Attached files
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| EX-99.1 - EXHIBIT 99.1 - Elys Game Technology, Corp. | a52187753ex99_1.htm |
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): March 8, 2020
Newgioco Group,
Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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000-50045
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33-0823179
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(State or other jurisdiction of
Incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, Canada
(Address of Principal Executive Offices)
+39 391 306 4134
(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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None.
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 8.01
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Other Events.
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Newgioco Group, Inc. (the “Company”) is providing the following update on its business operations in Italy. As result of the global outbreak of the COVID-19 virus, on March 8, 2020 the Italian government issued a
decree which imposed certain restrictions and closures of public gatherings and travel which included betting shops, arcades and bingo halls across Italy until April 3, 2020. Accordingly, the Company has temporarily closed approximately 150 betting
shop locations throughout Italy. The closing of physical betting shop locations does not affect the Company’s online and mobile business operations which may prove to mitigate some of the impact. Subsequently, on March 10, 2020 the Italian government
imposed further restrictions on travel throughout Italy as well as transborder crossings, that hamper the Company’s efforts to meet its filing deadlines, and have either postponed or cancelled most professional sports events which may have an effect
on our overall sports betting handle and revenues and may negatively impact the Company’s operating results.
In addition, certain Company officers and management as well as professional staff of our independent public accounting firm are unable to travel to Italy to conduct work required to prepare our financial report for
the year ended December 31, 2019. As a result, the Company is unable to compile and review certain information required in order to permit the Company to file a timely and accurate Annual Report on Form 10-K for its year ended December 31, 2019 by
the prescribed date without unreasonable effort or expense due to circumstances related to COVID-19.
On March 4, 2020 the Securities and Exchange Commission (the “SEC”) issued an Order under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934 (“Exchange Act”) granting exemptions from specified
provisions of the Exchange Act and certain rules thereunder (the “Order”). The Order provides that a registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person
required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A,
Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.
The Company is relying on this Order and is furnishing this Form 8-K by the later of March 16 or original filing deadline of the report.
The Company expects to file its annual report on Form 10-K approximately 45 days after March 31, 2020.
The Company is supplementing the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and its subsequent Quarterly Reports on Form 10-Q with the following
risk factor:
War, terrorism, other acts of violence or natural or manmade disasters such as a global pandemic may affect the markets in which the Company operates, the Company’s customers, the Company’s delivery
of software and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.
The Company’s business may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social
unrest, and natural or manmade disasters, including famine, flood, fire, earthquake, storm or pandemic events and spread of disease (including the recent outbreak of the coronavirus commonly referred to as “COVID-19”). Such events may cause customers
to suspend their decisions on using the Company’s products and services, make it impossible for our customers to visit our physical locations, cause restrictions, postponements and cancellations of sports events that attract large crowds and public
gatherings, and give rise to sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to the Company’s personnel and to physical facilities and operations, which could materially
adversely affect the Company’s financial results.
Any significant disruption to communications and travel, including travel restrictions and other potential protective quarantine measures against COVID-19 by governmental agencies, may increase the difficulty and could
make it impossible for the Company to deliver services to its customers. Travel restrictions and protective measures against COVID-19 could cause the Company to incur additional unexpected labor costs and expenses or could restrain the Company’s
ability to retain the highly skilled personnel the Company needs for its operations. The extent to which COVID-19 impacts the Company’s global business, sales and results of operations will depend on future developments, which are highly uncertain
and cannot be predicted. In addition, any extended disruptions of electricity, other public utilities or network services at its facilities, as well as system failures at, or security breaches in, the Company’s facilities or systems, could also
adversely affect the Company’s ability to serve its customers.
We believe the novel coronavirus (COVID-19) has negatively affected our business and could continue to do so in the foreseeable future. The coronavirus has resulted in restrictions, postponements and cancelations of
professional sports events that affect the ability for our customers to place wagers. The impact, extent and duration of the government imposed restrictions on travel, public gatherings and sports events as well as the overall effect of the COVID-19
virus is currently unknown.
On March 10, 2020, the Company issued a press release announcing that, due to government imposed restrictions resulting from the COVID-19 virus outbreak have an impact on our business. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements regarding the anticipated impact of the
COVID-19 outbreak on travel and the closing of our physical locations, the anticipated impact of such outbreak on our results of operations, and possible effect of the postponement and cancellation of professional sports events on our overall
sports betting handle and revenues. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These risks and uncertainties include, but are not limited
to, the effects of the COVID-19 outbreak, including on the demand for our group business (including government-imposed travel or restrictions on public gathering in our physical venues), and levels of consumer confidence in the safety of public
venues as a result of the outbreak; the duration of the COVID-19 outbreak and severity of such outbreak in countries where we operate; the pace of recovery following the COVID-19 outbreak; the mitigating effect of our online business channel; our
ability to implement cost containment and business recovery strategies; and the adverse effects of the COVID-19 outbreak on our business or the market price of our common stock and the risk factors described in Newgioco's Annual Report on Form 10-K
for the year ended December 31, 2018 and our subsequent filings with the U.S. Securities and Exchange Commission, including subsequent periodic reports on Forms 10-Q and 8-K. Except as required by law, the Company does not undertake any obligation
to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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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.
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Date: March 11, 2020
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NEWGIOCO GROUP, INC.
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By: /s/ Michele Ciavarella
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Name: Michele Ciavarella
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Title: Chief Executive Officer
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