Current Report Filing (8-k)
February 06 2023 - 9:02AM
Edgar (US Regulatory)
0001080319
false
0001080319
2023-02-03
2023-02-03
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 3, 2023
(Date of earliest event reported)
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)
1-561-838-3325
(Registrant’s telephone number, including area
code)
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, par value $0.0001 per share |
ELYS |
The Nasdaq Capital Market |
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 8.01 Other Events.
On February 3, 2023, the Company entered into
an agreement with third parties to begin analyzing short selling in the Company’s securities.
The SEC adopted the “Naked” Short
Selling Antifraud Rule to address fails to deliver on securities that have been associated with naked short selling. The rule
further addresses the liability of short sellers, including broker-dealers acting for their own accounts, who deceive specified
persons about their intention or ability to deliver securities in time for settlement (including persons that deceive their
broker-dealer about their locate source or ownership of shares) and that fail to deliver securities by settlement date.
As defined in Rule 203(c)(6) of Regulation SHO, a
“threshold security” is any equity security of any issuer that is registered under Section 12 of the Exchange Act, or that
is required to file reports under Section 15(d) of the Exchange Act (commonly referred to as reporting securities), where for five consecutive
settlement days:
|
1. |
There are aggregate fails to deliver at a registered clearing agency of 10,000 shares or more per security; |
|
2. |
The level of fails is equal to at least one-half of one percent of the issuer’s total shares outstanding; and |
|
3. |
The security is included on a list published by a self-regulatory organization (SRO). |
In September 2021 and again in recent weeks, the
Company’s shares have been reported under Regulation SHO Threshold Security List for several days. The Company has also taken
steps to establish an oversight team and engage legal counsel to address concerns related to excessive short selling of the
Company’s shares.
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: February 6, 2023 |
ELYS GAME TECHNOLOGY, CORP. |
|
|
|
By: |
|
/s/ Michele Ciavarella |
|
Name: |
|
Michele Ciavarella |
|
Title: |
|
Executive Chairman |
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