20. Subsequent Events

On October 7, the Company entered into a market access agreement with Caesars Entertainment that would give the Company immediate access to the Colorado sports betting market, subject to regulatory approval. This agreement is the Company’s first entry into the North American mobile sports betting market. The Company introduced the “5D by Elys” mobile app under its SportBet.com brand.

On October 13, 2023, the Company received a letter from the Nasdaq Stock Market (“Nasdaq”) formally notifying the Company that the Nasdaq Hearings Panel has determined to delist the Company’s common stock from the Nasdaq Capital Market and would suspend trading of Company’s common stock on the Nasdaq Capital Market, effective at the open of business on October 17, 2023. The Panel made this determination due to the Company’s failure to achieve certain milestones under its plan of compliance, as presented to the Panel on August 1, 2023.

The Company has initiated the process of transferring the quotation of its common stock to one of the over-the-counter markets operated by OTC Markets Group Inc. The shares of the Company’s common stock began trading on the OTC Pink market on October 17, 2023 under our original symbol “ELYS.”

On November 1, 2023, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company received net proceeds of $271,000 after an original issue discount and fees of $62,000, in exchange for the issuance of a $333,000 convertible note, bearing interest at 12% per annum, maturing on August 1,2024. The note is convertible into shares of common stock at a conversion price of $0.12, upon an event of default as defined in the note. In addition, the Company issued a warrant exercisable for 500,000 shares of common stock at an exercise price of $0.30 per share and further issued 150,000 shares of common stock as commitment shares and a further 1,500,000 shares as returnable shares, to be returned when the note is repaid in full. The note amortizes in six equal monthly instalment of $62,100 commencing on February 29, 2024. The issuance of the warrant at an exercise price of $0.30 per share triggers the price protection adjustment in both the convertible notes and warrants previously issued to convertible note holders. The proceeds will be used for general working capital purposes.

Other than the above, the Company has evaluated subsequent events through the date the financial statements were issued, and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.