UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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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 3.02 Unregistered Sales of Equity Securities.
The disclosure in Item 7.01 of this Form 8-K is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure
On February 14, 2023, Elys Game Technology, Corp. (the “Company”) engaged Shareholder Intelligence Services, LLC (“ShareIntel”) to utilize their patented, proprietary service offerings to obtain share trading analytic metrics designed to determine if the Company has been the target of improper and potentially illegal trading activities, including illegal naked short selling, in an effort to allow the Company to better monitor trading activity, including potential violations of SEC Regulation SHO, which governs stock and option share locate, close out and fail to deliver requirements.
Based on an initial analysis of the Company’s historic stock trading activity, the Company believes that it may have been the victim of one or more of these illegal practices.
Consultant Warrants
On February 14, 2023, the Company issued a warrant (the “Consultant Warrant”) to purchase up to 200,000 shares of Common Stock to a third-party firm, as consideration for services provided. The Consultant Warrant is exercisable at a price of $0.89 per share and vests at a rate of 1,000 warrant shares for each reduction 10,000 shares of Reduction in Imbalances (Shorts), and will expire three years from the date of issuance.
The number of shares of common stock that may be issued upon exercise of the Warrant is subject to an Exchange Cap (as defined in the Warrants) unless shareholder approval to exceed the Exchange Cap is approved. The parties agree to amend the Warrants as necessary in order to comply with the requirements of the Nasdaq Capital Markets. The transaction does not involve a public offering. The consultant is an "accredited investor" and has access to information about us and their investment. The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act in connection with the issuance of the Consultant Warrant.
The foregoing description of the Consultant Warrant is qualified in its entirety by reference to the full text of the form of Consultant Warrant, a copy of which is attached hereto as Exhibits 4.1.
The information disclosed under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are filed with this Current Report on Form 8-K.
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Exhibit Number |
Exhibit Description | |
| 4.1 | Form of Warrant | |
| 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: February 22, 2023 | ELYS GAME TECHNOLOGY, CORP. | ||
| By: | /s/ Michele Ciavarella | ||
| Name: | Michele Ciavarella | ||
| Title: | Executive Chairman | ||