Amended Current Report Filing (8-k/a)
August 12 2021 - 4:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 1, 2021
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-39262
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26-3062752
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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13/14
Penthouse Office, Mannarino Road
Birkirkara,
Malta, BKR 9080
(Address
of principal executive offices)
356
2713 1276
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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GMBL
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The
Nasdaq Stock Market LLC
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Common
Stock Purchase Warrants
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GMBLW
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
Explanatory
Note
On
June 7, 2021, Esports Entertainment Group, Inc. (the “Company”), filed a Current Report on Form 8-K (the “Initial Report”)
to report the closing on June 1, 2021 of (i) an equity purchase agreement dated January 22, 2021, as amended on May 21, 2021 (the “Helix
Purchase Agreement”), by and among the Company, Helix Holdings, LLC, a limited liability company incorporated under the laws of
Delaware (“Helix”), and the equity holders of Helix (the “Helix Equity Holders”), whereby the Company would acquire
from the Helix Equity Holders, all of the issued and outstanding membership units of Helix, making Helix a wholly owned subsidiary of
the Company and (ii) an equity purchase agreement dated January 22, 2021, as amended on May 21, 2021 (the “GGC Purchase Agreement”
together with the Helix Purchase Agreement the “Purchase Agreements”), by and among the Company, ggCIRCUIT LLC, an Indiana
limited liability company (“GGC”), and the equity holders of GGC (the “GGC Equity Holders”), whereby the Company
would acquire from the GGC Equity Holders all of the issued and outstanding membership units of GGC, making GGC a wholly owned subsidiary
of the Company.
This
Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements
of Helix and GGC, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to
the Initial Report are being made by this Amendment. This Amendment should be read in connection
with the Initial Report, which provides a more complete description of the Purchase Agreements and transactions contemplated thereby.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Helix and GGC.
The
audited consolidated financial statements of each of Helix and GGC as of and for the years ended December 31, 2020 and 2019, together
with the related notes to the consolidated financial statements, are included as Exhibit 99.1 and 99.2, respectively, to this
Current Report.
The
unaudited condensed consolidated financial statements of the Helix and GGC as of March 31, 2021 and December 31, 2020 and
for the three months ended March 31, 2021 and 2020, together with the related unaudited notes to the condensed consolidated
financial statements, are included as Exhibit 99.3 and 99.4, respectively, to this Current Report and are incorporated herein by
reference.
(b)
Pro Forma Financial Information.
The
unaudited pro forma combined financial statements of the Company as of March 31, 2021 and for the year ended June 30, 2020 and
nine months ended March 31, 2021, together with the related unaudited notes to the combined financial statements, are included
as Exhibit 99.5 to this Current Report and are incorporated herein by reference.
Exhibit
Number
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Description
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23.1
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Consent of Friedman LLP
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99.1
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Audited consolidated financial statements of Helix as of and for the year ended December 31,2020 and 2019 together with the related notes to the financial statements.
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99.2
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Audited consolidated financial statements of GGC as of and for the year ended December 31, 2020 and 2019 together with the related notes to the financial statements.
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99.3
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Unaudited condensed consolidated financial statements of Helix as of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020 together with the related unaudited notes to the condensed consolidated financial statements.
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99.4
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Unaudited condensed consolidated financial statements of GGC as of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020, together with the related unaudited notes to the condensed consolidated financial statements.
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99.5
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Unaudited Pro Forma Combined Financial Statements of Esports Entertainment Group, Inc. as of March 31, 2021 and for the year ended June 30, 2020 and the nine months ended March 31, 2021.
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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 hereunto duly authorized.
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ESPORTS
ENTERTAINMENT GROUP, INC.
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Dated:
August 12, 2021
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By:
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/s/
Grant Johnson
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Grant
Johnson
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Chief
Executive Officer
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Esports Entertainment (NASDAQ:GMBL)
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