Current Report Filing (8-k)
May 26 2023 - 4:12PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 22, 2023
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-39262 |
|
26-3062752 |
| (State
or other jurisdiction of |
|
(Commission |
|
(IRS
Employer |
| incorporation
or organization) |
|
File
Number) |
|
Identification
No.) |
BLOCK
6,
TRIQ
PACEVILLE,
ST.
JULIANS STJ 3109
MALTA
(Address
of principal executive offices)
356
2713 1276
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
GMBL |
|
The
Nasdaq Stock Market LLC |
| Common
Stock Purchase Warrants |
|
GMBLW |
|
The
Nasdaq Stock Market LLC |
10.0%
Series A Cumulative Redeemable
Convertible Preferred Stock |
|
GMBLP |
|
The
Nasdaq Stock Market LLC |
| Common
Stock Purchase Warrants |
|
GMBLZ |
|
The
Nasdaq Stock Market LLC |
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. ☐
Item
1.01 Entry Into a Material Definitive Agreement.
The
information included in Item 3.02 and Item 5.03 of this Current Report are incorporated by reference into this Item 1.01 of this Current
Report to the extent required.
Item
2.02 Results of Operations and Financial Condition.
On
May 22, 2023, Esports Entertainment Group, Inc. (the “Company”) issued a press release providing a business update for
the third quarter ended March 31, 2023. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by
reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
Item 3.02. Unregistered Sales of Equity Securities.
On May 1, 2023, the Company had previously announced
on Form 8-K, that on April 30, 2023, it had entered into a securities purchase agreement (the “Securities Purchase Agreement”)
with an institutional investor (the “Investor”) for a direct offering to the Investor of (i) 4,300 shares of new Series D
Convertible Preferred Stock (the “Series D Preferred Stock”), $0.001 par value per share, for a price of $1,000 per share,
(ii) common warrants to purchase 1,433,333 shares of our Common Stock at a price of $1.96 per share (the “Common Warrants”),
and (iii) preferred warrants to purchase 4,300 shares of our Series D Preferred Stock at a price of $1,000 per share (the “Preferred
Warrants”).
On May 22, 2023, the Company closed the transactions
contemplated by the Securities Purchase Agreement with an accredited investor, Alto Opportunity Master Fund, SPC – Segregated Master
Portfolio B, the holder of the Company’s outstanding Series C Convertible Preferred Stock.
The securities were offered and issued pursuant
to the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On May 22, 2023, the Company filed a certificate
of designations (the “Series D Certificate of Designations”), with the Secretary of State of the State of Nevada regarding
the Company’s shares of preferred stock, par value $0.001 per share, designated as Series D Convertible Stock, to amend certain
powers, designations, preferences and other rights set forth therein, effective as of May 22, 2023. We urge you to read the Series D
Certificate of Designations, which is attached to this Form 8-K as Exhibit 3.1, in full because it defines the rights of the holder of
Series D Preferred Stock and the relative rights of the holder to the rights of the holders of our common stock.
In connection with the Securities
Purchase Agreement, the Company’s Board of Directors approved the designation of 10,000 shares of preferred stock as Series
D Preferred Stock, with a par value of $0.001 per share, as set forth in the Certificate of Designations.
Summaries of the Certificate of Designations
and the material terms of the Series D Preferred Stock (including the material terms of conversion of the Series D Preferred Stock),
Securities Purchase Agreement, Common Warrants, Preferred Warrants and the Registration
Rights Agreement were previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1,
2023. Such summaries, however, are qualified in their entirety by reference to the forms of such agreements, which are filed as exhibits
to this Current Report and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
The
information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
Forward-Looking
Statements
The
information contained herein includes forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “plans,” “predicts,” “projects,” “will be,”
“will continue,” “will likely result,” and similar expressions. These statements relate to future events or to
our strategies, targeted markets, and future financial performance, and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these forward-looking statements, including, the ability to effectuate
debt for equity exchanges, the conversion prices, the timing and other terms of such exchanges. You should not place undue reliance on
forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond
our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Factors
that could cause or contribute to such differences include, but are not limited to, those discussed in our most recent Annual Report
on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and those discussed in other documents we file with the SEC, including our
ability to regain compliance with Nasdaq Listing Rules and stay listed on Nasdaq, our obligations under our preferred stock outstanding,
and our ability to continue as a going concern. Any forward-looking statement reflects our current views with respect to future events
and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy
and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the
reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes
available in the future, unless required by law. The safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of such
Act.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
May 26, 2023
| |
ESPORTS
ENTERTAINMENT GROUP, INC. |
| |
|
|
| |
By: |
/s/
Michael Villani |
| |
Name:
|
Michael
Villani |
| |
Title: |
Interim
Chief Financial Officer and Controller |
Esports Entertainment (NASDAQ:GMBL)
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