false
0001451448
MT
0001451448
2023-11-07
2023-11-07
0001451448
us-gaap:CommonStockMember
2023-11-07
2023-11-07
0001451448
GMBL:CommonStockPurchaseWarrantsMember
2023-11-07
2023-11-07
0001451448
GMBL:Sec10.0SeriesCumulativeRedeemableConvertiblePreferredStockMember
2023-11-07
2023-11-07
0001451448
GMBL:CommonStockPurchaseWarrants1Member
2023-11-07
2023-11-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 7, 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
3.02 Unregistered Sale of Equity Securities.
As
previously disclosed under Item 1.01, Item 3.02 and Item 5.03 of Form 8-K in Current Reports on Form 8-K filed by Esports Entertainment
Group, Inc. (the “Company” “we” or “us”) on April 20, 2023 and May 1, 2023, we and the holder (the
“Holder”) of our Senior Convertible Note, agreed to exchange and exchanged, $15,230,024 in aggregate principal amount of
our Senior Convertible Note then outstanding into 15,230 shares of new Series C Convertible Preferred Stock, which Series C Convertible
Preferred Stock is convertible into a number of shares of common stock determined by a formula to be applied at the time of conversion,
which formula was described in such Form 8-K reports and in the Series C Convertible Preferred Stock Certificate of Designations attached
as an exhibit to such Form 8-K reports, and described below.
Since
our last Current Report on Form 8-K filed with the SEC on November 7, 2023, for the period from November 7, 2023, through November 10,
2023, we and the Holder effected equity conversions under the Series C Convertible Preferred Stock. Pursuant to the equity conversions,
the Holder converted approximately $219,000 in aggregate principal amount and $2,000 in accrued dividends of the Series C Convertible
Preferred Stock into an aggregate of 4,422,000 shares of our common stock (the “Conversions”), at conversion prices equal
to 90% of the lowest VWAP (as defined in the Series C Convertible Preferred Stock Certificate of Designations) of the 10 trading days
ending and including the date of conversion, in accordance with Section 31(g) of the Series C Convertible Preferred Stock Certificate
of Designations and the previously disclosed settlement and waiver agreement, dated October 6,
2023 (“October Settlement Agreement”) with the Holder, (each, an “Alternate Conversion Price”).
Under
the October Settlement Agreement, in the event that the conversion price then in effect,
as may be adjusted under the Settlement Agreement, is greater than 90% of the lowest VWAP of the common stock during the ten (10) consecutive
trading day period ending and including the trading day of an applicable conversion notice, the accrued and unpaid dividends on the outstanding
shares of preferred stock shall automatically increase, pro rata, by the applicable Alternate Conversion Floor Amount (as defined in
the Series C Certificate of Designations and Series D Certificate of Designations) or, at the Company’s option, the Company shall
deliver the applicable Alternate Conversion Floor Amount to the holder on the applicable date of conversion. Related to these conversions,
we have increased such dividends by an aggregate of approximately $15,000 to the holder of the Series C Convertible Preferred Stock.
No such amounts are due under the Series D Convertible Preferred Stock.
The
Company’s shares of common stock issued in connection with the Conversions were not registered under the Securities Act of 1933,
as amended (the “Securities Act”), and were issued to an existing Holder of the Company’s securities without commission
or additional consideration in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.
Following
the recent Conversions, approximately $6,076,000 in aggregate amount of the Series C Convertible Preferred Stock remains outstanding.
We intend to continue to effect additional equity conversions under the same terms in the foreseeable future.
Item
7.01 Regulation FD Disclosure
As
previously disclosed, on September 15, 2023, the Company entered into an Equity Distribution Agreement (the “Agreement”),
pursuant to which the Company established an “at the market” equity offering program (“ATM”) to sell up to an
aggregate of $7,186,257 of shares of common stock. The shares are being issued pursuant to the Company’s shelf registration statement
on Form S-3 (File No. 333-252370) and Form S-3 MEF (File No. 333-274542) and the Company filed a prospectus supplement, dated September
15, 2023, with the Securities and Exchange Commission (“SEC”) in connection with the offer and sale of the shares pursuant
to the Agreement with the placement agent named therein.
Since
our Current Report on Form 8-K filed with the SEC on November 7, 2023, for the period of
November 7, 2023, through November 10, 2023, the Company sold
an aggregate of 7,199,151 shares through the ATM for gross proceeds of approximately $364,000, and has up to approximately $5,623,000
in shares
of common stock remaining that can be sold under the ATM at November 10, 2023.
The net proceeds from these sales under the ATM equity offering program (“ATM Sales”)
of approximately $353,000 were allocated 50% to the Company, and 50% to the holder of the Company’s outstanding Series C Convertible
Preferred Stock and Series D Convertible Preferred Stock (the “Holder”) and will be used to redeem first, the Series D Convertible
Preferred Stock and second, the Series C Convertible Preferred Stock, as applicable (“Redemption Proceeds”), unless the Holder
elects to change such allocations (or waive such redemption, in whole or in part, with respect to one or more ATM Sales), pursuant to
the October Settlement Agreement. Fees paid to the agent related to these ATM Sales were approximately $11,000.
As
of November 10, 2023, there were approximately $383,000 of Redemption Proceeds instructed for deposit into a non-interest-bearing escrow
account (“Escrow Account”) for the Holder pursuant to the previously disclosed escrow agreement (“Escrow Agreement”)
executed concurrently with the October Settlement Agreement. Under the terms of the October Settlement Agreement and Escrow Agreement,
the Redemption Proceeds will not be released to the Holder until the Redemption Proceeds equal or exceed $250,000 from additional ATM
Sales, and the Escrow Agent has received written instruction from either the Company or the Holder to release the Redemption Proceeds.
As of November 10, 2023, there was approximately $322,000 of the Redemption
Proceeds disbursed from the Escrow Account to the Holder for redemption of 312 shares of Series D Convertible Preferred Stock.
As
of November 10, 2023, there were 90,755,269 shares of common stock, par value $0.001 issued and outstanding.
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:
November 13, 2023 |
|
|
|
|
|
|
ESPORTS
ENTERTAINMENT GROUP, INC. |
|
|
|
|
By: |
/s/
Michael Villani |
|
Name:
|
Michael
Villani |
|
Title: |
Chief
Financial Officer |
v3.23.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionISO 3166-1 alpha-2 country code.
+ References
+ Details
Name: |
dei_EntityAddressCountry |
Namespace Prefix: |
dei_ |
Data Type: |
dei:countryCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=GMBL_CommonStockPurchaseWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=GMBL_Sec10.0SeriesCumulativeRedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=GMBL_CommonStockPurchaseWarrants1Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Esports Entertainment (NASDAQ:GMBLP)
Historical Stock Chart
From Aug 2024 to Sep 2024
Esports Entertainment (NASDAQ:GMBLP)
Historical Stock Chart
From Sep 2023 to Sep 2024