Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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))
EXPLANATORY NOTE
This Amendment No. 1 to Form 8-K initially filed by the Company on June 19, 2017
(the "Original 8-K) is being filed to cancel and replace the Original 8-K and to
correctly state that the compensation amount and Warrant to purchase common
shares to be issued in connection with an agreement between the Company's
Canadian subsidiary and Donal Carroll (the "Agreement") has not been signed and
is subject to approval of the Company's Board of Directors. As of the date of
this Amendment No. 1, the Agreement has not been signed by Mr. Carroll and the
Board of Directors have not approved the Agreement, the compensation amount or
the Warrant. As a result, as of the date of this filing, the Agreement is not
effective and the signing bonus Warrant, incorrectly described as Warrant No. 31
but properly filed as a Form of Warrant, is not issued as of the date of this
Amendment No. 1. Mr. Carroll has submitted an invoice for services and expenses
on an independent contractor basis without statutory deductions or prorated for
the period, and remains subject to review by the Company. Except as stated in
the Explanatory Note, no other information contained in the Original Form 8-K is
changed.
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 appointed as Chief
Financial Officer, and Julia Lesnykh was appointed as VP Finance.
Agreement with Mr. Carroll
The Company, through its wholly owned Canadian subsidiary, reached an agreement
(the "Agreement") with Mr. Carroll subject to approval of the Board of
Directors. Upon approval and signing of the Agreement, Mr. Carroll would
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.
In connection with the Agreement, Mr. Carroll would also receive 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.
Pursuant to the Agreement, if Mr. Carroll is terminated by the Company for "just
cause" (as defined in the Agreement) or should Mr. Carroll resign or otherwise
voluntarily terminate his employment for any reason during the term of the
Agreement, Mr. Carroll would 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. Further, if the Company terminates
Mr. Carroll without "cause" (as defined in the Agreement), he will be entitled
to six (6) months' Compensation in lieu of notice of termination 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 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 the term of the Agreement and thereafter and includes
customary non-compete and non-solicitation clauses for agreements of this type,
which cover the term of the Agreement and the following twenty-four (24) months
after his departure or termination. Mr. Carroll is also indemnified by the
Company in connection to the 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 the Agreement, an unsigned 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 8.01 OTHER EVENTS
The Warrant described in Item 3.02 of the Original 8-K has not been issued.
The Company has taken this position on the basis that (i) Mr. Carroll has not
signed the Agreement; (ii) the Board of Directors has not approved the
Agreement; and (iii) the Board has not approved the issuance of the signing
bonus Warrant.
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 Agreement dated June 5, 2017 between Donal Carroll and
Newgioco Group, Inc.
10.21 Form of Warrant
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: July 28, 2017. NEWGIOCO GROUP, INC.
Per: /s/ MICHELE CIAVARELLA, B.SC
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MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Office