世纪赌场 2024年度报告

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For thefiscal yearendedDecember 31, 2024OR¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from___________to___________Commission file number0-22900CENTURY CASINOS, INC.(Exact name of registrant as specified in its charter)DELAWARE84-1271317(State or other jurisdiction of incorporation(I.R.S. Employeror organization)Identification No.)455 E. Pikes Peak Ave,Suite 210,Colorado Springs,Colorado80903(Address of principal executive offices) (Zip Code)(719)527-8300(Registrant’s telephone number, including area code)Securities Registered Pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of exchange on which registeredCommon Stock, $0.01 Per Share Par ValueCNTYNasdaqCapital Market, Inc. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨NoþIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes¨Noþ 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 of1934 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 suchfiling requirements for the past 90 days. YesþNo¨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 submitsuch files).YesþNo¨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 growthcompany” in Rule 12b-2 of the Exchange Act. Accelerated filerþSmaller reporting companyþEmerging 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 Large accelerated filer¨Non-accelerated filer¨ new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.þIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.¨Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨Noþ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June28, 2024, based upon theclosing price of $2.77 for the Common Stock on the Nasdaq Capital Market on that date, was $72,459,211. For purposes of this calculation only,executive officers and directors of the registrant are considered affiliates.As of March7, 2025, the registrant had30,682,603shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE:Part III incorporates by reference the registrant’s definitive Proxy Statement for its 2025Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after December 31, 2024. INDEX Part IItem 1. Business.Item 1A.Risk Factors.Item 1B.Unresolved Staff Comments.Item 1C.Cybersecurity.Item 2.Properties.Item 3.Legal Proceedings.Item 4.Mine Safety Disclosures.Information About our Executive Officers.Part II Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.23Item 6.Removed and Reserved.23Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.24Item 7A.Quantitative and Qualitative Disclosures About Market Risk.44Item 8.Financial Statements and Supplementary Data.45Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.45Item 9A.Controls and Procedures.45Item 9B.Other Information.47Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Insp