As
filed with the Securities and Exchange Commission on September 15, 2023
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Esports
Entertainment Group, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation or organization)
26-3062752
(I.R.S.
Employer Identification Number)
Block
6,
Triq
Paceville,
St.
Julians STJ 3109
Malta
356
2713 1276
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
State
Agent and Transfer Syndicate
112
North Curry St.
Carson
City, Nevada 89703
(775)
882-1013
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
a copy to:
Shane
Segarra, Esq.
Holland
& Knight LLP
701
Brickell Avenue, Suite 3300
Miami,
Florida 33131
(305)
374-8500
Approximate
date of commencement of proposed sale to the public: As soon as possible after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☒ Registration Statement No. 333-252370
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
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 growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
Pursuant
to Rule 462(b) under the Securities Act of 1933, this Registration Statement shall become effective
upon
filing with the Securities and Exchange Commission.
EXPLANATORY
NOTE AND INCORPORATION BY REFERENCE
This
Registration Statement is being filed by Esports Entertainment Group, Inc. (the “Company”) pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 462(b), the Company hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-252370),
which was declared effective by the Securities and Exchange Commission (“SEC”) on February 5, 2021 (the “Initial Registration
Statement”), including each of the documents filed by the Company with the SEC and incorporated or deemed to be incorporated by
reference therein and all exhibits thereto.
In
accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate
offering price of not more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the
Initial Registration Statement are being registered.
This
Registration Statement is being filed with respect to the registration of an additional $1,197,709 aggregate maximum amount of the Company’s
securities, which are described in the prospectus constituting a part of the Initial Registration Statement.
The
required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Las Vegas, State of Nevada, on this 15th day of September, 2023.
| |
ESPORTS ENTERTAINMENT GROUP, INC. |
| |
|
|
| |
By: |
/s/ Alex Igelman |
| |
|
Alex Igelman |
| |
|
Chief Executive Officer |
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alex Igelman and Michael Villani acting
singly, his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities to sign any and all amendments, including post-effective amendments, to this registration
statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause
to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Alex Igelman |
|
Chief
Executive Officer |
|
September
15, 2023 |
| Alex
Igelman |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Michael Villani |
|
Chief
Financial Officer and Controller |
|
September
15, 2023 |
| Michael
Villani |
|
(Principal
Financial Officer and
Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Jan Jones Blackhurst |
|
Director |
|
September
15, 2023 |
| Jan
Jones Blackhurst |
|
|
|
|
| |
|
|
|
|
| /s/
Chul Woong Lim |
|
Director |
|
September
15, 2023 |
| Chul
Woong Lim |
|
|
|
|
| |
|
|
|
|
| /s/
Alan Alden |
|
Director |
|
September
15, 2023 |
| Alan
Alden |
|
|
|
|
| |
|
|
|
|
| /s/
Damian Mathews |
|
Director |
|
September
15, 2023 |
| Damian
Mathews |
|
|
|
|
| |
|
|
|
|
| /s/
Robert Soper |
|
Director |
|
September
15, 2023 |
| Robert
Soper |
|
|
|
|
Exhibit
5.1
| WESTWARD
LAW, LLC |
3273
E. Warm Springs |
| |
Las
Vegas, NV 89120 |
| |
Telephone:
702-595-8005 |
| |
Email:
keavery@westwardlaw.com |
September
15, 2023
Esports
Entertainment Group, lnc. Block 6, Triq Paceville
St.
Julians STJ 3109 Malta
Re:
Shelf Registration Statement on Form S-3
Ladies
and Gentlemen:
We
refer to the Registration Statement on Form S-3 (the “Additional Registration Statement”) to be filed by Esports Entertainment
Group, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”)
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Act”), relating to the registration
of additional: (i) common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) preferred stock of
the Company, par value $0.001 per share (the “Preferred Stock”), (iii) debt securities of the Company (the “Debt Securities”),
(iv) warrants to purchase Common Stock, Preferred Stock or Debt Securities (collectively, “Warrants”), to be issued pursuant
to the terms of one or more warrant agreements (the “Warrant Agreements”), (v) rights to purchase Common Stock or Preferred
Stock (“Rights”), to be issued pursuant to the terms of one or more rights agreements, and (vi) units consisting of Common
Stock, Preferred Stock, Debt Securities, Warrants, Rights, or any combination of those securities (the “Units”), to be issued
pursuant to the terms of one or more unit agreements, with an aggregate offering price of $1,197,709. The Common Stock, the Preferred
Stock, the Debt Securities, the Warrants, the Rights, and the Units are collectively referred to herein as the “Offered Securities”
and each an “Offered Security.” The Additional Registration Statement incorporates by reference the Registration Statement
on Form S-3, File No. 333-252370, filed by the Company with the Commission under the Act, as amended to the date hereof.
This
opinion letter is being issued pursuant to the requirements of the Act.
In
connection with the foregoing, we have examined certain records of the Company, certificates of public officials and officers of the
Company, and such other documents as we have deemed relevant for purposes of the opinions expressed below.
With
respect to various factual matters material to the opinion expressed below, we have relied upon certificates and information furnished
by public officials and representatives of the Company. We have assumed without inquiry or other investigation: (i) the legal capacity
of each natural person executing the agreements described herein; (ii) the full power and authority of each entity other than the Company
to execute, deliver and perform such agreements and each document executed and delivered or to be executed and delivered in connection
therewith; (iii) the due authorization, execution and delivery by each entity other than the Company of each such agreement and each
document executed and delivered or to be executed and delivered by such entity; (iv) that there have been no undisclosed modifications
of any provision of any document reviewed by us in connection with the rendering of this opinion letter and no undisclosed prior waiver
of any right or remedy contained in any of the documents; (v) the genuineness of each signature; (vi) the completeness of each document
submitted to us; (vii) the authenticity of each document reviewed by us as an original; (viii) the conformity to the original of each
document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy; (ix) that each certificate
or copy of a public record furnished by public officials is accurate, complete and authentic; (x) the valid, legal, binding and enforceable
nature of the obligations of all parties under the transaction documents other than the Company; and (xi) that each transaction complies
with all tests of good faith, fairness and conscionability required by law.
We
have also assumed that: (i) prior to the delivery of any Offered Security, the Company’s Board of Directors (the “Board”)
(or a duly established and authorized committee thereof) shall have duly established the terms of such Offered Security and duly authorized
the issuance and sale of such Offered Security and such authorization shall not have been modified or rescinded; (ii) the Registration
Statement, and any amendments thereto (including post-effective amendments), will have become effective and such effectiveness shall
not have been terminated or rescinded; (iii) a prospectus supplement will have been prepared and filed with the Commission describing
the Offered Securities offered thereby; (iv) all Offered Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (v) a definitive
purchase, underwriting or similar agreement with respect to any Offered Securities will have been duly authorized and validly executed
and delivered by the Company and the other parties thereto; and (vi) after the issuance of any shares of Common Stock, the total number
of issued shares of Common Stock, together with the total number of shares of Common Stock reserved for issuance upon the exercise, exchange
or conversion, as the case may be, of any exercisable, exchangeable or convertible security, as the case may be, then outstanding, will
not exceed the total number of authorized shares of Common Stock under the Company’s Articles of Incorporation.
Based
upon the foregoing and subject to the assumptions, limitations, qualifications and exceptions set forth herein, we are of the opinion
that:
1.
With respect to the Common Stock, when: (i) the Board (or a duly established and authorized committee thereof) has taken all necessary
corporate action to approve the issuance and sale of the Common Stock, the terms of the offering thereof and related matters, (ii) such
shares of Common Stock have been duly issued and delivered in accordance with the provisions of any applicable convertible or exchangeable
security, definitive purchase, underwriting or other agreement binding on the Company and the terms approved by the Board (or a duly
established and authorized committee thereof) and (iii) the Company has received payment of the cash or other lawful consideration provided
to be paid for the Common Stock, then the shares of Common Stock will be validly issued, fully paid and nonassessable.
2.
With respect to the Preferred Stock, when: (i) the Board (or a duly established and authorized committee thereof) has taken all necessary
corporate action to approve the issuance and sale of the Preferred Stock, the terms of the offering thereof and related matters, including
the designation of the relative rights, preferences, privileges, qualifications, limitations and restrictions of any series of Preferred
Stock in conformity with the Articles of Incorporation and the Company’s Bylaws, and a proper and valid filing, if required, with
the Secretary of State of the State of Nevada of a Certificate of Designations setting forth such designations and relative rights, preferences,
privileges, qualifications, limitations and restrictions, if any, with respect to such series of Preferred Stock, (ii) such shares of
Preferred Stock have been duly issued and delivered in accordance with the provisions of any applicable convertible or exchangeable security,
definitive purchase, underwriting or other agreement binding on the Company and the terms approved by the Board (or a duly established
and authorized committee thereof) and (iii) the Company has received payment of the cash or other lawful consideration provided to be
paid for the Preferred Stock, then the shares of Preferred Stock will be validly issued, fully paid and nonassessable.
Our
opinion herein is expressed solely with respect to the corporate laws of the State of Nevada. Our opinion is based on these laws as in
effect on the date hereof. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express
no opinion and provide no assurance as to compliance with any other federal or state securities law, rule or regulation. This opinion
letter is rendered as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any
matter set forth herein. Our opinions are limited to the matters stated herein, and no opinion is to be implied or inferred beyond the
matters stated herein.
We
hereby consent to the filing of this opinion letter as an exhibit to the above-referenced Registration Statement and further consent
to the reference to our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very
truly yours,
| WESTWARD
LAW, LLC |
|
| /s/
Westward Law, LLC |
|
Exhibit
5.2
Holland
& Knight
September
15, 2023
Esports
Entertainment Group, lnc. Block 6, Triq Paceville
St.
Julians STJ 3109 Malta
Re:
Shelf Registration Statement on Form S-3
Ladies
and Gentlemen:
We
refer to the Registration Statement on Form S-3 (the “Additional Registration Statement”) to be filed by Esports Entertainment
Group, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”)
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Act”), relating to the registration
of additional: (i) common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) preferred stock of
the Company, par value $0.001 per share (the “Preferred Stock”), (iii) debt securities of the Company (the “Debt Securities”),
(iv) warrants to purchase Common Stock, Preferred Stock or Debt Securities (collectively, “Warrants”), to be issued pursuant
to the terms of one or more warrant agreements (the “Warrant Agreements”), (v) rights to purchase Common Stock or Preferred
Stock (“Rights”), to be issued pursuant to the terms of one or more rights agreements (the “Rights Agreements”),
and (vi) units consisting of Common Stock, Preferred Stock, Debt Securities, Warrants, Rights, or any combination of those securities
(the “Units”), to be issued pursuant to the terms of one or more unit agreements (the “Unit Agreements”), with
an aggregate offering price of $1,197,709. The Common Stock, the Preferred Stock, the Debt Securities, the Warrants, the Rights, and
the Units are collectively referred to herein as the “Offered Securities” and each an “Offered Security.” The
Additional Registration Statement incorporates by reference the Registration Statement on Form S-3, File No. 333-252370, filed by the
Company with the Commission under the Act, as amended to the date hereof.
This
opinion letter is being issued pursuant to the requirements of the Act.
In
connection with the foregoing, we have examined certain records of the Company, certificates of public officials and officers of the
Company, and such other documents as we have deemed relevant for purposes of the opinions expressed below.
With
respect to various factual matters material to the opinion expressed below, we have relied upon certificates and information furnished
by public officials and representatives of the Company. We have assumed without inquiry or other investigation: (i) the legal capacity
of each natural person executing the agreements described herein; (ii) the full power and authority of each entity other than the Company
to execute, deliver and perform such agreements and each document executed and delivered or to be executed and delivered in connection
therewith; (iii) the due authorization, execution and delivery by each entity other than the Company of each such agreement and each
document executed and delivered or to be executed and delivered by such entity; (iv) that there have been no undisclosed modifications
of any provision of any document reviewed by us in connection with the rendering of this opinion letter and no undisclosed prior waiver
of any right or remedy contained in any of the documents; (v) the genuineness of each signature; (vi) the completeness of each document
submitted to us; (vii) the authenticity of each document reviewed by us as an original; (viii) the conformity to the original of each
document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy; (ix) that each certificate
or copy of a public record furnished by public officials is accurate, complete and authentic; (x) the valid, legal, binding and enforceable
nature of the obligations of all parties under the transaction documents other than the Company; and (xi) that each transaction complies
with all tests of good faith, fairness and conscionability required by law.
We
have also assumed that any indenture (an “Indenture”) and any supplemental indenture to any Indenture will be duly authorized,
executed and delivered by the trustee thereunder (the “Trustee”) and in substantially the form reviewed by us, and that any
Debt Securities that may be issued will be manually or electronically authenticated, signed or countersigned, as the case may be, by
duly authorized officers of the applicable Trustee, and that each will be governed by the laws of the State of New York.
We
have also assumed that: (i) prior to the delivery of any Offered Security, the Company’s Board of Directors (the “Board”)
(or a duly established and authorized committee thereof) shall have duly established the terms of such Offered Security and duly authorized
the issuance and sale of such Offered Security and such authorization shall not have been modified or rescinded; (ii) the Registration
Statement, and any amendments thereto (including post-effective amendments), will have become effective and such effectiveness shall
not have been terminated or rescinded; (iii) a prospectus supplement will have been prepared and filed with the Commission describing
the Offered Securities offered thereby; (iv) all Offered Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; and (v) a definitive
purchase, underwriting or similar agreement with respect to any Offered Securities will have been duly authorized and validly executed
and delivered by the Company and the other parties thereto.
Based
upon the foregoing and subject to the assumptions, limitations, qualifications and exceptions set forth herein, we are of the opinion
that:
1.
With respect to the Debt Securities, when: (i) the Board (or a duly established and authorized committee thereof) has taken all necessary
corporate action to approve the issuance and terms of the Debt Securities, the terms of the offering thereof and related matters, (ii)
the applicable Indenture, if any, has been duly qualified under the Trust Indenture Act of 1939, as amended and (iii) the Debt Securities
have been duly executed, authenticated, registered, issued and delivered in accordance with the applicable Indenture and the applicable
definitive purchase, underwriting or similar agreement approved by the Company, and upon payment of the consideration therefor provided
for therein, then the Debt Securities will constitute valid and legally binding obligations of the Company, enforceable against the Company
in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization,
moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights
generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
2.
With respect to the Warrants, when: (i) the Board (or a duly established and authorized committee thereof) has taken all necessary corporate
action to approve the issuance and establish the terms of the Warrants, the terms of the offering of such Warrants and related matters,
(ii) one or more agreements incorporating the terms and other provisions of the Warrants has been duly executed and delivered by the
Company and the applicable warrant agent appointed by the Company (each, a “Warrant Agreement”) and (iii) the Warrants or
certificates representing the Warrants have been duly executed, authenticated or countersigned, registered, issued and delivered in accordance
with the terms of the applicable Warrant Agreement (assuming the Offered Securities issuable upon exercise of the Warrants have been
duly authorized and reserved for issuance by all necessary corporate action), and upon payment of the consideration therefor provided
for therein, then the Warrants will constitute valid and legally binding obligations of the Company, enforceable against the Company
in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization,
moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights
generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
3.
With respect to the Rights, when: (i) the Board (or a duly established and authorized committee thereof) has taken all necessary corporate
action to approve the issuance and establish the terms of the Rights, the terms of the offering of such Rights and related matters, (ii)
one or more Rights Agreement has been duly executed and delivered by the Company and the applicable rights agent appointed by the Company
and (iii) the Rights or certificates representing the Rights have been duly executed, authenticated or countersigned, registered, issued
and delivered in accordance with the terms of the applicable Rights Agreement (assuming the Offered Securities issuable upon exercise
of the Offered Securities comprising the Rights have been duly authorized and reserved for issuance by all necessary corporate action),
and upon payment of the consideration therefor provided for therein, then the Rights will constitute valid and legally binding obligations
of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited
by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws
relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law).
4.
With respect to the Units, when: (i) the Board (or a duly established and authorized committee thereof) has taken all necessary corporate
action to approve the issuance and establish the terms of the Units, the terms of the offering of such Units and related matters, (ii)
one or more Unit Agreements has been duly executed and delivered by the Company and the applicable unit agent appointed by the Company
and (iii) the Units or certificates representing the Units have been duly executed, authenticated or countersigned, registered, issued
and delivered in accordance with the terms of the applicable Unit Agreement (assuming the Offered Securities issuable upon exercise of
the Offered Securities comprising the Units have been duly authorized and reserved for issuance by all necessary corporate action), and
upon payment of the consideration therefor provided for therein, then the Units will constitute valid and legally binding obligations
of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited
by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws
relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law).
Our
opinions are limited to matters governed by the federal securities laws of the United States, the laws of the State of New York, and
the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction
or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
This opinion letter is rendered as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any
change in any matter set forth herein. Our opinions are limited to the matters stated herein, and no opinion is to be implied or inferred
beyond the matters stated herein.
We
hereby consent to the filing of this opinion letter as an exhibit to the above-referenced Registration Statement and further consent
to the reference to our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very
truly yours,
| HOLLAND
& KNIGHT LLP |
|
| /s/
Holland & Knight LLP |
|
Exhibit
23.1
Independent
Registered Public Accounting Firm’s Consent
We
consent to the incorporation by reference in this Registration Statement of Esports Entertainment Group, Inc. on Form S-3 of our report dated April
21, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, and an emphasis of
matter paragraph related to the adjustments for the reverse stock split, with respect to our audit of the consolidated financial statements
of the Company as of June 30, 2022 and for the year ended June 30, 2022, which report appears in the Prospectus, which is part of this
Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/
Marcum LLP
Marcum LLP
Marlton,
New Jersey
September
15, 2023
Exhibit
23.2
Independent
Registered Public Accounting Firm’s Consent
We
consent to the incorporation by reference in this Registration Statement of Esports Entertainment Group, Inc. on Form S-3 of our report dated October
13, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our
audit of the consolidated financial statements of the Company as of June 30, 2021 and for the year ended June 30, 2021, which report
appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading
“Experts” in such Prospectus. We were dismissed as auditors on October 25, 2022 and, accordingly, we have not performed any
audit or review procedures with respect to any financial statements included or incorporated by reference in this Registration Statement
for the periods after the date of our dismissal.
/s/
Friedman LLP
Friedman LLP
Marlton,
New Jersey
September
15, 2023
Exhibit
107
Calculation
of Filing Fee Table
Form
S-3
(Form
Type)
Esports
Entertainment Group, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1—Newly Registered and Carry Forward Securities
| | |
Security
Type | |
Security
Class
Title(1) | |
Fee
Calculation
Rule | | |
Amount
Registered(1) | | |
Proposed
Maximum
Offering
Price Per
Unit(1) | | |
Maximum
Aggregate
Offering
Price(1) | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Newly Registered Securities | |
| Fees to be Paid | |
Equity | |
Common Stock, par value $0.001 per share | |
| 457 | (o) | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
|
– | | |
| – | |
| Fees to be Paid | |
Equity | |
Preferred Stock, par value $0.0001 per share | |
| 457 | (o) | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
|
– | | |
| – | |
| Fees to be Paid | |
Debt | |
Debt Securities | |
| 457 | (o) | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
|
– | | |
| – | |
| Fees to be Paid | |
Other | |
Warrants | |
| 457 | (o) | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
|
– | | |
| – | |
| Fees to be paid | |
Other | |
Rights | |
| 457 | (o) | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
|
– | | |
| – | |
| Fees to be Paid | |
Other | |
Units | |
| 457 | (o) | |
| (1 | ) | |
| (1 | ) | |
| (1 | ) | |
|
– | | |
| – | |
| Fees to be Paid | |
Unallocated (Universal) Shelf | |
Unallocated (Universal) Shelf | |
| 457 | (o) | |
| (1 | ) | |
| (1 | ) | |
$ | 1,197,709 | | |
|
0.0001102 | | |
$ | 131.99 | |
| | |
Total Offering Amounts | | |
$ | 1,197,709 | | |
|
| | |
$ | 131.99 | |
| | |
Total Fees Previously Paid | | |
| | | |
|
| | |
| – | |
| | |
Total Fee Offsets | | |
| | | |
|
| | |
| – | |
| | |
Net Fee Due | | |
| | | |
|
| | |
$ | 131.99 | |
| (1) |
The
registrant previously registered the offer and sale of certain securities, including its common stock, par value $0.001 per share
(the “Common Stock”), preferred stock, par value $0.001 per share (the “Preferred Stock”), debt securities,
warrants to purchase Common Stock, Preferred Stock and/or debt securities, rights to purchase Common Stock and Preferred Stock, and
units, having a proposed maximum aggregate offering price of $100,000,000 pursuant to a Registration Statement on Form S-3 (File
No. 333-252370) (the “Initial Registration Statement”), which was initially filed on January 25, 2021 and declared effective
by the Securities and Exchange Commission on February 5, 2021. As of the date hereof, a balance of $5,988,547.39 of such securities
remains unsold under the Initial Registration Statement. In accordance with Rule 462(b) under the Securities Act of 1933, as amended
(the “Securities Act”), and General Instruction IV(A) of Form S-3, the registrant is hereby registering the offer and
sale of an additional $1,197,709 aggregate maximum amount of its securities. The additional amount of securities that is being registered
for offer and sale represents no more than 20% of the maximum aggregate offering price of the remaining securities available to be
sold under the Initial Registration Statement. |
Esports Entertainment (NASDAQ:GMBLP)
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