GDEV Inc SC TO-I/A, filed Sep 30, 2026
GDEV Inc. (GDEV)
GDEV Inc. accepted 57,110 shares at $11.03 per share in its tender offer, for an aggregate cost of approximately $629.9 thousand, representing approximately 0.3% of shares outstanding; approximately 18.1 million shares remain outstanding. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
(Amendment No. 2)
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
GDEV Inc.
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
Ordinary Shares, No Par Value Per Ordinary Share
(Title of Class of Securities)
G6529J209
(CUSIP Number of Class of Securities)
Andrey Fadeev, Chief Executive Officer
GDEV Inc.
55, Griva Digeni
3101, Limassol
Cyprus
Telephone: +35722580040
(Name, address and telephone number of person authorized
to receive notices
and communication on behalf of the filing person)
Copy
to:
Yoseph Choi
Latham & Watkins (London) LLP
One Leadenhall
1 Leadenhall Street
London EC3V 1AA
United Kingdom
Telephone: +44 (0)20 7710 1000
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
| ¨ | third party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
EXPLANATORY noTE
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2026 (including the exhibits filed therewith, the “Schedule TO”) by GDEV Inc., a British Virgin Islands business company (the “Company,” “we,” “us” or “our”), to purchase for cash up to $20,000,000 in value of its ordinary shares, no par value per ordinary share (each, a “share”), or up to 1,813,236 shares, at a purchase price of $11.03 per share, net to the seller, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated August 31, 2026 (the “Offer to Purchase”), filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal”), filed as Exhibit (a)(1)(B) to the Schedule TO.
Only those items that are amended are reported in this Amendment No. 2. Except as specifically provided herein, the information set forth in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on Schedule TO and in the Offer to Purchase or the Letter of Transmittal. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof:
On September 30, 2026, the Company issued a press release announcing the final results of the tender offer, which expired at 5:00 p.m., Eastern Time, on September 28, 2026. A copy of such press release is filed as Exhibit (a)(5)(C) to this Amendment No. 2 and is incorporated by reference herein.
Item 12. Exhibits.
The following exhibits are included or incorporated by reference in this Schedule TO:
2
| Exhibit No. |
Description | Incorporation by Reference | |||
| Form | File Number | Exhibit No. |
Filing Date | ||
| (d)(3) | Sales Agreement, dated September 12, 2024, among the Issuer, Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. | 6-K | 001-40758 | 1.1 | September 12, 2024 |
| (d)(4) | Amended and Restated Memorandum and Articles of Association of the Company. | 6-K | 001-40758 | 3.1 | August 28, 2026 |
| (d)(5) | Form of Director and Officer Indemnification Agreement. | 20-F | 001-40758 | 4.9 | August 27, 2021 |
| (g) | Not Applicable. | ||||
| (h) | Not Applicable. | ||||
| 107 | Filing Fee Table. | SC TO-I | 005-93469 | 107 | August 31, 2026 |
| * | Filed herewith. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: September 30, 2026 | ||
| GDEV Inc. | ||
| By: | /s/ Andrey Fadeev | |
| Name: | Andrey Fadeev | |
| Title: | Chief Executive Officer | |
Exhibit (a)(5)(C)
GDEV announces final results of previously announced
self tender offer
to purchase for cash up to $20,000,000 in value of its ordinary shares
(or up to 1,813,236 Ordinary Shares)
at a purchase price of $11.03 per ordinary share
September 30, 2026 – Limassol, Cyprus – GDEV Inc. (NASDAQ: GDEV), an international gaming and entertainment company (“GDEV” or the “Company”), today announced the final results of the previously announced tender offer by the Company to purchase for cash up to $20,000,000 in value of its ordinary shares, no par value per ordinary share (each, a “share”), or up to 1,813,236 shares, at a purchase price of $11.03 per share, net to the seller in cash, without interest, less any applicable withholding taxes, which expired at 5:00 p.m., Eastern Time, on September 28, 2026.
Based on the final count by Continental Stock Transfer & Trust Company, the depositary for the tender offer (the “Depositary”), 57,110 shares were properly tendered and not properly withdrawn.
In accordance with the terms and conditions of the tender offer, and based on the final results reported by the Depositary, the Company has accepted for purchase 57,110 shares through the tender offer at a price of $11.03 per share, for an aggregate cost of approximately $629.9 thousand, excluding fees relating to the tender offer. The number of shares that the Company has accepted for purchase in the tender offer represents approximately 0.3% of the total number of issued ordinary shares of the Company outstanding as of the commencement of the tender offer on August 31, 2026.
The Company will have approximately 18.1 million shares outstanding immediately following payment for the shares purchased in the tender offer. The shares acquired pursuant to the tender offer will be held by the Company as treasury shares, and will remain available for the Company to issue in the future.
The Depositary will promptly pay for all of the shares accepted for purchase, and all shares not accepted for purchase will be returned to shareholders, in each case, in accordance with the terms and conditions of the tender offer.
D.F. King & Co., Inc. is serving as the information agent for the tender offer, and Continental Stock Transfer & Trust Company is serving as the Depositary. For all questions regarding the tender offer, please contact the information agent, D.F. King & Co., Inc., by calling +1 (800) 549-6864, or by emailing gdev@dfking.com.
About GDEV
GDEV is a gaming and entertainment holding company, focused on development and growth of its franchise portfolio across various genres and platforms. With a diverse range of subsidiaries including Nexters and Cubic Games, among others, GDEV strives to create games that will inspire and engage millions of players for years to come. Its franchises, such as Hero Wars, Pixel Gun 3D and others have accumulated over 550 million installs and $2.5 billion of bookings worldwide. For more information, please visit www.gdev.inc.
Certain information regarding the tender offer
The information in this press release describing GDEV Inc.’s tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of GDEV Inc. in the tender offer. The tender offer will only be made pursuant to the Offer to Purchase, the related Letter of Transmittal and other related materials filed as part of the Tender Offer Statement on Schedule TO, in each case as may be amended or supplemented from time to time. Shareholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer.
Shareholders of GDEV Inc. may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that GDEV Inc. is filing with the Securities and Exchange Commission from the Securities and Exchange Commission’s website at www.sec.gov. Shareholders may also obtain a copy of these documents, without charge, from D.F. King & Co., Inc., the information agent for the tender offer, by calling (800) 549-6864 (U.S. toll-free), or by emailing gdev@dfking.com. Shareholders are urged to carefully read all of these materials prior to making any decision with respect to the tender offer. Shareholders and investors who have questions or need assistance may call D.F. King & Co., Inc., the information agent for the tender offer, toll free at (800) 549-6864, or may email D.F. King & Co., Inc. at gdev@dfking.com.
Cautionary statement regarding forward-looking statements
Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s 2025 Annual Report on Form 20-F, filed by the Company on March 31, 2026, and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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