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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): December 19, 2023
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-39262 |
|
26-3062752 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
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
7.01. Regulation FD Disclosure.
On
December 20, 2023, Esports Entertainment Group, Inc. (the “Company”) issued a press release regarding a pending reverse split
of its common stock. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K 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 Securities Exchange Act of 1934, as amended (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
8.01. Other Events.
On
December 19, 2023, the Company received a notice from The Nasdaq Stock Market LLC’s (“Nasdaq”) Hearings Panel (the
“Panel”), that the Panel had granted the Company an exception until January 24, 2024, to demonstrate compliance
with the Listing Rule 5550(a)(2) (the “Bid Price Rule”) by maintaining a closing bid price of $1.00 or higher for twenty
consecutive trading sessions. If the Company successfully cures the Bid Price Rule deficiency, the Panel will then determine if it will
grant an extension until April 15, 2024, to cure the $2,500,000 minimum stockholders’ equity requirement, as outlined in Nasdaq
Listing Rule 5550(b)(1) (the “Equity Rule”).
The
Company is in the process of taking definitive steps to comply with this and all applicable conditions and criteria for continued listing
on Nasdaq. There can be no assurance that the Company will regain compliance or if the Company will be able to evidence compliance with
all applicable requirements for continued listing that will satisfy the Panel.
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 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 those discussed
in other documents we file with the SEC, including, our ability to maintain compliance with Nasdaq Listing Rules and maintain the listing
of our securities on Nasdaq, 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.
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: December
20, 2023 |
|
|
| |
|
|
| |
ESPORTS
ENTERTAINMENT GROUP, INC. |
| |
|
|
| |
By: |
/s/
Michael Villani |
| |
Name: |
Michael Villani |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Esports
Entertainment Group Announces Reverse Stock Split
St.
Julian’s, Malta–December 20,
2023–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 has approved a 1-for-400 reverse stock split of the Company’s
common stock, par value $0.001 (the “Common Stock”). The reverse stock split will become effective at 4:01 PM ET on December
21, 2023. The Common Stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market under the same symbol
“GMBL” when the market opens on December 22, 2023, with the new CUSIP number 29667K603.
The
reverse stock split was approved by the Board of Directors in accordance with Nevada law, under which no stockholder approval is required.
As a result of the reverse stock split, every 400 shares of common stock issued and outstanding as of the effective date will be automatically
combined into one share of common stock with no change in the $0.001 par value per share. The exercise prices and the number of shares
issuable upon exercise, of the outstanding stock options and warrants, and the number of shares available for future issuance under the
equity incentive plans will be adjusted in accordance with their respective terms. The reverse stock split will affect all stockholders
uniformly and will not affect any stockholder’s ownership percentage of the Company’s shares, with the exception of those
holders of fractional shares. The reverse stock split will reduce the number of outstanding shares of Common Stock from approximately
426 million to approximately 1.065 million shares and also proportionately reduce the number of authorized shares of Common Stock from
500 million to 1.25 million shares. In order to raise capital to maintain compliance with minimum equity listing requirements, we intend
to seek stockholder approval to increase the number of authorized shares of common stock at our annual shareholders meeting.
The
reverse stock split will also apply to common stock issuable upon the conversion of the Company’s Series C Convertible Preferred
Stock and Series D Convertible Preferred Stock, with the Conversion Price, as defined in their Certificates of Designation, being subject
to adjustment under the terms of their respective Certificates of Designation and the previously disclosed settlement and waiver agreement,
dated October 6, 2023. The conversion provision of the 10% Series A Cumulative Redeemable Convertible Preferred Stock, which is convertible
into shares of Common Stock, will also be adjusted to reflect the Company’s reverse stock splits.
The
reverse stock split is being effected after the Board of Director’s consideration of a variety of factors, including the current
trading price of the Common Stock and regaining compliance with Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule),”
as well as Nasdaq $1.00 minimum bid price requirement Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Company
presented its plan to regain compliance with the Low Priced Stocks Rule and the Minimum Bid Price Rule, as well as its compliance with
the $2.5 million minimum stockholders’ equity requirement, as outlined in Listing Rule 5550(b)(1) (“Equity Rule”),
at its Panel hearing on December 14, 2023. On December 19, 2023, the Panel granted the Company an exception until January 24,
2024 to demonstrate compliance with the Low Priced Stocks Rule and the Minimum Bid Price Rule (“Bid Price Compliance”). Upon
determining Bid Price Compliance, the Panel will determine whether to grant the Company a further extension to regain compliance with
the Equity Rule.
No
fractional shares will be issued in connection with the reverse stock split. Any fractional shares of common stock resulting from the
reverse stock split will be rounded up to the nearest whole post-split share and no shareholders will receive cash in lieu of fractional
shares.
Stockholders
holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders
owning shares through a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split,
subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split.
For those stockholders holding physical stock certificates, the Company’s transfer agent, VStock Transfer, LLC, will send instructions
for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing
the post-split number of shares.
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. 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.
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 4 2024 まで 5 2024
Esports Entertainment (NASDAQ:GMBLP)
過去 株価チャート
から 5 2023 まで 5 2024
