Securities to be offered to employees in employee benefit plans



STYLE="font: 10pt Times New Roman, Times, Serif">






As filed with the Securities and Exchange
Commission on January 20, 2021




Registration No. 333-






UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




WASHINGTON, D.C. 20549






FORM S-8




REGISTRATION STATEMENT




UNDER




THE SECURITIES ACT OF 1933






Elys Game Technology, Corp.




(Exact name of registrant as specified in
its charter)






















Delaware





33-0823179





(State or other jurisdiction




of incorporation or organization)





(I.R.S. Employer




Identification Number)







130 Adelaide Street, West, Suite 701




Toronto, Ontario, Canada M5H 2K4




+39-391-306-4134




(Address, including ZIP code, and telephone
number, including




area code, of registrant's principal executive
office)






NEWGIOCO GROUP, INC. 2018 EQUITY INCENTIVE
PLAN




(Full title of the Plan)






Michele Ciavarella




Chief Executive Officer




Elys Game Technology, Corp.




130 Adelaide Street, West, Suite 701




Toronto, Ontario, Canada M5H 2K4




+39-391-306-4134




(Name, address and telephone number of agent
for service)







With copies to:







Leslie Marlow, Esq.




Hank Gracin, Esq




Patrick J. Egan, Esq.




Gracin & Marlow, LLP




The Chrysler Building





405 Lexington
Avenue, 26





th



Floor





New York, New York 10174




(212) 907-6457




(Name, address and telephone number)





Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



















Large accelerated filer


¨



Accelerated filer


¨



Non-accelerated filer


þ



Smaller reporting company


þ




Emerging growth company


¨




If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.


¨




















CALCULATION OF REGISTRATION FEE












































Title of Securities to be Registered






Amount to be




Registered




(1)(2)






Proposed Maximum




Offering Price




Per Share(3)






Proposed Maximum




Aggregate




Offering Price(3)






Amount of




Registration Fee(4)















Common Stock, par value $0.0001 per share, under the 2018 Equity Incentive Plan




1,850,000 shares




$ 5.981




$11,064,850




$ 1,207.18




————————



































(1)



The securities to be registered include options and other rights to acquire the common stock of Elys Game Technology, Corp. (the “Registrant”).





(2)



Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.





(3)



Calculated pursuant to Rule 457(c)
and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The price for the shares under the plan
is based upon the average of the high and low sale prices of the Registrant’s common stock reported on the NASDAQ Capital
Market on January 14, 2021.






(4)



Calculated under Section 6(b) of the Securities Act as 0.00010910 of the proposed maximum aggregate offering price.


























EXPLANATORY NOTE





Elys Game Technology,
Corp. (formerly known as Newgioco Group, Inc.) (the “Registrant” or the “Company”) filed with the Securities
and Exchange Commission (the “Commission”) its Registration Statement on Form S-8 (Registration No. 333-232531) on
July 3, 2019 (the “2019 Registration Statement”) pursuant to and in accordance with the requirements of General Instruction
E to Form S-8 for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 1,150,000
(as adjusted for the Registrant’s 1-for-8 reverse stock split that was effected on December 12, 2019) shares of common stock,
par value $0.0001 per share (the “Common Stock”), to be offered and sold under the Registrant’s 2018 Equity Incentive
Plan, as it may be amended (hereinafter referred to as the “Plan”). Pursuant to General Instruction E to Form S-8,
the contents of the 2019 Registration Statement are incorporated into this Registration Statement by reference.



The Registrant is filing
this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 1,850,000 shares of
Common Stock that were added to the Plan by a vote of the Registrant’s stockholders at the Registrant’s 2020 Annual
Meeting of Stockholders that was held on November 20, 2020, whereby the stockholders approved Amendment No. 1 to the Plan. A

mendment
No. 1 to the Plan increased the number of shares of Common Stock with respect to which awards may be granted under the Plan to
an aggregate of 3,000,000 shares of Common Stock.




















PART I






INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS






Item 1. Plan Information*






Item 2. Registrant Information and Employee Plan Annual Information*





*The information specified
in Item 1 and Item 2 of Part I of this Registration Statement on Form S-8 is omitted from this filing in accordance with the provisions
of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part
I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as
required by Rule 428. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item
3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.














PART II






INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT






Item 3. Incorporation of Documents by Reference





The Securities and Exchange
Commission (the “SEC”) allows us to “incorporate by reference” the information we file with it which means
that we can disclose important information to you by referring you to those documents instead of having to repeat the information
in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), between the date of this prospectus and the termination of the offering:

































·



The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-39170) filed with the SEC on July 2, 2020;




·



The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 (File No. 001-39170) filed with the SEC on July 22, 2020, August 19, 2020 and November 20, 2020;




·



The Registrant’s Current Reports on Form 8-K (File No. 001-39170) filed with the SEC on March 12, 2020, May 5, 2020, May 13, 2020, May 19, 2020, July 9, 2020, August 17, 2020, August 24, 2020, September 9, 2020, September 23, 2020, October 5, 2020, November 6, 2020, November 23, 2020 and January 5, 2021;




·



The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on October 19, 2020 (File No. 001-39170); and




·



The


description of the Registrant’s common stock set forth in (i) the Registrant’s registration statement on


Form 8-A

filed with the SEC on December 23, 2019 and (ii) Exhibit 4.10 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on July 2, 2020 (File No. 001-39170).






All reports and other documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to be incorporated
by reference in this Registration Statement and to be a part of this Registration Statement from the respective date of filing
of each of those reports or documents until the filing of a post-effective amendment to this Registration Statement which indicates
either that all securities offered by this Registration Statement have been sold or which deregisters all of the securities under
this Registration Statement then remaining unsold.





Any statement contained
in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference
in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.






Item 4. Description of Securities





Not applicable.






Item 5. Interests of Named Experts and Counsel





Not applicable.






Item 6. Indemnification of Directors and Officers





Section 145 of the Delaware
General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.





The Registrant’s
amended and restated certificate of incorporation provides for indemnification of its directors and executive officers to the maximum
extent permitted by the Delaware General Corporation Law, and the Registrant’s bylaws provide for indemnification of its
directors and executive officers to the maximum extent permitted by the Delaware General Corporation Law.















As permitted by the Delaware
General Corporation Law, the Registrant may enter into indemnity agreements that require the Registrant to indemnify certain persons
against any and all costs and expenses (including attorneys’, witness or other professional fees) actually and reasonably
incurred by such persons in connection with any action, suit or proceeding (including derivative actions), whether actual or threatened,
to which any such person may be made a party by reason of the fact that such person is or was a director or officer or is or was
acting or serving as an officer, director, employee or agent of the Registrant or any of its affiliated enterprises, provided that
such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the Registrant’s
best interests and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.








Item 7. Exemption from Registration Claimed





Not applicable.






Item 8. Exhibits



















































































Exhibit No.






Description of Document











3.1




Amended and Restated Certificate of Incorporation dated September 18, 2018 (1)



3.2




Bylaws (2)



3.3




Certificate of Amendment of Certificate of Incorporation dated November 2, 2020 (3)



3.4




Certificate of Correction of Certificate of Incorporation dated November 6, 2020 (3)



4.1




Newgioco Group, Inc. 2018 Equity Incentive Plan (4)



4.2




Form of Stock Option Grant Notice, Stock Option Agreement and Notice of Option Exercise (5)



4.3




Form of RSU Grant Notice and RSU Award Agreement (5)



4.4




Form of Restricted Stock Award Stock Notice and Restricted Stock Agreement (5)



4.5




Amendment No. 1 to the Newgioco Group, Inc. 2018 Equity Incentive Plan (6)




5.1






Opinion of Gracin & Marlow, LLP regarding Legality of Shares

(7)




23.1






Consent of BDO AG, Independent Registered Public Accounting Firm

(7)



23.2




Consent of Gracin & Marlow, LLP (contained in Exhibit 5.1) (7)



24.1




Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference) (7)



———————











(1)



Incorporated by reference to the Registrant’s Form 8-K, File No. 001-39170, filed with the Securities and Exchange Commission on October 3, 2018.























(2)



Incorporated by reference to the Registrant’s Form
8-K, File No. 001-39170, filed with the Securities and Exchange Commission on October 22, 2002.







(3)



Incorporated by reference to the Registrant’s Form 8-K, File No. 001-39170, filed with the Securities and Exchange Commission on November 6, 2020.
















(4)



Incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 22, 2018.

































(5)



Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 3, 2019.







(6)



Incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 19, 2020.







(7)



Filed herewith.














Item 9. Undertakings





The undersigned Registrant hereby undertakes:





1. To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:





i. To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as amended;





ii. To reflect in the prospectus
any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement;





iii. To include any material
information with respect to the plan of distribution not previously disclosed in this registration statement or any material change
to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.





2. That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.





3. To remove from registration by means of
a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.





4. That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.





5. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the
Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.












SIGNATURES





Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Toronto, Ontario, Canada, on the 20th day of January, 2021.

































ELYS GAME TECHNOLOGY, CORP.








By:



/s/ Michele Ciavarella




Name:



Michele Ciavarella




Title:



Executive Chairman of the Board of Directors




POWER OF ATTORNEY AND SIGNATURES



Each of the undersigned,
whose signature appears below, hereby constitutes and appoints Michele Ciavarella as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign
any or all amendments to this Registration Statement, whether pre-effective or post-effective, and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, or his substitute, full power and authority to do and perform each and every act and thing necessary or appropriate
to be done with respect to this Registration Statement or any amendments hereto in the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute
may lawfully do or cause to be done by virtue thereof.



Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.








































































































































































Signature






Title






Date









/s/ Michele Ciavarella





Executive Chairman of the




Board of Directors





January 20, 2021



Michele Ciavarella














/s/ Matteo Monteverdi






Chief Executive Officer (Principal Executive
Officer)









January 20, 2021



Matteo Monteverdi














/s/
Mark Korb






Chief Financial Officer (Principal Financial Officer



and Principal Accounting Officer)









January 20, 2021



Mark Korb














/s/ Luca Pasquini




Chief
Technology Officer and Director






January 20, 2021



Luca Pasquini














/s/ Paul Sallwasser




Director






January 20, 2021



Paul Sallwasser














/s/ Steven A. Shallcross




Director






January 20, 2021



Steven A. Shallcross














/s/ Philippe Blanc




Director






January 20, 2021



Philippe Blanc























EXHIBIT INDEX



















































































Exhibit No.






Description of Document







3.1




Amended and Restated Certificate of Incorporation dated September 18, 2018 (1)



3.2




Bylaws (2)



3.3




Certificate of Amendment of Certificate of Incorporation dated November 2, 2020 (3)



3.4




Certificate of Correction of Certificate of Incorporation dated November 6, 2020 (3)



4.1




Newgioco Group, Inc. 2018 Equity Incentive Plan (4)



4.2




Form of Stock Option Grant Notice, Stock Option Agreement and Notice of Option Exercise (5)



4.3




Form of RSU Grant Notice and RSU Award Agreement (5)



4.4




Form of Restricted Stock Award Stock Notice and Restricted Stock Agreement(5)



4.5




Amendment No. 1 to the Newgioco Group, Inc. 2018 Equity Incentive Plan(6)




5.1






Opinion of Gracin & Marlow, LLP regarding Legality of Shares (7)





23.1






Consent of BDO AG, Independent Registered Public Accounting Firm (7)




23.2




Consent of Gracin & Marlow, LLP (contained in Exhibit 5.1) (7)



24.1




Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference) (7)



———————











(1)



Incorporated by reference to the Registrant’s Form 8-K, File No. 001-39170, filed with the Securities and Exchange Commission on October 3, 2018.























(2)



Incorporated by reference to the Registrant’s Form
8-K, File No. 001-39170, filed with the Securities and Exchange Commission on October 22, 2002.







(3)



Incorporated by reference to the Registrant’s Form 8-K, File No. 001-39170, filed with the Securities and Exchange Commission on November 6, 2020.
















(4)



Incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 22, 2018.

































(5)



Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 3, 2019.







(6)



Incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 19, 2020.







(7)



Filed herewith.




The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever Empire Global Corp. makes a similar move, sign up!

Other recent filings from the company include the following:

Notice of Effectiveness - April 21, 2021
Current report, items 8.01 and 9.01 - April 20, 2021
Empire Global: Elys Game Technology Achieves Record Annual Revenue Of $37.3 Million For 2020 - April 14, 2021
Post-Effective amendments for registration statement - April 13, 2021
Annual report [Section 13 and 15(d), not S-K Item 405] - April 13, 2021

Auto Refresh

Feedback