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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): October 16, 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
2.02 Results of Operations and Financial Condition.
On
October 16, 2023, Esports Entertainment Group, Inc. (the “Company”) issued a press release providing a business update for
the year ended June 30, 2023. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The
information set forth in Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section 11
and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be
incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or
after the date hereof, regardless of any general incorporation language in 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, including, the ability to effectuate
debt for equity exchanges, the conversion prices, the timing and other terms of such exchanges, and the ability to consummate the required
capital raise. 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 significant
indebtedness, our obligations under our Senior Convertible Note, 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:
October 16, 2023
|
ESPORTS
ENTERTAINMENT GROUP, INC. |
|
|
|
By: |
/s/
Michael Villani |
|
Name:
|
Michael
Villani |
|
Title: |
Chief Financial Officer |
Exhibit
99.1
Esports
Entertainment Group Provides Fiscal Year-End 2023 Business Update
Continues
Strategic Restructuring to Optimize Operations;
Reduces
Total Liabilities by Over $51 Million Since Beginning of Calendar 2023
Cuts
Non-Profitable Operations and Contracts;
Projects
Over $4 Million in Annual Savings
Broadens
Offerings with Key Partnerships in iGaming and Esports Wagering
St.
Julians, Malta–October 16, 2023–Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLP) (NASDAQ: GMBLW)
(NASDAQ: GMBLZ) (“Esports Entertainment” or the “Company”), a leading, global iGaming company and
business-to-business (B2B) esports solutions provider, today provided strategic, financial, and operational updates for the fiscal
year end June 30, 2023.
“Over
recent months, the Company has undertaken a comprehensive examination of our organization, focusing on the anticipated trajectory of
the esports and iGaming sectors,” commented Alex Igelman, CEO of Esports Entertainment. “Through this process, we conducted
a deep dive into our business from top to bottom and pinpointed operations and contracts that weren’t profitable, leading to decisive
actions that have set us up for a promising future. Although the restructuring came with one-time expenses, we are confident that the
long-term advantages will significantly outweigh these costs. Moving forward, the Company anticipates a reduction in annual operating
expenses of more than $4 million. We have also reduced total liabilities by approximately $51.8 million since January 2023. By focusing
resources around core assets, we believe we are establishing a robust foundation for our future. This period of time in the Company’s
evolution marks a pivotal shift and new beginning, allowing us to leave behind past barriers and shape a path that maximizes our potential
for success, which we believe will drive significant revenue growth and value for our shareholders.”
“Our
recent focus has turned towards developing initiatives to further broaden the Company’s esports and iGaming offerings in order
to create a comprehensive, end-to-end offering of online betting options to our customers.”
“Building
on our recently announced upcoming sportsbook offering, we also recently announced a key partnership with Oddin.gg, a top-tier
esports betting solution provider. We plan to integrate Oddin’s cutting-edge iFrame solution into our Idefix iGaming platform,
enabling us to supply betting markets for our customers. This anticipated integration, subject to the approval of the Malta
Gaming Authority, is targeted for Q1 2024. Expanding our partnership with Oddin.gg marks a significant step forward for Esports
Entertainment as it will allow us to provide odds on traditional esports events, such as seasonal, big-name events, annual esports
tournaments, as well as short-cycle wagerable events. What sets Oddin.gg apart is their unique combination of proprietary
statistical models, unique algorithms, and deep understanding of game nuances and player inclinations, ensuring an unparalleled user
experience. Their platform’s capability to anticipate in-game event outcomes and facilitate live, in-game markets provides
users with what we believe will be an unparalleled, iGaming and esports betting experience. The integration of Oddin.gg’s
advanced esports wagering solution, combined with the addition of Delasport’s sportsbook, provides Esports Entertainment a
comprehensive, B2C esports wagering and iGaming ecosystem.”
“At
the same time, our wholly owned subsidiary, ggCircuit, entered into a partnership with Ghost Gaming and Skillshot Media to establish
a first-of-its-kind Scholastic Esports Innovation Center within the Ghost Gaming HQ lab, dedicated to pioneering research and co-developing
cutting-edge technology tailored to the evolving needs of school esports programs.”
“Overall,
we believe the Company-wide initiatives we have undertaken this year will place us in a stronger financial position, and at the forefront
of the rapidly growing esports wagering market which is poised to grow significantly by 2025. Moreover, the addition of Oddin.gg’s
iFrame supports the Company’s global expansion strategies, given Oddin’s established international presence. As a result, I could not be more excited by
the outlook for our business.”
Financial
Results - Fiscal 2023
|
● |
Revenue
totaled $23.0 million for the fiscal year ended June 30, 2023, compared to $58.4 million for the 2022 comparable period |
|
● |
Cost
of revenue totaled $8.8 million for the fiscal year ended June 30, 2023, a decrease of $15.4 million, or 64%, from $24.2 million
in the 2022 fiscal year |
|
● |
Sales
and marketing expense totaled $5.9 million for the fiscal year ended June 30, 2023, a decrease of $19.8 million, or 77%, compared
to $25.7 million in the 2022 fiscal year |
|
● |
General
and administrative expense totaled $28.9 million for the fiscal year ended June 30, 2023, a decrease of $22.4 million, or 44%, compared
to $51.3 million for the 2022 comparable period |
|
● |
Net
loss for the fiscal year ended June 30, 2023, was $32.3 million, compared to $102.2 million for the 2022 fiscal year |
The
Company’s complete financial results are available in the Company’s Form 10-K, which has been with the Securities and Exchange
Commission and will be available on the Company’s website.
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 800 global
locations, including more than 100 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, including the Center serving
as a hub for competitive gaming communities, bringing together the brightest minds from all stakeholders to develop bespoke software
and hardware solutions that equip both students and educators to thrive in the digital age. 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 maintain
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.
Investor
Relations Contact:
Crescendo
Communications, LLC
Tel:
(212) 671-1021
Email:
GMBL@crescendo-ir.com
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Esports Entertainment (NASDAQ:GMBLP)
過去 株価チャート
から 5 2024 まで 6 2024
Esports Entertainment (NASDAQ:GMBLP)
過去 株価チャート
から 6 2023 まで 6 2024