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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): February 13, 2024
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-39262 |
|
26-3062752 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
February 13, 2024, Esports Entertainment Group, Inc.
(the “Company”) issued a press release announcing that its Board of Directors, after
thorough and careful consideration of all available information, has approved a voluntary delisting of the Company’s securities,
including its Common Stock, par value $0.01, 10.0% Series A Cumulative Redeemable Convertible Preferred Stock and Common Warrants (the
“Securities”) from the Nasdaq Stock Market LLC (the “Exchange”).
The
Company has notified the Exchange of its intent to voluntarily delist its Securities from the Exchange. The Company currently anticipates
that it will file a Form 25 with the Securities and Exchange Commission (the “SEC”) relating to the delisting of its Securities
on or about February 23, 2024, and anticipates that the delisting of its Securities will become effective 10 days after the filing, unless
otherwise directed by Nasdaq. At the time of this announcement the Company is under a Nasdaq Panel Monitor and is not in compliance with
the minimum stockholders’ equity requirement, as outlined in Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”).
The
Company’s delisting is expected to reduce the
Company’s public costs as it advances its strategy to drive growth and profitability. Once the delisting is effective the Company
expects its Securities will be listed on the OTCQB® Venture Market of the OTCMarkets (the “OTCMarkets”), until such time
it decides to reapply and is approved to relist on a senior U.S. Exchange. There can be no assurances that its Common Stock will continue
to be traded on such market.
Following
the delisting of its Securities on the Exchange, the Company will consider its options and may file a Form 15 to deregister its Common
Stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company
is considering taking this further action in order to reduce legal, accounting and administrative costs associated with being an SEC
reporting registrant and allow management to increase its focus on improving performance by reducing time spent in complying with applicable
SEC reporting requirements.
Item
7.01 Regulation FD Disclosure
As
disclosed above, on February 13, 2024, the Company issued a press release announcing its intent to file a Form 25 and to voluntarily
delist its Securities from the Exchange. A copy of this release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information contained in this Item 7.01 and Exhibit 99.1 furnished as part of Item 9.01 of this Current Report on Form 8-K is being furnished
and shall not be deemed “filed” for the purposes of Section 18 of the (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such
filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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. 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, the timing of the effectiveness of our delisting and ability and timing of deregistration of our Securities,
our obligations under our outstanding preferred stock and the settlement agreement, 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:
February 13, 2024 |
|
|
|
|
|
|
ESPORTS
ENTERTAINMENT GROUP, INC. |
|
|
|
|
By: |
/s/
Alex Igelman |
|
Name:
|
Alex
Igelman |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Esports
Entertainment Group Announces Voluntary Delisting from the Nasdaq and Transfer to the OTCQB® Venture Market
Temporary
Shift to OTC Markets Expected to Drive Additional Cost Savings
St.
Julian’s, Malta–February 13, 2024 – Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLP) (NASDAQ: GMBLW)
(NASDAQ: GMBLZ) (“Esports Entertainment”, “EEG”, or the “Company”), a leading, global iGaming
company and business-to-business (B2B) esports content and solutions provider, today announced that its Board of Directors, after thorough
and careful consideration of all available information, has approved a voluntary delisting of the Company’s Common Stock, par value
$0.01, 10.0% Series A Cumulative Redeemable Convertible Preferred Stock and Common Warrants (the “Securities”) from the Nasdaq
Stock Market (“Nasdaq”), which is expected to reduce the Company’s public costs as it advances its strategy to drive
growth and profitability. As a result, the Company anticipates that it will file with the Securities and Exchange Commission a Form 25
relating to the delisting of its Securities and expects its Securities will be listed on the OTCQB® Venture Market of the OTCMarkets,
until such time it decides to reapply and is approved to relist on a senior U.S. Exchange. On February 13, 2024, when the Company informed
the Nasdaq of its intention to delist it was under a Nasdaq Panel Monitor and not in compliance with the Nasdaq’s stockholders’
equity requirement.
Alex
Igelman, CEO of Esports Entertainment Group, stated, “While we have solid assets inside the business, and have assembled a first-class
management and board, the restructuring and turnaround of the business has been no small undertaking. Although we have made substantial
and rapid progress, we have several more significant initiatives still underway. At the same time, the expenses related to maintaining
our Nasdaq listing are significant, and, despite our listing on a senior U.S. exchange, we do not believe the current market price reflects
the intrinsic value of our business. At the moment, we are 100% focused on driving growth and profitability and believe that this move
to the OTCMarkets will allow us to regroup as we execute on the aforementioned initiatives. In this way, assuming we meet the listing
requirements, we could relist on a senior U.S. Exchange at a time of our choosing. In the meantime, we plan to reallocate resources towards
activities, some of which we have previously identified, that we believe will generate the highest return on capital and maximum long-term
value for our shareholders”.
About
Esports Entertainment Group
Esports
Entertainment Group is a global MGA-licensed, “esports-focused” iGaming B2C operator and a US-focused B2B provider of esports
solutions. The Company owns and operates the world’s leading esport venue management system, currently deployed in over 1000 global
locations, including more than 200 colleges and universities. The Company’s strategy is to capitalize on the multi-billion-dollar
market for esports and esports wagering by leveraging its leading position in the industry. The Company is also targeting the rapidly
growing market for short-form esports wagerable content, which features competitive, short-cycle head-to-head leagues that are optimized
for betting. In addition to its plans to distribute esports content, the Company currently provides B2C-focused wagering through its
MGA-licensed suite of brands. For additional information about the Company, please visit www.esportsentertainmentgroup.com.
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. 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,
the timing of the effectiveness of our delisting and ability and timing of deregistration of our Securities,
our obligations under our outstanding preferred stock and the settlement agreement, 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.
Contact:
Crescendo
Communications, LLC
Tel:
(212) 671-1021
Email:
GMBL@crescendo-ir.com
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