8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 13, 2021

Elys Game Technology, Corp.

(Exact name of Registrant as specified in its charter)

(Former name or former address, if changed since last report)

Delaware	001-39170	33-0823179
(State or other jurisdiction of Incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

130 Adelaide Street West, Suite 701

Toronto, Ontario M5H 2K4, Canada

(Address of Principal Executive Offices)

1-628-258-5148

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ELYS	The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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 13(a) of the Exchange Act. ☐

Item 2.02  Results of Operation and Financial Condition

On May 13, 2021, Elys Gaming Corp. (the “Company”) issued a press release announcing results of operations for the quarter ended March 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events

Elys Game Technology, Corp. (the “Company”) will be making corporate presentations regarding business updates from time to time over the next several weeks. In connection with the presentations, the Company intends to discuss the slide presentation attached as Exhibit 99.2 hereto, which is incorporated herein by reference.

The slide presentation filed as Exhibit 99.2 to this Current Report on Form 8-K includes “safe harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in the slide presentation or in the press release are “forward-looking” rather than historical.

The information contained in this Current Report on Form 8-K speaks only as the date hereof and the Company undertakes no duty or obligation to update or revise information included in this Current Report on Form 8-K or Exhibit 99.1 and Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this Current Report on Form 8-K.

Exhibit Number	Exhibit Description
99.1	Press Release, issued by Elys Gaming Corp. on May 13, 2021
99.2	Elys Game Technology, Corp. investor presentation dated May 2021

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.

Date: May 13, 2021	ELYS GAME TECHNOLOGY, CORP.
	By: /s/ Matteo Monteverdi
	Name: Matteo Monteverdi
	Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

 

Elys Game Technology Achieves 39% Revenue Growth and Reports Record Revenue of $14.2 Million for the First Quarter of 2020

Web-based gaming turnover increases 150% versus the same period last year

Reports cash and cash equivalents of $21.5 million and no long-term debt as of March 31, 2021

NEW YORK, May 13, 2021 – Elys Game Technology, Corp. (“Elys” or the “Company”) (Nasdaq:ELYS), an interactive gaming and sports betting technology company, today provided a business update and reported financial results for the first quarter ended March 31, 2021. The complete financial results are available in the Company’s Form 10-Q, as filed with the Securities and Exchange Commission on May 13, 2021, which is available at www.sec.gov.

Matteo Monteverdi, CEO of Elys Game Technology, Corp., commented “As illustrated by record revenue of $14.2 million for the first quarter of 2021, a 39% increase in revenue over the same period last year and on a combined record quarterly wager turnover of approximately $243 million in Q1 2021, the disciplined growth strategy we previously set out has been executed extremely well. Our web-based gaming turnover increased by an impressive 150% over the same period last year and we continue to generate strong cash flow from operations. Our management team is working to further capitalize on the success of our operations in Italy by focusing product distribution under our strong Multigioco brand.”

Mark Korb, CFO of Elys Game Technology, Corp. commented, “We have made significant investments to support our U.S. expansion. These investments have resulted in short-term, non-recurring expenses as we address key regulatory and policy requirements that have impacted our bottom line resulting in a net loss of $0.6 million for the first quarter of 2021, compared to a net income of $0.2 million for same prior year period. Net loss in the first quarter of 2021 also included approximately $0.4 million of stock-based compensation and $0.25 million of expenses related to our expansion into US markets. We continue to maintain a disciplined spending approach by allocating discretionary cash towards future business opportunities. However, we believe that we are building a highly scalable business model, with the potential to generate very significant incremental margins, cash flow and profitability. We also generated over $3.9 million of proceeds from the exercise of warrants during the first quarter of 2021. As a result, we both streamlined our capital structure and now have over $21.5 million of cash and cash equivalents as of March 31, 2021 with no long-term debt.”

Michele (Mike) Ciavarella, Executive Chairman of Elys Game Technology, Corp., added, “We are more encouraged than ever by the outlook for the business both in Europe and as we plan our expansion into North America, especially as and when the pandemic begins to wane and land-based operations resume. Given the successful track record in Italy, we believe that we are ideally positioned to become a competitive player as regulations evolve, opening up new markets across North America and Europe.

Our balance sheet is now stronger than at any time in our history and we believe we intend to continue to execute on our growth strategy and vision of building a premier, end-to-end sports betting solution.”

About Elys Game Technology, Corp.

Elys Game Technology, Corp., is a B2B global gaming technology company operating in multiple countries worldwide, with B2C online and land-based gaming operations in Italy. In Italy, Elys offers its clients a full suite of leisure gaming products and services, such as sports betting, e-sports, virtual sports, online casino, poker, bingo, interactive games and slots.

The Company’s innovative wagering solution services online operators, casinos, retail betting establishments and franchise distribution networks. Additional information is available on our corporate website at www.elysgame.com.

Investors may also find us on Twitter @ELYS_gaming.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements and include statements regarding building a highly scalable business model, with the potential to generate very significant incremental margins, cash flow and profitability, expanding into North America, becoming a competitive player as regulations evolve opening up new markets across North America and Europe and continuing to execute on the Company’s growth strategy and vision of building a premier, end-to-end sports betting solution. These forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to generate very significant incremental margins, cash flow and profitability, the Company’s ability to open up new markets and expand into North America and Europe as regulations evolve, the Company’s ability to execute on its Company’s growth strategy and vision, the duration and scope of the COVID-19 outbreak worldwide, including the impact to state and local economies, and the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and its subsequent filings with the U.S. Securities and Exchange Commission, including subsequent periodic reports on Form 10-Q and current reports on Form 8-K. The information in this release is provided only as of the date of this release, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events, except as required by law.

Contact:

Crescendo Communications, LLC

David Waldman

Tel: (212) 671-1020

Email: elys@crescendo-ir.com

EX-99.2

Exhibit 99.2

Elys Game Technology, Corp. investor presentation dated May 2021

Please refer to the accompanying Exhibit 99.2. It is saved in PDF format.