UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2023
Commission file number: 001-39721
NEOGAMES S.A.
(Translation of registrant’s name into English)
5, Rue De Bonnevoie
L-1260 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices)
_____________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On June 27, 2023, NeoGames S.A. (the “Company”) announced the departure of its Chief Financial Officer, Raviv Adler and the appointment of Motti Gil, Chief Financial Officer of Aspire Global, a subsidiary of the
Company effective as of August 1, 2023. The Company issued a press release titled “NeoGames Announces CFO Transition”. A copy of the press release is furnished as Exhibit 99.1 herewith as the Chief Financial Officer of the Company.
EXHIBIT INDEX
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Exhibit
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Description
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Cautionary Statement Regarding Forward-looking Statements
This announcement contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this announcement other than statements of historical facts, including statements regarding the CFO transition
plans, are forward-looking statements, including without limitation statements regarding the transition of our CFO. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition,
competitive position, future financial results, plans, objectives, and business. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,”
“plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these
forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result
of a number of factors, including, without limitation, the following: we have a concentrated customer base, and our failure to retain our existing contracts with our customers could have a significant adverse effect on our business; we do not
have a formal joint venture agreement or any other operating or shareholders’ agreement with Pollard Banknote Limited (“Pollard”) with respect to NPI, our joint venture with Pollard, through which we conduct a substantial amount of our business;
a reduction in discretionary consumer spending could have an adverse impact on our business; the growth of our business largely depends on our continued ability to procure new contracts; we incur significant costs related to the procurement of
new contracts, which we may be unable to recover in a timely manner, or at all; intense competition exists in the iLottery industry, and we expect competition to continue to intensify; our information technology and infrastructure may be
vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions; in addition to competition with other iLottery providers, we and our customers also compete with providers of other online offerings; the gaming
and lottery industries are heavily regulated, and changes to the regulatory framework in the jurisdictions in which we operate could harm our existing operations; while we have not experienced a material impact to date, the ongoing COVID-19
pandemic, including variants, and similar health epidemics and contagious disease outbreaks could significantly disrupt our operations and adversely affect our business, results of operations, cash flows or financial condition; and other risk
factors described in our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2023, and other documents filed with or furnished to the SEC. It is not possible
for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements we may make. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. These statements reflect management’s
current expectations regarding future events and operating performance and speak only as of the date of this press release. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required
by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the
occurrence of unanticipated events.
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, thereunto duly authorized.
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NEOGAMES S.A.
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By:
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/s/ Moti Malul
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Name: Moti Malul
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Title: Chief Executive Officer
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Date: June 27, 2023
Exhibit 99.1
NeoGames Announces CFO Transition
June 27, 2023: NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the “Company”), a technology-driven provider of end-to-end iLottery
and iGaming solutions, announced today the appointment of Motti Gil as Chief Financial Officer, effective August 1, 2023, subject to certain regulatory approvals. Mr. Gil will succeed Raviv Adler who is stepping down effective July 31,
2023 to pursue another opportunity. In the interim, Mr. Gil and Mr. Adler will be working closely to ensure a seamless transition.
Mr. Gil is a seasoned executive, who brings over 20 years of global financial and operational experience to the position. Since 2016, he has served as the CFO of Aspire Global, including five
years as a publicly listed company, prior to its acquisition by NeoGames. Prior to joining Aspire, he spent seven years as the CFO of GoNet Systems, a wireless technology company which followed positions as a finance executive and controller in
the telecom technology industry, in private and publicly listed companies. Mr. Gil began his career with Ernst & Young.
Moti Malul, CEO of NeoGames comment, “Motti Gil has been with the Company for seven years with much of that time spent as the CFO of the publicly-listed Aspire Global Group prior to the merger last
year. He has continually demonstrated exceptional financial acumen and leadership skills throughout his tenure. He remains instrumental in overseeing critical financial operations and has strong relationships with key stakeholders. Motti is the
ideal candidate to step into this role at this time.”
Mr. Malul also expressed his utmost gratitude and sincere appreciation for Mr. Adler's contributions, "We cannot overstate the immense impact Raviv has had on NeoGames' success. His unwavering
dedication, strategic insights, and exceptional leadership have been instrumental in shaping our Company and in delivering value for our shareholders. We are genuinely thrilled for Raviv as he embarks upon a new opportunity, and wish him all the
best in his future endeavors."
About NeoGames
NeoGames is a technology-driven innovator and a global leader of iLottery and iGaming solutions and services for regulated lotteries and gaming operators. The Company offers its customers a
full-service suite of solutions, including proprietary technology platforms, two dedicated game studios with an extensive portfolio of engaging games – one in lottery and one in casino games, and a range of value-added services. The recent
strategic acquisition of Aspire Global Group enables NeoGames to offer the most comprehensive portfolio across iLottery, an innovative sports betting platform from BtoBet, an advanced content aggregation solution from Pariplay, and a complete set
of B2B Gaming tech and Managed Services. NeoGames remains an instrumental partner to its customers worldwide, as it works to maximize their revenue potential through various offerings, including regulation and compliance, payment processing, risk
management, player relationship management, and player value optimization. NeoGames strives to be the long-term partner of choice for its customers, empowering them to deliver enjoyable and profitable programs to their players, generate more
revenue, and maximize proceeds to governments and good causes.
Forward-looking statement:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current plans,
estimates and expectations of management that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a
representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “may,” “continue,” “target,” “contemplate,” “estimate,”
“forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and similar expressions or the negative of these terms or other comparable terminology are intended to identify forward-looking
statements, though not all forward-looking statements use these words or expressions. All statements, other than statements of historical fact, including statements regarding the CFO transition plans, are forward-looking statements.
These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views
with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors including, without limitation the
risk factors set forth in Item 3.D. “Key Information- Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 28, 2023, and other documents filed with or
furnished to the SEC. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. You should not put undue reliance on any forward-looking
statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking
statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the
date on which the statements are made or to reflect the occurrence of unanticipated events.
Contacts
Investor Contact:
ir@neogames.com
Media Relations:
pr@neogames.com
Investor Contact:
ir@neogames.com
Media Relations:
pr@neogames.com