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 reported event): October 18, 2017
NEWGIOCO GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000 - 50045 33-0823179
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, Canada
(Address of principal executive offices)
+39 391 306 4134
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registration 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))
ITEM 7.01 - FD DISCLOSURE
On October 18, 2017 Newgioco Group, Inc. (the "Company") issued a press release
announcing that the Company has signed an online casino network that is
currently processing approximately $1 million in annual sales turnover. In
addition, the Company also stated that it intended to report its Q3 results of
operations prior to November 15, 2017
The news release announcing this matter is furnished as Exhibit 99.1 and
incorporated by reference herein. The information in this Item 7.01 and Exhibit
99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such filing.
This Current Report on Form 8-K contains forward looking statements and are
indicated by words such as "shall", "will" and other similar words or phrases.
Actual events or results may differ materially from those described herein. Such
forward-looking statements are subject to a number of risks and uncertainties
that could cause the actual results or performance of the Company to differ
materially from those described herein, include but not limited to the impact of
the global economic environment on the Company's customer base (particularly in
gaming and betting) and the resulting uncertainties; changes in technology and
market requirements; decline in demand for the Company's products; inability to
timely develop and introduce new software, services and applications;
difficulties or delays in absorbing and integrating acquired operations,
technologies and personnel; loss of market share; pressure on pricing resulting
from competition; and inability to maintain certain marketing and distribution
arrangements.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibits are filed with this report:
Exhibit No. Description
______________ _____________________________________
Exhibit 99.1 Press Release dated October 18, 2017.
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.
DATED: October 18, 2017. NEWGIOCO GROUP, INC.
By: /s/ MICHELE CIAVARELLA, B.Sc.
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MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Officer