Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 19, 2017 (June 5, 2017)
Newgioco Group, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 0 - 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
Appointment of Donal Carroll as Chief Financial Officer and Julia Lesnykh as
VP Finance.
On June 6, 2017, Newgioco Group, Inc. (the "Company") announced that effective
June 5, 2017 (the "Commencement Date") Donal Carroll has been engaged as Chief
Financial Officer, and Julia Lesnykh was appointed as VP Finance.
Employment Agreement with Mr. Carroll
The Company, through its wholly owned Canadian subsidiary, entered into an
Employment Agreement (the "Agreement") with Mr. Carroll. Pursuant to the terms
of the Agreement, Mr. Carroll will receive an annual base salary of $108,000 and
an annual incentive bonus to be earned based on the achievement of annual
performance targets to be established by the Board of Directors or the Executive
Compensation Committee of the Board. Mr. Carroll also received a signing bonus
of a Warrant to purchase up to 500,000 shares of the Company that may be
exercised at a price of $1.00 per share and shall expire on June 5, 2019.
If Mr. Carroll's employment is terminated by the Company for "just cause" (as
defined in the Employment Agreement) or should Mr. Carroll resign or otherwise
voluntarily terminate his employment for any reason during the term of the
agreement, Mr. Carroll will be entitled to his base salary and other
non-forfeitable, vested benefits that have accrued but not yet been paid as of
the date of such resignation or termination.
If the Company terminates Mr. Carroll's employment without "cause" (as defined
in the Employment Agreement), he will be entitled to six (6) months'
Compensation in lieu of notice of termination of employment if termination
occurs within twelve (12) months of the Commencement Date or, six (6) months'
Compensation plus one (1) additional months' Compensation for each complete year
of service in lieu of notice of termination of employment if termination occurs
after twelve (12) months from the Commencement Date to a combined maximum of
eighteen (18) months' Compensation. "Compensation" includes base salary plus
bonus actually earned for the bonus year last completed prior to termination.
The Agreement requires Mr. Carroll to not disclose Newgioco's confidential
information during his employment term and thereafter and includes customary
non-compete and non-solicitation clauses for agreements of this type, which
cover his term of employment and the following twenty-four (24) months.
Mr. Carroll is also indemnified by the Company in connection to his duties as
Chief Financial Officer.
The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the complete terms of Mr. Carroll's Employment
Agreement, a copy of which is filed herewith as Exhibit 10.20 and incorporated
herein by reference.
Donal Carroll has 20 years of corporate finance leadership and public company
experience, as well as deep expertise in syndicate investing both in equity and
debt securities. With a balance of prudent financing practices and unique
insights, Mr. Carroll has successfully guided companies for expansion and
growth. Throughout his tenure with Danaher (NYSE:DHR), Alberto Culver
(NYSE:ACV) - now Unilever (NYSE:UL) and Cardinal Meats, Mr. Carroll was
instrumental in major restructuring activities, mergers and acquisitions, and
the implementations of new internal controls and ERP systems resulting in
significant efficiencies through periods of substantial change and strong
company growth.
Mr. Carroll holds a CPA-CMA designation as well as a Bachelor of Commerce degree
from University College Dublin (UCD).
Agreement with Ms. Lesnykh
Also on June 5, 2017, in connection with her appointment as VP Finance,
Ms. Lesnykh will continue on an independent contractor basis until such time
that the salary and benefits for this position is established by the Board of
Directors or the Executive Compensation Committee of the Board.
Julia Lesnykh has over 17 years of accounting experience providing accounting,
tax and advisory services to various small and medium-sized companies. Since
February 2015, she has served Newgioco as a Group Financial Controller
overseeing financial reporting. During this time she has clearly demonstrated
her leadership and accounting abilities, performing full-cycle accounting for
the head office in Canada, reviewing and consolidating domestic and foreign
subsidiaries' financials and liaising with the company's auditors and external
consultants. From 2012 - 2015, Ms. Lesnykh was a member of the Board of
Directors of Friday Capital Inc. (currently HIT Technologies Inc. TSXV:HIT),
participating in the preparation for and successful filing of an initial public
offering. She also served as a Member of the Audit Committee in 2014-2015,
liaising with auditors and overseeing financial reporting on TSX Venture.
Ms. Lesnykh holds a Degree in Economics, an International MBA from the Schulich
School of Business at York University (Canada) and a CIMA Advanced Diploma in
Management Accounting (UK).
A copy of the press release announcing Donal Carroll as Chief Financial Officer
and Julia Lesnykh as VP Finance is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth under Item 5.02 of this Current Report on Form 8-K is
incorporated herein by reference.
We are relying on an exemption from the registration requirements of the
Securities Act for the Warrant granted to Mr. Carroll in connection to the
Agreement pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder. The transaction does not involve a public
offering. Mr. Carroll is an "accredited investor" and has access to information
about the Company and the Warrant granted to him pursuant to the Agreement.
Item 8.01 OTHER EVENTS
On June 6, 2017, the Company issued a press release announcing Mr. Carroll's
appointment as Chief Financial Officer and Ms. Lesnykh's appointment as
VP Finance. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
--------------- -------------------------------------------------------------
10.20 Employment Agreement dated June 5, 2017 between Donal Carroll
and Newgioco Group, Inc.
10.21 Warrant No. 31 Issued on June 5, 2017 to Donal Carroll
99.1 Press Release Dated June 6, 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: June 19, 2017. NEWGIOCO GROUP, INC.
Per: /s/ MICHELE CIAVARELLA, B.SC
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MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Office
