true FY 0001799332

 0001799332

 2023-01-01
 2023-12-31

 0001799332

 2023-06-30

 0001799332

 2024-03-04

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the year ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ________ to ________

 Commission
file number: 001-39274

 GAN
LIMITED

 (Exact
name of registrant as specified in its charter)

 Bermuda

 Not
 Applicable

 (State
 or other jurisdiction

 of incorporation or organization)

 (I.R.S.
 Employer

 Identification No.)

Spectrum Center Drive, Suite 1900

 Irvine,
 California 92618

 (833) 565-0550

 (Address,
including zip code, and telephone number, including area code, of registrant's principal executive offices)

 Securities
registered pursuant to Section 12(b) of the Exchange Act:

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of Each Exchange on which Registered

 Ordinary
 Shares, par value $0.01 per share

 GAN

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

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

 Smaller
 reporting company

 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 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the registrant's voting and non-voting ordinary shares held by non-affiliates as of June 30, 2023, based
on last sale price as reported on The Nasdaq Capital Market on that date, was approximately $ 72.1 million.

 At
March 4, 2024, there were 45,107,089 ordinary shares outstanding.

 Audit
 Firm ID

 Auditor
 Name:

 Auditor
 Location:

 GRANT
 THORNTON LLP

 Los
 Angeles, California

 EXPLANATORY
NOTE

 GAN
Limited ("we", "our", and "us") is filing this Amendment No. 1 on Form 10-K/A (this "Form 10-K/A")
to amend its Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 13, 2024 (the "Form 10-K").
The purpose of this Form 10-K/A is to include the information required in Part III (Items 10, 11, 12, 13, and 14).

 Other
than the furnishing of the information identified above, this report does not modify or update the disclosure in the Form 10-K in any
way. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal
executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

 GAN
LIMITED

 2023
ANNUAL REPORT ON FORM 10-K/A

 Page

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 SIGNATURES

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors

 The
names of our current directors, their ages as of April 15, 2024, and other information about them are set forth below.

 Name
 of Director Nominee

 Age

 Position

 Class

 Our

 Since

 Current
 Term Expiration

 David
 Ross

 Non-Executive

 I

 2023

 2024

 Susan
 Bracey

 Non-Executive

 I

 2021

 2024

 Eric
 Green

 Non-Executive

 II

 2022

 2025

 David
 Goldberg

 Chairman
 of the Board of Directors

 II

 2018

 2025

 Seamus
 McGill

 Chief
 Executive Officer and Director

 III

 2014

 2026

 The
following biographies describe the skills, qualities, attributes, and experience of our directors. These factors led the Nominating and
Corporate Governance Committee and the Board of Directors to determine that it is appropriate to nominate the current nominees- Susan
Bracey and David Ross -for election to the Board of Directors.

 David
Ross serves as Chief Executive Officer of Gaming Asset Management Enterprises, LLC, a Nevada based holding company which owns a 50%
interest in a Northern Nevada casino, a position he has held since 2018. Since 2014 to the present, Mr. Ross has also served as Chief
Executive Officer of Gaming Asset Management Advisers, LLC, a Nevada based company focused on the gaming and hospitality industry. Prior
to these positions, Mr. Ross was the chief executive officer and member of the board of Affinity Gaming from 2011 through 2014. Mr. Ross
has over 35 years of experience in the gaming and hospitality industry, including currently serving as President and member of the board
of directors of the JW Marriott – Rampart Casino in Las Vegas and previously serving as Chairman of the board of directors of DEQ
Systems, a gaming technology company. Mr. Ross earned his Master of Science in Hotel Administration and his Bachelor of Arts in Business
Management from the University of Nevada, Las Vegas. Mr. Ross was selected to serve on our Board of Directors as a result of his extensive
experience as a public company gaming executive and director, and his business acumen in operations, capital markets, M&A, and licensure
in approximately 35 jurisdictions across North America.

 Susan
Bracey is an experienced financial executive, having most recently served from 2010 to 2020 as EVP and Chief Financial Officer of
Village Roadshow Entertainment Group, a leading co-producer and co-financier of studio-released motion pictures. Prior to that, she served
as Chief Financial Officer of Youbet.com (Nasdaq: UBET), an online wagering company, from 2009 until its sale to Churchill Downs in 2010,
and from 2000 to 2008 Ms. Bracey was an executive at Ticketmaster Entertainment where she served as EVP and Chief Financial Officer.
Ms. Bracey began her career as a certified public accountant with Ernst & Young. She currently serves on the Board of Directors of
Diver. Sea. Fy, a non-profit organization that raises money to support underrepresented youth of color in obtaining scuba certifications.
Ms. Bracey earned a B.S. in Business Administration with a major in Accounting from Chicago State University. Ms. Bracey brings extensive
finance experience in the technology, media and entertainment industries to our Board of Directors, having held C-suite level and executive
positions in both public and privately held companies.

 Eric
Green brings more than 25 years of investment expertise to the Company's board of directors. Since 1997, he has worked at Penn
Capital, an investment firm with approximately $2 billion of assets under management. Mr. Green currently serves as Penn Capital's
Chief Investment Officer of Equity. Additionally, Mr. Green serves as a Senior Portfolio Manager for Penn Capital's Small Cap and
Small to Micro Cap equity strategies. He is currently a member of the firm's executive team, which oversees the firm's overall
corporate strategy and management. Prior to joining Penn Capital, Mr. Green was with the Federal National Mortgage Association, the Royal
Bank of Scotland, and the United States Securities and Exchange Commission, where he served as a financial analyst in the Division of
Investment Management. Mr. Green is also Vice Chairman of the Board of Directors for the Anti-Defamation League (ADL) Mid-Atlantic Region.
Mr. Green earned a bachelor's degree in business administration from American University and a master's degree in business
administration from the Yale School of Management. Mr. Green was selected to serve on our Board of Directors as a result of his extensive
experience in finance and expertise in strategic business matters.

 David
Goldberg is an experienced public company and startup CEO, board member and advisor with extensive experience in gaming, entertainment,
and sports. Since March 2017 he has served as a senior adviser to TPG Capital, one of the world's largest private equity firms.
From April 2014 to April 2018, he was a board and audit committee member at Trans World (OTCQB: TWOC), which operates casinos in the
Czech Republic and was sold in mid-2018, and previously served as the CEO of Youbet.com (Nasdaq: UBET) which was, at that time, the United
States' largest online wagering company. Mr. Goldberg was Chief Executive Officer of ScoreBig, Inc., the owner and operator of
ScoreBig.com, which made a general assignment for the benefit of creditors under California law in October 2016. Mr. Goldberg holds a
Bachelor of Art in Economics from Northwestern University and an MBA from the University of Chicago Booth School of Business. Mr. Goldberg
was selected to serve on our Board of Directors due to his gaming and financial industry experience, and his public company experience
as both director and Chief Executive Officer.

 Seamus
McGill has 25 years experience in the gaming and technology industries and most recently was President of JOINGO, a mobile software
company in San Jose, California from December 2013 to October 2015. Prior to JOINGO, Mr. McGill spent five years at Aristocrat Technologies
Limited as Chief Operating Officer and helped deliver 20% year-on-year growth in the Americas for the second largest manufacturer of
slot machines and gaming solutions in the world. Prior to Aristocrat, Mr. McGill was President of Cyberview Technology, Inc. and orchestrated
its sale to International Game Technology plc. Mr. McGill held senior positions at WMS Gaming Inc. and oversaw the global growth of that
company. He started his career in gaming with Mikohn Gaming Corporation. Mr. McGill was selected to serve on our Board of Directors due
to his gaming industry experience and his tenure with GAN.

 Executive
Officers

 The
names of our current executive officers, their ages as of April 15, 2024, and their positions
are shown below.

 Name
 of Executive Officer

 Age

 Position

 Executive

 Officer

 Since

 Seamus
 McGill

 Chief
 Executive Officer

 2024

 Sylvia
 Tiscare o

 Chief
 Legal Officer & Corporate Secretary

 2021

 Jan
 Roos

 Chief
 Technology Officer

 2022

 Brian
 Chang

 Chief
 Financial Officer

 2022

 Giuseppe
 Gardali

 President,
 B2B

 2023

 Endre
 Nesset

 President,
 B2C

 2022

 Biographical
summaries of each of our executive officers who are not also members of our Board of Directors are included below.

 Sylvia
Tiscare o is our Chief Legal Officer, serving in that role since December 2021. Prior to joining the Company, Ms. Tiscare o
served as General Counsel at William Hill US from 2015 to 2021. Prior to that, she was Assistant General Counsel at Aristocrat Technologies,
Inc. Her professional experience includes serving as in-house counsel in the commercial real estate development sector, as well as being
a litigation attorney for the regional office of an insurance defense law firm. Ms. Tiscare o holds a Bachelor of Arts, Sociology
from the University of Nevada-Las Vegas and a Juris Doctorate from Capital University Law School. She brings substantial experience as
general counsel and business advisor in the technology, sports, gaming manufacturing, and online gaming industries.

 Jan
Roos is our Chief Technology Officer, serving in that role since January 2022. Mr. Roos has extensive experience in information technology
engineering and software development, with a particular focus on gaming and gambling technologies and systems. Since February 2015, Mr.
Roos has served as the Chief Technology Officer of Vincent Group p.l.c., a Malta limited company and wholly owned subsidiary of GAN that
does business as "Coolbet." From 2009 to 2015, Mr. Roos held positions with Betsson Group including Head of Software Development
and Development Centre Manager. Mr. Roos holds a Bachelor's Degree in network Software Systems from the Tallinn Technical University.

 Brian
Chang is our Chief Financial Officer, serving in that role since November 2022. Mr. Chang previously served as the Company's
Senior Vice President and Corporate Controller since September of 2021. Prior to his service at the Company, from 2014 to 2021 Mr. Chang
served as the Vice President of Accounting and Reporting at Alorica, Inc. Previously, Mr. Chang was an audit manager at Deloitte. Mr.
Chang brings substantial experience in financial reporting and process optimization, and has overseen successful integrations, divestitures,
and restructuring efforts. Mr. Chang holds a Bachelor of Arts, Economics from the University of California, Irvine and a Masters of Accounting
from the University of Southern California.

 Giuseppe
Gardali is our President of B2B operations, serving in that role since March 2023. Mr. Gardali previously served as the Company's
Senior Vice President, Content Distribution from March 2022 to March 2023. Prior to this position, Mr. Gardali was the Company's
Managing Director, International Market Development from March 2021 to March 2022, where he was responsible for evaluating and supporting
merger and acquisition opportunities from a commercial, analytical and technical perspective, as well as overseeing the Company's
Italian operations. Beginning in September 2018, Mr. Gardali had served as the Company's Managing Director, UK, where he was responsible
for global development and support teams, as well as overseeing all European operations.

 Endre
Nesset is our President of B2C operations since August 2022. Mr. Nesset previously served as the Company's Senior Vice President,
Global Sports at GAN and Coolbet who has industry experience from online gaming across B2C and B2B operations in multiple markets and
continents. Prior to joining Coolbet in 2020, he served as the Director of Sports at Gaming Innovation Group.

 Audit
Committee

 Our
Audit Committee consists of Mr. Ross (Chair), Mr. Green and Ms. Bracey.

 The
Audit Committee's responsibilities include, among other things:

 overseeing
 our accounting and financial reporting processes and the audits of our financial statements;

 overseeing,
 along with management, the reliability and integrity of our accounting policies and financial reporting and disclosure practices;

 serving
 as an independent and objective party to monitor our financial reporting processes and internal controls systems;

 retaining
 our independent registered public accounting firm, reviewing and evaluating their independence, qualifications and performance, approving
 the terms of the annual engagement letter and approving all audit and non-audit services to be performed by our independent registered
 public accounting firm; and

 providing
 independent, direct, and open communications among our independent registered public accounting firm, financial and senior management,
 and the full Board of Directors.

 The
Board of Directors has determined that Mr. Ross qualifies as an "audit committee financial expert" as defined under the applicable
SEC rules and that each member of the Audit Committee meets the additional criteria for independence of Audit Committee members under
the Exchange Act. Additionally, the Board has determined that each of Mr. Ross, Mr. Green and Ms. Bracey is, and Mr. Michael Smurfit,
Jr. was during his period of service, "independent" under Nasdaq guidance and SEC rules. The Audit Committee held 4 meetings
in 2023.

 Business
Conduct Policy

 We
have adopted a written Business Conduct Policy that is applicable to all of our directors, officers, and employees and is designed to
deter wrongdoing and to promote:

 honest
 and ethical conduct;

 full,
 fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and in other public communications;

 compliance
 with applicable laws, rules and regulations, including insider trading compliance; and

 accountability
 for adherence to the policy and prompt internal reporting of violations of the policy, including illegal or unethical behavior regarding
 accounting or auditing practices.

 A
copy of our Business Conduct Policy is available on our corporate website at www.gan.com, under Investors-Corporate Governance-Corporate
Governance Information. The Board of Directors has delegated to the Nominating and Corporate Governance Committee the responsibility
for reviewing the Business Conduct Policy and making any appropriate updates or amendments. We intend to disclose any changes in this
policy or waivers from this policy that apply to our principal executive officer, principal financial officer, or principal accounting
officer by posting such information to our website or by filing a Current Report on Form 8-K with the SEC, in each case if such disclosure
is required by SEC or Nasdaq rules.

 Policies
on Hedging and Pledging

 We
have an insider trading policy that prohibits short sales and transactions in publicly traded options and derivatives by our directors,
executive officers, and employees. The policy prohibits other forms of hedging GAN securities or pledging GAN securities by our directors,
executive officers, and certain key employees without the prior approval of the Chief Legal Officer.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than
10% of GAN's securities, to file initial reports of ownership and reports of changes in ownership with the SEC. Based solely upon
a review of the insiders' forms filed with the SEC during 2023 and representations made by the directors and executive officers,
all of our officers, directors and holders of more than 10% of the outstanding securities of GAN complied with the filing requirements
pursuant to Section 16(a) of the Exchange Act, with the exception of the following: (i) one late Form 4 was filed by each of Mses. Bracey
and Tiscare o, and Messrs. Goldberg, McGill, Smurfit and Green to report the vesting of restricted stock units ("RSUs")
and ordinary shares withheld by GAN to cover taxes due upon vesting RSUs; (ii) one late Form 4 was filed by each of Messrs. Goldberg
and McGill to report the grant of RSUs, vesting of RSUs, and disposition of ordinary shares; (iii) one late Form 4 was filed by each
of Ms. Tiscare o and Mr. Chang to report the grant of RSUs; (iv) two late Forms were filed by Mr. Gardali to report the grant
of RSUs; (v) two late Form 4s were filed by Mr. Chang to report the vesting of RSUs and ordinary shares withheld by GAN to cover taxes
due upon vesting RSUs; and (vi) two late Form 4s were file by Ms. Tiscare o, one to report two grants of RSUs, vesting of RSUs,
and ordinary shares withheld by GAN to cover taxes due upon vesting RSUs, and one to report the grant of RSUs, vesting of RSUs, and ordinary
shares withheld by GAN to cover taxes due upon vesting RSUs, and one to report the grant of RSUs.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table for Fiscal Years 2023 and 2022

 The
following table sets forth, in thousands, information regarding compensation earned by or awarded to our Named Executive Officers for
services rendered to us in all capacities during the years ended December 31, 2023, and 2022:

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)(1)

 Option
 Awards
 ($)(2)

 Non-Equity
 Incentive Plan
 Compensation
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 2023
 (3)

 113.5

 -

 -

 -

 -

 -

 113.6

 Chief Executive Officer

 Dermot S. Smurfit

 2023
 (4)

 637.9

 80.5

 83.3

 127.9

 -

 -

 929.5

 Former Chief Executive Officer

 2022

 620.1

 399.8

 1,860

 -

 -

 58.4

 2,938.3

 Brian Chang

 2023

 328.8

 -

 359.6

 -

 -

 -

 688.4

 Chief Financial Officer

 2022

 298.3

 24.4

 139.6

 -

 -

 -

 462.3

 Sylvia Tiscare o,

 2023

 415.5

 10.5

 88.0

 -

 -

 0.5

 514.5

 Chief Legal Officer

 2022
 (5)

 368.1

 7.0

 406.3

 -

 -

 -

 781.4

 (1)

 Reflects
 the aggregate grant date fair value of restricted stock awards granted to the Named Executive Officers in each fiscal year, computed
 in accordance with ASC 718 - Compensation-Stock Compensation.

 (2)

 Reflects
 the aggregate grant date fair value of stock option awards granted to the Named Executive Officers in each fiscal year, computed
 in each case in accordance with ASC 718 - Compensation-Stock Compensation. Refer to the Outstanding Equity Awards at Fiscal
 Year End table below for details of these grants. Assumptions used to calculate these amounts are described in Note 9 - Share-based
 Compensation to our annual financial statements for the year ended December 31, 2022, which is contained in the 2022 Annual Report.

 (3)

 Mr.
 McGill was appointed Interim Chief Executive Officer on September 26, 2024.

 (4)

 Mr.
 Smurfit resigned from his position as Chief Executive Officer on September 25, 2023.

 (5)

 On
 December 19, 2021, Sylvia Tiscare o was appointed to the position of Chief Legal Officer and did not receive compensation
 until January 2022.

 Narrative
Disclosure to Summary Compensation Table

 Each
of our executive officers is employed pursuant to the terms of a written employment agreement, as follows:

 McGill
Employment Agreement

 On
September 26, 2023, GAN entered into an employment agreement with Mr. McGill, pursuant to which Mr. McGill serves as Interim Chief Executive
Officer. Under the terms of his employment agreement, Mr. McGill is entitled to, among other benefits: an annual base salary of $500,000;
an annual bonus of up to 100% of his base salary for the applicable bonus year (payable in cash or vested stock); an initial equity award
of 275,000 ordinary shares, with 25% of such award vesting on the first anniversary of the grant date and 25% of such award vesting on
each anniversary thereafter, in each case, subject to continued service; expense reimbursement; and participate in GAN's employee
benefit plans, practices and programs that GAN makes available to its employees.

 Upon
a change in control of GAN, Mr. McGill will be entitled to a transaction bonus in an amount equal to 100% of his then-current base salary.
In exchange for his continued compliance with his obligations under a non-compete covenant, GAN will continue to pay Mr. McGill's
annual base salary during the one year non-compete period. If Mr. McGill's employment is terminated by GAN without cause or if
he resigns for good reason, he is eligible to receive: (i) pro rata vesting of all of his then unvested equity awards covering the period
of his service compared to the award's vesting schedule, (ii) a cash severance payment equal to his then-current annual base salary
and (iii) COBRA health insurance premiums for a period of 12 months. In addition, if Mr. McGill's employment is terminated by GAN
without cause or by Mr. McGill for good reason within three months before, or two years after, a change in control of GAN, then all of
Mr. McGill's unvested equity awards will become fully vested, non-forfeitable, and exercisable. Severance benefits are conditioned
upon Mr. McGill's timely execution of a release of all claims, and his continuing compliance with his obligations under restrictive
covenants relating to confidentiality, non-competition and non-solicitation of employees/customers obligations, and with his covenants
relating to post-employment cooperation.

 Smurfit
Employment Agreement.

 On
March 26, 2019, GAN entered into an employment agreement with Mr. Smurfit, which was supplemented by an offer letter that provided that
he was employed as GAN's Chief Executive Officer at an annual base salary of $424,320 and was eligible for additional bonus and
incentive compensation as approved by GAN's Board of Directors. Effective March 1, 2021, GAN entered into a new employment agreement
with each of Mr. Smurfit (the "New Smurfit Agreement"). Under the terms of the New Smurfit Agreement, Mr. Smurfit was entitled
an annual base salary in the initial amount of $620,000. The New Smurfit Agreement provided that Mr. Smurfit shall have an annual target
cash bonus opportunity equal to 100% of his base salary, based 50% upon GAN's performance, with such performance goals to be set
annually by the Compensation Committee, and 50% upon the executive officer meeting certain performance objectives to be defined by the
Chief Executive Officer in consultation with the Compensation Committee, which shall relate to the Board of Directors' adoption
of the operating budget for each fiscal year during the term of Mr. Smurfit's employment. Additionally, Mr. Smurfit was eligible
to receive an annual equity award in an amount and on the terms and conditions established by the Compensation Committee.

 The
New Smurfit Agreement included standard benefits, as well as customary non-solicitation, intellectual property and invention assignment
and confidentiality provisions. The New Smurfit Agreement included non-compete restrictions lasting one year following termination of
employment, subject to applicable restrictions under state law. In exchange for Mr. Smurfit's non-compete covenant, GAN would continue
to pay his base salary during the non-compete period, until Mr. Smurfit begins employment with another company.

 Mr.
Smurfit's service with the Company terminated in September 2023, and the New Smurfit Agreement is no longer in effect.

 Chang
Employment Agreement

 On
November 25, 2022, GAN entered into an amended and restated employment agreement with Mr. Chang, pursuant to which Mr. Chang serves as
GAN's Interim Chief Financial Officer. Under the terms of his employment agreement, Mr. Chang is entitled to: an annual base salary
of $330,000; an annual bonus of up to 100% of his base salary for the applicable bonus year (payable in cash or vested stock); expense
reimbursement; and participate in GAN's employee benefit plans, practices and programs that GAN makes available to its employees.

 Upon
a change in control of GAN, Mr. Chang will be entitled to a transaction bonus in an amount equal to 100% of his then-current base salary.
In exchange for his compliance with his one-year non-compete covenant, GAN will continue to pay Mr. Chang's annual base salary
during the one year non-compete period.

 If
Mr. Chang's employment is terminated by GAN without cause or by Mr. Chang for good reason, then Mr. Chang is eligible to receive:
(a) pro rata vesting of all of his then unvested equity awards covering the period of his service compared to the award's vesting
schedule; (b) a cash severance payment equal to his then-current annual base salary; (c) a pro-rata portion of his target bonus for the
year in which the termination of employment occurs; and (d) the payment of COBRA health insurance premiums for a period of 12 months.

 However,
if Mr. Chang's employment is terminated by GAN without cause or by Mr. Chang for good reason within three months before, or two
years after, a change in control of GAN, then Mr. Chang is instead eligible to receive: (a) full vesting of all of his then unvested
equity awards; (b) cash severance equal to 150% of the sum of his then-current annual base salary plus annual target bonus; (c) a pro-rata
portion of his target bonus for the year in which the termination of employment occurs; and (d) the payment of COBRA health insurance
premiums for a period of 18 months.

 Severance
benefits are conditioned upon Mr. Chang's timely execution of a release of all claims, and his continuing compliance with his obligations
under restrictive covenants relating to confidentiality, non-competition and non-solicitation of employees/customers, and with his covenants
relating to post-employment cooperation.

 Tiscare o
Employment Agreement

 Sylvia
Tiscare o entered into an Executive Employment Agreement with the Company on December 19, 2021 (the "Tiscare o Employment
Agreement") to fulfill the duties to the Company as Chief Legal Officer. The terms of the Tiscare o Employment Agreement
provided for an annual base salary of $350,000 with an optional increase to $400,000 pending success of certain performance criteria,
to be awarded beginning April 1, 2022. Ms. Tiscare o was made eligible to earn an annual target bonus equal to 100% of her annual
base salary, as further detailed in the Tiscare o Employment Agreement. Additionally, Ms Tiscare o was made eligible to
receive certain equity awards, which included (i) a one-time equity award grant of 20,000 shares of the Company's common stock
that would fully vest on December 31, 2022, (ii) an equity award valued at $525,000 before the end of the first quarter of 2022, and
(iii) an annual grant of restricted stock units. The Tiscare o Employment Agreement include standard benefits, as well as customary
non-solicitation, intellectual property and invention assignment and confidentiality provisions. The Tiscare o Employment Agreement
includes a non-compete restriction lasting one year following termination of employment, subject to applicable restrictions under state
law. In exchange for her non-compete covenant, the Company shall continue to pay Ms Tiscare o's annual base salary during
the non-compete period. In the event of a change-in-control, as defined in the Tiscare o Employment Agreement, Ms Tiscare o
will be entitled to a transaction bonus in an amount equal to 100% of her annual base salary. The bonus will be paid in a lump sum within
ten (10) calendar days of the change-in-control. Additionally, if Ms Tiscare o's employment is terminated by the Company
without cause or by the executive officer for good reason within three (3) months before or two (2) years after a change-in-control occurs,
all of her equity awards accelerate and become fully vested. Additionally, Ms Tiscare o is eligible to receive, in the event of
termination without cause or termination with good reason, a cash severance equal to 1.5 times the then-current annual base salary, a
pro-rata bonus, and COBRA premiums for a period of 12 months.

 Outstanding
Equity Awards at Fiscal Year End 2023

 The
table below summarizes outstanding equity awards held by our Named Executive Officers at December 31, 2023.

 OPTION AWARDS

 STOCK AWARDS

 Name

 Number of Securities Underlying Unexercised Options (#) Exercisable

 Number of Securities Underlying Unexercised Options (#) Unexercisable(1)

 Option Exercise Price ($)

 Option Expiration Date

 Number of Shares or Units of Stock That Have Not Vested (#)(2)

 Market Value of Shares or Units of Stock That Have Not Vested ($)(3)

 50,000

 -

 1.0601

 8/24/2027

 307,500

 485,850

 50,000

 -

 2.1790

 12/11/2028

 -

 -

 100,000

 -

 3.6240

 10/01/2029

 -

 -

 Dermot S. Smurfit

 -

 -

 -

 -

 -

 -

 Brian Chang

 -

 -

 -

 -

 199,450

 315,131

 Sylvia Tiscare o

 -

 -

 -

 -

 293,747

 464,120

 (1)

 Options
 granted under the 2020 Plan (as defined below) with a term of ten years, which vest 25% after one year and then monthly over the
 next 36 months thereafter, subject to continuing service.

 (2)

 Restricted
 stock units awarded under the 2020 Plan (as defined below) which vest 25% on the anniversary of the grant date.

 (3)

 The
 aggregate market value is determined by multiplying the number of shares that have not vested by $1.58 per share, the closing price
 of our ordinary shares on December 29, 2023.

Compensation in 2023

 Our
non-executive directors serve pursuant to the terms of a standard letter of appointment, which acts as a service contract. The letter
of appointment contemplates that the non-employee director will serve a three-year term, subject to re-election by GAN's shareholders
at the annual meeting, and regulatory compliance. The letter of appointment also allows for termination by GAN or the director, at the
discretion of either, upon three months' written notice; however, the Board of Directors can require a director to resign immediately
if it determines that a director's position becomes untenable due to a conflict of interest. Non-executive directors are required
to devote sufficient time necessary to fulfill their duties.

 The
letter of appointment provides for payment of an annual cash fee, which is paid monthly in arrears. Non-executive directors are eligible
for discretionary cash or share-based payment awards. We do not maintain any plans or contracts with our directors that provide monetary
benefits, such as cash termination payments, upon our directors' termination of service with us. Directors are reimbursed for expenses
reasonably incurred in the performance of their duties. In addition, our memorandum of association and bye-laws include indemnification
provisions for our directors and executive officers and we maintain liability insurance for our directors and executive officers. Employee
directors do not receive any compensation for their service as a director.

 The
following table sets forth, in thousands, information concerning the compensation earned during the year ended December 31, 2023 by each
of our non-employee directors:

 Name

 Fees
 Earned
 or Paid in
 Cash
 ($)

 Stock
 Awards
 ($)(2)

 All Other
 Compensation
 ($)(3)

 Total
 ($)

 Michael Smurfit, Jr.(1)

 215.4

 -

 -

 215.4

 235.5

 46.8

 -

 282.3

 David Goldberg

 124.5

 46.8

 -

 171.3

 Susan Bracey

 92.5

 46.8

 -

 139.3

 Eric Green

 92.0

 50.7

 -

 142.7

 David Ross (4)

 -

 -

 -

 -

 (1)

 Mr.
 Smurfit resigned from the Board of Directors, and from his role as Chair of the Nominating and Corporate Governance Committee and
 member of the Audit Committee and Compensation Committee effective December 31, 2023.

 (2)

 The
 value for the stock awards is based on the number of shares granted multiplied by $1.44, the closing price of our ordinary shares
 immediately prior to the date of the grants, May 23, 2023, as computed in accordance with ASC 718.

 (3)

 Compensation
 in this column consists of immediately vested restricted stock units settled in cash.

 (4)

 Mr.
 Ross was appointed to the Board of Directors on December 22, 2023 and did not receive any compensation in connection with his service
 as a director until 2024.

 Beginning
in 2021, with the guidance of Arthur J. Gallagher & Co. as a compensation consultant engaged by the Compensation Committee, the Compensation
Committee recommended, and the Board of Directors approved, compensation for non-employee directors, in thousands, as follows:

 Service

 Fee ($)

 Annual Cash Compensation

 30.0

 Annual Equity Compensation(1)

 100.0

 Chairman of the Board

 50.0

 Audit Committee Chair

 25.0

 Audit Committee Participation (non-Chair)

 10.0

 Compensation Committee Chair

 15.0

 Compensation Committee Participation (non-Chair)

 7.5

 Nominating and Governance Committee Chair

 10.0

 Nominating and Governance Committee Participation (non-Chair)

 5.0

 Per Meeting Fee

 1.5

 (1)

 Mr.
 Smurfit, Jr. received the value of his annual equity compensation in cash due to disparate tax treatment of such awards in Ireland,
 his country of residence.

 With
the exception of Mr. Ross, who receives 10% of his annual cash compensation in cash, all other directors are expected to receive 50%
of their annual cash compensation in the form of restricted stock awards, with one year vesting and a mandatory "withhold to cover"
the taxes payable with respect to the applicable compensation.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Equity
Compensation Plan Information

 Securities
authorized for issuance under equity compensation plans

 The
following table provides information relating to our equity compensation plans as of December 31, 2023. As of December 31, 2023, we had
the GAN Limited 2020 Equity Incentive Plan and the GAN Limited Employee Stock Purchase Plan, which were approved by our Board of Directors
and our shareholders.

 Equity Compensation Plans

 Number of securities to be
 issued upon exercise of
 outstanding options,
 warrants and rights

 Weighted-average
 exercise price of
 outstanding options,
 warrants, and rights

 Number of securities
 remaining available for
 future issuance under equity
 compensation plans
 (excluding securities
 reflected in column (a))(1)

 (a)

 (b)

 (c)

 Equity compensation plans approved by shareholders

 4,892,434

 $
 7.21

 1,287,808

 Equity compensation plans not approved by shareholders

 -

 -

 -

 Total

 4,892,434

 $
 7.21

 1,287,808

 (1)

 Excludes
 1,799,848 additional ordinary shares that became available for issuance under the GAN Limited 2020 Equity Incentive Plan on January
 20, 2024.

 Security
Ownership of Certain Beneficial Owners And Management

 The
following table sets forth certain information known to us regarding beneficial ownership of our ordinary shares outstanding as of April
15, 2024 for:

 each
 person, or group of affiliated persons, who is known by us to be the beneficial owner of 5% or more of our outstanding ordinary shares;

 each
 of our directors and director nominees;

 each
 of our Named Executive Officers; and

 all
 of our current directors and executive officers as a group.

 Unless
otherwise noted below, the address of each beneficial owner listed in the table is c/o GAN Limited, 400 Spectrum Center Drive, Suite
1900, Irvine, CA 92618. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons
and entities named in the table below have sole voting and investment power with respect to all shares of ordinary stock that they beneficially
own, subject to applicable community property laws.

 Applicable
percentage ownership is based on 45,390,270 ordinary shares deemed to be outstanding as of April 15, 2024. In accordance with the SEC
rules, when computing the number of shares of ordinary stock beneficially owned and the percentage ownership of a person, we include
the ordinary shares subject to options held by that person that are exercisable or will become exercisable within 60 days of April 15,
2024, but we do not include those ordinary shares underlying options when computing the percentage ownership of any other person.

 Name of Beneficial Owner (1)

 Shares

 Beneficially Owned

 Percent of Shares
 Beneficially Owned

 Directors, Nominees and Named Executive Officers

 302,560
 (2)

 *

 Dermot S. Smurfit

 -

 *

 David Goldberg

 215,769
 (3)

 *

 Sylvia Tiscare o

 110,430

 *

 Brian Chang

 35,570

 *

 Susan Bracey

 34,652

 *

 Eric Green

 78,095

 *

 David D. Ross

 -

 *

 All directors and executive officers as a group (10 persons)

 1,269,518
 (4)

 2.8
 %

 *

 Represents
 less than 1%

 (1)
Unless otherwise stated, the address for each person listed in this table is c/o GAN Limited, 400 Spectrum Center Drive, Suite 1900,
Irvine, CA 92618

 (2) Includes 200,000 ordinary shares issuable upon exercise of outstanding options

 (3) Includes 149,999 ordinary shares issuable upon exercise of outstanding options.

 (4) Includes 5,214 ordinary shares issuable upon exercise of outstanding options.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Review
and Approval of Related Party Transactions

 As
a matter of policy, the Board of Directors reviews and determines whether or not to approve any transaction between GAN and its directors,
director nominees, executive officers and greater than 5% beneficial owners and each of their respective immediate family members where
the amount involved in the transaction exceeds or is expected to exceed the lesser of $120,000 or 1% of the average of the Company's
total assets at year end for the last two completed fiscal years and the related party has or will have a direct or indirect interest
in the transaction.

 Our
compensation arrangements with our Named Executive Officers and our directors are described in this Amendment under Part III –
Item 11 "Executive Compensation". Other than those compensation arrangements since January 1, 2021, we have not been a party
to any transaction (a) in which any of our executive officers, directors or holders of 5% or more of any class of our capital stock,
including their immediate family members or affiliated entities, had or will have a direct or indirect material interest, and (b) where
the amount involved exceeded $120,000 in value.

Independence

 Four
of the five members of our current Board of Directors are independent directors and only those individuals may serve on the committees
of our Board of Directors. Our Chief Executive Officer does not serve on any committee. Our Board of Directors holds regular executive
sessions outside the presence of the Chief Executive Officer and other management, which our Board of Directors believes promotes appropriate
independent leadership.

 Our
Board of Directors annually determines the independence of our directors in accordance with the independence requirements under The Nasdaq
Stock Market LLC ("Nasdaq") and the SEC rules which require at least a majority of the directors to be independent. As a
result of this review, our Board of Directors has determined that David Goldberg, Susan Bracey, Eric Green, and David Ross each qualifies
as an independent director in accordance with the Nasdaq and the SEC rules.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Fees
Paid to Auditors

 The
following table presents fees billed, in thousands, for professional audit services rendered by Grant Thornton LLP in connection with
its audits of GAN's annual financial statements for the fiscal years ended December 31, 2023 and 2022 respectively.

 2023

 2022

 Audit Fees(1)

 $
 1,011

 $
 1,333

 Audit-Related Fees(2)

 Tax Fees(3)

 -

 All Other Fees

 -

 -

 Total

 $
 1,264

 $
 1,543

 (1)

 Audit
 Fees consist of fees for professional services rendered in connection with the audit of GAN's annual financial statements,
 for the review of the financial statements included in GAN's interim reports and for services that are normally provided by
 the accountant in connection with statutory and regulatory filings or engagements.

 (2)

 Audit-Related
 Fees consist of fees for services provided by GT, LLP related to service organization controls (SOC) reports.

 (3)

 Tax
 Fees consist of fees for value-added tax ("VAT") return and corporate tax return services for two of the Company's
 European subsidiaries.

 Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

 As
a matter of policy, all audit and non-audit services provided by our independent registered public accounting firm are approved in advance
by the Audit Committee, which considers whether the provision of non-audit services is compatible with maintaining such firm's
independence. All services provided by Grant Thornton LLP during the fiscal years ended December 31, 2023, and 2022, respectively, were
pre-approved by the Audit Committee.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)
1. Financial Statements

 Our
consolidated financial statements of GAN Limited are included in Item 8 of our Annual Report on Form 10-K filed with the SEC on March
13, 2024 and are incorporated by reference.

 2.
Financial Statement Schedules

 All
financial statement schedules are omitted as they are not required.

 3.
Exhibits

 The
exhibits required by Item 601 of Regulation S-K are included under Item 15(b) below.

 (b)
Exhibits

 Incorporation
 by Reference

 Exhibit

 Number

 Description
 of Document

 Filed

 Herewith

 Form

 Exhibit

 Number

 Date
 Filed

 2.1

 Scheme of Arrangement of GAN plc

 2.1

 April
 17, 2020

 2.2

 Share Exchange Agreement, dated November 15, 2020, among GAN Limited and Vincent Group p.l.c.

 6-K

 99.1

 November
 16, 2020

 2.3*

 Agreement and Plan of Merger dated November 7, 2023 among SEGA SAMMY CREATION INC., Inc., Arc Bermuda Limited and the Company.

 2.1

 November
 8, 2023

 2.4

 Amendment to Agreement and Plan of Merger dated December 15, 2023 among SEGA SAMMY CREATION INC., Inc., Arc Bermuda Limited and the Company

 2.1

 December
 15, 2023

 3.1

 Memorandum of Association of GAN Limited

 3.1

 April
 17, 2020

 3.2

 By-Laws of GAN Limited

 3.2

 April

 4.1

 Specimen certificate evidencing ordinary shares

 4.1

 April

 4.2

 Description of Securities

 4.3

 April
 15, 2022

 10.1+

 2020 Equity Incentive Plan of GAN Limited, as amended

 10.1

 December
 7, 2020

 10.1.1+

 2020 Equity Incentive Plan - Form of Restricted Stock Grant Agreement

 10.2.1

 April

 10.1.2+

 2020 Equity Incentive Plan - Form of Nonstatutory Stock Option Agreement

 10.2.2

 April

 10.1.3+

 2020 Equity Incentive Plan - Form of Incentive Stock Option Agreement

 10.2.3

 April

 10.1.4+

 2020 Equity Incentive Plan - Form of Restricted Stock Unit Agreement

 10.2.4

 April

 10.2+

 Form of Indemnification Agreement for Directors and Officers

 10.3

 April
 17, 2020

 10.3+

 Form of Director Services Agreement

 10.4

 April
 17, 2020

 10.4+

 GAN Limited Employee Stock Purchase Plan

 10.5

 December
 7, 2020

 10.5+

 Employment Agreement with Dermot S. Smurfit

 10.6

 March
 31, 2021

 10.6+

 Employment Agreement with Karen Flores

 10.7

 March
 31. 2021

 10.7+

 2020 Equity Incentive Plan U.K. Sub-Plan - Company Share Option Plan

 S-8

 4.3.5

 February
 12, 2021

 10.8.1+

 2020 Equity Incentive Plan U.K. Sub-Plan - Company Share Plan Option Agreement

 S-8

 4.3.6

 February
 12, 2021

 10.8.2+

 2020 Equity Incentive Plan U.K. Sub-Plan - Enterprise Management Incentive Plan Option Agreement

 S-8

 4.3.7

 February
 12, 2021

 10.8.3+

 2020 Equity Incentive Plan U.K. Sub-Plan - Enterprise Management Incentive Plan (EMI)

 S-8

 4.3.8

 February
 12, 2021

 10.9

 GAN Limited Employee Stock Purchase Plan

 DEF
 14A

 Exhibit
 A

 June
 10, 2021

 10.10+

 Executive Employment Agreement, between the Company and Sylvia Tiscare o, dated December 19, 2021

 10.2

 December
 22, 2021

 10.11+

 Employment Contract, between the Company and Jan Roos, dated as of January 13, 2022

 10.14

 April
 15, 2022

 10.12

 Credit Agreement, by and among the Company, BPC Lending I, LLC and Alter Domus (US) LLC as agent dated April 25, 2022

 10.11

 August
 15, 2022

 10.13+

 Separation and Release Agreement, between the Company and Karen Flores, dated December 28, 2022

 10.12

 April
 14, 2023

 10.14+

 Amended and Restated Employment Agreement, between the Company and Brian Chang, dated December 30, 2022

 10.13

 April
 14, 2023

 10.15

 First Amendment to Credit Agreement, date as of April 13, 2023, between the registrant and BPC Lending I, LLC

 10.1

 April
 19, 2023

 10.16

 Second Amendment to Credit Agreement, dated as of April 13, 2023, between the registrant and Sega Sammy Holdings Inc

 10.2

 April
 19, 2023

 10.17

 Subscription Agreement, dated March 29, 2023, between the Company and Ainsworth Game Technology, Inc.

 S-1/A

 10.14

 May
 30, 2023

 10.18+

 A&R Employment Agreement, dated March 9, 2023, between the Company and Giuseppe Gardali

 10.18

 March

 10.19+

 Employment Agreement, dated October 5, 2023, between the Company and Seamus McGill

 10.19

 March

 21.1**

 List of Subsidiaries

 21.1

 March

 23.1**

 Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm

 23.1

 March

 31.1**

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.1

 March

 31.2**

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 March

 31.3

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 X

 31.4

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 X

 32.1***

 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.1

 March

 32.2***

 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 March

 97.1**

 GAN Limited Clawback Policy

 97.1

 March

 101.INS**

 101.SCH**

 101.CAL**

 101.DEF**

 101.LAB**

 101.PRE**

 Cover

 X

 +
Indicates management contract or compensatory plan or arrangement.

 *
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies
of any of the omitted schedules and exhibits upon request by the SEC.

 **
Previously filed with the Form 10-K.

 ***
Previously furnished with the Form 10-K.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 Dated:
 April 29, 2024

 GAN
 LIMITED (Registrant)

 By:

 /s/

 Seamus
 McGill

 Chief
 Executive Officer

 (Principal
 Executive Officer)