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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 2
CURRENT REPORT Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 7, 2016
(Date of earliest reported event): (June 30, 2016)
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)
(647) 229-0136
(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
On July 1, 2016, the company filed a Current Report on Form 8-K (the "Original
Form 8-K"), which was amended on August 25, 2016 (the "Amendment No. 1"), to
report the completion of its acquisition of all of the issued and outstanding
shares of Odissea Betriebsinformatik Beratung Gmbh ("Odissea") from its selling
shareholders. This Amendment No. 2 to the Original Form 8-K amends and
supplements Item 9.01 of the Original Form 8-K to include the financial
information described in Item 9.01 below which was not previously filed with the
Original Form 8-K and which is permitted to be filed by amendment no later than
71 calendar days after the date on which the Original Form 8-K was required to
be filed. Except as stated in the Explanatory Note, no other information
contained in the Original Form 8-K is changed.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements for Odissea required by Item 9.01(a) of Form 8-K are
included as Exhibit 99.1 and Exhibit 99.2 to this Amendment No. 2 to the
Original Form 8-K and incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma financial information for Newgioco Group, Inc. required by Item
9.01(b) of Form 8-K is included as Exhibit 99.3 to this Amendment No. 2 to the
Original Form 8-K and incorporated herein by reference.
(c) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this
current report.
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: September 7, 2016. NEWGIOCO GROUP, INC.
By: /s/ MICHELE CIAVARELLA, B.SC
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MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Audited financial statements of Odissea Betriebsinformatik Beratung Gmbh
as of and for the year ended December 31, 2015 and Independent Auditors
Report therein.
99.2 Unaudited interim financial statements of Odissea Betriebsinformatik
Beratung Gmbh for the six months ended June 30, 2016 and 2015 and
Independent Auditors Report therein.
99.3 Unaudited pro forma combined financial information and explanatory notes
for the six months ended June 30, 2016 and the year ended December 31,
2015.
