As filed with the Securities and Exchange Commission on December 1, 2023
Registration No. 333-261757
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GDEV Inc.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | Not applicable | |
| (State or other jurisdiction of incorporation | (I.R.S. Employer or | |
| or organization) | Identification No.) |
GDEV Inc.
55, Griva Digeni
3101, Limassol
Cyprus
(Address of Principal Executive Offices)(Zip Code)
GDEV Inc. 2021 Employee Stock Option Plan
(Full title of the plan)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
Telephone: +1 302-738-6680
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies of all correspondence to:
|
J. David Stewart, Esq. |
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 | x | Smaller reporting company | ¨ | |
| Emerging growth company | x |
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. ¨
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 (this “Amendment”) to the Registration Statement on Form S-8 (Registration No. 333-261757) (as amended, the “Registration Statement”) of GDEV Inc. (formerly, Nexters Inc.) (the “Company”) is being filed as an exhibit-only filing with the Securities and Exchange Commission (the “SEC”) solely to file as Exhibit 99.3 an amendment (“Amendment No. 1 to 2021 ESOP”) to the Company’s 2021 Employee Stock Option Plan, included in the Registration Statement as Exhibit 99.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature pages to the Registration Statement, and Exhibit 99.3. Part I, the prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
Amendment No. 1 to 2021 ESOP was approved by written resolution of the board of directors of the Company on November 14, 2023.
ITEM 8. EXHIBITS
The following exhibits are included or incorporated by reference in this registration statement on Form S-8:
(*) Filed herewith
II-1
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Limassol, Cyprus on December 1, 2023.
| GDEV INC. | |||
| By: | /s/ Andrey Fadeev | ||
| Name: | Andrey Fadeev | ||
| Title: | Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ Andrey Fadeev | Chief Executive Officer and Director | December 1, 2023 | ||
| Andrey Fadeev | (principal executive officer) | |||
| /s/ Alexander Karavaev | Chief Financial Officer | December 1, 2023 | ||
| Alexander Karavaev | (principal financial officer and principal accounting officer) |
|||
| * | Director | December 1, 2023 | ||
| Marie Holive | ||||
| * | Director | December 1, 2023 | ||
| Olga Loskutova | ||||
| * | Director | December 1, 2023 | ||
| Andrew Sheppard | ||||
| * | Director | December 1, 2023 | ||
| Tal Shoham |
| *By: | /s/ Andrey Fadeev | |
| Andrey Fadeev | ||
| Attorney-in-fact |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of GDEV Inc., has signed this Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 in Newark, Delaware, on the 1st day of December, 2023.
| Puglisi & Associates | |||
| By: | /s/ Donald J. Puglisi | ||
| Name: | Donald J. Puglisi | ||
| Title: | Managing Director | ||
Exhibit 99.3
Amendment to Clause 3.10 (Clawback) of 2021 ESOP
[Amendments indicated by bold, underlined text]
3.10. Clawback. The Company may require the Participant to deliver, surrender, or otherwise repay to the Company the Option and any Shares or other amount or property that may be issued, delivered or paid in respect of the Option, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property, as follows:
a) If, during the period of the Participant’s employment or service with the Company or its Affiliates (the “Employment Period”) and within 2 (two) years thereafter, the Participant has committed or engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, trade secrets or other confidential information of the Company or any of its Affiliates or otherwise has breached any employee invention and secrecy agreement or similar agreement with the Company or any of its Affiliates;
b) If, during the Employment Period and within 2 (two) years thereafter, the Participant has committed or engaged in an act of theft, embezzlement or fraud in respect of the assets of the Company and any of its Affiliates or materially breached any agreement to which the Participant is a party with the Company or any of its Affiliates;
c) Pursuant to the Company’s Policy for Recovery of Erroneously Awarded Compensation;
d) Pursuant to any applicable securities, tax or stock exchange laws, rules or regulations relating to the recoupment or clawback of incentive compensation, as in effect from time to time.
Notwithstanding the foregoing, but subject to the following proviso, the Company may under no circumstances, other than as required by applicable laws, rules or regulations (including in accordance with paragraph c) above), require the Participant to deliver or otherwise repay to the Company the Option and any Shares or other amount or property that may be issued, delivered or paid in respect of the Option, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property in accordance with this Clause 3.10, after the second anniversary of the date when the Employment period has been terminated for any reason, unless the Company has delivered notice to the Participant before the second anniversary of the date when the Employment period has been terminated that the Company believes it is entitled to clawback any award in accordance with this Clause 3.10, which notice shall set out in reasonable detail the circumstances giving rise to such clawback claim and the amount of any award to be clawed back. In such circumstances, the rights of the Company under this Clause 3.10 shall continue until such clawback is completed or until any dispute in relation thereto is settled or finally adjudicated by a court of competent jurisdiction.