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

~~November~~Date 8of Report (Date of earliest event reported): January 14, ~~2024~~2025

GAN Limited

(Exact name of registrant as specified in its charter)

Bermuda

001-39274

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I. R. S. Employer

Identification No.)

10845 Griffith Peak Drive, Suite 200

Suite 200

Las Vegas, Nevada 89135

(Address of principal executive offices, including ZIP code)

(833) 565-0550

(Registrant’s telephone number, including 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:

☐	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
Ordinary Shares, par value $0.01	GAN	The Nasdaq Stock Market LLC
Ordinary Shares, $0.01 par value	GAN	The Nasdaq Stock Market LLC

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 23.0201 ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~November~~January 814, ~~2024~~2025, GAN Limited (the “Company”), ~~issued~~received ana ~~earnings~~written ~~release~~notice ~~reporting~~from ~~its~~The ~~unaudited~~Nasdaq ~~financial~~Stock ~~results~~Market ~~for~~LLC ~~the~~(“Nasdaq”) ~~three~~notifying the Company that it was not in compliance with the rules for continued listing as set forth in Nasdaq Listing Rules 5620(a) and ~~nine~~5810(c)(2)(G) due to the Company not having held an annual meeting of shareholders within twelve months ~~ended~~of ~~September~~the ~~30,~~end ~~2024~~of the Company’s fiscal year end. AThe ~~copy~~Company has 45 days to submit a plan to regain compliance. If that plan is accepted by Nasdaq, then the Company may be granted an exception of up to 180 calendar days from the ~~earnings~~fiscal ~~release~~year isend, ~~being~~or ~~furnished~~until asJune ~~Exhibit~~30, ~~99.1~~2025, to ~~this~~regain ~~Current~~compliance. ~~Report~~The Company onintends ~~Form~~to ~~8-K~~submit a compliance plan within the specified period.

The ~~information~~Company ~~contained~~delayed inthe ~~this~~holding ~~Item~~of ~~2.02,~~its ~~including~~annual ~~the~~meeting ~~related~~of ~~information~~shareholders ~~set~~due ~~forth~~to in the ~~earnings~~anticipated ~~release~~closing ~~attached~~of ~~hereto~~its aspreviously ~~Exhibit 99.1~~announced ~~and~~merger ~~incorporated~~with Arc byBermuda ~~reference herein~~Limited, isa ~~being~~wholly-owned ~~“furnished”~~subsidiary ~~and~~of ~~shall~~SEGA ~~not~~SAMMY beCREATION ~~deemed~~INC., ~~“filed”~~a ~~for~~Japanese ~~the~~corporation. ~~purposes of~~The ~~Section~~merger 18has ofbeen ~~the~~approved ~~Securities~~by ~~Exchange~~GAN shareholders ~~Act~~at ofa ~~1934,~~special asgeneral ~~amended,~~meeting ~~or otherwise subject to the liabilities~~ of ~~that~~its ~~section~~shareholders, ~~nor~~received ~~shall~~clearance ~~such information~~from bethe ~~deemed~~Committee ~~incorporated~~on byForeign ~~reference~~Investment in ~~any filing under~~ the ~~Securities Act of 1933, as amended, except as shall be expressly~~U.S. ~~set~~(CFIUS) ~~forth~~and byreceived ~~the~~approval ~~specific~~from ~~reference~~several ingaming ~~such~~regulatory ~~filing~~agencies.

~~Item~~While ~~9.01.~~the ~~Financial~~compliance ~~Statements~~plan is pending, the notice has no immediate effect of the listing of the Company’s common stock, and ~~Exhibits~~its common stock will continue to trade on Nasdaq under the symbol “GAN” at this time.

~~(d)~~Forward-Looking ~~Exhibits~~Statements

Exhibit Number		Description
99.1		Press Release, dated November 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain information contained in this report consists of forward-looking statements for purposes of the federal securities law that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance, that the Company will regain compliance with the Nasdaq listing rules during any compliance period or in the future, or otherwise meet Nasdaq continued listing standards, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

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: November 8, 2024	GAN Limited
	GAN Limited
	/s/ Brian Chang
Date: January 21, 2025	By:	/s/ Sylvia Tiscareño
	Brian Chang
		Sylvia Tiscareño
	Chief Financial Officer
		Chief Legal Officer & Corporate Secretary

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