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    GAN   BMG3728V1090

GAN LIMITED

(GAN)
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GAN LTD : Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits (form 8-K)

04/16/2021 | 04:08pm EDT

Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Resignation of Previous Independent Registered Public Accounting Firm

On April 16, 2021, the Audit Committee (the "Audit Committee") of the Board of Directors (the "Board") of GAN Limited (the "Company") accepted the resignation of BDO LLP ("BDO UK") as the Company's independent registered public accounting firm, effective immediately.

BDO LLP's reports on the Company's consolidated financial statements for the years ended December 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle.

During the Company's two most recent fiscal years ended December 31, 2020 and 2019 and the subsequent interim period through April 16, 2021, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and BDO LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BDO LLP, would have caused BDO LLP to make reference thereto in its reports on the Company's consolidated financial statements for such years.

During the two most recent fiscal years ended December 31, 2020 and 2019 and through the subsequent interim period preceding BDO LLP's resignation, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses in the Company's internal control over financial reporting as of December 31, 2019 previously reported in the registration statement on Form F-1 (File No. 333-237372) that the Company filed in connection with its initial public offering. The material weaknesses related to the lack of a sufficient number of personnel with an appropriate level of knowledge and experience in the application of International Financial Reporting Standards and International Accounting Standards and Interpretations as issued by the IASB, commensurate with our financial reporting requirements at the time; and the design and operation of our accounting and financial reporting close functions, in which required policies and procedures either were not designed or were not operating effectively at period end, resulting in a number of adjustments to the Company's consolidated financial statements during the course of the audit. The material weaknesses were discussed with the Audit Committee of the Company, and the Company has authorized BDO LLP to respond fully to inquiries of the successor accountant concerning the material weaknesses.

The Company provided BDO LLP with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that BDO LLP furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the "SEC"), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not BDO LLP agrees with the statements related to them made by the Company in this report. A copy of BDO LLP's letter to the SEC dated April 16, 2021 is attached as Exhibit 16.1 to this report.



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(b) Engagement of Independent Registered Public Accounting Firm

On April 16, 2021, the Audit Committee and the Board approved the appointment of BDO USA, LLP ("BDO USA") in order to fulfill the vacancy as the Company's independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2021. During the fiscal years ended December 31, 2020 and 2019, and during the subsequent interim period through April 16, 2021, neither the Company, nor anyone on its behalf, consulted BDO USA regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by BDO USA that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit No.   Description
16.1            Letter of BDO LLP dated April 16, 2021.




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Financials (USD)
Sales 2021 102 M - -
Net income 2021 -0,94 M - -
Net cash 2021 54,4 M - -
P/E ratio 2021 -627x
Yield 2021 -
Capitalization 640 M 640 M -
EV / Sales 2021 5,76x
EV / Sales 2022 4,44x
Nbr of Employees 245
Free-Float 62,7%
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Mean consensus BUY
Number of Analysts 4
Average target price 28,25 $
Last Close Price 15,22 $
Spread / Highest target 130%
Spread / Average Target 85,6%
Spread / Lowest Target 31,4%
EPS Revisions
Managers and Directors
NameTitle
Dermot Stopford Smurfit President, Chief Executive Officer & Director
Karen Flores Chief Financial Officer, Director & Executive VP
Seamus M. McGill Non-Executive Chairman
Simon Knock Chief Information Officer & Executive VP
Donald Ryan Chief Operating Officer & Executive VP
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