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~~May 3121, ~~2020~~2024

LIGHTNING GAMING, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-52575

20-8583866

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employee

Identification No.)

23 Creek Circle, Suite 400, Boothwyn, PA 19061

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (610) 494-5534

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Securities ~~4.01~~registered ~~Changes~~pursuant into ~~Registrant’s~~Section ~~Certifying~~12(b) of ~~Accountant.~~the Act: None

~~Previous~~Indicate ~~Independent~~by ~~Registered~~check ~~Public~~mark ~~Accounting~~whether ~~Firm~~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)

~~On March 31, 2020, Baker Tilly Virchow Krause, LLP (“Baker~~Emerging ~~Tilly”)~~growth notified the Audit Committee of Lightning Gaming, Inc. (the “Company”) that it declined to stand for reelection as the Company’s independent registered public accounting firm effective immediately.company ☐

~~The~~If ~~audit~~an ~~reports~~emerging ofgrowth ~~Baker~~company, ~~Tilly~~indicate onby ~~the~~check ~~consolidated~~mark ~~financial~~if ~~statements of~~ the ~~Company~~registrant has ~~and~~elected ~~its~~not ~~subsidiaries~~to asuse ~~of and for~~ the ~~years~~extended ~~ended~~transition ~~December~~period ~~31,~~for ~~2019~~complying ~~and~~with ~~2018 did not contain~~ any ~~adverse~~new ~~opinion~~ or ~~disclaimer~~revised offinancial ~~opinion,~~accounting ~~however,~~standards ~~the~~provided ~~report~~pursuant to asSection of13 ~~and~~(a) ~~for the year ended December 31, 2019 was modified as it related to the adoption~~ of the ~~Financial~~Exchange ~~Accounting Standards Board Accounting Standards Update 2016-02, Leases~~Act.

During the two years ended December 31, 2019 and 2018 and the subsequent interim period through March 31, 2020, there were no disagreements between the Company and Baker Tilly on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference thereto in their reports on the consolidated financial statements for such years.☐

In Item 9A of the Company's Annual Report on Form 10-K for the year ended December 31, 2019, management disclosed the existence of a material weakness in internal controls over financial reporting related to the Company’s accounting and disclosure of warrants issued during 2019 and related accounting and disclosure of debt extinguishment related to the restructuring of debt and based on this material weakness, management concluded that as of December 31, 2019, internal control over financial reporting was not effective. Management has implemented remedial measures to address the material weakness which include the review of the applicable guidance and any updates to the guidance relating to fair value measurements and accounting for warrants, and reasonableness tests of the assumptions and inputs used in the fair value measurement and adjustments to the fair value of the warrant on a quarterly basis or as needed. In addition, the Company has committed to consulting with outside specialists should the need arise to assist in the analysis of complex and complicated transactions in the future such as the issuance of warrants.1

~~During~~Item ~~the~~5.02 ~~years~~Departure ~~ended~~of ~~December~~Directors ~~31,~~or ~~2019~~Certain ~~and~~Officers; ~~2018~~Election ~~and~~of ~~the~~Directors; ~~subsequent interim~~Appointment ~~period~~of ~~through~~Certain ~~April~~Officers; 9,Compensatory ~~2020,~~Arrangements ~~there were no reportable events (as that term is described in Item 304(a)(1)(v)~~ of ~~Regulation S-K),~~Certain ~~except as discussed above~~Officers.

~~The~~On ~~Company~~May ~~furnished~~21, ~~Baker~~2024, ~~Tilly~~Frederick ~~with~~C. aTecce ~~copy of this disclosure~~notified onthe ~~April~~Chief 9,Executive ~~2020,~~Officer ~~providing~~(“CEO”) ~~Baker~~and ~~Tilly with~~ the ~~opportunity~~Board toof ~~furnish~~Directors (the ~~Company~~"Board") ~~with~~of aLightning ~~letter~~Gaming, ~~addressed~~Inc. to (the ~~Securities and~~"Company") ~~Exchange~~of ~~Commission~~his ~~(the~~decision ~~“SEC”)~~to ~~stating~~resign ~~whether~~as ita ~~agrees~~member ~~with~~of the ~~statements~~Board ~~made~~effective byimmediately. usMr. ~~herein~~Tecce’s indecision ~~response~~ to ~~Item 304(~~resign was not as a) result of any ~~Regulation~~disagreement ~~S-K~~with ~~and,~~the ifCompany ~~not,~~on ~~stating~~any ~~the~~matter ~~respect~~relating into ~~which~~its itgovernance, ~~does~~operations, ~~not~~policies ~~agree~~or practices. A ~~copy~~As ofa ~~Baker~~member ~~Tilly’s~~of ~~letter to~~ the ~~SEC~~Board, Mr. isTecce ~~filed~~served as ~~Exhibit~~a ~~16.1~~member toof ~~this~~the ~~report~~Company’s Audit Committee.

~~Engagement~~In acceptance of ~~New~~his ~~Independent~~decision ~~Registered~~to ~~Public~~resign, ~~Accounting~~the CEO ~~Firm~~expressed his gratitude and appreciation to Mr. Tecce for his years of service to the Company and the legal and business insights he provided throughout his tenure on the Board.

~~On April 8, 2020, the Audit Committee of the Company engaged Assurance Dimensions (“AD”) as the Company’s independent registered public accounting firm.~~SIGNATURES

~~During~~Pursuant ~~the~~to ~~years ended December 31, 2019, and 2018, and~~ the ~~subsequent interim~~requirements ~~periods~~of ~~through April 8, 2020, neither~~ the ~~Company~~Securities ~~nor anyone acting on its behalf consulted AD with respect to (i) the~~Exchange ~~application~~Act of ~~accounting principles to a specified transaction~~1934, ~~either completed or proposed, or~~ the ~~type~~registrant ofhas ~~audit~~duly ~~opinion~~caused ~~that might~~this ~~be rendered on the Company’s financial statements, and neither a written~~ report ~~nor oral advice was provided~~ to ~~the Company~~be ~~that~~signed ADon ~~concluded~~its ~~was~~behalf ~~an important factor considered~~ by the ~~Company~~undersigned inhereunto ~~reaching~~duly a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was the subject of a disagreement or a reportable event set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-Kauthorized.

Item 9.01 Financial Statements and Exhibits.

	LIGHTNING GAMING, INC.

Date: May 23, 2024	By:	/s/Brian D. Haveson
		Brian D. Haveson Chief Executive Officer

~~(d) Exhibits.~~2

Exhibit Number		Description
16.1		Letter to the Securities and Exchange Commission from Baker Tilly Virchow Krause, LLP dated April 9, 2020.

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.

	LIGHTNING GAMING, INC.
Date: April 9, 2020	By:	/s/ Brian D. Haveson
		Brian D. Haveson Chief Executive Officer

Filing Compare · Lightning Gaming, Inc.