Seller, as follows: Mr. Matalon purchased 1,751,318
Ordinary Shares, Mr. Azur purchased 1,093,028 Ordinary Shares and Mr. Aran purchased 437,211 Ordinary Shares (collectively, the "Purchased Shares").
Pursuant to the SPA, the purchase price for the Purchased Shares shall be calculated and paid as follows, upon the earlier to
occur of any of the following events:
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On the second anniversary of the SPA (the "Long Stop Date"), each Purchaser shall pay to the Seller an amount equal to the volume-weighted average price per share of the Ordinary Shares on the Nasdaq Global Market during the ten
(10) consecutive trading days immediately prior to such Long Stop Date, multiplied by the number of Ordinary Shares purchased by such Purchaser under the SPA.
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If, prior to such second anniversary date, all Purchasers sell all of their Ordinary Shares to a bona fide third-party buyer (the "Sale Transaction"), the price per share payable by the Purchasers for the Ordinary Shares sold
under the SPA shall be equal to the price per share paid to the Purchasers in the Sale Transaction, multiplied by the number of Ordinary Shares purchased by such Purchaser under the SPA. Payment of these amounts shall be made to the seller
within ten (10) days of the Sale Transaction.
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If, prior to the Long Stop Date and prior to any Sale Transaction, the volume-weighted average price per share of the Ordinary Shares on the Nasdaq Global Market during ten (10) consecutive trading days reaches or exceeds $26.00 per
share, the Purchasers shall commence the sale in the market of the Ordinary Shares purchased by such Purchaser under the SPA and continue such sales for as long as the $26.00 per share can be maintained. Payment of the market prices in
which the Purchased Shares were sold (which sales can be over several days, at several prices, but not below $26.00 per share), multiplied by the number of Ordinary Shares purchased by such Purchaser under the SPA, shall be made to the
Seller within thirty (30) days of each such sale.
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Provided however, that in any event, if either Mr. Matalon or Mr. Azur sells more than 50% of the shares owned by each of them,
respectively, prior to the transactions set forth above (a "Triggering Sale"), all Purchasers shall sell any remaining Purchased Shares at the best price per share they can obtain in prevailing market conditions and, within ten (10) business
days of such sales, transfer proceeds of such sales to the Seller, with the consideration for the Purchased Shares being calculated based on the weighted average of the price per share of both the Triggering Sale and such subsequent sales (taking
into account the Triggering Sale and the sale of Purchased Shares).
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Pursuant to the SPA, the Voting Agreement shall be terminated in relation to the Seller and continue in full force and effect
between the Purchasers.
The foregoing descriptions of the SPA does not purport to be complete and is qualified in its entirety by reference to the full
text of such agreement.
Item 5. Interest in
Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety:
(a) and (b)
As of the date hereof, Mr. Matalon directly holds 9,667,595 Ordinary Shares, which represent approximately 28.9% of the number of
Ordinary Shares outstanding, based on 33,482,447 Ordinary Shares outstanding as of April 19, 2023 as provided by the Issuer. Mr. Matalon has the sole power to dispose of, or direct the disposition of, the Ordinary Shares held directly by him. In
addition, as a result of the Voting Agreement, Mr. Matalon has the shared power to vote, or direct the voting of, an aggregate of 18,114,790 Ordinary Shares that the Reporting Persons may be deemed to share beneficial ownership of, which represent
approximately 54.1% of the number of Ordinary Shares outstanding.
As of the date hereof, Mr. Zahavi directly holds 1,670,774 Ordinary Shares, which represent approximately 4.99% of the number of
Ordinary Shares outstanding, based on 33,482,447 Ordinary Shares outstanding as of April 19, 2023 as provided by the Issuer. Mr. Zahavi has the sole power to dispose of, or direct the disposition of, the Ordinary Shares held directly by him.
As of the date hereof, Mr. Azur directly holds 6,033,712 Ordinary Shares, which represent approximately 18.0% of the number of
Ordinary Shares outstanding, based on 33,482,447 Ordinary Shares outstanding as of April 19, 2023 as provided by the Issuer. Mr. Azur has the sole power to dispose of, or direct the disposition of, the Ordinary Shares held directly by him. In
addition, as a result of the Voting Agreement, Mr. Azur has the shared power to vote, or direct the voting of, an aggregate of 18,114,790 Ordinary Shares that the Reporting Persons may be deemed to share beneficial ownership of, which represent
approximately 54.1% of the number of Ordinary Shares outstanding.
As of the date hereof, Mr. Aran directly holds 2,413,483 Ordinary Shares, which represent approximately 7.2% of the number of
Ordinary Shares outstanding, based on 33,482,447 Ordinary Shares outstanding as of April 19, 2023 as provided by the Issuer. Mr. Aran has the sole power to dispose of, or direct the disposition of, the Ordinary Shares held directly by him. In
addition, as a result of the Voting Agreement, Mr. Aran has the shared power to vote, or direct the voting of, an aggregate of 18,114,790 Ordinary Shares that the Reporting Persons may be deemed to share beneficial ownership of, which represent
approximately 54.1% of the number of Ordinary Shares outstanding.
Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by any other Reporting Person.
(c) Except as set forth in this Amendment No. 2, to the best knowledge of the Reporting Persons, none of the Reporting Persons
has engaged in any transaction during the past 60 days with respect to any Ordinary Share.
(d) No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Ordinary Shares referred to in this Item 5.
(e) On April 19, 2023, Mr. Zahavi ceased to be the beneficial owner of more than five percent of the Issuer’s outstanding
Ordinary Shares.
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| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby amended by addition of the following:
Except for the SPA described in Item 4 above, which is incorporated by reference into this Item 6, none of the Reporting Persons
has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning
the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be
Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety:
The following Exhibits are filed herewith:
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Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement
is true, complete and correct.
Dated: April 24, 2023
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/s/ Barak Matalon
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Barak Matalon
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/s/ Pinhas Zahavi
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Pinhas Zahavi
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/s/ Elyahu Azur
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Elyahu Azur
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/s/ Aharon Aran
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Aharon Aran
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