GMGT / Gaming Technologies, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

FORM 15

OMB APPROVAL UNITED STATES OMB Number: 3235-0167 SECURITIES AND EXCHANGE COMMISSION Expires: July 31, 2024 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-249998 NOTIFICATION OF LATE FILING CUSIP Number 36467P104 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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: 333-24999

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-249998 NOTIFICATION OF LATE FILING CUSIP Number 36467P104 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

Certificate of Amendment, filed on December 8, 2022.

Exhibit 3.1 Delaware The First State Page 1 7527556 8100 SR# 20224203483 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 205041772 Date: 12 - 08 - 22 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF ?GAMING TECHNOLOGIES, INC.?, FILED IN THIS OFFI

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2022 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction of incorporation) (Commis

Form of Securities Purchase Agreements

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Shares Purchase Agreement (this “Agreement”) is dated as of November , 2022, between Gaming Technologies, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities

Form of Amendment to Secured Note

Exhibit 10.1 AGREEMENT AGREEMENT, dated as of November 8, 2022 (this “Agreement”), by and between Puritan Partners LLC, a New York limited liability company (“Puritan Partners”) and Gaming Technologies, Inc., a Delaware corporation (the “Company”), having its principal place of business at Two Summerlin, Las Vegas, NV 89135. Capitalized terms used herein without definition shall have the meanings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 September 30, 2022 ☐ 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:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2022 GAMING TECHNOLO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2022 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction of incorporation) (Commi

Form of Amendments to Securities Purchase Agreements

EX-10.2 3 gamingtechex1002.htm FORM OF AMENDMENTS TO SECURITIES PURCHASE AGREEMENTS Exhibit 10.2 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of November , 2022, between Gaming Technologies, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto the “Purchaser”). WHEREAS, p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-249998 NOTIFICATION OF LATE FILING CUSIP Number 36467P104 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For period ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 June 30, 2022 ? 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: 333-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-249998 NOTIFICATION OF LATE FILING CUSIP Number 36467P104 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2022 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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, 2022 ? 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: 333-

Form of Intercreditor Agreement

Exhibit 10.4 INTERCREDITOR AGREEMENT Dated: April 26, 2022 To: Puritan Partners LLC 4 Puritan Road Rye, New York 10580 Attention: Richard Smithline Email: [email protected] Gaming Technologies, Inc., a Delaware corporation (the ?Company?) and Puritan Partners LLC, a New York limited liability corporation, (the ?Lender?) are parties to certain indebtedness evidenced by a 10% Original Discount Se

Form of Amendment to Securities Purchase Agreements

Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENTS This Amendment to Securities Purchase Agreements (this “Amendment”) is dated as of April 26, 2022, between Gaming Technologies, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). WHEREAS, the Company and the Purchaser entered into (a) a Securities Purchase Agreement dated as of November 20, 2020, and (b) a Securities Purcha

Loan Agreement

Exhibit 10.2 LOAN AGREEMENT (for Unsecured Credit Facility) among GAMING TECHNOLOGIES, INC. a Delaware corporation, as Borrower, and as Lender Dated as of April 26, 2022 1 This LOAN AGREEMENT (for Unsecured Credit Facility), dated as of April 26, 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Gaming Technologies, In

Form of Subordinated Note

EX-10.3 4 gamingtechex1003.htm FORM OF SUBORDINATED PROMISSORY NOTE Exhibit 10.3 SUBORDINATED PROMISSORY NOTE $66,667.00 April 26, 2022 FOR VALUE RECEIVED, Gaming Technologies, Inc. a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of (together with any subsequent Lender of this Note, and their respective successors and assigns, “Lender”), at such address

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2022 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction of incorporation) (Commissi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) Gaming Technologies, Inc.

As filed with the Securities and Exchange Commission on April 19, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 19, 2022 Registration No.

Form of Intercreditor Agreement

EX-10.3. 4 gamingtechex1003.htm INTERCREDITOR AGREEMENT Exhibit 10.3. INTERCREDITOR AGREEMENT Dated: April 7, 2022 To: Puritan Partners LLC Gaming Technologies, Inc., a Delaware corporation (the “Company”) and Puritan Partners LLC, a New York limited liability corporation, (the “Lender”) are parties to certain indebtedness evidenced by a 10% Original Discount Senior Secured Convertible Note due No

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2022 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction of incorporation) (Commissio

Form of Amendment to Securities Purchase Agreements

Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENTS This Amendment to Securities Purchase Agreements (this ?Amendment?) is dated as of April 6, 2022, between Gaming Technologies, Inc. (f.k.a. Dito, Inc.), a Delaware corporation (the ?Company?), and (the ?Purchaser?). WHEREAS, the Company and the Purchaser entered into (a) a Securities Purchase Agreement dated as of December 1, 2020 (the ?2020

Form of Subordinated Note

EX-10.2 3 gamingtechex1002.htm SUBORDINATED NOTE Exhibit 10.2 NOTWITHSTANDING ANYTHING IN THIS NOTE TO THE CONTRARY, THIS NOTE AND THE RIGHTS OF THE NOTEHOLDER HEREUNDER ARE SUBJECT TO, AND ARE MODIFIED TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH AMONG THE BORROWER, THE NOTEHOLDER AND PURITAN PARTNERS LLC. 10% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE $277,777.78 Las

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ 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: 333-24999

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

NT 10-K 1 gamingtechext.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-249998 NOTIFICATION OF LATE FILING CUSIP Number 36467P104 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐

As filed with the Securities and Exchange Commission on February 3, 2022

Table of Contents As filed with the Securities and Exchange Commission on February 3, 2022 Registration No.

Consulting Agreement between John Cummins and The Company dated October 21, 2020

Exhibit 10.8 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of 21st OCT 2020 (the “Effective Date”), by and between Dito Inc, a Delaware corporation (the “Company”), and John Cummins (“Consultant acting as Advisor”). RECITALS: A. Dito Inc. is a business to business (“B2B”) software developer with offices in London and New York. The Company licenses it

Calculation of Filing Fee Tables (Form Type) Gaming Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES 5 gamingtechex107.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) Gaming Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit

Form of Certificate of Amendment to Certificate of Incorporation

EX-3.3 2 gamingtechex0303.htm FORM OF CERTIFICATE OF AMENDMENT Exhibit 3.3 FORM OF CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF GAMING TECHNOLOGIES, INC.. Gaming Technologies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. This Certificate of Amendment (the “Certificate o

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 14, 2022 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction of incorporation) (Commis

Form of Convertible Note Warrant

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Share Charge

Exhibit 10.6 Date: ………………………… November 2021 GAMING TECHNOLOGIES INC. as chargor PURITAN PARTNERS LLC as secured party Charge Over Shares Fieldfisher Riverbank House 2 Swan Lane London EC4R 3TT Contents No. Heading Page 1 Definitions and interpretation 1 2 Covenant to pay 3 3 Security 3 4 Shares 3 5 Representations and warranties 4 6 Undertakings by the Chargor 5 7 Dividends and votes 6 8 When Secu

10% Original Issue Discount Senior Secured Convertible Note

EX-10.2 3 gamingtechex1002.htm 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIE

Form of Subsidiary Guaranty

Exhibit 10.7 SUBSIDIARY GUARANTEE GUARANTEE, dated as of November 18, 2021, made by Gaming Technologies Limited an English corporation, the “Guarantor”), in favor of Puritan Partners LLC ( the "Purchaser"). W I T N E S S E T H: Whereas, pursuant to that certain Securities Purchase Agreement, dated as of November17, 2021, by and between Gaming Technologies, Inc., a Delaware corporation (the “Compan

Form of Securities Purchase Agreement

EX-10.1 2 gamingtechex1001.htm FORM OF SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as November 18, 2021, between Gaming Technologies, Inc., a Delaware corporation whose principal place of business is located at Two Summerlin, Las Vegas, NV 89135 (the “Company”) and the Purchaser identified on the signature

Form of Security Agreement between the Subsidiary and the investor

Exhibit 10.5 Date: ………………………… November 2021 GAMING TECHNHOLOGIES LIMITED as chargor PURITAN PARTNERS LLC as secured party Security Agreement Fieldfisher Riverbank House 2 Swan Lane London EC4R 3TT Contents No. Heading Page 1 Definitions and interpretation 1 2 Covenant to pay 3 3 Fixed Security 3 4 Floating Security 4 5 Restrictions on dealing 4 6 Representations 5 7 Undertakings relating to the Ch

Form of Security Agreement between the Company and the investor

Exhibit 10.4 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of November 18, 2021 (this ?Agreement?), between Gaming Technologies, Inc., a Delaware corporation (?Gaming Technologies? or the ?Company? or the ?Debtors?) and the holders of the Company?s 10% Senior Secured Notes due November 18, 2022 in aggregate principal amount of up to $1,666,666.67 (the ?Notes?), signatory hereto, its endorsees, t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT No. 1 to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2021 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction of

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2021 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 September 30, 2021 ☐ 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:

As filed with the Securities and Exchange Commission on November 10, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 10, 2021 Registration No.

GAMING TECHNOLOGIES, INC. Two Summerlin Las Vegas, NV 89135, USA

CORRESP 1 filename1.htm GAMING TECHNOLOGIES, INC. Two Summerlin Las Vegas, NV 89135, USA November 10, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Mr. Austin Pattan Re: Gaming Technologies, Inc. Registration Statement on Form S-1 Filed September 1, 2021, as amended on November 8, 2021, and November 10, 2021 Fi

GAMING TECHNOLOGIES, INC. Two Summerlin Las Vegas, NV 89135, USA November 10, 2021

GAMING TECHNOLOGIES, INC. Two Summerlin Las Vegas, NV 89135, USA November 10, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Mr. Austin Pattan Re: Gaming Technologies, Inc. Registration Statement on Form S-1 Filed September 1, 2021 File No. 333-259223 Ladies and Gentlemen: On November 9, 2021, Gaming Technologie

GAMING TECHNOLOGIES, INC. Two Summerlin Las Vegas, NV 89135, USA

GAMING TECHNOLOGIES, INC. Two Summerlin Las Vegas, NV 89135, USA November 9, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Mr. Austin Pattan Re: Gaming Technologies, Inc. Registration Statement on Form S-1 Filed September 1, 2021 File No. 333-259223                                 Ladies and Gentlemen: Gaming T

List of Subsidiaries of the Registrant

EX-21.1 2 gamingtechex2101.htm LIST OF SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 List of Subsidiaries of the Registrant Name Jurisdiction of Formation Gaming Technologies UK Limited England

As filed with the Securities and Exchange Commission on November 8, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 8, 2021 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2021 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction of incorporation) (Commis

Amendment No. 3 to the Agreement for the Provision of Online Gaming Management and Consulting Services

Exhibit 10.1 THIRD AMENDMENT This third amendment to the Agreement for the Provision of Online Gaming Management and Consulting Services (“ Third Amendment ”) is dated on August 31 , 2021 (the “ Effective Date ”) and is made between : (1) COMERCIAL DE JUEGOS DE LA FRONTERA, S . A . DE C . V . , a company organized and existing under the laws of Mexico, with registered office at 9800 Boulevard Bern

Form of Restricted Stock Award Agreement for Employees and Consultants

Exhibit 10.3 Restricted Stock Award Agreement This Restricted Stock Award Agreement (this "Agreement") is made and entered into as of [DATE] (the "Grant Date") by and between Gaming Technologies, Inc., a Delaware corporation (the "Company") and [EMPLOYEE NAME] (the "Grantee"). WHEREAS, the Company has adopted the 2021 Equity Incentive Plan (the "Plan") pursuant to which awards of Restricted Stock

Agreement between the Company and Borosh Consulting, LLC dba Clear Financial Solutions to provide (inter alia) contract CFO services

Exhibit 10.2 Borosh Consulting, LLC dba Clear Financial Solutions Helping You Do More of What You Do Well! 515 N. Post Oak Road, Suite 515 Phone 713 780 0806 Houston, TX 77024 Fax 800 861 1175 www.clearfinancials.com E mail [email protected] August 16, 2021 Jason Drummond Chief Executive Officer Gaming Technologies, Inc. Two Summerlin Las Vegas, NV 89135 Dear Jason: This agreement superse

List of Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries of the Registrant Name Jurisdiction of Formation Gaming Technologies UK Limited England

Power of Attorney

Table of Contents As filed with the Securities and Exchange Commission on October 20, 2021 Registration No.

As filed with the Securities and Exchange Commission on August 31, 2021

Table of Contents As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

As filed with the Securities and Exchange Commission on August 25, 2021

As filed with the Securities and Exchange Commission on August 25, 2021 Registration No.

GMGT / GAMING TECHNOLOGIES INC / One44 Capital LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) GAMING TECHNOLOGIES INC. (Name of Issuer) Common Stock (Title of Class of Securities) 36467P104 (CUSIP Number) August 13, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

Form of Securities Purchase Agreement in connection with August 2021 private placement

Exhibit 10.1 Certain information identified by [***] has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. SECURITIES PURCHASE AGREEMENT This Shares Purchase Agreement (this “Agreement”) is dated as of August , 2021, between Gaming Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser ident

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 June 30, 2021 ☐ 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: 333-2

Form of Registration Rights Agreement in connection with August 2021 private placement

EX-10.5 3 gamingtech10q-ex1002.htm FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August , 2021, between Gaming Technologies, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, th

Sponsorship Agreement between the Company and SA Holiday, Inc., dated April 14, 2021

EX-10.4 5 gamingtech10q-ex1005.htm SPONSORSHIP AGREEMENT BETWEEN THE COMPANY AND SA HOLIDAY, INC., DATED APRIL 14, 2021 Exhibit 10.5 Certain information identified by [***] has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. SPONSORSHIP AGREEMENT BETWEEN: SA HOLIDAY, INC, owner of Saul Alvarez Barragan or Canelo

License agreement between the Company and Playboy Enterprises International, Inc., dated May 19, 2021

Exhibit 10.4 Certain information identified by [***] has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. LICENSE AGREEMENT This License Agreement (“Agreement”) is made and entered into as of the date of last signature below (“Effective Date”) by and between: (1) Playboy Enterprises International, Inc., a Delaware

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 gaming8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2021 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 gamingtech10q-033121.htm FORM 10-Q Table of Contents 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, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

NT 10-Q 1 gamingtechext.htm NOTICE OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-249998 NOTIFICATION OF LATE FILING CUSIP Number 36467P104 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 gamingtech8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2021 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdic

Gaming Technologies, Inc., 2021 Equity Incentive Plan

EX-10.1 2 gamingtechex1001.htm 2021 EQUITY INCENTIVE PLAN EXHIBIT 10.1 GAMING TECHNOLOGIES, INC. 2021 EQUITY INCENTIVE PLAN As adopted by the Board of Directors of Gaming Technologies, Inc., on April 29, 2021. As approved by the shareholders of Gaming Technologies, Inc., on , 202. 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Gaming Technologies, Inc. 2021 Equity Incen

Form of Securities Purchase Agreement in connection with February 2021 private placement

EX-10.11 3 gametechex1011.htm AMENDMENT OF CONSULTING AGREEMENT BETWEEN COMERCIAL DE JUEGOS DE LA FRONTERA, S.A. DE C.V. AND THE COMPANY EXECUTED ON JANUARY 7, 2021 Exhibit 10.11 AGREEMENT TO MODIFY THE CONTRACT FOR THE PROVISION OF ONLINE GAMING MANAGEMENT AND CONSULTING SERVICES DATED NOVEMBER 13 , 2020 CELEBRATED BY COMERCIAL DE JUEGOS DE LA FRONTERA, S . A . DE C . V . (HEREIN, "PERMIT HOLDER"

Annual Report - FORM 10-K

10-K 1 gametech10k-123120.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

Amendment to Consulting Agreement between Comercial de Juegos de la Frontera, S.A. de C.V. and the Company executed on January 7, 2021

EX-10.10 2 gametechex1010.htm ONLINE GAMING MANAGEMENT AND CONSULTING SERVICES AGREEMENT BETWEEN COMERCIAL DE JUEGOS DE LA FRONTERA, S.A. DE C.V. AND THE COMPANY EXECUTED ON NOVEMBER 13, 2020 Exhibit 10.10 Online Gaming Management and Consulting Services Agreement. AGREEMENT FOR THE PROVISION OF ONLINE GAMING MANAGEMENT AM) CONSULTING SERVICES. This Agreement for the Provision of Online Gaining Ma

Form of Securities Purchase Agreement

EX-10.1 2 gamingtech8k-ex1001.htm FORM OF SECURITIES PURCHASE AGREEMENT Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Shares Purchase Agreement (this “Agreement”) is dated as of , 2021, between Gaming Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto the “Purchaser”). WHEREAS, subject to the terms and conditions set fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GAMING TECHNOLOGIES INC. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) April 1, 2021 (Date of

SC 13G 1 13g040121sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GAMING TECHNOLOGIES INC. (Name of Issuer) Common Stock (Title of Class of Securities) 36467P104 (CUSIP Number) April 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

- FORM 12B-25

NT 10-K 1 gamingtechnt10k.htm FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 333-249998 NOTIFICATION OF LATE FILING CUSIP Number 36467P104 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 gamingtech8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2021 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisd

BUILDING GLOBAL GAMING BRANDS INVESTOR SUMMIT VIRTUAL CONFERENCE MARCH 23 - 25

EXHIBIT 99.2 BUILDING GLOBAL GAMING BRANDS INVESTOR SUMMIT VIRTUAL CONFERENCE MARCH 23 - 25 DISCLAIMER FORWARD - LOOKING STATEMENTS Statements included within this presentation that are not historical in nature constitute forward - looking statements within the meaning of applicable securities laws, which may include management?s expectations regarding the Company?s future growth, results from ope

Gaming Technologies, Inc., in Partnership with Big Bola Casinos, to Launch Vale.mx, a New Branded Online Casino and Sports Betting Platform in Mexico

EX-99.1 2 gamingex9901.htm PRESS RELEASE EXHIBIT 99.1 Gaming Technologies, Inc., in Partnership with Big Bola Casinos, to Launch Vale.mx, a New Branded Online Casino and Sports Betting Platform in Mexico - Gametech will Share Revenue with Big Bola Casino under an operation agreement for vale.mx - NEW YORK, NY / ACCESSWIRE / March 25, 2021 / Gaming Technologies, Inc. (OTC PINK:GMGT) ("Gametech"), a

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 gamingtech8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2021 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdic

Certificate of Amendment

EX-3.3 2 gamingtechex0303.htm CERTIFICATE OF AMENDMENT Exhibit 3.3 Delaware The First State Page 1 Authentication: 202218100 Date: 01 - 05 - 21 7527556 8100 SR# 20208714920 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMEND

- POST-EFFECTIVE AMENDMENT

POS AM 1 gamingtechs1posam1.htm POST-EFFECTIVE AMENDMENT Table of Contents As filed with the Securities and Exchange Commission on January 22, 2021 Registration No. 333-249998 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GAMING TECHNOLOGIES, INC. (Exact name of registrant a

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2020 GAMING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 333-249998 35-2675083 (State or other jurisdiction of incorporation) (Commi

Certificate of Amendment to Certificate of Incorporation

10,706,999 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-249998 10,706,999 Shares of Common Stock This prospectus relates to the resale of up to 10,706,999 shares (the "Shares") of our common stock, par value $0.001 (the "Common Stock") by our securityholders (the "Selling Stockholders") that primarily acquired securities in (i) our private placements consummated on February 26, 2020, November 23, 20

December 11, 2020

December 11, 2020 Via EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.

Consulting Agreement between Oliver Willett and the Company dated November 6, 2020

CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of 21st OCT 2020 (the “Effective Date”), by and between Dito Inc, a Delaware corporation (the “Company”), and John Cummins (“Consultant acting as Advisor”).

Online Gaming Management and Consulting Services Agreement between Comercial de Juegos de la Frontera, S.A. de C.V. and the Company executed on November 13, 2020

CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of 6 November 2020 (the “Effective Date”), by and between Dito Inc, a Delaware corporation (the “Company”), and Oliver Willett (“Consultant acting as Finance and M&A Advisor”).

- FORM S-1/A

As filed with the Securities and Exchange Commission on , 2020 Registration No. 333-249998 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DITO, INC. (Exact name of registrant as specified in its charter) Delaware 7372 35-2675083 (State or other jurisdiction of incorporation or organization

Consulting Agreement between Montrose Capital Partners Limited and Dito, Inc. dated August 3, 2020.*

DITO, INC. CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”), made this 3rd day of August, 2020, is entered into by Dito, Inc., a Delaware corporation (the “Company”), and Montrose Capital Partners Limited, a corporation formed under the laws of the United Kingdom with its principal place of business at 32-33 St. James’s Place, London SW1A 1NR (the “Consultant”). WHEREAS, the Compan

Unsecured Loan Agreement between Epsilon Investments Pte Ltd. and Nenx Gaming Limited dated August 3, 2018

Certificate of Incorporation

List of Subsidiaries

Dito, Inc. List of Subsidiaries 1. Dito UK Limited

Loan Agreement between Fairfax Capital B.V. and Dito UK Limited dated October 29, 2019

Unsecured Loan Agreement between Epsilon Investments Pte Ltd. and Nenx Gaming Limited dated October 24, 2018

Form of Share Exchange Agreement (including form of Lock-Up Agreement)

Date: 2019 Sellers as listed in Schedule 1 Dito, Inc. as Buyer Share Exchange Agreement for the purchase of the entire issued share capital of Dito UK Limited Fieldfisher Riverbank House 2 Swan Lane London EC4R 3TT Contents No. Heading Page 1. Definitions and Interpretation 1 2. Sale of the Sale Shares 1 3. Consideration 2 4. Completion 2 5. General Provisions 2 Schedule 1 4 Details of the Sellers

Bylaws, filed with the SEC on November 10, 2020 on Form S-1; as amended, filed with the SEC on January 7, 2021 on Form 8-K.

As filed with the Securities and Exchange Commission on , 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DITO, INC. (Exact name of registrant as specified in its charter) Delaware 7372 35-2675083 (State or other jurisdiction of incorporation or organization) (Primary Standard Indust

Unsecured Loan Agreement between Jason Kingsley Drummond and Nenx Gaming Limited dated October 2018

Unsecured Loan Agreement between Jason Kingsley Drummond and Nenx Gaming Limited dated August 3, 2018

DITO, INC. JULY 23, 2019

DITO, INC. BYLAWS JULY 23, 2019 Table of Contents Page Preamble 1 Article 1. Stockholders’ Meetings 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Remote Communications 1 1.5 Notice of Meetings 1 1.6 Quorum 2 1.7 Adjournment of Meetings 2 1.8 Voting List 2 1.9 Vote Required 3 1.10 Chairperson; Secretary 3 1.11 Rules of Conduct 3 1.12 Inspectors of Elections 3 1.13 Record

EX-21.2

Debt for Equity Swap Agreement between Nenx Gaming Limited and Jason Drummond dated May 29, 2019

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As filed with the Securities and Exchange Commission on , 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DITO, INC. (Exact name of registrant as specified in its charter) Delaware 7372 35-2675083 (State or other jurisdiction of incorporation or organization) (Primary

* * * * *

October 30, 2020 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

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As filed with the Securities and Exchange Commission on , 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DITO, INC. (Exact name of registrant as specified in its charter) Delaware 7372 35-2675083 (State or other jurisdiction of incorporation or organization) (Primary

DITO, INC. CONSULTING AGREEMENT

DITO, INC. CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”), made this 3rd day of August, 2020, is entered into by Dito, Inc., a Delaware corporation (the “Company”), and Montrose Capital Partners Limited, a corporation formed under the laws of the United Kingdom with its principal place of business at 32-33 St. James’s Place, London SW1A 1NR (the “Consultant”). WHEREAS, the Compan

* * * * *

October 8, 2020 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

Form of Share Exchange Agreement

Date: 2019 Sellers as listed in Schedule 1 Dito, Inc. as Buyer Share Exchange Agreement for the purchase of the entire issued share capital of Dito UK Limited Fieldfisher Riverbank House 2 Swan Lane London EC4R 3TT Contents No. Heading Page 1. Definitions and Interpretation 1 2. Sale of the Sale Shares 1 3. Consideration 2 4. Completion 2 5. General Provisions 2 Schedule 1 4 Details of the Sellers

Certificate of Incorporation

EX-21.2

Debt for Equity Swap Agreement between Nenx Gaming Limited and Jason Drummond dated May 29, 2019

Unsecured Loan Agreement between Jason Kinglsey Drummond and Nenx Gaming Limited dated October, 2018

Loan Agreement between Fairfax Capital B.V. and Dito UK Limited dated October 29, 2019

Unsecured Loan Agreement between Epsilon Investments Pte Ltd. and Nenx Gaming Limited dated August 3, 2018

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As filed with the Securities and Exchange Commission on , 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DITO, INC. (Exact name of registrant as specified in its charter) Delaware 7372 35-2675083 (State or other jurisdiction of incorporation or organization) (Primary Standard Indust

Unsecured Loan Agreement between Jason Kinglsey Drummond and Nenx Gaming Limited dated August 3, 2018

Unsecured Loan Agreement between Epsilon Investments Pte Ltd. and Nenx Gaming Limited dated October 24, 2018

DITO, INC. JULY 23, 2019

DITO, INC. BYLAWS JULY 23, 2019 Table of Contents Page Preamble 1 Article 1. Stockholders’ Meetings 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Remote Communications 1 1.5 Notice of Meetings 1 1.6 Quorum 2 1.7 Adjournment of Meetings 2 1.8 Voting List 2 1.9 Vote Required 3 1.10 Chairperson; Secretary 3 1.11 Rules of Conduct 3 1.12 Inspectors of Elections 3 1.13 Record

Dito, Inc. List of Subsidiaries

Dito, Inc. List of Subsidiaries 1. Dito UK Limited