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 of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~October~~ 16November 9, 2023

Elys Game Technology, Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-39170

33-0823179

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

130 Adelaide Street West, Suite 701

Toronto, Ontario M5H 2K4, Canada

(Address of principal executive offices~~, zip code~~)

1-561-838-3325

(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 (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))

¨ 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
Common stock, par value $0.0001 per share	ELYS	OTC Markets

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 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

OnAmendment October 13, 2023, Elys Game Technology, Corp. (the “Company”) received a letter from the Nasdaq Stock Market (“Nasdaq”) formally notifying the Company that the Nasdaq Hearings Panel (the “Panel”) has determined to ~~delist~~2018 ~~Company’s common stock from the Nasdaq Capital Market and would~~Equity ~~suspend~~Incentive trading of Company’s common stock on the Nasdaq Capital Market, effective at the open of business on October 17, 2023 (the “Delisting Letter”). The Panel made this determination due to the Company’s failure to achieve certain milestones under its plan of compliance, as presented to the Panel on August 1, 2023. A copy of the press release, dated October 16, 2023, announcing Company’s receipt of Nasdaq’s final delisting letter, is attached hereto as Exhibit 99.1.Plan

~~The~~On ~~Delisting~~November ~~Letter~~9, ~~provides~~2023, ~~that~~Elys Game Technology, Corp. (the “Company”) ~~may~~held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At ~~request~~the Annual Meeting, the ~~Nasdaq~~Company’s ~~Listing~~stockholders ~~and~~approved ~~Hearing~~an ~~Review~~amendment ~~Council~~(Amendment No. 4) to ~~review~~the Company’s 2018 Equity Incentive Plan (as amended, the ~~delisting~~“2018 ~~decision~~Equity ~~within~~Incentive 15Plan”) ~~days~~to ~~from~~increase the ~~date~~number of ~~the~~shares ~~Delisting~~of ~~Letter~~common stock, par value $0.0001 per ~~The~~share (the “common stock”), that the Company iswill ~~currently~~have ~~carefully~~authority ~~evaluating~~to ~~whether~~grant ~~such~~under the 2018 Equity Incentive Plan by an ~~appeal~~additional 12,000,000 shares of ~~Nasdaq’s~~common ~~decision~~stock is(for ~~warranted~~a total of 28,000,000 shares). ~~The~~A description of the 2018 Equity Incentive Plan is set forth in the Company’s ~~evaluation will~~definitive ~~take~~proxy ~~into~~statement ~~account~~on ~~various~~Schedule ~~factors,~~14A ~~including~~for the ~~board~~Annual ofMeeting, ~~directors’~~which ~~assessment~~was offiled on October 27, 2023 with the ~~likelihood~~Securities and ofExchange Commission (the ~~Company~~“Definitive ~~regaining~~Proxy Statement”), in the section entitled “PROPOSAL 3—APPROVAL OF AN ~~and~~AMENDMENT ~~maintaining~~TO ~~compliance~~OUR ~~with~~2018 ~~Nasdaq~~EQUITY ~~listing~~INCENTIVE ~~requirements.~~PLAN ~~Additionally~~TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER THE PLAN BY AN ADDITIONAL 12,000,000 ~~the~~SHARES ~~evaluation~~OF ~~will~~COMMON ~~encompass~~STOCK”, anwhich ~~analysis~~description ofis ~~the~~incorporated ~~benefits~~by ofreference herein. The description ~~continuing~~is toqualified bein ~~listed~~its onentirety ~~Nasdaq~~by ~~compared~~reference to the ~~substantial~~full ~~costs~~text of the 2018 Equity Incentive Plan, including ~~the~~Amendment ~~extensive~~No. ~~commitment~~4 thereto, a copy of ~~management’s~~which ~~time~~is included as Exhibit 10.1 to this Current Report on Form 8-K and ~~resources~~ ~~for~~attached ~~complying~~to ~~with~~the ~~various~~Definitive ~~listing~~Proxy ~~requirements~~Statement as Appendix A.

~~The~~Item ~~Company~~5.07. ~~has~~Submission ~~initiated the process~~ of ~~transferring the~~Matters ~~quotation of its common stock~~ to ~~one~~a ofVote ~~the over-the-counter markets operated by OTC Markets Group Inc. The shares~~ of ~~the~~Security ~~Company’s common stock are expected to begin trading on October 17, 2023 and under the symbol “ELYS~~Holders.”

~~Safe~~At ~~Harbor~~the ~~for~~Annual ~~Forward-Looking~~Meeting ~~Statements~~held on November 9, 2023, the Company’s stockholders voted on the following five (5) proposals and cast their votes as described below. A total of 22,036,036 shares of common stock were represented in person or by proxy at the Annual Meeting, which represented a quorum. These matters are described in detail in the Definitive Proxy Statement. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.

~~Certain~~The ~~statements~~certified ~~contained~~results ~~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~~each of ~~1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing~~ the ~~words~~matters ~~“predicts,”~~voted ~~“plans,”~~upon ~~“expects,”~~at “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and similar words. Forward-looking 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~~Meeting, ~~2022 on Form 10-K,~~ which ~~was~~are ~~filed~~more ~~with~~fully ~~the~~described ~~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~~Definitive ~~statements~~Proxy ~~contained~~Statement ~~herein.~~are ~~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.follows:

~~ITEM~~Proposal ~~9.01.~~1: ~~Financial~~Election of ~~Statements~~five (5) directors for terms expiring at the 2024 annual meeting of stockholders and ~~Exhibits~~until their successors are duly elected and qualified.

The five (d5) ~~Exhibits~~nominees named as directors of our Board of Directors (the “Board”), each to serve a one-year term expiring at the 2024 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, were elected with the following votes:

Exhibit No.	Description
Name of Director	Votes For		Withheld		Broker Non-Votes
99.1	Press Release, dated October 16, 2023, titled Elys Game Technology Announces Decision of Nasdaq Hearings Panel To Delist Common Shares.
1. Michele Ciavarella		21,192,998		443,049		399,989
2. Paul Sallwasser		20,887,048		759,473		389,515
3. Steven A. Shallcross		20,867,570		778,651		389,815
4. Larry Flynn		21,197,341		448,981		389,714
5. David Aronoff		21,202,215		444,407		389,414

~~SIGNATURES~~Proposal 2: Ratification of the appointment of BDO AG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

~~Pursuant~~The tostockholders ratified the ~~requirements~~appointment of ~~the~~BDO ~~Securities~~AG ~~Exchange~~as ~~Act~~the ofCompany’s ~~1934,~~independent ~~the registrant~~registered ~~has~~public ~~duly~~accounting ~~caused~~firm ~~this~~for ~~report~~the toyear beending ~~signed~~December on31, ~~its~~2023 ~~behalf~~based on by the ~~undersigned~~votes ~~hereunto~~set ~~duly~~forth ~~authorized.~~below:

	Elys Game Technology, Corp.
Votes For		Votes Against	Abstentions	Broker Non-Votes
Dated: October 16, 2023	By:
21,570,201		85,800	380,035	0
	Name:	Michele Ciavarella
	Title:	Executive Chairman

Proposal 3: Approval of an amendment (Amendment No. 4) to the 2018 Equity Incentive Plan to increase the number of shares of common stock that the Company will have the authority to grant as awards by an additional 12,000,000 shares of common stock. (the “Plan Amendment Proposal”).

As further described above in Item 5.02 of this Current Report on Form 8-K, the stockholders approved and adopted Amendment No. 4 to the 2018 Stock Incentive Plan, which amendment increased the number of shares of common stock that the Company will have authority to grant as awards under the 2018 Stock Incentive Plan by an additional 12,000,000 shares of common stock. As a result, a maximum of 28,000,000 shares of common stock may be issued under the 2018 Stock Incentive Plan, as amended. The results of the voting for this approved Proposal 3 were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes

20,900,723	930,488	204,825	0

Proposal 4: Approval to authorize our Board, in its discretion (in the event it is deemed advisable by the Board), to implement one or more reverse stock splits of our outstanding common stock at a ratio of not less than 1-for-10 and not more than 1-for-10,000 in the aggregate at any time prior to our next annual meeting of stockholders. Approval of this proposal to effect one or more reverse stock splits and to determine the ratio as opposed to approval of an immediate single reverse stock split at a specific ratio, provides our Board with maximum flexibility to react to current market conditions and therefore to achieve the purposes of a reverse stock split, if implemented, and to act in the best interests of our stockholders (the “Reverse Split Proposal”).

The stockholders approved this proposal to authorize our Board, in its discretion (in the event it is deemed advisable by the Board), to implement one or more reverse stock splits of our outstanding common stock at a ratio of not less than 1-for-10 and not more than 1-for-10,000 in the aggregate at any time prior to our next annual meeting of stockholders based on the votes listed below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
20,818,034		1,205,089		12,913		0

Assuming the Board deems it advisable, any reverse split will be effected upon the filing of an amendment to our certificate of incorporation with the Secretary of State of the State of Delaware (the “Amendment”). The form of Amendment is set forth in the certificate of amendment annexed to the Definitive Proxy Statement as Appendix B. If our Board elects to implement one or more reverse stock splits as approved by our stockholders, then the number of shares of our common stock will be reduced in accordance with the selected ratio for the reverse stock split. Any fractional share resulting from the selected exchange ratio for a single reverse stock split will be rounded up to the nearest whole share. The par value of our common stock would remain unchanged. The Board will implement the reverse stock split at such time, if ever, if and when it is deemed by the Board to be advisable. The Board will also have the discretion to abandon the reverse stock split if the Board does not believe it to be in the best interests of the Company and its stockholders.

Proposal 5: Approval of the issuance of common stock upon the conversion of 12% convertible debentures and the exercise of warrants issued to certain investors (the “Stock Issuance Proposal”).

The stockholders approved the issuance of common stock upon the conversion of 12% convertible debentures and the exercise of warrants issued to certain investors. The results of the voting for this approved Proposal 5 were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
21,163,939		667,166		204,931		0

Proposal 6: Authorization of an adjournment of the Annual Meeting of Stockholders, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3, Proposal 4 or Proposal 5 was withdrawn since each proposal received sufficient votes approving each of Proposal 3, Proposal 4 and Proposal 5.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number	Exhibit Description

10.1	Amendment No. 4 to the Elys Game Technology, Corp. 2018 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 27, 2023)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ELYS GAME TECHNOLOGY, CORP.

Dated: November 16, 2023	By:	/s/ Michele Ciavarella
	Name:	Michele Ciavarella
	Title:	Executive Chairman and Interim Chief Executive Officer

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