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): January 20, 2022

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 1.01 Entry into a Material Definitive Agreement.

On January 20, 2022, Elys Game Technology, Corp., a Delaware corporation (the “Company”), entered into a binding term sheet (the “Term Sheet”) with Lottomatica S.p.A., corporation organized under the laws of the Republic of Italy (“Lottomatica”).

Pursuant to the Term Sheet, the parties agreed to use reasonably good faith efforts to negotiate and execute a Master Technology Development and License Agreement, a Technical Service Agreement, a Business-to-Consumer Distribution License Agreement, and other related agreements. Pursuant to the foregoing agreements to be entered into, the Company, through its wholly owned subsidiaries, intends to develop and provide sports betting technology and services for the provision of sports betting on a business-to-consumer basis for the exclusive use of Lottomatica worldwide for a ten-year period. In addition, the Company shall provide Lottomatica with a copy of its sports betting platform source code (which the Company shall retain all ownership rights thereto) and assist Lottomatica with the design, development and servicing of a customized, fully operational, dedicated sports betting platform. Upon termination of the license period, the Company shall no longer have any obligation to service the product, but Lottomatica shall have the perpetual, irrevocable, right to use the product and customized derivative works. It is contemplated that the Company will receive license fees over the term of the Business-to-Consumer Distribution License Agreement and will provide a dedicated engineering team and technical services in accordance with the Technical Services Agreement. Lottomatica will have the right to be released from its license fee obligations under the Business-to-Consumer Distribution License Agreement at any time after completion of the fourth anniversary of the effective date of such agreement upon payment of a lump sum payment to the Company.

The Parties agreed to use reasonable commercial best efforts to finalize and execute the definitive agreements within sixty (60) days from the date of the Term Sheet, which may be extended by mutual written agreement of the Parties for an additional thirty (30) days. Upon the earlier of the expiration of such additional thirty (30) day period or the execution of the Definitive Agreement, the Term Sheet shall terminate automatically.

The foregoing description of the Term Sheet and the Master Technology Development and License Agreement, and other related agreements to be negotiated does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Term Sheet. The Company intends to file either the Term Sheet or the definitive agreements with the SEC as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Item 8.01. Other Events.

On January 25, 2022, the Company issued a press release announcing that it has entered into a binding term sheet with Lottomatica regarding a ten-year license agreement to develop and commercialize a sport betting technology for the exclusive use of Lottomatica. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
99.1	Press Release, dated January 25, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 26, 2022

ELYS GAME TECHNOLOGY, CORP.

By: /s/ Michele Ciavarella

Name: Michele Ciavarella

Title: Chief Executive Officer

EX-99.1

Elys Game Technology and Lottomatica S.p.A. Enter into a Binding Term Sheet

for Development of a Customized Sportsbook Platform with focus on North America

NEW YORK, January 25, 2022 – Elys Game Technology, Corp. (“Elys” or the “Company”) (Nasdaq:ELYS)(BER:3UW), an interactive gaming and sports betting technology company, announced today a binding term sheet with Lottomatica S.p.A. (“Lottomatica”), a preeminent global brand and leader in the Italian gaming market, that outlines the entry into a definitive agreement and ancillary agreements to design, develop and service a customized sportsbook technology platform (the “Product”) focused on Lottomatica’s North American growth initiatives.

“We are very pleased to collaborate with industry leader Lottomatica and their proven leadership on global sports betting opportunities as we continue to expand our operational footprint, “stated Michele Ciavarella, Executive Chairman of Elys Game Technology. This partnership adds a new evolution for Elys’ innovative sportsbook technology and is yet another example of our modular architecture’s ability to seamlessly integrate. We look forward to working closely with Lottomatica and their commercial partners to provide a competitive, flexible, and effective technology solution throughout this long-term relationship. We believe that this partnership could also foster significant synergies in the online gaming industry, both domestically and internationally, and is positioned to drive long-term shareholder value for both companies.”

“This agreement will allow Lottomatica to accelerate its plans for North America by leveraging on Elys’ deep knowhow and strong technology in this segment”, stated Giuseppe Portoricco, Lottomatica Senior Vice President for North America. “We are excited to collaborate with Elys on these developments.”

Under the terms of the agreements, Elys will contribute a commercial partition of its betting technology to integrate within the Lottomatica environment. Elys will also assure the functional operation of the Product through dedicated engineering and technical service teams and will earn tiered license fees from operation of the Product. In addition, subject to regulatory approvals where applicable, the parties may also collaborate on additional growth initiatives.

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. 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 in Italy and has operations in five states in the U.S. market. Elys’ vision is to become a global leader in the gaming industry through the development of pioneering and innovative technology.

The Company provides wagering solutions, 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.

About Lottomatica

Lottomatica S.p.A. is the first group to be authorized by the Customs and Monopoly Agency in the Italian gaming market and one of the major players in Europe. It is active in three product areas: sports betting, online games, amusement and entertainment machines (AWP and VLT). Lottomatica can count on the expertise of over 16,000 people, including direct employees and employees of the specialized franchising network.

With approximately €1.6 billion of revenues and €22 billion of wagers managed in 2019 on an aggregated basis, Lottomatica is the market leader in all segments of operations and offers safe and engaging gaming experiences across all sales channels. Lottomatica boasts a customer base of approximately 800,000 online customers, a franchising network of approximately 3,000 points of sales offering sports betting, 1,400 gaming halls, 13,600 tobacconists/bars and a proprietary network of approximately 120 gaming venues in Italy.

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 the Company negotiating and entering into definitive agreements and ancillary agreements with Lottomatica with respect to the development and provision of sports betting technology and services for the exclusive use of Lottomatica under an indefinite term license for the provision of sports betting on a B2C basis, whether all conditions precedent in such definitive agreements will be satisfied, whether the closing of such definitive agreements will occur, whether the Company will earn license fees, and whether the Company will achieve its goals. 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 negotiate and enter into the definitive and ancillary agreements with Lottomatica as expected, to develop and provide sports betting technology and services for the exclusive use of Lottomatica under an indefinite term license as planned, to provide a dedicated engineering team and technical services as planned, to integrate our platform in a cost effective manner as expected, and to earn license fees as expected, 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.

Company Contacts:

Elys Game Technology, Corp.

Michele Ciavarella, Executive Chairman

Tel: 1-628-258-5148

Email: m.ciavarella@elysgame.com

Investor Contact:

KCSA Strategic Communications

Valter Pinto or Jack Perkins

Tel: 1-212-896-1254

Email: ELYS@KCSA.com

Source: Elys Game Technology, Corp.

XML

Cover	Jan. 20, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 20, 2022
Entity File Number	001-39170
Entity Registrant Name	Elys Game Technology, Corp.
Entity Central Index Key	0001080319
Entity Tax Identification Number	33-0823179
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	130 Adelaide Street West
Entity Address, Address Line Two	Suite 701
Entity Address, City or Town	Toronto
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	M5H 2K4
City Area Code	628
Local Phone Number	258-5148
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ELYS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false