UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2025

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

For the transition period from ________ to ________

Commission File No. 001-39274

GAN Limited

(Exact name of registrant as specified in its charter)

Bermuda

Not Applicable 00-0000000

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

10845 Griffith Peak Drive, Suite 200, Las Vegas, Nevada		89135
(Address of principal executive offices)		(Zip Code)

(833) 565-0550

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, par value $0.01		GAN		The Nasdaq Stock Market LLC

Indicate 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 ☐

Indicate 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 ☐

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	☐	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. ☒

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

At May 6, 2025, there were 46,460,423 ordinary shares outstanding.

GAN LIMITED

FORM 10-Q

INDEX

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	39
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 6.	Exhibits	41
	SIGNATURES	42

	March 31,			December 31,
	2025			2024
ASSETS
Current assets
Cash and cash equivalents	$	39,942		$	38,742
Accounts receivable, net of credit losses of $127 and $186 at March 31, 2025 and December 31, 2024, respectively		4,134			7,043
Prepaid expenses		4,796			3,165
Other current assets		2,588			3,879
Total current assets		51,460			52,829

Capitalized software development costs, net		7,705			7,430
Intangible assets, net		8,128			8,825
Operating lease right-of-use assets, net		3,394			3,417
Other assets		4,469			4,645
Total assets	$	75,156		$	77,146

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	5,706		$	5,615
Accrued compensation and benefits		7,246			6,680
Accrued content license fees		1,883			1,757
Liabilities to users		10,292			9,853
Current operating lease liabilities		1,008			912
Other current liabilities		6,684			6,351
Total current liabilities		32,819			31,168

Deferred income taxes		3,744			3,169
Long-term debt		48,092			46,875
Non-current operating lease liabilities		2,401			2,528
Other liabilities		4,576			4,547
Total liabilities		91,632			88,287
Commitments and contingencies (Note 14)
Shareholders’ equity (deficit)		-			-
Ordinary shares, $0.01 par value, 100,000,000 shares authorized, 46,153,365 and 45,071,578 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		462			457
Additional paid-in capital		340,158			339,720
Accumulated deficit		(324,092	)		(317,264	)
Accumulated other comprehensive loss		(33,004	)		(34,054	)
Total shareholders’ deficit		(16,476	)		(11,141	)
Total liabilities and shareholders’ equity (deficit)	$	75,156		$	77,146

	2025			2024
	Three Months Ended
	March 31,
	2025			2024

Revenue	$	29,366		$	30,651

Operating costs and expenses
Cost of revenue ⁽¹⁾		10,709			9,323
Sales and marketing		5,916			6,017
Product and technology		7,866			9,616
General and administrative ⁽¹⁾		7,913			7,159
Depreciation and amortization		2,013			1,839
Total operating costs and expenses		34,417			33,954
Operating loss		(5,051	)		(3,303	)
Interest expenses, net		1,212			1,132
Other income, net		—			(26	)
Loss before income taxes		(6,263	)		(4,409	)
Income tax expense (benefit)		565			(249	)
Net loss	$	(6,828	)	$	(4,160	)

Loss per share, basic and diluted	$	(0.15	)	$	(0.09	)

Weighted average ordinary shares outstanding, basic and diluted		45,791,271			45,134,267

													Accumulated			Total
							Additional						Other			Shareholders’
	Ordinary Shares						Paid-in			Accumulated			Comprehensive			(Deficit)
	Shares			Amount			Capital			Deficit			Loss			Equity

Balance at January 1, 2025		45,701,556		$	457		$	339,720		$	(317,264	)	$	(34,054	)	$	(11,141	)
Net loss		—			—			—			(6,828	)		—			(6,828	)
Foreign currency translation adjustments		—			—			—			—			1,050			1,050
Share-based compensation		—			—			792			—			—			792
Restricted share activity		565,676			6			(6	)		—			—			—
Issuance of ordinary shares upon exercise of share options		80,761			1			—			—			—			1
Repurchase of restricted shares to pay tax liability (Note 7)		(194,628	)		(2	)		(348	)		—			—			(350	)
Balance at March 31, 2025		46,153,365		$	462		$	340,158		$	(324,092	)	$	(33,004	)	$	(16,476	)

	●	each of the Company’s ordinary shares issued immediately prior to the effective time of the Merger (other than shares held by SEGA SAMMY CREATION or Merger Sub, by the Company as a treasury share or by any person who properly asserts dissenters’ rights under Bermuda law) will be converted into the right to receive an amount in cash equal to $1.97 per share, without interest and subject to any applicable tax withholding (the “Merger Consideration”);

	●	each of the Company’s outstanding restricted shares (whether vested or unvested) at the time of the Merger will become vested in full and non-forfeitable and will be converted into the right to receive the Merger Consideration;

	●	each of the Company’s outstanding restricted share units (whether vested or unvested) at the effective time of the Merger will become vested in full and will be automatically cancelled in exchange for the right to receive a single lump sum cash payment, without interest and subject to any applicable tax withholding, equal to the product of (a) the Merger Consideration and (b) the number of Company ordinary shares subject to such restricted share unit; and

	●	each of the Company’s outstanding options to acquire the Company ordinary shares (whether vested or unvested) at the effective time of the Merger will become vested in full and will be automatically cancelled in exchange for the right to receive a single lump sum cash payment, without interest and subject to any applicable tax withholding, equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of the option and (b) the number of Company ordinary shares issuable upon the exercise in full of such option.

	●	Level 1 Quoted prices in active markets for identical assets or liabilities.

	●	Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	●	Level 3 Valuations are based on the inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

	Estimated Useful	March 31,			December 31,
	Life (in years)	2025			2024
Fixtures, fittings and equipment	3 - 5	$	4,573		$	4,323
Platform hardware	5		1,584			1,817
Total property and equipment, cost			6,157			6,140
Less: accumulated depreciation			(3,245	)		(3,111	)
Total		$	2,912		$	3,029

	Weighted Average	March 31, 2025
	Amortization	Gross
	Period	Carrying		Accumulated			Net Carrying
	(in years)	Amount		Amortization			Amount
Developed technology	5.0	$	33,932	$	(30,044	)	$	3,888
Customer relationships	2.5		6,863		(6,546	)		317
Trade names and trademarks	10.0		5,443		(2,717	)		2,726
Gaming licenses	5.7		3,828		(2,631	)		1,197
		$	50,066	$	(41,938	)	$	8,128

	Weighted Average	December 31, 2024
	Amortization	Gross
	Period	Carrying		Accumulated			Net Carrying
	(in years)	Amount		Amortization			Amount
Developed technology	5.0	$	32,605	$	(28,497	)	$	4,108
Customer relationships	3.3		6,659		(6,025	)		634
Trade names and trademarks	10.0		5,233		(2,438	)		2,795
Gaming licenses	5.5		3,758		(2,470	)		1,288
		$	48,255	$	(39,430	)	$	8,825

	Amount
Remainder of 2025	$	2,360
2026		2,629
2027		2,161
2028		955
2029		23
Total	$	8,128

	Effective Interest Rate			As of March 31, 2025
Credit Facility
Principal		10.22	%	$	49,258
Less unamortized debt issuance costs					(1,166	)
Long-term debt, net				$	48,092

				Weighted		Weighted
				Average		Average		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding at December 31, 2024		2,317,561		$	5.60		5.80	$	2,125
Granted		—			—
Exercised		(80,761	)		0.01
Forfeited/expired or cancelled		(4,641	)		9.64
Outstanding at March 31, 2025		2,232,159		$	5.79		5.52	$	1,921
Options exercisable at March 31, 2025		1,780,738		$	7.12		4.89	$	1,148

⁽¹⁾	Finland revenue was $5,376 and $3,933 for three months ended March 31, 2025 and 2024, respectively.
⁽²⁾	Norway revenue was $5,795 and $4,512 for three months ended March 31, 2025 and 2024, respectively.
⁽³⁾	Chile revenue was $8,063 and $6,428 for three months ended March 31, 2025 and 2024, respectively.
⁽⁴⁾	Canada revenue was $994 and $3,054 for three months ended March 31, 2025 and 2024, respectively.

		As of
Leases	Classification	March 31, 2025		December 31, 2024
Assets
Total operating leased assets, net	Operating lease right-of-use assets⁽¹⁾	$	3,394	$	3,417

Liabilities
Current	Operating lease liabilities	$	1,008	$	912
Non-current	Operating lease liabilities – non-current		2,401		2,528
Total lease liabilities		$	3,409	$	3,440

	Operating Leases
Remainder of 2025	$	892
2026		1,193
2027		1,197
2028		678
Total lease payments		3,960
Less: future interest costs		551
Present value of lease liabilities	$	3,409

	●	organic growth of our existing casino operators,
	●	expansion into newly regulated jurisdictions with existing and new customers,
	●	margin expansion driven by the integration of Coolbet’s sports betting technology in our B2B product offerings,
	●	strategically reducing our existing worldwide global workforce to simplify and streamline our organization and strengthen the overall competitiveness of our B2B segment,
	●	revenue expansion from the roll-out of our Super RGS content offering to B2C operators who are not already clients, and
	●	organic growth of our B2C business in existing and new jurisdictions.

	Three Months Ended
	March 31,						Change
	2025			2024			Amount			Percent
(dollars in thousands)
Revenue	$	29,366		$	30,651		$	(1,285	)		(4.2	)%
Operating costs and expenses
Cost of revenue ⁽¹⁾		10,709			9,323			1,386			14.9	%
Sales and marketing		5,916			6,017			(101	)		(1.7	)%
Product and technology		7,866			9,616			(1,750	)		(18.2	)%
General and administrative ⁽¹⁾		7,913			7,159			754			10.5	%
Depreciation and amortization		2,013			1,839			174			9.5	%
Total operating costs and expenses		34,417			33,954			463			1.4	%
Operating loss		(5,051	)		(3,303	)		(1,748	)		52.9	%
Interest expenses, net		1,212			1,132			80			7.1	%
Other income, net		—			(26	)		26			(100.0	)%
Loss before income taxes		(6,263	)		(4,409	)		(1,854	)		42.1	%
Income tax expense (benefit)		565			(249	)		814			n.m.
Net loss	$	(6,828	)	$	(4,160	)	$	(2,668	)		64.1	%

	Three Months Ended March 31,				Percentage of Revenue						Change
	2025		2024		2025			2024			Amount			Percent
(dollars in thousands)
United States	$	4,735	$	9,092		16.1	%		29.7	%	$	(4,357	)		(47.9	)%
Europe		15,466		11,604		52.7	%		37.9	%		3,862			33.3	%
Latin America		8,414		6,896		28.7	%		22.5	%		1,518			22.0	%
Rest of the world		751		3,059		2.5	%		9.9	%		(2,308	)		(75.4	)%
Total revenue	$	29,366	$	30,651		100.0	%		100.0	%	$	(1,285	)		(4.2	)%

	Three Months Ended				Percentage of Segment
	March 31,				Revenue						Change
	2025		2024		2025			2024			Amount			Percent
(dollars in thousands)
B2B
Revenue	$	5,087	$	12,347		100.0	%		100.0	%	$	(7,260	)		(58.8	)%
Cost of revenue ⁽¹⁾		2,191		2,081		43.1	%		16.9	%		110			5.3	%
B2B segment contribution	$	2,896	$	10,266		56.9	%		83.1	%	$	(7,370	)		(71.8	)%
B2C
Revenue	$	24,279	$	18,304		100.0	%		100.0	%	$	5,975			32.6	%
Cost of revenue ⁽¹⁾		8,518		7,242		35.1	%		39.6	%		1,276			17.6	%
B2C segment contribution	$	15,761	$	11,062		64.9	%		60.4	%	$	4,699			42.5	%

				Incorporated by Reference
Exhibit Number		Description of Document		Form		Exhibit Number		Date Filed

SEC Form 10-Q filed by GAN Limited