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 event reported) April 1, 2024

GAN Limited

(Exact name of registrant as specified in its charter)

Bermuda		001-39274		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(I. R. S. Employer Identification No.)

400 Spectrum Center Drive

Suite 1900

Irvine, CA 92618

(Address of principal executive offices, including ZIP code)

(833) 565-0550

(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:

☐	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
Ordinary Shares, $0.01 par value		GAN		The Nasdaq Stock Market LLC

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported by GAN Limited (the “Company”), effective November 25, 2022, Brian Chang was appointed as Interim Chief Financial Officer of the Company. On December 30, 2022, the Company entered into an amended and restated employment agreement (the “Employment Agreement”) with Mr. Chang, pursuant to which Mr. Chang was entitled to, among other benefits and compensation, an annual base salary of $330,000.

On April 1, 2024, the Company officially appointed Mr. Chang to the role of Chief Financial Officer. In connection with his appointment, Mr. Chang’s annual base salary will increase from $330,000 to $375,000. Except as expressly set forth herein, the terms of the Employment Agreement remain unchanged and in full force and effect.

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.

	GAN Limited

Date: April 5, 2024	By:	/s/ Sylvia Tiscareño
		Sylvia Tiscareño
		Chief Legal Officer & Corporate Secretary