UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

___________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (~~date~~Date of ~~earliest event~~Earliest ~~reported~~Event Reported): ~~July 31~~October 16, 2023

Elys Game Technology, Corp.

(Exact name of ~~Registrant~~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)

(Commission

File Number)

(IRS Employer

Identification No.)

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~~principal ~~Executive~~executive ~~Offices~~offices, zip code)

1-561-838-3325

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~ ~~Area~~including ~~Code~~area code)

N/A

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

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, $0.0001 par value per share	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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

AsOn ~~previously~~October ~~reported~~13, 2023, Elys Game Technology, Corp. (the “Company”) received a letter from the ~~Listing Qualifications Department of The~~ Nasdaq Stock Market ~~LLC~~ (“Nasdaq”) on ~~July~~formally ~~25,~~notifying ~~2022,~~the ~~stating~~Company that the ~~Company was not in compliance with~~ Nasdaq Hearings ~~Listing~~Panel ~~Rule 5450~~(~~a)(1) (~~the “~~Minimum~~Panel”) ~~Bid~~has ~~Price~~determined ~~Rule”) because~~to ~~the~~delist Company’s common stock ~~failed~~from tothe ~~maintain~~Nasdaq aCapital ~~minimum~~Market ~~closing~~and ~~bid~~would suspend ~~price~~trading of ~~$1.00~~Company’s ~~for~~common 30stock ~~consecutive~~on ~~trading~~the ~~days. In accordance with~~ Nasdaq ~~Listing~~Capital ~~Rule 5810(c)(3)(A)~~Market, ~~the~~effective ~~Company~~at ~~was~~the ~~afforded~~open ~~an initial period~~ of ~~180~~business ~~calendar~~on ~~days,~~October ~~or until January 23~~17, 2023, to(the ~~regain~~“Delisting ~~compliance~~Letter”). ~~with~~The ~~the~~Panel ~~Minimum~~made ~~Bid~~this ~~Price~~determination ~~Rule.~~due Onto ~~January 17, 2023,~~ the Company’s ~~delivered~~failure to ~~Listing~~achieve ~~Qualifications~~certain ~~Department~~milestones ofunder ~~Nasdaq~~its ~~a confidential~~ plan toof ~~cure~~compliance, ~~the~~as ~~deficiency~~presented ~~within~~to the ~~second~~Panel ~~compliance~~on ~~period.~~August ~~On January 24~~1, 2023,. ~~the~~A ~~Listing~~copy ~~Qualifications Department~~ of ~~Nasdaq sent~~ the ~~Company~~press ~~a second notice~~release, ~~indicating~~dated ~~that~~October ~~the~~16, 2023, announcing Company’s ~~was~~receipt ~~eligible~~of ~~for~~Nasdaq’s anfinal ~~additional~~delisting ~~180 period~~letter, oris ~~until July~~attached ~~24,~~hereto ~~2023,~~as inExhibit ~~which to regain compliance~~99.1.

The ~~Company~~Delisting ~~was~~Letter ~~unable~~provides tothat ~~regain~~the ~~compliance~~Company ~~with Minimum~~may ~~Bid~~request ~~Price~~the ~~Rule~~Nasdaq ~~prior~~Listing toand ~~the~~Hearing ~~expiration~~Review ofCouncil ~~the~~to ~~second~~review ~~180~~the ~~calendar~~delisting ~~day~~decision ~~period.~~within On15 ~~July~~days ~~25,~~from ~~2023,~~ the ~~Company~~date ~~received~~of ~~written~~the ~~notice~~Delisting ~~(the~~Letter. ~~“Notice”)~~The ~~from~~Company ~~Nasdaq~~is ~~stating~~currently ~~that~~carefully ~~the~~evaluating ~~Company~~whether ~~has~~such ~~not~~an ~~complied~~appeal ~~with~~of ~~the~~Nasdaq’s ~~Minimum~~decision ~~Bid~~is ~~Price Rule~~warranted. The ~~Notice indicated that the~~ Company’s ~~common~~evaluation will ~~stock~~take ~~would~~into beaccount ~~suspended~~various ~~from~~factors, ~~trading~~including onthe ~~Nasdaq~~board ~~unless~~of ~~the~~directors’ ~~Company~~assessment ~~requests~~of athe ~~hearing~~likelihood ~~before~~of athe ~~hearings~~Company ~~panel~~regaining byand ~~August~~maintaining 1,compliance ~~2023.~~with ~~The~~Nasdaq ~~Company~~listing ~~intends~~requirements. ~~to timely request a hearing~~Additionally, ~~which~~the evaluation will ~~stay~~encompass ~~any~~an ~~trading~~analysis ~~suspension~~ of the ~~Company’s~~benefits ~~common~~of ~~stock~~continuing ~~until~~to ~~completion~~be oflisted ~~the~~on Nasdaq ~~hearing~~compared ~~process~~to ~~and~~the ~~expiration~~substantial ofcosts, ~~any~~including ~~additional~~the ~~extension~~extensive ~~period~~commitment ~~granted~~of bymanagement’s ~~the~~time ~~panel following~~and ~~the~~resources ~~hearing~~for complying with various listing requirements.

The Company ~~expects~~has ~~the~~initiated ~~hearing to be held within 45 days of~~ the ~~Company’s~~process request for the hearing, pursuant to the Nasdaq Listing Rules. At or prior to the hearing, the Company intends to present its plans to Nasdaq to regain compliance with the Minimum Bid Price Rule and request an extension of ~~time to allow~~transferring the ~~Company’s~~quotation ~~Board~~ of ~~Directors~~its ~~and~~common ~~management~~stock to ~~effect~~one ~~a reverse stock split. In anticipation~~ of the ~~appeal,~~ over-the-counter ~~Company~~markets ~~intends filing~~operated aby ~~preliminary~~OTC ~~proxy~~Markets ~~statement~~Group ~~with the U~~Inc.S. ~~Securities~~The ~~and~~shares ~~Exchange Commission relating to a proposal to approve an amendment to the Company’s Second Amended and Restated Certificate~~ of ~~Incorporation to, at~~ the ~~discretion of the~~ Company’s ~~Board of Directors,~~ ~~effect~~common ~~a reverse~~ stock ~~split~~are ~~with~~expected ~~respect~~ to ~~the~~begin ~~issued~~trading ~~and~~on ~~outstanding~~October ~~common stock at a ratio of 1-for-2 to 1-for-1000~~17, ~~with~~2023 ~~the ratio to be determined at the discretion of the Board of Directors~~ and ~~included~~under ~~in a public announcement (~~the ~~“Reverse~~symbol ~~Split”)~~“ELYS.”

~~There~~Safe ~~continues~~Harbor to be no immediate effect on the listing of the Company’s common stock, which continues to trade on The Nasdaq Capital Market under the symbol “ELYS.” The Company is working diligently to satisfy, and intends to regain compliance with, the Minimum Bid Price Rule. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Rule prior to the hearing date or at all or that Nasdaq will grant the Company an extension of time to achieve compliance with the Minimum Bid Price Rule. The Company intends to continue to monitor its closing bid price for ~~its~~Forward-Looking ~~common stock and will continue considering all available options to comply with the Minimum Bid Price Rule as may be necessary.~~Statements

~~Safe~~Certain ~~Harbor~~statements ~~for~~contained in this report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “predicts,” “plans,” “expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and similar words. Forward-~~Looking~~looking statements ~~Statements~~are based on the Company’s current plans and expectations and involve risks and uncertainties which are, in many instances, beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among others, the failure to submit a timely appeal to Nasdaq, the ability to regain compliance with the Minimum Bid Price Rule as a result of the proposed Reverse Split or otherwise in the future, the ability to meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other risks, uncertainties and factors detailed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including in the Company’s Annual Report for the year ended December 31, 2022 on Form 10-K, which was filed with the SEC. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. The Company is providing the information in this report as of the date hereof and assumes no obligations to update the information included in this report or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

~~Certain~~ITEM ~~statements contained in this report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934~~9. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “predicts,” “plans,” “expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and similar words01. ~~Forward-looking statements~~Financial ~~are~~Statements ~~based on the Company’s current plans~~ and expectations and involve risks and uncertainties which are, in many instances, beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statementsExhibits. Such risks and uncertainties include, among others, the failure to submit a timely appeal to Nasdaq, the ability to regain compliance with the Minimum Bid Price Rule as a result of the proposed Reverse Split or otherwise in the future, the ability to meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other risks, uncertainties and factors detailed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including in the Company’s Annual Report for the year ended December 31, 2022 on Form 10-K, which was filed with the SEC. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. The Company is providing the information in this report as of the date hereof and assumes no obligations to update the information included in this report or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

~~SIGNATURES~~(d) Exhibits

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.

Exhibit No.

Description

99.1

Press Release, dated October 16, 2023, titled Elys Game Technology Announces Decision of Nasdaq Hearings Panel To Delist Common Shares.

Date: July 31, 2023	ELYS GAME TECHNOLOGY, CORP.
	By: /s/ Michele Ciavarella
	Name: Michele Ciavarella
	Title: Executive Chairman

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.

	Elys Game Technology, Corp.

Dated: October 16, 2023	By:
	Name:	Michele Ciavarella
	Title:	Executive Chairman

Filing Compare · Elys BMG Group, Inc.