Bragg Gaming (NASDAQ: BRAG) closes Drayton deal, converts receipts and reshapes board

Rhea-AI Filing Summary

Bragg Gaming Group Inc. completed the acquisition of all issued and outstanding securities of Drayton International for US$9,000,000, paid entirely in 4,500,000 common shares. Certain former Drayton shareholders are locked up for up to 24 months, with 25% of their shares released at 12, 15, 18 and 24 months. The deal expands Bragg’s reach in regulated U.S. sports betting and horse racing, including entry into the Advance Deposit Wagering market and access to additional proprietary game content through Drayton’s studio equity interests.

In connection with closing, 751,445 subscription receipts issued at US$1.73 each were automatically converted into an equal number of common shares and non-transferable warrants. Each warrant is exercisable into one common share for 36 months at an exercise price of US$2.16, subject to acceleration. These securities are subject to a Canadian statutory hold period of four months and one day and a four‑month lock-up, and are restricted under U.S. securities rules. Bragg also obtained lender consent from Bank of Montreal and renewed its senior credit facility for another year on existing terms.

On governance, Matt Davey has been appointed Non-Executive Chairman effective at closing and, through Tekkorp Capital, holds approximately 10.09% of Bragg’s issued and outstanding common shares on a non-diluted basis. Holly Gagnon steps down as Chair but remains a director, while Matevz Mazij resigns from the board after not receiving a majority of votes for re-election and continues as Chief Executive Officer.

Key Figures

Acquisition consideration: US$9,000,000 Consideration shares: 4,500,000 common shares Subscription receipts: 751,445 subscription receipts +4 more

7 metrics

Acquisition consideration US$9,000,000 Aggregate consideration for acquisition of all Drayton International securities

Consideration shares 4,500,000 common shares Bragg common shares issued as consideration for Drayton acquisition

Subscription receipts 751,445 subscription receipts Receipts converted into an equal number of common shares and warrants

Subscription receipt price US$1.73 per subscription receipt Issue price in the non-brokered private placement

Warrant exercise price US$2.16 per share Exercise price for common share purchase warrants issued on conversion

Warrant term 36 months Period during which each warrant is exercisable into one common share

Tekkorp ownership 10.09% of common shares Non-diluted stake held by Tekkorp Capital after transaction and offering

Key Terms

Advance Deposit Wagering (ADW), subscription receipts, non-brokered private placement, statutory hold period, +2 more

6 terms

Advance Deposit Wagering (ADW) financial

"Advance Deposit Wagering (ADW) represents bragg’s entry into the regulated online"

subscription receipts financial

"all 751,445 subscription receipts issued at a price of US$1.73 per"

Subscription receipts are temporary securities sold to investors that act like a receipt for future shares or cash once certain conditions in a financing or acquisition are met; until those conditions are satisfied, the funds are held in trust. Think of them as a ticket you buy today that will convert into the actual product later or get you a refund if the event doesn’t happen. They matter to investors because they provide a way to participate in a deal now while limiting immediate ownership changes and risk until the outcome is confirmed.

non-brokered private placement financial

"under its previously announced non-brokered private placement (the “Offering”)"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

statutory hold period regulatory

"issued under the Offering remain subject to a statutory hold period in Canada"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

restricted securities regulatory

"are “restricted securities” within the meaning of Rule 144(a)(3)"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

majority voting policy regulatory

"after not receiving a majority of votes cast for his re-election at"

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FAQ

What acquisition did Bragg Gaming (BRAG) complete in July 2026?

Bragg Gaming completed the acquisition of Drayton International for US$9,000,000, paid entirely in 4,500,000 common shares. The deal broadens Bragg’s U.S. sports betting and horse racing footprint and adds studio equity interests and proprietary game content.

How were Drayton International shareholders compensated in the Bragg Gaming (BRAG) transaction?

Drayton shareholders received an aggregate of 4,500,000 Bragg common shares as consideration valued at US$9,000,000. Certain recipients are subject to a lock-up of up to 24 months, with 25% of locked shares released at 12, 15, 18 and 24 months after closing.

What are the terms of Bragg Gaming (BRAG) subscription receipts and warrants?

Bragg issued 751,445 subscription receipts at US$1.73 each, which converted into an equal number of common shares and non-transferable warrants. Each warrant is exercisable for 36 months at US$2.16 per share, with hold and lock-up restrictions on the resulting securities.

How much of Bragg Gaming (BRAG) does Matt Davey control after the deal?

Upon closing of the transaction and offering, Matt Davey, through Tekkorp Capital, holds approximately 10.09% of Bragg’s issued and outstanding common shares on a non-diluted basis. He also became Non-Executive Chairman of the board at the same time.

What changes were made to Bragg Gaming’s (BRAG) board leadership?

Bragg appointed Matt Davey as Non-Executive Chairman, with Holly Gagnon stepping down as Chair but remaining a director. Matevz Mazij resigned from the board after not receiving a majority of votes for re-election and continues serving as Chief Executive Officer.

Did Bragg Gaming (BRAG) change its credit facility in connection with the Drayton deal?

Bragg obtained prior written consent from Bank of Montreal as lender under its existing credit facility for the Drayton transaction. The credit facility was also renewed for another year on terms consistent with the existing arrangement, maintaining its current lending structure.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2026

Commission File Number: 001-40759

Bragg Gaming Group Inc.

(Translation of registrant's name into English)

130 King Street West, Suite 1955

Toronto, Ontario M5X 1E3

Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F x

DOCUMENTS FILED AS PART OF THIS FORM 6-K

Exhibit	Description
99.1	News Release, dated July 22, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

	BRAGG GAMING GROUP INC.
Date: July 23, 2026
	By:	/s/ Robert Bressler
	Name:	Robert Bressler
	Title:	Chief Financial Officer

Exhibit 99.1

Bragg Gaming Group Closes Acquisition of Drayton International, Converts Subscription Receipts, and Announces Matt Davey Appointment as Board Chairman

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

Toronto, July 22, 2026, /CNW/ - Bragg Gaming Group Inc. (NASDAQ: BRAG, TSX: BRAG) (“bragg” or the “Company”), a leading iGaming content and platform technology solutions provider, today announced the closing of its previously announced acquisition of Drayton International (the “Transaction”), the concurrent conversion of subscription receipts into common shares and warrants under its previously announced non-brokered private placement (the “Offering”), the renewal of its senior credit facility, and changes to the composition of its board of directors.

Closing of the Drayton International Acquisition

bragg has completed the acquisition of all of the issued and outstanding securities of Drayton International for aggregate consideration of US$9,000,000, satisfied entirely through the issuance of 4,500,000 common shares of the Company (the “Consideration Shares”). Certain former shareholders of Drayton who received Consideration Shares are also subject to a lock-up pursuant to which they may not sell, transfer, dispose of, or otherwise deal in their Consideration Shares for up to 24 months following closing of the Transaction, with 25% of the locked-up Consideration Shares released at 12, 15, 18 and 24 months following closing of the Transaction. The Transaction positions bragg to expand its presence in regulated U.S. sports betting and horse racing markets through Drayton’s established technology and operational capabilities. Drayton’s portfolio includes equity interests across a number of licensed gaming studios, broadening bragg’s access to proprietary game content and features that can be integrated into bragg’s existing platform, Hub and PAM offering. Further, Advance Deposit Wagering (ADW) represents bragg’s entry into the regulated online wagering model used in U.S. horse racing, under which bettors fund an account in advance and place wagers on races, which is a licensed, fast-growing segment of the U.S. gaming market.

“Drayton gives bragg a direct, credible entry into the U.S. Advance Deposit Wagering (ADW) market, a diversified portfolio of studio equity interests and proprietary distribution infrastructure that materially expands our content scale,” said Matevz Mazij, Chief Executive Officer of bragg. “Beyond this transaction, our studios continue to expand the breadth of games and features across the platform, including the early application of AI-assisted development tools to help us bring new content to market faster. We see real long-term potential here, and we intend to be direct with shareholders and the market as that work matures.”

Conversion of Subscription Receipts

In connection with the closing of the Transaction, the escrow release conditions under the Offering have been satisfied and all 751,445 subscription receipts issued at a price of US$1.73 per subscription receipt have been automatically exchanged, without further action or additional consideration, for an equal number of common shares and non-transferable common share purchase warrants of the Company. Each warrant is exercisable into one common share for a period of 36 months at an exercise price of US$2.16 per share, subject to acceleration in accordance with the terms of the warrants.

The common shares and warrants issued under the Offering remain subject to a statutory hold period in Canada of four months and one day from the closing of the Offering and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act of 1933, as amended. Subscribers are also subject to a lock-up pursuant to which they have agreed not to sell, transfer, dispose of, or otherwise deal in their shares or warrants for four months following closing of the Transaction.

Lender Consent and Facility Renewal

In connection with the Transaction, the Company obtained the prior written consent of Bank of Montreal (“BMO”), as lender under its existing credit facility, to the Transaction. The credit facility has also been renewed for another year on terms consistent with the existing arrangement.

Board Changes

The Company is pleased to announce the appointment of Matt Davey as Non-Executive Chairman of the board of directors of the Company, effective as of the closing of the Transaction.

Mr. Davey is a gaming entrepreneur and Founder and Chairman of Tekkorp Capital, a gaming-oriented investment fund. Upon closing of the Transaction and the Offering, Mr. Davey, through Tekkorp Capital, holds approximately 10.09% of the issued and outstanding common shares of the Company on a non-diluted basis. Mr. Davey brings deep relationships and a track record of value creation across gaming M&A, with particular experience in the U.S. sports betting and online gaming sectors. His appointment comes at a pivotal moment as bragg expands its presence in regulated U.S. sports betting and horse racing markets through the recently closed Drayton International acquisition.

“Matt is highly respected throughout our industry and brings deep strategic, operational and governance experience,” said Holly Gagnon, Chair of the Board. “His track record speaks for itself, but what stands out to me is that he's not just advising bragg, he's now genuinely invested in where we go next. As we enter this next phase following the transaction, we're glad to have that experience and perspective on the board as we focus on execution and long-term value for shareholders.”

As part of these changes, Ms. Gagnon is stepping down as Chair of the Board and will be succeeded in that role by Mr. Davey; she will continue to serve as a director of the Company. The Board extends its sincere appreciation to Ms. Gagnon for her dedication and contributions as Chair of the Board and for her leadership in facilitating this transaction and a smooth Board transition. The Company also congratulates Ms. Gagnon on her induction into the American Gaming Association's Gaming Hall of Fame Class of 2026, an honor recognizing more than three decades of leadership in the gaming industry. She will be formally inducted at the Global Gaming Expo (G2E) in Las Vegas later this year.

“Bragg has built the foundations needed for a powerful platform and distribution business: real content, real technology, and real licences in highly regulated markets," said Matt Davey, Non-Executive Chairman of Bragg. "The next chapter is about disciplined execution — focus, balance sheet strength, operating cash flow, and revenue growth driven by letting the product do the talking. I've built businesses through this phase before, and I look forward to supporting the board and management as they do it here.”

The Company also announces the resignation of Matevz Mazij from the board of directors, effective July 22, 2026. Mr. Mazij's resignation follows his offer to resign in accordance with the Company's majority voting policy after not receiving a majority of votes cast for his re-election at the Company's annual general meeting held on June 18, 2026. The board has accepted Mr. Mazij's resignation. Mr. Mazij remains Chief Executive Officer of Bragg.

Cautionary Statement Regarding Forward-Looking Information

This news release contains “forward-looking statements” or “forward-looking information” within the meaning of applicable Canadian securities laws (together “forward-looking statements”), including statements with respect to the benefits and effects of the Transaction; the terms of the Offering; the expected roles and contributions of directors and officers; and the Company's strategic plans and intentions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated. Readers are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements, except as required by applicable securities laws.

About Bragg Gaming Group

Bragg Gaming Group, “bragg” (NASDAQ: BRAG, TSX: BRAG) crafts igaming environments that elevate player experiences. By combining battle-tested regulatory expertise with smart technology and captivating games and gaming worlds, bragg delivers a proven revenue engine for operators and an unforgettable experience for players.

The bragg product suite includes:

● casino games: Featuring bragg studios game experiences, as well as aggregated and bespoke IP crafted for bragg by partner studios

● fuze™: Real-time behavioural intelligence that maps player journeys to reduce churn and maximize lifetime value.

● bragg hub: A single integration aggregating the industry's best games from bragg’s premium in-house studios and third-party games houses

● bragg PAM: A proven, scalable platform that simplifies operations across markets.

Licensed and operational in 30+ regulated markets globally, including the U.S., Canada, LatAm, and Europe, bragg is engineered for igaming players and built for operator growth.

Join bragg on LinkedIn

For further information:

Robbie Bressler
Chief Financial Officer
Bragg Gaming Group Inc.
ir@bragg.games

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