Current Report Filing (8-k)
09 December 2020 - 9:28AM
Edgar (US Regulatory)
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 3, 2020
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-39262
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26-3062752
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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170
Pater House, Psaila Street
Birkirkara,
Malta, BKR 9077
(Address
of principal executive offices)
356
2757 7000
(Registrant’s
telephone number, including area code)
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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GMBL
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The
Nasdaq Stock Market LLC
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Common
Stock Purchase Warrants
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GMBLW
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The
Nasdaq Stock Market LLC
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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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
December 3, 2020, the Board of Directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”),
appointed Mr. Stuart Tilly, the Company’s Chief Legal Officer and Secretary, as a member of the Board (the “Appointment”).
Below is a description of Mr. Tilly’s professional work experience.
Stuart
Tilly, Age 42, Chief Legal Officer, Secretary, and Director
Mr.
Tilly combines over 15 years of experience in the online gaming industry having previously trained and qualified as a Solicitor.
Previously, he had been involved in several online gaming companies, holding positions including Founder and Chief Executive Officer,
Chief Legal Officer and Non-Executive Director and board member. From 2016 through 2020, Stuart was the Chief Executive Officer
for Argyll Entertainment AG, a UK licensed online sports betting and gaming company. From 2014 to 2020, he was also Founder and
Chief Executive Officer of Flip Sports Limited, a mobile games development company. From 2012 to 2016 he was Founder and Executive
Director of iGaming Counsel, a legal and commercial advisory firm to the online gaming industry. From 2005 to 2012 he held senior
legal positions in the online gaming industry. Stuart was also a founding member of the International Social Games Association,
an industry trade body for the social gaming industry and a non-executive advisor to Game Sparks Limited, a games platform as
a service company. He has a law degree from the University of Exeter and an LPC Masters Degree from Nottingham Trent Law School.
Stuart trained and qualified as a solicitor at Magic Circle law firm, Allen & Overy LLP.
Family
Relationships
Mr.
Tilly does not have a family relationship with any of the current officers or directors of the Company.
Related
Party Transactions
A
previously reported on our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on October 1, 2020, on
August 1, 2020, the Company entered into a consulting agreement with Rivington Law (the “Tilly Consulting Agreement”),
whereby Stuart Tilly, as a consultant to the Company, will among other things, provide legal services to the Company. The Company
has appointed Mr. Tilly as Chief Legal Officer and Secretary. Pursuant to the Tilly Consulting Agreement, Mr. Tilly is entitled
to receive £18,000 per month. Mr. Tilly will be eligible for discretionary cash bonuses as determined from time to time
by the Board or Compensation Committee as well as participation in any executive stock option plan consistent with other C-level
officers, once adopted by the Company. Either party may terminate the Tilly Consulting Agreement upon six months written notice
(the “Notice Period”). The Company may, at is sole discretion, terminate the Tilly Consulting Agreement immediately
by paying all amounts that otherwise would have been due owing during the Notice Period. On the date of termination, for any reason
whatsoever, Mr. Tilly will only be entitled to any outstanding fees or consideration earned and owed though the date of such termination.
Item
5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be
a complete description of the rights and obligations of the parties to the Tilly Consulting Agreement, and such description is
qualified in its entirety by reference to the full text of the Tilly Consulting Agreement, a copy of which is attached as Exhibit
10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item
9.01. Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ESPORTS
ENTERTAINMENT GROUP, INC.
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Dated:
December 8, 2020
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By:
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/s/
Grant Johnson
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Grant
Johnson
Chief Executive Officer
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