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~~date of earliest event reported): ~~November~~January 904, ~~2023~~2024

Elys BMG Group, Inc.

(Exact name of Registrant as specified in its charter)

Elys Game Technology, Corp.

(~~Exact~~Former name ofor ~~registrant~~former asaddress, ~~specified~~if inchanged ~~its~~since ~~charter~~last report)

Delaware	001-39170	~~001~~33-~~39170~~0823179	~~33-0823179~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(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)

+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))

☐ 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, par value $0.0001 per share		ELYS		OTC Markets

Securities registered pursuant to Section 12(b) of the Act: None

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~~☐ 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 5.0203. ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

On ~~November~~January 904, ~~2023~~2024, Elys ~~Game~~ ~~Technology,~~BMG ~~Corp~~Group Inc. (the “Company”) formerly ~~held~~known ~~its~~as ~~2023~~Elys ~~Annual~~Game ~~Meeting~~Technology, ~~of Stockholders (the “Annual Meeting”)~~Corp. ~~At the~~filed ~~Annual~~a ~~Meeting,~~Certificate ~~the~~of ~~Company’s stockholders approved an amendment (~~Amendment ~~No. 4) to the Company’s 2018 Equity Incentive Plan~~ (~~as amended,~~ the “~~2018~~Certificate ~~Equity Incentive Plan”) to increase the number~~ of ~~shares of common stock, par value $0.0001 per share (the “common stock~~Amendment”), ~~that the Company will have authority~~ to ~~grant~~its ~~under the 2018 Equity Incentive Plan by an additional~~Certificate ~~12,000,000 shares~~ of ~~common~~Incorporation ~~stock~~to ~~(for~~reflect aits ~~total~~corporate ofname ~~28,000,000~~change ~~shares).~~from A“Elys ~~description~~Game ~~of the 2018 Equity Incentive Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting~~Technology, ~~which was filed on October 27, 2023 with the Securities and Exchange Commission (the “Definitive Proxy Statement~~Corp.”), into ~~the section entitled~~ “~~PROPOSAL~~Elys ~~3—APPROVAL~~BMG ~~OF AN AMENDMENT TO OUR 2018 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER THE PLAN BY AN ADDITIONAL 12~~Group,~~000,000~~ ~~SHARES OF COMMON STOCK~~Inc.”~~, which description is incorporated by reference herein~~. ~~The description~~This summary is qualified in its entirety by reference to the ~~full~~Certificate ~~text~~ of ~~the 2018 Equity Incentive Plan, including~~ Amendment ~~No. 4 thereto~~, a copy of which is ~~included~~attached hereto as Exhibit 103.1 ~~to this Current Report on Form 8-K~~ , and ~~attached~~is toincorporated ~~the~~herein ~~Definitive~~by ~~Proxy Statement as Appendix A~~reference.

Item 57.0701. ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosure.

AtThere ~~the~~is ~~Annual~~no ~~Meeting~~change ~~held on~~to ~~November 9, 2023,~~ the Company’s ~~stockholders~~trading ~~voted~~symbol or onCUSIP ~~the~~number ~~following~~in ~~five~~connection ~~(5)~~with ~~proposals~~its ~~and~~name ~~cast their votes as described below~~change. A ~~total~~The ofCompany’s ~~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~~trading inon ~~detail in~~ the ~~Definitive~~OTC ~~Proxy~~Market ~~Statement.~~under ~~All matters submitted to a~~the ~~vote~~ticker ofsymbol ~~the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected~~“ELYS”.

The ~~certified~~information ~~results~~contained in this Item 7.01 of this ~~each~~Current Report on Form 8-K is being furnished pursuant to Item 7.01. This information shall not be deemed to be “filed” for purposes of Section 18 of the ~~matters~~Securities ~~voted~~Exchange ~~upon~~Act atof 1934, as amended (the ~~Annual~~“Exchange ~~Meeting~~Act”), ~~which~~or ~~are~~otherwise ~~more~~subject ~~fully~~to ~~described~~the liabilities inof that Section, or incorporated by reference into any filing under the ~~Definitive~~Securities ~~Proxy~~Act ~~Statement~~of ~~are~~1933, as ~~follows:~~amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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

The five (5) 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:

Name of Director	Votes For		Withheld		Broker Non-Votes
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

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.

The stockholders ratified the appointment of BDO AG as the Company’s independent registered public accounting firm for the year ending December 31, 2023 based on the votes set forth below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
21,570,201		85,800		380,035		0

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).

3.1	Certificate of Amendment of Certificate of Incorporation of Elys BMG Group, Inc.

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.
Date: January 08, 2024	ELYS GAME TECHNOLOGY, CORP.
Dated: November 16, 2023	By:	/s/ Michele Ciavarella
	By: /s/ Michele Ciavarella
	Name:	Michele Ciavarella
	Name: Michele Ciavarella
	Title:	Executive Chairman and Interim Chief Executive Officer
	Title: Executive Chairman

Filing Compare · Elys BMG Group, Inc.