Item 1.01. Entry Into a Material Definitive Agreement.

On April 26, 2022, GAN Nevada, Inc. (the "Borrower"), a wholly-owned subsidiary of GAN Limited (the "Company"), entered into a Credit Agreement dated as of April 26, 2022 (the "Credit Agreement") with BPC Lending I LLC, an affiliate of Beach Point Capital Management LP (the "Lender") and Alter Domus (US) LLC, as agent for the Lender. The Company has fully guaranteed Borrower's performance under the Credit Agreement and provided a fixed and floating charge on its assets and a pledge of the stock of its direct subsidiaries, GAN UK Limited and Vincent Group Limited, to secure the Borrower's obligations.

The Credit Agreement provides for $30.0 million in aggregate principal amount of secured term loans which accrue interest at a floating rate equal to (i) 3-month SOFR (subject to a 1.00% floor) plus (ii) 9.5% per annum, payable quarterly in arrears. The secured loans mature four and one-half years following the closing date, or October 26, 2026.

The Credit Agreement contains certain (a) restrictive covenants, including, but not limited to, restrictions on debt incurrence, restricted payments, affiliate transactions, asset liens and other customary covenants, and (b) financial maintenance covenants, including, but not limited to, a consolidated leverage ratio and consolidated interest coverage ratio. The Credit Agreement also contains representations and warranties, affirmative covenants and events of default customary for an agreement of its type. As is customary, certain events of default could result in an acceleration of the Company's obligations under the Credit Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this Item 2.03 is included in Item 1.01 above and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number                            Description
99.1        Press Release dated April 28, 2022
104       Cover Page Interactive Data File (formatted as inline XBRL)

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