[Company Announcement & Merger Update](index=1&type=section&id=Company%20Announcement%20%26%20Merger%20Update) GAN Limited announced Q4 and full-year 2023 results and provided an update on its merger with Sega Sammy Holdings [Fourth Quarter and Full Year 2023 Results Announcement](index=1&type=section&id=Fourth%20Quarter%20and%20Full%20Year%202023%20Results%20Announcement) GAN Limited reported unaudited financial results for Q4 and full year 2023, following shareholder approval of its merger - GAN Limited (NASDAQ: GAN) reported its unaudited financial results for the quarter and year ended December 31, 2023[2](index=2&type=chunk) [Sega Sammy Merger Transaction Update](index=1&type=section&id=Sega%20Sammy%20Merger%20Transaction%20Update) GAN shareholders approved the merger with a Sega Sammy Holdings subsidiary, expected to close in late 2024 or early 2025 pending approvals - GAN shareholders approved the previously announced merger agreement and merger of GAN and a subsidiary of SEGA SAMMY CREATION INC., an affiliate of SEGA SAMMY HOLDINGS INC[3](index=3&type=chunk) - The closing of the merger is expected to occur in late 2024 or early 2025, subject to the satisfaction or waiver of certain conditions to closing, including the approval of the merger and change in control of GAN by certain gaming authorities[5](index=5&type=chunk) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) This section provides an overview of GAN Limited's key financial performance for the fourth quarter and full year 2023 [Fourth Quarter 2023 Financial Highlights](index=1&type=section&id=Fourth%20Quarter%202023%20Financial%20Highlights) Q4 2023 saw a **17% revenue decrease** due to B2B rate changes and lack of major B2C sports events, while net loss improved and Adjusted EBITDA declined Q4 2023 Financial Highlights | Metric | Q4 2023 (Millions) | Q4 2022 (Millions) | Change (%) | | :----------------------- | :----------------- | :----------------- | :--------- | | Total Revenue | $30.7 | $36.9 | -17% | | B2B Segment Revenue | $11.8 | $14.1 | -16.4% | | B2C Segment Revenue | $18.9 | $22.8 | -17.1% | | Total Segment Contribution | $20.9 | $26.9 | -22.3% | | Operating Expenses | $29.5 | $172.4 | -82.9% | | Net Loss | $(9.4) | $(147.7) | +93.6% | | Adjusted EBITDA | $(3.9) | $(0.4) | -875% | | B2B Gross Operator Revenue | $384.7 | $365.8 | +5% | - The decrease in B2B segment revenue was primarily driven by a decrease in contractual revenue rates related to the expiration of an exclusivity period with a B2B customer[3](index=3&type=chunk) - The decrease in B2C segment revenue was primarily driven by increased activity from the World Cup occurring in the fourth quarter of 2022, which did not have a comparable event in Q4 2023[3](index=3&type=chunk) [Full Year 2023 Financial Highlights](index=2&type=section&id=Full%20Year%202023%20Financial%20Highlights) Full year 2023 saw a **9% revenue decrease**, improved net loss due to prior year impairment, negative Adjusted EBITDA, but strong B2B Gross Operator Revenue growth Full Year 2023 Financial Highlights | Metric | FY 2023 (Millions) | FY 2022 (Millions) | Change (%) | | :----------------------- | :----------------- | :----------------- | :--------- | | Total Revenue | $129.4 | $141.5 | -9% | | B2B Segment Revenue | $43.2 | $54.1 | -20.1% | | B2C Segment Revenue | $86.2 | $87.5 | -1.5% | | Total Segment Contribution | $90.7 | $99.9 | -9.2% | | Operating Expenses | $121.0 | $292.4 | -58.6% | | Net Loss | $(34.4) | $(197.5) | +82.6% | | Adjusted EBITDA | $(8.4) | $6.0 | -240% | | Cash | $38.6 | $45.9 | -15.9% | | B2B Gross Operator Revenue | $1,657.8 | $1,224.4 | +35% | - The **20% decrease in B2B segment revenue** was primarily driven by a decrease in contractual revenue rates related to the expiration of an exclusivity period with a B2B customer[7](index=7&type=chunk) - The **35% increase in B2B Gross Operator Revenue** was primarily driven by organic growth with existing customer base in Pennsylvania, Michigan, New Jersey, and Connecticut[7](index=7&type=chunk) [Detailed Financial Statements](index=6&type=section&id=Detailed%20Financial%20Statements) This section presents GAN Limited's consolidated statements of operations, segment revenue, geographical revenue, and Adjusted EBITDA reconciliation [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Consolidated statements show Q4 2023 net loss of **$(9.4) million** and FY 2023 net loss of **$(34.4) million**, improved due to lower operating expenses Consolidated Statements of Operations (in thousands) | Metric (in thousands) | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :-------------------- | :------ | :------ | :------ | :------ | | Revenue | $30,715 | $36,947 | $129,419 | $141,528 | | Cost of revenue | $9,812 | $10,036 | $38,700 | $41,634 | | Sales and marketing | $7,268 | $8,011 | $28,972 | $28,303 | | Product and technology | $8,277 | $10,267 | $38,243 | $35,195 | | General and administrative | $9,562 | $10,541 | $36,657 | $37,848 | | Impairment | — | $137,149 | — | $166,010 | | Depreciation and amortization | $4,378 | $6,414 | $17,161 | $23,276 | | Total operating costs and expenses | $39,297 | $182,418 | $159,733 | $334,037 | | Operating loss | $(8,582) | $(145,471) | $(30,314) | $(192,509) | | Net loss | $(9,376) | $(147,709) | $(34,444) | $(197,498) | - The Company completed a reorganization in Q2 2023, reclassifying operating expenses between sales and marketing, product and technology, and general and administrative, with prior year figures reclassified for comparability[23](index=23&type=chunk) [Segment Revenue and Gross Profit](index=7&type=section&id=Segment%20Revenue%20and%20Gross%20Profit) Segment analysis shows declining B2B and B2C revenues and contributions for Q4 and FY 2023, though B2B segment contribution margin remained strong Segment Revenue and Gross Profit (in thousands) | Metric (in thousands) | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :-------------------- | :------ | :------ | :------ | :------ | | **B2B Revenue** | | | | | | Platform and content license fees | $8,357 | $12,311 | $31,466 | $43,519 | | Development services and other | $3,445 | $1,829 | $11,688 | $10,526 | | Total B2B revenue | $11,802 | $14,140 | $43,154 | $54,045 | | B2B segment contribution | $9,507 | $11,907 | $34,730 | $42,797 | | B2B segment contribution margin | 80.6% | 84.2% | 80.5% | 79.2% | | **B2C Revenue** | | | | | | Gaming | $18,913 | $22,807 | $86,265 | $87,483 | | Total B2C revenue | $18,913 | $22,807 | $86,265 | $87,483 | | B2C segment contribution | $11,396 | $15,004 | $55,989 | $57,097 | | B2C segment contribution margin | 60.3% | 65.8% | 64.9% | 65.3% | | Total segment contribution | $20,903 | $26,911 | $90,719 | $99,894 | | Total segment contribution margin | 68.1% | 72.8% | 70.1% | 70.6% | [Revenue by Geography](index=8&type=section&id=Revenue%20by%20Geography) Revenue declined in the US and Latin America for Q4 and FY 2023, while Europe's full-year revenue increased and other regions showed mixed results Revenue by Geography (in thousands) | Geography (in thousands) | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :----------------------- | :------ | :------ | :------ | :------ | | United States | $8,487 | $12,084 | $31,758 | $45,615 | | Europe | $12,114 | $11,749 | $47,788 | $45,092 | | Latin America | $7,145 | $11,168 | $39,935 | $44,078 | | Rest of the world | $2,969 | $1,946 | $9,938 | $6,743 | | Total | $30,715 | $36,947 | $129,419 | $141,528 | [Adjusted EBITDA Reconciliation](index=8&type=section&id=Adjusted%20EBITDA%20Reconciliation) Adjusted EBITDA was **$(3.9) million** for Q4 2023 and **$(8.4) million** for FY 2023, a significant decline from prior year due to revenue decrease Adjusted EBITDA Reconciliation (in thousands) | Metric (in thousands) | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :-------------------- | :------ | :------ | :------ | :------ | | Net loss | $(9,376) | $(147,709) | $(34,444) | $(197,498) | | Income tax expense (benefit) | $(247) | $3,429 | $138 | $3,942 | | Interest expense, net | $1,118 | $1,758 | $5,003 | $4,279 | | Depreciation and amortization | $4,378 | $6,414 | $17,161 | $23,276 | | Share-based compensation and related expense | $785 | $1,591 | $5,511 | $7,262 | | Impairment | — | $137,149 | — | $166,010 | | Adjusted EBITDA | $(3,884) | $(368) | $(8,395) | $6,042 | [Historical Normalized Revenue](index=9&type=section&id=Historical%20Normalized%20Revenue) Historical normalized revenue adjusts for a consistent **7.0% sports margin** to provide a clearer view of underlying revenue trends Historical Normalized Revenue (in thousands) | Metric (in thousands) | Q4 2023 | Q3 2023 | Q2 2023 | Q1 2023 | | :-------------------- | :------ | :------ | :------ | :------ | | Revenue | $30,715 | $29,817 | $33,758 | $35,129 | | Normalized adjustments | $1,433 | $1,441 | $(2,331) | $(529) | | Normalized Revenue | $32,148 | $31,258 | $31,427 | $34,600 | | Actual sports margin | 6.5% | 6.0% | 8.5% | 7.1% | | Normalized sports margin | 7.0% | 7.0% | 7.0% | 7.0% | - The adjustments are based on the effects of a normalized sports margin of **7.0%** for the year[31](index=31&type=chunk) [Key Performance Indicators (KPIs) & Non-GAAP Measures](index=3&type=section&id=Key%20Performance%20Indicators%20(KPIs)%20%26%20Non-GAAP%20Measures) This section outlines GAN's key performance indicators and definitions of non-GAAP financial measures used to assess business performance [Key Performance Indicators Overview](index=3&type=section&id=Key%20Performance%20Indicators%20Overview) KPIs show **5%** Q4 and **35%** full-year B2B Gross Operator Revenue growth, but B2C Active Customers and Sports Margin declined in Q4 2023 Key Performance Indicators | KPI | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :-------------------------- | :------ | :------ | :------ | :------ | | B2B Gross Operator Revenue (in millions) | $384.7 | $365.8 | $1,657.8 | $1,224.4 | | B2B Take Rate | 3.1% | 3.9% | 2.6% | 4.4% | | B2C Active Customers (in thousands) | 236 | 331 | 500 | 559 | | B2C Marketing Spend Ratio | 28% | 24% | 24% | 21% | | B2C Sports Margin | 6.5% | 6.5% | 7.0% | 6.9% | - **B2B Gross Operator Revenue** increased by **5%** in Q4 2023 and **35%** for the full year, primarily driven by organic growth with existing customers in Pennsylvania, Michigan, New Jersey, and Connecticut[3](index=3&type=chunk)[7](index=7&type=chunk)[9](index=9&type=chunk) - B2C KPIs were impacted by the World Cup in the prior year period, with no significant international sports events in the current year[3](index=3&type=chunk)[7](index=7&type=chunk) [Non-GAAP Financial Measures Definitions](index=4&type=section&id=Non-GAAP%20Financial%20Measures%20Definitions) GAN defines key non-GAAP financial measures and performance indicators, including B2B Gross Operator Revenue, Adjusted EBITDA, and B2C Active Customers, for operational insights - **B2B Gross Operator Revenue** is defined as the sum of B2B corporate customers' gross revenue from virtual simulated gaming (SIM), gross gaming revenue from RMiG, and gross sports wins from sportsbook offerings, indicating the extent of transactions processed through the Company's B2B platforms[14](index=14&type=chunk) - **Adjusted EBITDA** is defined as net loss before interest expense (income), net, income tax expense (benefit), depreciation and amortization, impairments, share-based compensation expense and related expense, restructuring costs, and other infrequent or unusual items, used to compare operating performance and assess core business performance against industry peers[19](index=19&type=chunk) - **B2C Active Customers** are defined as users who place a wager during the period, allowing management to monitor customer segmentation, growth drivers, and platform traffic[16](index=16&type=chunk) [About GAN & Disclosures](index=4&type=section&id=About%20GAN%20%26%20Disclosures) This section provides an overview of GAN Limited's business, forward-looking statements, and investor contact information [About GAN Limited](index=4&type=section&id=About%20GAN%20Limited) GAN Limited is a leading North American B2B internet gaming technology provider and an international B2C sports betting operator, using its GameSTACK™ system - GAN is a leading business-to-business supplier of internet gambling software-as-a-service solutions predominantly to the U.S. land-based casino industry[10](index=10&type=chunk) - GAN is a market-leading business-to-consumer operator of proprietary online sports betting technology internationally with market leadership positions in selected European and Latin American markets[10](index=10&type=chunk) - In its B2B segment, GAN has developed a proprietary internet gambling enterprise software system, GameSTACK, which it licenses to land-based U.S. casino operators as a turnkey technology solution for regulated real money internet gambling[10](index=10&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section contains standard forward-looking statements about future expectations and trends, noting inherent risks and uncertainties, with no obligation to update - This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated trends in revenues, operating expenses, profitability, and the merger[11](index=11&type=chunk) - These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different[11](index=11&type=chunk) - The Company undertakes no obligation to update or revise any forward-looking statements for any reason, except as required by law[11](index=11&type=chunk) [Investor Contacts](index=5&type=section&id=Investor%20Contacts) Contact information for investor relations is provided for inquiries regarding GAN Limited - Investor Contacts: Robert Shore, Vice President, Investor Relations & Capital Markets, (610) 812-3519, rshore@GAN.com; Alpha IR Group, Ryan Coleman or Davis Snyder, (312) 445-2870, GAN@alpha-ir.com[20](index=20&type=chunk)

PART I [Business Overview](index=4&type=section&id=Item%201.%20Business) GAN Limited operates B2B SaaS for online gaming and B2C sports betting, currently undergoing acquisition by SEGA SAMMY CREATION INC - GAN Limited operates two main business segments: B2B (Software-as-a-Service for online casino gaming and sports betting, GameSTACK™ and GAN Sports) and B2C (online sports betting and casino platform 'Coolbet')[17](index=17&type=chunk) - The company entered into a Merger Agreement with SEGA SAMMY CREATION INC. on November 7, 2023, under which GAN will become a wholly-owned subsidiary of SEGA SAMMY CREATION[27](index=27&type=chunk) - The Merger consideration is **$1.97** in cash per ordinary share, and the closing is anticipated for late 2024 or early 2025, subject to regulatory approvals[28](index=28&type=chunk)[31](index=31&type=chunk) B2C Revenue Breakdown (2023) | Product Category | Percentage of Total B2C Revenue | | :--------------- | :------------------------------ | | Online Casino | 58.0% | | Online Sports Betting | 38.6% | | Online Peer-to-Peer Poker | 3.4% | - B2C revenue slightly decreased by **1.4%** from **$87.5 million** in 2022 to **$86.3 million** in 2023, primarily due to a decline in active customers in Latin American markets[19](index=19&type=chunk) - As of December 31, 2023, Coolbet had over **1.6 million** registered customers[19](index=19&type=chunk)[72](index=72&type=chunk) - FanDuel accounted for **16.4%** of total revenue in 2023 and **20.9%** in 2022. The exclusivity period with FanDuel for casino gaming operations ended in January 2023, which could lead to a significant decline in future revenue[69](index=69&type=chunk)[70](index=70&type=chunk)[114](index=114&type=chunk) - As of December 31, 2023, GAN Limited had **677** total employees, with approximately **89%** located outside the United States, and **88%** working in operations[88](index=88&type=chunk)[89](index=89&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from net losses, intense competition, customer concentration, merger uncertainties, regulatory complexities, and internal control weaknesses - The company has incurred net losses and negative cash flows, with an accumulated deficit of **$309.3 million** as of December 31, 2023, and a net loss of **$34.4 million** for the year ended December 31, 2023[103](index=103&type=chunk) - The online gaming industry is highly competitive and rapidly evolving, requiring continuous adaptation to technological changes and new product development, with risks of price reductions, reduced margins, or loss of market share[104](index=104&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - The proposed merger with SEGA SAMMY CREATION INC. is subject to various regulatory approvals, which may be delayed or impose conditions, and failure to complete the merger could negatively impact the stock price and business[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[151](index=151&type=chunk) - A material weakness in internal control over financial reporting was identified, specifically regarding 'super user' access, monitoring of elevated access, and segregation of duties in the B2C segment, which remains unresolved as of December 31, 2023[165](index=165&type=chunk)[166](index=166&type=chunk)[501](index=501&type=chunk) - B2C operations generate a significant portion of revenue from 'unregulated' markets, where changes in tax and licensing regulations could lead to loss of business or increased compliance costs[160](index=160&type=chunk)[161](index=161&type=chunk) - The company's international operations expose it to risks such as currency fluctuations, varying tax regimes, and difficulties in enforcing judgments due to being a Bermuda company[167](index=167&type=chunk)[169](index=169&type=chunk)[178](index=178&type=chunk) [Unresolved Staff Comments](index=39&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report - No unresolved staff comments[185](index=185&type=chunk) [Cybersecurity](index=39&type=section&id=Item%201C.%20Cybersecurity) The company maintains ISO/NIST-aligned cybersecurity programs, overseen by the Board, with no material incidents reported - The company has implemented Information Security programs aligned to ISO and NIST cybersecurity frameworks to protect player data and IT systems[186](index=186&type=chunk) - The security program is managed by a dedicated Information Security team, led by a CISO with over 20 years of experience, and includes continuous risk assessments, vulnerability scans, and periodic penetration testing[187](index=187&type=chunk)[188](index=188&type=chunk) - The Board of Directors provides oversight for cybersecurity and information technology matters[189](index=189&type=chunk) - No material cybersecurity incidents were identified in the last fiscal year, but ongoing risks are acknowledged[188](index=188&type=chunk) [Properties](index=39&type=section&id=Item%202.%20Properties) Corporate headquarters are in Irvine, California, with leased regional offices in Bulgaria, Israel, and Estonia - Corporate headquarters are located in Irvine, California[190](index=190&type=chunk) - Regional offices are maintained in Bulgaria, Israel, and Estonia, all of which are leased[190](index=190&type=chunk) - Current facilities are deemed adequate, and additional space is expected to be available as needed[190](index=190&type=chunk) [Legal Proceedings](index=39&type=section&id=Item%203.%20Legal%20Proceedings) The company is subject to routine legal actions and claims but is not aware of any material adverse litigation - The Company is subject to routine legal actions and claims[191](index=191&type=chunk) - Management is not aware of any pending or threatened litigation that would have a material adverse effect on financial position, results of operations, or liquidity[191](index=191&type=chunk) [Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to GAN Limited - Not applicable[192](index=192&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) GAN's ordinary shares trade on Nasdaq, with 118 holders as of March 2023; no dividends paid, future earnings retained - Ordinary shares are listed on The Nasdaq Capital Market under the symbol 'GAN' since May 7, 2020[193](index=193&type=chunk) - As of March 22, 2023, there were **118** holders of record for ordinary shares[194](index=194&type=chunk) - The company has never declared or paid any cash dividends and intends to retain future earnings for business operations and expansion[195](index=195&type=chunk) - No share repurchases were made during the quarter ended December 31, 2023[196](index=196&type=chunk) [Item 6. [Reserved]](index=40&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - This item is reserved[197](index=197&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net loss improved to **$34.4 million** in 2023, but revenue declined to **$129.4 million** due to B2B exclusivity expiration and B2C market shifts Consolidated Results of Operations (2023 vs 2022) | Metric (in thousands) | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Change Amount | Change Percent | | :-------------------- | :---------------------- | :---------------------- | :------------ | :------------- | | Revenue | $129,419 | $141,528 | $(12,109) | (8.6)% | | Operating Loss | $(30,314) | $(192,509) | $162,195 | (84.3)% | | Net Loss | $(34,444) | $(197,498) | $163,054 | (82.6)% | - The decrease in revenue was primarily due to a **$10.8 million** decrease in B2B revenues, driven by lower contractual revenue rates following the expiration of an exclusivity period with a B2B customer (FanDuel)[237](index=237&type=chunk)[238](index=238&type=chunk)[249](index=249&type=chunk) - B2C revenues decreased by **$1.2 million**, mainly attributable to a decline in active customers in Latin American markets, partially offset by growth in Europe[237](index=237&type=chunk)[238](index=238&type=chunk)[251](index=251&type=chunk) Key Performance Indicators (2023 vs 2022) | KPI | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Change Amount | Change Percent | | :-------------------- | :---------------------- | :---------------------- | :------------ | :------------- | | B2B Gross Operator Revenue (in millions) | $1,657.8 | $1,224.4 | $433.4 | 35.4% | | B2B Take Rate | 2.6% | 4.4% | (1.8)% | (41.0)% | | B2C Active Customers (in hundreds) | 500 | 559 | (59) | (10.5)% | | B2C Marketing Spend Ratio | 23.6% | 21.0% | 2.6% | 12.2% | | B2C Sports Margin | 7.0% | 6.9% | 0.1% | 1.6% | - The B2B Take Rate decreased primarily due to lower contractual revenue rates related to the expiration of an exclusivity period with a B2B customer[265](index=265&type=chunk) - The company had an accumulated deficit of **$309.3 million** and cash on hand of **$38.6 million** as of December 31, 2023. Net cash used in operating activities was **$3.6 million**[272](index=272&type=chunk) - An Amended Credit Facility, effective April 14, 2023, increased the principal balance to **$42.0 million** and waived prior events of default, with management believing it provides sufficient liquidity for at least one year[277](index=277&type=chunk)[278](index=278&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=56&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, GAN Limited is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, GAN Limited is not required to provide quantitative and qualitative disclosures about market risk[288](index=288&type=chunk) [Financial Statements and Supplementary Data](index=57&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited consolidated financial statements for 2023 and 2022 are presented, with an unqualified opinion and detailed notes - Grant Thornton LLP issued an unqualified opinion on the consolidated financial statements for the years ended December 31, 2023 and 2022[289](index=289&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Metric | December 31, 2023 | December 31, 2022 | | :---------------------- | :---------------- | :---------------- | | Total Assets | $87,504 | $103,080 | | Total Liabilities | $92,108 | $82,312 | | Total Shareholders' Equity (Deficit) | $(4,604) | $20,768 | Consolidated Statements of Operations Highlights (in thousands) | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :---------------------- | :---------------------- | :---------------------- | | Revenue | $129,419 | $141,528 | | Operating Loss | $(30,314) | $(192,509) | | Net Loss | $(34,444) | $(197,498) | | Loss per share, basic and diluted | $(0.78) | $(4.66) | Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :---------------------- | :---------------------- | :---------------------- | | Net cash used in operating activities | $(3,565) | $(1,249) | | Net cash used in investing activities | $(6,815) | $(19,103) | | Net cash provided by financing activities | $1,347 | $27,448 | | Cash, end of period | $38,578 | $45,920 | - Goodwill was fully impaired in 2022 with a total charge of **$136.9 million**, resulting in no goodwill balance as of December 31, 2022 and 2023[373](index=373&type=chunk)[410](index=410&type=chunk) - Intangible assets, net, decreased from **$24.9 million** in 2022 to **$12.4 million** in 2023, partly due to a **$19.1 million** impairment recognized in 2022 related to content licensing arrangements[379](index=379&type=chunk)[412](index=412&type=chunk) - The company's operations in Chile, which represented **28.1%** of total consolidated revenue in 2023, face regulatory uncertainty regarding VAT application and legality of online gaming, potentially leading to fines or market exit[489](index=489&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=101&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure matters - No changes in or disagreements with accountants on accounting and financial disclosure[496](index=496&type=chunk) [Controls and Procedures](index=101&type=section&id=Item%209A.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to a material weakness in internal control over financial reporting, with ongoing remediation efforts - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023[499](index=499&type=chunk) - A material weakness in internal control over financial reporting was identified, specifically regarding improper segregation of duties, lack of user access review, and insufficient monitoring of finance users with elevated rights in financial reporting systems within the B2C segment[501](index=501&type=chunk) - Remediation plans include implementing controls to segregate journal entry preparation and approvals, actively monitoring finance users with elevated rights, and segregating the information technology administration function from the finance team[502](index=502&type=chunk) - Despite the material weakness, management concluded that the consolidated financial statements fairly present the financial position, results of operation, and cash flows in conformity with GAAP[499](index=499&type=chunk) [Other Information](index=103&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - No other information to report[508](index=508&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=103&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to GAN Limited - Not applicable[509](index=509&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=104&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's definitive Proxy Statement for the 2024 Annual Shareholder Meeting - Information is incorporated by reference from the definitive Proxy Statement for the 2024 Annual Shareholder Meeting[511](index=511&type=chunk) [Executive Compensation](index=104&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning executive compensation is incorporated by reference from the company's definitive Proxy Statement - Information is incorporated by reference from the definitive Proxy Statement[512](index=512&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=104&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Details on security ownership of certain beneficial owners and management, along with related stockholder matters, are incorporated by reference from the company's definitive Proxy Statement - Information is incorporated by reference from the definitive Proxy Statement[512](index=512&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=104&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's definitive Proxy Statement - Information is incorporated by reference from the definitive Proxy Statement[513](index=513&type=chunk) [Principal Accountant Fees and Services](index=104&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the company's definitive Proxy Statement - Information is incorporated by reference from the definitive Proxy Statement[513](index=513&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=105&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists consolidated financial statements, omits schedules, and provides a comprehensive list of exhibits - Lists the consolidated financial statements included in Item 8 of the report[514](index=514&type=chunk) - All financial statement schedules are omitted as they are not required[515](index=515&type=chunk) - Includes a comprehensive list of exhibits, such as the Agreement and Plan of Merger, Memorandum of Association, By-Laws, Equity Incentive Plan, and various employment agreements[517](index=517&type=chunk)[518](index=518&type=chunk) [Form 10-K Summary](index=107&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[522](index=522&type=chunk) [SIGNATURES](index=108&type=section&id=SIGNATURES) The report is signed by the CEO, Interim CFO, and other directors as of March 13, 2024, with a Power of Attorney included - The report is signed by the Chief Executive Officer (Seamus McGill) and Interim Chief Financial Officer (Brian Chang) as principal executive and financial officers, respectively, along with other directors[526](index=526&type=chunk)[529](index=529&type=chunk) - Signatures are dated March 13, 2024[526](index=526&type=chunk)[529](index=529&type=chunk) - A Power of Attorney is included, authorizing the Certifying Officers to sign amendments to the Annual Report[527](index=527&type=chunk)

IRVINE, Calif.--(BUSINESS WIRE)--GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that Mr. Seamus McGill has recently been named the Company’s Chief Executive Officer. Mr. McGill had previously been serving in an interim capacity. Mr. McGill’s will remain on the Company’s board of directors and will be focused on guiding the Compa ...

IRVINE, Calif.--(BUSINESS WIRE)--GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that, at a special general meeting of its shareholders held on February 13, 2024, GAN shareholders overwhelmingly approved the previously announced merger agreement and merger of GAN and a subsidiary of SEGA SAMMY CREATION INC. (“SSC”), an affiliate of ...

IRVINE, Calif.--(BUSINESS WIRE)--GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today reminded its shareholders to vote in favor of the previously announced merger with a subsidiary of SEGA SAMMY CREATION INC., (“SSC”), an affiliate of SEGA SAMMY HOLDINGS, INC. (“SEGA SAMMY”) at the upcoming special meeting of shareholders. How to Vote The meeti ...

IRVINE, Calif.--(BUSINESS WIRE)--GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that the Company will hold its Special Meeting of Shareholders to vote on the proposed merger with a subsidiary of SEGA SAMMY CREATION INC., an affiliate of SEGA SAMMY HOLDINGS, INC. The meeting will take place on Tuesday, February 13, 2024, at 10:00 AM ...

IRVINE, Calif.--(BUSINESS WIRE)--GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that Red Rock Resorts, Inc. has commenced field trials of GAN Sports under the STN Sports brand at all properties of Station Casinos LLC (“Station Casinos”). The field trial commenced with the certification of GAN’s GameSTACK 2.0 Platform. GAN Sports ...

IRVINE, Calif.--(BUSINESS WIRE)--GAN Limited (NASDAQ: GAN) (the “Company” or “GAN”), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced changes to its Board of Directors and accompanying committees. Mr. Seamus McGill will step down from his role as Chairman of the Board, while continuing in his role as interim CEO and will be focused on guiding the company towards a timely closing wi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File No. 001-39274 GAN Limited (Exact name of registrant as specified in its charter) (State or other jurisdiction of inco ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File No. 001-39274 GAN Limited (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpora ...