UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
Amendment #1
CURRENT REPORT Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 18, 2018
(Date of earliest reported event): (January 15, 2018)
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))
Explanatory Note
This 8-K/A amends the 8K previously filed on January 18, 2018 to add disclosure
regarding forward looking statements.
ITEM 1.01 OTHER EVENTS
On January 15, 2018, Newgioco Group, Inc. ("we," "us," "our" or the "Company")
entered into an Engagement Letter (the "Agreement") with Echelon Wealth Partners
Inc. ("Echelon") to act as our financial advisor and to provide capital markets
and strategic advice related to the proposed listing common shares for trading
on the Canadian Securities Exchange ("CSE") via an initial public offering from
treasury ("IPO") or alternative method, including a reverse takeover transaction
or other going public transaction (an "RTO") (the RTO and/or IPO are
individually or collectively, the "Going Public Transaction"), and completing a
concurrent or associated financing of between C$3,000,000 and C$5,000,000 or
such other amount, as may be determined by the Company and Echelon (the "Capital
Raising Transaction").
The Company has appointed Echelon to act as the lead agent and sole bookrunner
in respect of the Capital Raising Transaction on a reasonable best efforts
basis, subject to the right of Echelon, in consultation with the Company, to
form a syndicate, which may consist of other licensed dealers, brokers and
investment dealers (Echelon and such other selling agents, collectively,
"Agents"). In connection with the Agreement, we have agreed to pay Echelon an
advisory fee of C$30,000 and a fee equal to 8% of in cash plus broker warrants
equal to 8% the gross proceeds of the offering, subject to certain exceptions,
and to reimburse Echelon for certain expenses incurred by it.
In addition, the Company has agreed to pay Echelon a Sponsorship Agreement fee
of C$110,000 if during the term of the Agreement it is determined that a
Sponsorship Report is required.
Echelon is a leading independent, Canadian-owned and operated wealth management
and capital markets firm with more than $4 billion in assets under
administration and management. The firm has clients across Canada through
offices in Toronto, Oakville, Ottawa, Montreal, Calgary, Vancouver, Victoria,
Saskatoon as well as London and Tokyo.
The securities may be offered only by means of a long-form offering prospectus
and as of the date of this report the pricing for the public offering of our
common stock from treasury has not been determined. A preliminary prospectus
related to the offering shall be filed with the Ontario Securities Commission
("OSC") and, once filled, shall be available on the SEDAR website at
http://sedar.com.
The foregoing description of the Engagement Letter are not complete and is
qualified in its entirety by reference to the full text of the Engagement
Letter, a copy of which is filed as Exhibit 10.2 to this Current Report and is
incorporated by reference herein.
The Agreement contains representations and warranties that the parties made to,
and solely for the benefit of, the other in the context of all of the terms and
conditions of that Agreement and in the context of the specific relationship
between the parties. The provisions of the Engagement Letter, including the
representations and warranties contained therein, are not for the benefit of any
party other than the parties to such agreements and letter and are not intended
as documents for investors and the public from which to obtain factual
information about us or the other parties to such agreements and letter.
Investors and the public should look to other disclosures contained in our
filings with the SEC and the OSC.
Item 9.01 Financial Statements and Exhibits
Number Exhibit Description
10.2 Engagement Letter between Newgioco Group, Inc. and Echelon Wealth
Partners Inc. dated January 15, 2018.
Forward Looking Statements
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.
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: January 18, 2018. NEWGIOCO GROUP, INC.
By: /s/ MICHELE CIAVARELLA, B.Sc.
------------------------------
MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Officer