Current Report Filing (8-k)
2023年3月3日 - 7:19AM
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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 24, 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
2.01 Completion of Acquisition or Disposition of Assets
On
February 24, 2023, (“Closing Date”), Esports Entertainment Group, Inc., a Nevada corporation (“Company”), pursuant
to a stock purchase agreement (“Purchase Agreement”) dated February 14, 2023 with Gameday Group PLC, a Malta company (“Purchaser”),
completed the divestiture of Prozone Limited, a Malta company containing the online casino and sportsbook business, including the Bethard
brand (the “Bethard Business”), that is licensed in Malta and Sweden (and together the sale of Prozone Limited with the Bethard
Business herein referred to as the “Sale of the Bethard Business).” The purchase consideration was determined by the Company
to be $8,090,965 comprised of cash received on the Closing date of €1,650,000 ($1,739,882 using exchange rates in effect on the
Closing Date), holdback consideration, of €150,000 ($158,171 using exchange rates in effect on the Closing Date) and the Company’s
settlement of its contingent consideration liability of €5,872,989 ($6,192,912 using exchange rates in effect on the
Closing Date) that had originated from its acquisition of the Bethard Business on July 13, 2021. The Purchaser further assumed
net working capital of the Bethard Business consisting primarily of accounts payable and accrued liabilities estimated to be €1,238,552
($1,306,021 using exchange rates at the Closing Date).
The
foregoing description of the Sale of the Bethard Business is qualified in its entirety by the full text of the Purchase Agreement, which
was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February
17, 2023 (the “Prior Report”) and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(b)
Pro Forma Financial Information
The
unaudited pro forma consolidated financial statements of the Company as of December 31, 2022, and for the six months ended December 31,
2022, and for the year ended June 30, 2022, together with the related notes to the unaudited pro forma condensed consolidated financial
information, are included as Exhibit 99.1 to this Current Report and are incorporated herein by reference.
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 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 amount of debt for equity exchanges we will
be able to effect, the conversion price, and for what period of time such exchanges will continue to occur, if at all. 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 significant indebtedness, and our obligations under our Senior Convertible Note, our ability to continue as a
going concern, and our ability to regain compliance with Nasdaq Listing Rules. 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:
March 2, 2023
|
ESPORTS
ENTERTAINMENT GROUP, INC. |
|
|
|
By: |
/s/
Michael Villani |
|
Name:
|
Michael
Villani |
|
Title: |
Interim
Chief Financial Officer and Controller |
Esports Entertainment (NASDAQ:GMBL)
過去 株価チャート
から 5 2024 まで 6 2024
Esports Entertainment (NASDAQ:GMBL)
過去 株価チャート
から 6 2023 まで 6 2024