UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

ESPORTS ENTERTAINMENT GROUP, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ESPORTS ENTERTAINMENT GROUP, INC.

November 22, 2021

January [●], 2024

Dear Fellow Esports Entertainment Group, Inc. Stockholders:

We invite you to attend the 20212023 Annual Meeting of Stockholders of Esports Entertainment Group, Inc. to be held virtually at the offices of the corporate counsel of Esports Entertainment Group located at 101 Wood Avenue South, 5^th Floor, Woodbridge, NJ 08830www.virtualshareholdermeeting.com/GMBL2023 on Monday, December 20, 2021,[●], 2024, at 10:00 a.m. Eastern Time.

The Notice of the Annual Meeting and proxy statement (“Proxy StatementStatement”) accompanying this letter provide information concerning matters to be considered and acted upon at the meeting. Immediately following the meeting, a report on our operationsThere will be presented, including a question-and-answer and discussion period.period as part of the meeting. Our 20202023 results are presented in detail in our Annual Report.Report on Form 10-K for the fiscal year ended June 30, 2023, which is accessible as indicated in the Proxy Statement.

Your vote is very important. We encourage you to read all of the important information in the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your vote by the Internet, by telephone or if you requestmail using a paper copy of the proxy materials and receive a proxy card, by mail.card.

On behalf of the Board of Directors, thank you for your continued confidence and investment in Esports Entertainment Group.Group, Inc.

ESPORTS ENTERTAINMENT GROUP, INC.

Block 6, Triq Paceville

St. Julians, Malta, STJ 3109

Telephone: 356 2713 1276

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Monday, December 20, 2021[●], 2024

To the Stockholders of Esports Entertainment Group, Inc.:

The 20212023 Annual Meeting of the Stockholders (the “Annual Meeting”) of Esports Entertainment Group, Inc., a Nevada corporation (together with its subsidiaries, “Company”, “Esports”, “we”, “us” or “our”), will be held on Monday, December 20, 2021,[●], 2024, at 10:00 a.m. Eastern Time virtually at www.virtualshareholdermeeting.com/GMBL2023. You or your proxy holder will be able to participate and vote, by visiting the offices ofmeeting link above and entering the Company’s corporate counsel located at 101 Wood Avenue South, 5^th Floor, Woodbridge, NJ 08830. control number on the proxy card you received. You are not required to register before the meeting starts.

The purpose of the meetingAnnual Meeting is to consider and act upon the following matters:

The foregoing items of business are more fully described in the Proxy Statement that is attached and made a part of this Notice. Only stockholders of record of the Company’s common stock, par value $0.001 per share (the “Common Stock”),Common Stock at the close of business on October 25, 2021[●] (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting. We are providing proxy material access to our stockholders via mail and the Internet at www.proxyvote.com. Please give the proxy materials your careful attention.

BY ORDER OF THE BOARD OF DIRECTORS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS TO BE HELD ON DECEMBER 20, 2021[●], 2024

The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

Your vote is important. We encourage you to review all of the important information contained in the proxy materials before voting.

TABLE OF CONTENTS

ESPORTS ENTERTAINMENT GROUP, INC.

Block 6, Triq Paceville

St. Julians, Malta, STJ 3109

Telephone: 356 2713 1276

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 20, 2021[●], 2024

GENERAL INFORMATION ABOUT THE PROXY

STATEMENT AND ANNUAL MEETING

General

The enclosedThis proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company,” “we” or “us”), for use at the 20212023 Annual Meeting of the Company’s shareholdersstockholders (the “Annual Meeting”) to be held virtually at 101 Wood Avenue South, 5^th Floor, Woodbridge, NJ 08830,www.virtualshareholdermeeting.com/GMBL2023, on Monday December 20, 2021,[●], 2024, at 10:00 a.m. Eastern Time, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Accompanying this Proxy Statement is a proxy/voting instruction form (the “Proxy”) for the Annual Meeting, which you may use to indicate your vote as to the proposals contained in this Proxy Statement. Whether or not you expect to attend the meeting in person,Annual Meeting, please vote your shares as promptly as possible to ensure that your vote is counted. It is contemplated that this Proxy Statement and the accompanying form of Proxy will first be mailed to the Company’s shareholdersstockholders on or about November 17, 2021.[●], 2024.

Revocability of Proxies

All Proxies which are properly completed, signed and returned prior to the Annual Meeting, and which have not been revoked, will be voted in favor of the proposals described in this Proxy Statement unless otherwise directed. A shareholderstockholder of record may revoke his, her or herits Proxy at any time before it is voted either by filing withdelivering to the Chief Executive OfficerSecretary of the Company, at its principal executive offices located at Block 6, Triq Paceville, St. Julians, Malta, STJ 3109, a written notice of revocation or a duly-executed Proxy bearing a later date or by attending the Annual Meeting and voting in person.during the meeting via the virtual meeting platform.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Solicitation of Proxies

The Company will solicit stockholders by mail through its regular employees and will request banks and brokers and other custodians, nominees and fiduciaries, to solicit their customers who have stock of the Company registered in the names of such persons and will reimburse them for reasonable, out-of-pocket costs. In addition, the Company may use the service of its officers and directors to solicit proxies, personally or by electronic mail or telephone, without additional compensation.

Record Date

ShareholdersStockholders of record at the close of business on October 25, 2021[●] (the “Record Date”), will be entitled to receive notice of, attend and vote at the meeting.Annual Meeting.

Voting Securities

As of October 25, 2021,[●], 2024, there were 22,090,423[●] shares of Common Stock issued and outstanding, which constitutes all of the outstanding capital stock of the Company entitled to vote. Shareholdersoutstanding. Stockholders are entitled to one vote for each share of Common Stock held by them. In addition, as of [●], there were 100 shares of series E mirroring preferred stock (“Series E Preferred Stock”) issued and outstanding. The Series E Preferred Stock has voting rights on the authorized share increase (Proposal No. 5) equal to six (6) million common votes per share, provided that any votes cast by the Series E Preferred Stock with respect to Proposal No. 5 must be counted by the Company in the same proportion as the shares of common stock voted on this proposal. For example, if 50.5% of the shares of Common Stock voted by proxy or during the Annual Meeting are voted “FOR” Proposal No. 5, then the Company will count 50.5% of the votes cast (or votes) by the holder of the Series E Preferred Stock as votes “FOR” Proposal No. 5. Holders of Common Stock and Series E Preferred Stock will vote on Proposal 5 as a single class.

The

Under our bylaws, the presence in personat the Annual Meeting or by proxy of the holders of a majority in interestthirty-three and 34/100 percent (33.34%) of all stock issued and outstanding and entitled to vote, present during the Annual Meeting or represented by proxy, is necessary to constitute a quorum at this meeting.the Annual Meeting. In the absence of a quorum at the meeting,Annual Meeting, the meetingAnnual Meeting may be postponed or adjourned from time to time without notice, other than announcement at the meeting,except as required by law, until a quorum is formed. The enclosed Proxy reflects the number of shares that you are entitled to vote. For purposes of the quorum and the discussion below regarding the vote necessary to take shareholderstockholder action, shareholdersstockholders of record who are present at the Annual Meeting in person or by proxy and who abstain, including broker non-votes (as described below), and brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting,Annual Meeting, are considered shareholdersstockholders who are present for purposes of determining the presence of a quorum.

Why am I being provided with these proxy materials?

We have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by our Board of proxies for the matters to be voted on at our Annual Meeting and at any adjournment or postponement thereof.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

What if other matters come up at the Annual Meeting?

AtAs of the date of this Proxy Statement, went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the meetingAnnual Meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Voting of Proxies

All valid proxiesProxies received prior to the Annual Meeting will be voted. The Board of Directors recommends that you vote by proxyProxy even if you plan to attend the Annual Meeting. You can vote your shares by proxyProxy via Internet, via telephone, or, if you request a paper copy of the proxy materials and receive a proxy card, by mail. To vote via Internet, go to www.proxyvote.com and follow the instructions. To vote by telephone, follow the instructions provided on the proxy card or voting card, as applicable. To vote by mail, fill out the enclosed Proxy, sign and date it, and return it in the enclosed postage-paid envelope to Broadridge Financial Solutions, Inc. Voting by proxyprior to the Annual Meeting will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote in person.via the virtual meeting platform. However, if your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

Voting Procedures and Vote Required

Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you, and cast your vote as soon as possible.

If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, broker or other nominee, you may vote in one of three ways:

Uninstructed Shares

All proxiesProxies that are executed or are otherwise submitted over the Internet or by telephone will be voted on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders in accordance with the instructions set forth herein.therein. However, if no choice is specified on a proxyProxy as to one or more of the proposals, the proxyProxy will be voted in accordance with the Board of Directors’Board’s recommendations on such proposals as set forth in this proxy statement.Proxy Statement.

Votes Required to Approve a Proposal

TheUnder our bylaws, the holders of a majority in interestthirty-three and 34/100 percent (33.34%) of all stock issued, outstanding and entitled to vote at a meeting, present in personat the Annual Meeting or represented by proxy will constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stockCommon Stock and Series E Preferred Stock represented in personat the Annual Meeting or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meetingAnnual Meeting may be adjourned until a quorum is obtained.

If you are the beneficial owner of shares held in “street name” by a broker, then the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, then the broker will be entitled to vote the shares with respect to “discretionary” items (such as Proposal No. 2) but will not be permitted to vote the shares with respect to “non-discretionary” items (all other proposals in this Proxy Statement, in which case, each share will be treated as a “broker non-vote”).

The following votes are required for approval of the proposals being presented at the Annual Meeting:

Proposal No. 1: Election of Directors. Votes may be cast: “FOR ALL” nominees, “WITHHOLD ALL” nominees“FOR,” “AGAINST” or “FOR ALL EXCEPT” those“ABSTAIN” nominees noted by you on the appropriate portion of your proxyProxy or voting instruction card. At the Annual Meeting, eightfour directors are to be elected, which number shall constitute four of the total five seats of our entire Board, to hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified. Pursuant to our bylaws, as amended, directors are to be elected by a majority of the votes of the shares present in person or represented by proxy at the Meeting and entitled to vote on the election of directors.plurality. This means that the eightfour candidates receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. Proxies cannot be voted for a greater number of persons than the number of nominees named or for persons other than the named nominees. Withholding a vote from a director nomineeAbstentions and votes against will not be voteddeemed a vote with respect to the director nominee indicated and will have no impact on the election of directors although it will be counted for the purposes of determining whether there is a quorum. Broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 2: To ApproveNon-binding advisory vote to approve the Compensationcompensation of the Company’s Named Executive Officers. named executive officers as disclosed in this Proxy Statement.Votes may be cast: “FOR,“FOR,” “AGAINST”“AGAINST” or “ABSTAIN.“ABSTAIN.” The affirmative vote of the holders of shares of common stockCommon Stock representing a majority of the shares of Common Stock cast at the meeting in personAnnual Meeting or by proxy is required for the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement.this Proxy Statement. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 3: To Recommendratify the Frequency of Future Advisory Votes on Compensation. Votes may be cast: “1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN.” The selection of the three options presented receiving the highest number of votes for such option will be the option recommended by stockholders, on a non-binding advisory basis, for the frequency of future advisory votes on the compensation of the Company’s named executive officers. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 4: To Ratify the Selection of FriedmanMarcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022.2024. Votes may be cast: “FOR,“FOR,” “AGAINST” or “AGAINSTABSTAIN.” or “ABSTAIN.” theThe affirmative vote of the holders of shares of common stockCommon Stock representing a majority of the shares of Common Stock cast at the meeting in personAnnual Meeting or by proxy is required for the ratification of the selection of FriedmanMarcum LLP as our independent registered public accounting firm for the current fiscal year. Abstentions will have no effect on the outcome of this proposal. There will be no broker non-votes with respect to this proposal.

Proposal No. 5:4: To approve the potential issuance of an excess of 19.99% of our outstanding Common Stock, uponpar value $0.001 per share (the “Common Stock”), under the conversion of an outstanding convertible noteCompany’s Series D Convertible Preferred Stock, Series D Preferred Stock Warrants and Common Stock Warrants issued on May 22, 2023. . Votes may be cast: “FOR,“FOR,” “AGAINST”“AGAINST” or “ABSTAIN.“ABSTAIN.” The affirmative vote of the holders of shares of common stockCommon Stock representing a majority of the shares of Common Stock cast at the meeting in personAnnual Meeting or by proxy is required for the approval on a non-binding advisory basis, of the compensationpotential issuance of in excess of 19.99% of outstanding Common Stock under the Company’s named executive officers as disclosed in the accompanying proxy statement.Series D Convertible Preferred Stock (the “Series D Preferred Stock”). Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 5: To approve an amendment to the Company’s Articles of Incorporation to increase the authorized shares of Common Stock from 1.25 million to 500 million shares. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of Common Stock representing a majority of the voting power of all issued and outstanding Common Stock is required for the approval of the amendment to the Company’s Articles of Incorporation to increase the authorized shares of Common Stock. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal as they will not be counted toward reaching a majority of the issued and outstanding shares. The Series E Preferred Stock is voted in proportion to the Common Stock vote for this proposal.

Tabulation and Reporting of Voting Results

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. The Company will publish the final voting results in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)SEC within four business days followingfrom the date of the Annual Meeting.

This proxy statement, the accompanying proxy card and our 2020 annual reportAnnual Report to stockholders were first made available to stockholders on or about November 17, 2021.[●], by way of our definitive proxy filing.

A copy of our Annual Report on Form 10-K for the year ended June 30, 20212023, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Esports Entertainment Group, Inc., Block 6, Triq Paceville, St. Julians, Malta, STJ 3109.3109, Attention: Secretary.

Proxy Materials Are Available on the Internet

The Company uses the Internet as the primarya means of furnishing proxy materials to stockholders. We send a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability” toare sending our stockholders with instructions on how to access the proxy materials online at www.proxyvote.com or request a printed copy of materials.materials and how to submit a Proxy electronically using the Internet.

Stockholders may follow the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials online to reduce environmental impact and mailing costs.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent youmade these proxy materials available to you on the Internet because the Board is soliciting your proxyProxy to vote at the Annual Meeting of Shareholders.Meeting. According to our records, you were a shareholderstockholder of the Company as of the end of business on October 25, 2021.[●].

You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meetingAnnual Meeting to vote your shares. Instead, you may simply complete, signvote by the Internet, or, if you request a paper copy of the proxy materials and return the enclosedreceive a proxy card.card, by telephone or mail.

The Company intends to mail thesethe proxy materials on or about November 17, 2021[●], 2024, to all shareholdersstockholders of record on the Record Date entitled to vote at the Annual Meeting.

What is included in these materials?

These materials include this proxy statement for the Annual Meeting and the proxy card.

What is the proxy card?

TheIf you received a printed set of the proxy materials, the proxy card enables you to appoint Grant Johnson, ourJan Jones Blackhurst, Chair of the Board of Directors, Alex Igelman, Chief Executive Officer, or Lydia Roy, Group General Counsel and Compliance, Corporate Secretary, as your representative at the Annual Meeting. By completing and returning a proxy card, you are authorizing Grant JohnsonJan Jones Blackhurst, Alex Igelman, or Lydia Roy to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting.

When and where is the Annual Meeting being held?

The Annual Meeting will be held on December 20, 2021,[●], 2024, commencing at 10:00 a.m., Eastern Time, virtually at 101 Wood Avenue South, 5^th Floor, Woodbridge, NJ 08830.

Can I view thesewww.virtualshareholdermeeting.com/GMBL2023. You or your proxy materials overholder will be able to participate and vote, by visiting the Internet?

Yes. The Notice of Meeting, this Proxy Statementmeeting link above and accompanyingentering the control number on the proxy card or notice of the meeting you received. You are available at www.proxyvote.com.not required to register before the meeting starts. Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the live audio webcast. However, in order to maintain the interactive nature of the meeting, virtual attendees are able to vote and submit questions or comments to the Company’s officers and directors during the meeting via the online meeting website.

Who can vote at the Annual Meeting?

Only shareholdersstockholders of record at the close of business on October 25, 2021[●], will be entitled to vote at the Annual Meeting.

On thisthe Record Date, there were 22,090,423[●] shares of Common Stock outstanding and entitled to vote.vote and there were 100 shares of Series E Preferred Stock outstanding that have voting rights on the authorized share increase proposal (Proposal No. 5).

The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. Check-in will begin one-half hour prior to the meeting.Annual Meeting. Please allow ample time for the check-in procedures.

ShareholderStockholder of Record: Shares Registered in Your Name

If on October 25, 2021[●], your shares were registered directly in your name with Esports Entertainment Group, Inc.’s transfer agent, VStock Transfer, LLC, then you are a shareholderstockholder of record. As a shareholderstockholder of record, you may vote in person atduring the Annual Meeting using the virtual meeting orplatform, vote by proxy.the Internet or, if you request a paper copy of the proxy materials and receive a proxy card, by telephone or mail. Whether or not you plan to attend the meeting,Annual Meeting, we urge you to fill out and return the enclosed proxy.vote.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on October 25, 2021[●], your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, rather than in your name, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the shareholderstockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the shareholderstockholder of record, you may not vote your shares in person at the meetingAnnual Meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

The following matters are scheduled for a vote:

The Board is not currently aware of any other business that will be brought before the Annual Meeting.

How do I vote?

You may vote “For” or “Against” or abstain from voting. The procedures for voting are fairly simple:Please see Voting Procedures on page 2.

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record as of the Record Date, you may vote in person at the Annual Meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail your voting instructions as directed by your broker or bank to ensure that your vote is counted. Alternatively, you may be able to vote by telephone or over the Internet by following instructions provided by your broker or bank. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

How many votes do I have?

On each matter to be voted upon, youowners of Common Stock have one vote for each share of Common Stock you ownas of the Record Date. The Series E Preferred Stock has six (6) million votes for each share of Series E Preferred Stock as of the Record Date.

What is a quorum for purposes of conducting the Annual Meeting?

The presence, in personat the Annual Meeting or by proxy, of the holders of a majority in interestthirty-three and 34/100 percent (33.34%) of all stock issued and outstanding or 11,045,212 shares,and entitled to vote at the meetingAnnual Meeting is necessary to constitute a quorum to transact business. As there were [●] shares of voting power from the issued and outstanding shares of Common Stock and Series E Preferred Stock entitled to vote as of the Record Date, the quorum for the Annual Meeting is [●] shares. If a quorum is not present or represented at the Annual Meeting, the shareholdersstockholders entitled to vote thereat, present in personat the Annual Meeting or by proxy, may adjourn the Annual Meeting from time to time without notice or other announcement, except as required by law, until a quorum is present or represented.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” FOR” the election of the directors (Proposal No. 1), “FOR” FOR” approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal No. 2), to recommend, on a non-binding advisory basis, that the frequency of future advisory votes on the compensation of the Company’s named executive officers will be “THREE YEARS” (Proposal No. 3), “FOR” ratification of the appointmentselection of FreidmanMarcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 20222024 (Proposal No. 4)3), “FOR” the approval of the potential issuance of an excess of 19.99% of our outstanding common stock, par value $0.001 per share (the “Common Stock”), under the Company’s Series D Convertible Preferred Stock, Series D Preferred Stock Warrants and Common Stock uponWarrants issued on May 22, 2023 (Proposal No. 4), “FOR” the conversionapproval of an outstanding convertible noteamendment to the Company’s Articles of Incorporation to increase the authorized shares of Common Stock from 1.25 million to 500 million shares (Proposal No. 5), and “FOR” approval of any adjournment of the Annual Meeting, if necessary or appropriate, to transact such other business as may properly come before the meetingAnnual Meeting and all adjournments and postponements thereof; and if any other matter is properly presented at the meeting,Annual Meeting, your proxy holder (one of the individuals(the individual named on your proxy card) will vote your shares using his best judgment.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares “FORFOR”” the election of the directors (Proposal No. 1), “FOR” FOR” approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal No. 2), to recommend, on a non-binding advisory basis, that the frequency of future advisory votes on the compensation of the Company’s named executive officers will be “THREE YEARS” (Proposal No. 3), “FOR” ratification of the appointmentselection of FriedmanMarcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 20222023 (Proposal No. 4)3), “FOR” the approval of the potential issuance of an excess of 19.99% of our outstanding common stock, par value $0.001 per share (the “Common Stock”), under the Company’s Series D Convertible Preferred Stock, Series D Preferred Stock Warrants and Common Stock uponWarrants issued on May 22, 2023 (Proposal No. 4), “FOR” the conversionapproval of an outstanding convertible noteamendment to the Company’s Articles of Incorporation to increase the authorized shares of Common Stock from 1.25 million to 500 million shares (Proposal No. 5), and “FOR” approval of any adjournment of the Annual Meeting, if necessary or appropriate, to transact such other business as may properly come before the meetingAnnual Meeting and all adjournments and postponements thereof. Unless you provide other instructionsIf no choice is specified on your proxy card,Proxy as to one or more of the persons named as proxy holders onproposals, the proxy cardProxy will votebe voted in accordance with the Board’s recommendations of the Boardon such proposals as set forth in this Proxy Statement.

Who is paying for this proxy solicitation?

We will bear the cost of mailing and solicitation of proxies. Proxies may be solicited by mail or personally by our directors, officers or employees, none of whom will receive additional compensation for such solicitation. Those holding shares as of record for the benefit of others, or nominee holders, are being asked to distribute proxy soliciting materials to, and request voting instructions from, the beneficial owners of such shares. We will reimburse nominee holders for their reasonable out-of-pocket expenses.

What does it mean if I receive more than one setProxy Statement and annual report or Notice of proxy materials?Internet Availability, as applicable?

If you receive more than one set of proxy materials,Proxy Statement and annual report, your shares may be registered in more than one name or in different accounts. Please complete, signsubmit a vote for each Proxy Statement and return each proxy cardannual report received to ensure that all of your shares are voted.

I share the same address with another Esports Entertainment Group, Inc. shareholder.stockholder. Why has our household only received one setProxy Statement and annual report or Notice of proxy materials?Internet Availability, as applicable?

The SEC’s rules permit us to deliver a single setProxy Statement and annual report or Notice of proxy materialsInternet Availability, as applicable, to one address shared by two or more of our shareholders.stockholders. This practice, known as “householding,” is intended to reduce the Company’s printing and postage costs. We and some brokers have delivered only one setProxy Statement and annual report or Notice of proxy materialsAvailability, as applicable, to shareholdersstockholders who hold their shares through a bank, broker or other holder of record and share a single address, unless we or the applicable broker received contrary instructions from any shareholderstockholder at that address. However, any such street name holderstockholder residing at the same address who wishes to receive a separate copy of the proxy materialsProxy Statement and annual report or Notice of Availability, as applicable, may make such a request by contactingnotifying the bank, broker or other holder of record, or Broadridge Financial Solutions, Inc. at 866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Street name holders residing11717 if the shares are held in a brokerage account or us if the shares are registered shares. Stockholders can notify us by sending a written request addressed to Attn: Secretary, Esports Entertainment Group, Inc., Block 6, Triq Paceville, St. Julians, Malta, STJ 3109 or by calling us at the same address who would like to request householding of Company materials may do so by contacting the bank, broker or other holder of record or Broadridge at the phone number or address listed above.+356 2713 1276.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the meeting.Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How are votes counted?

Votes will be counted by the inspector of elections appointed for the meeting,Annual Meeting, who will separately count “ForFOR,” “AbstainAGAINST” and “AgainstABSTAIN” votes, and broker non-votes. Abstentions will not be counted as votes for any matter.

Is my vote kept confidential?

Proxy instructions, ballots and voting tabulations that identify individual shareholdersstockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

Occasionally, shareholdersstockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be disclosed in a Current Report on Form 8-K filed after the Annual Meeting.

CORPORATE GOVERNANCE

Board of Directors

Set forth below are the names of and certain biographical information about each member of our Board as of Directors.December 31, 2023. The information presented includes each director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she has served as a director during the past five years.

The Board, of Directors, upon the recommendation of our Compensation, Nominating and Corporate Governance Committee (the “CNCG Committee”), has nominated: Grant Johnson, Daniel Marks,Jan Jones Blackhurst, Damian Mathews, Chul Woong Lim, Alan Alden, Warwick Bartlett, Mark Nielsen and Stuart TillyRobert Soper for election as directors, each to hold office until their successors are elected and qualified or until their earlier resignation or removal. Chul Woong Lim was not nominated by the CNCG Committee and therefore is not included within certain sections below. No nominee recommendations were received by the CNCG Committee from any stockholder or group of stockholders who beneficially own more than five percent of our Common Stock.

There are currently five authorized board seats and the Board has only nominated four individuals to fill the five board seats at this meeting.

The following noteworthy experience, qualifications, attributes and skills for each Board member, led to our conclusion that the person should serve as a director in light of our business and structure:

The following noteworthy experience, qualifications, attributes and skills for each Board member, together with the biographical information for each person described below, led to our conclusion that the person should serve as a director in light of our business and structure:

Grant JohnsonJan Jones Blackhurst

Mr. JohnsonMs. Jones Blackhurst has been the Chief Executive Officerserved as a director of the Company since 2013. From 2007 to 2013, Mr. Johnson advised several development stage companiesMay 2022 and as Chair of the Board of Directors since December 3, 2022. Ms. Jones Blackhurst has served as a sales managementdirector of Caesars Entertainment, Inc. (Nasdaq: CZR) since October 2019. Ms. Jones Blackhurst served as Executive Vice President, Public Policy and business development consultant. From 2003 to 2007, Mr. Johnson was co-founder, President, Chief Operating Officer and a DirectorCorporate Responsibility of Swiss Medica Inc., a US publicly listed company which manufactured and sold nutraceutical products online. From 2000 to 2003, Mr. Johnson was founder, President, ChiefCaesars from May 2017 through September 2019. Ms. Jones Blackhurst also served as Executive Officer and a Director of Healthnet International Inc., a US publicly listed company which sold nutraceutical products online. From early 1996 to 1999, Mr. Johnson was Vice President of Starnet Communications International, Inc. and Softec Systems Inc., a market leaderGovernment Relations of Caesars from November 2011 until May 2017 and as Senior Vice President of Communications and Government Relations of Caesars from November 1999 to November 2011. Ms. Jones Blackhurst has over 20 years of experience in the B2B sectorgaming industry and has played a key role in innovating responsible gaming programs that are now used throughout the industry. Ms. Jones Blackhurst serves as the Chairwoman of the online gambling industry. Mr. Johnson obtained his BachelorPublic Education Foundation and as Chief Executive-In-Residence of Arts degreethe UNLV International Gaming Institute. Ms. Jones Blackhurst became Executive Director, UNLV Black Fire Leadership Initiative in economicsJanuary 2022. Since February 2022, Ms. Jones Blackhurst has served as a director of Gaming & Hospitality Acquisition Corp. Prior to joining Caesars, Ms. Jones Blackhurst served two terms as Mayor of Las Vegas, from 1991 until 1999. Ms. Blackhurst was selected to serve as a director because of her extensive experience in the gaming industry and history from the University of Western Ontario in Canada.proven leadership abilities.

Daniel Marks

Mr. Marks combines over twenty (20) years of experience of senior management in online gambling and corporate banking. From 2016 through the present, Mr. Marks has served as Chief Financial Officer of Argyll Entertainment AG, an online gambling operator licensed in the UK and Ireland. From 2014 to 2016, he was Chief Financial Officer for Large and Mid-Market Corporates for HSBC, North America, a British multinational banking and financial services organization. From 2008 through 2014, Mr. Marks held multiple financial and operational leadership roles, including Chief Operating Officer for UK Coverage at Barclays plc, a British multinational investment bank and financial services company. He has an undergraduate degree from the University of Bristol, UK, and is a CIMA qualified accountant.

Damian Mathews

Mr. Mathews is the Company’s Chief Operating Offer, reappointed effective May 29, 2023. Mr. Mathews joined as a Director in June 2020 and was the chair of the Audit Committee until he took on other roles at the Company in 2022. Mr. Mathews previously served as our Chief Financial Officer of the Company since April 2022 and added the role of Chief Operating Officer in June 2022 until his resignation from those positions on December 31, 2022. Mr. Mathews combines over 25 years of experience in senior finance positions within investment management, banking and accounting. Previously, he had been involved withMr. Mathews served as Group Chief Operating Officer at Auckland Real Estate Co. from 2021 to 2022 and as Chief Financial Officer at the Qatar and Abu Dhabi Investment Company (a sovereign wealth fund owned investment company) as Chief Financial Officer from 2014 to 2020. From 2012 to 2014 he was a Director of his own consultancy business, NZ Pacific Investments, in New Zealand. From 2009 to 2012 he held senior management positions including General Manager Finance (New Zealand); Head of Finance and Operations Americas (United States); and Head of Change Management (Australia) at Commonwealth Bank of Australia Group. From 2007 to 2008, DamianMr. Mathews was a Director in Product Control at ABN Amro bankBank in London. From 2002 to 2006 he held various senior financial controller positions at Royal Bank of Scotland Group in London. From 1998 to 2002 he was an Assistant Vice President at Credit Suisse First Boston investment bank in London and the Bahamas. From 1994 to 1998, he was an Assistant Manager at KPMG accountants in London. He has a joint honors undergraduate degree in Economics and Politics from the University of Bristol in the United Kingdom and is a fellow of the Institute of Chartered Accountants in England and Wales. Mr. Matthews was selected to serve as a director due to his extensive financial experience and valuable operational and strategic insights to the Board’s decision-making process from his term as Chief Financial Officer of the Company.

Chul Woong Lim

Since June 2018 Mr. Lim has been Director of Global Business for Loud Communications based in Seoul, South Korea. Between 2014 and 2018 Mr. Lim was the Secretary General of the International e-Sports Federation (IeSF) based in Seoul, South Korea where he was responsible for relations with 47 national federations, international sports authorities, and global partners, in addition to organizing and operating the eSports World Championship and other international esports tournaments. During 2010, Mr. Lim was Deputy Manager of Sports Marketing with FIRSONS Inc., a Seoul, South Korea based sports events marketing firm. Mr. Lim was one of our Directors between January 30, 2015 and October 26, 2016. Mr. Lim received a B.S. in Physical Education from Seoul National University.

Alan Alden

Mr. Alden has served as a director of the Company since October 2020. Mr. Alden has been a specialist in advising remote gaming companies located in Malta since 2000, when he advised the first remote gaming companies as the Senior Manager of Enterprise Risk Services at Deloitte & Touche (Malta). In 2006, Mr. Alden established Kyte Consultants Ltd, a company that specialized in the remote gaming and payment card sectors, to assist companies located in Malta. In 2009, Mr. Alden became a founding director in Contact Advisory Services Ltd, a licensed Company Service Provider (CSP) that offers a complete service to its customers, from company incorporation, to licensing for gaming and financial institutions. Since 2010, Mr. Alden has served as the General Secretary of the Malta Remote Gaming Council. Mr. Alden is a Certified Information Systems Security Professional (“CISSP”) and a Certified Information Systems Auditor (“CISA”).Auditor. Mr. Alden was also the founding President of the ISACA Malta Chapter between 2005 and 2008. In 2015, Mr. Alden became a Part Time Lecturer on IT Auditing at the University of Malta. Mr. Alden was selected to serve as a director because of his extensive experience in the gaming industry.

Warwick BartlettRobert Soper

Mr. Bartlett combines over fifty (50) years of experience in the gaming industry. From 1999 through the present,Soper has served as a director since June 2023. Mr. BartlettSoper has served as Chief Executive Officer and Founder of Global BettingSun Gaming & Hospitality LLC since April 2017. Mr. Soper also served as International President for Mohegan Gaming Consultants Ltd, a company that provides data& Entertainment from March 2021 to June 2022. Prior to this, Mr. Soper spent over 20 years serving in various executive roles, including as President and market reportsChief Executive Officer of various Mohegan Sun entities. Mr. Soper previously served as President and Chief Executive Officer of Mohegan Sun Pocono in Wilkes-Barre, PA, and President and Chief Executive Officer of Mohegan Sun in Uncasville, Connecticut. As President and Chief Executive Officer of these properties, Mr. Soper was responsible for overseeing the successful launch of the first casino in the Commonwealth of Pennsylvania as well as the launch of online gaming for the global gambling industry. From 1989 to 2019,organization. In addition, Mr. BartlettSoper served as President and Chief Executive Officer of the Mohegan parent company, Mohegan Tribal Gaming Authority (MTGA) where he oversaw all business development efforts and day-to-day operations of MTGA. Mr. Soper graduated magna cum laude with a Bachelor of Business Administration in Economics from the University of Georgia, and graduated with a Juris Doctor from the University of Georgia Law with honors, also serving on the Editorial Board of the Georgia Law Review. Mr. Soper currently serves on the board of directors of Cashline Pawnbrokers Ltd. From 2002Playgon Games, a Toronto-based public company. Mr. Soper was selected to 2013, Mr. Bartlett servedserve as Non-Executive Chairman of the Association of British Bookmakers a trade organization for betting shop operators in the United Kingdom which represents its members and their interests through legislative advocacy and media relations. From 2004director due to 2010, Mr. Bartlett served as Member of the Horserace Betting Levy Board a UK statutory body that was established by the Betting Levy Act 1961. From 1992 to 2000, Mr. Bartlett served as Chairman of the British Betting Office Association.

Mark Nielsen

Mr. Neilsen co-founded ggCircuit, LLC in 2017, a cloud based esports software solution for LAN centers around the world. At ggCircuit Mark was the Chief Marketing Officer and then Chief Operating Officer before it was purchased by Esports Entertainment Group, Inc. Mr. Neilsen founded and now serves as the Chief Evangelist for Nieley, LLC, a B2B sales, marketing and operations support agency for the games industry. Mr. Nielsen is also the founder and President of iGames, Inc., which builds and manages gaming based communities. One of iGames first projects was supporting over 1000 LAN centers and executing over 200 tournaments including the official Halo National Championships. Mr. Neilsen has lead iGames to power some of the largest gaming communities for clients such as Alienware Arena and the Intel Gaming Access Program, reaching more than 100 million monthly participants. Prior to iGames, Mark served in similar evangelical roles at Intel, Silicon Graphics, Inc, 3D graphics pioneer Rendition and GIobal VR. He holds a BA in Business Administration-Finance from California Polytechnic State University (Cal Poly) at San Luis Obispo, where he was also a 4-time All-American tennis player voted “Best All-Around Athlete” of the school and a winner of National Tennis Magazine’s prestigious Arthur Ashe Leadership Award.

Stuart Tilly

Mr. Tilly combines over 15 years ofhis extensive 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.

We believe ourthe following directors nominated for re-election at the Annual Meeting are qualified to serve for the following reasons:

Family Relationships

There are no family relationships between any of our directors or executive officers.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). To the Company’s knowledge, based solely on a review of reports furnished to it, for the year ended June 30, 2021,2023, all of the Company’s officers, directors and ten percent holders have made the required filings other than Mr. Lefèvre’s Form 3 upon his becoming an executive officer.  filings.

Board Composition and Director Independence

Our Common Stock and warrants are listed on The NASDAQNasdaq Capital Market. Under the rules of NASDAQ,Nasdaq, “independent” directors must make up a majority of a listed company’s boardBoard of directors.Directors. In addition, applicable NASDAQNasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable NASDAQNasdaq rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

OurCurrently, there are five individuals who make up our five-member Board of Directors. We have chosen to nominate only four members at the annual meeting so that a thorough search can be made and candidates can be evaluated for the board seat to be vacated by Chul Woong Lim, as of directors consiststhe date of 7 members.the Company’s Annual Meeting. The directors elected at this meeting will serve until our next annual meeting andor until their successors are duly elected and qualified.

The Company defines “independent” as that term is defined in Rule 5605(a)(2) of the Nasdaq Stock Market rules.

In making the determination of whether a member of the board is independent, our board considers, among other things, transactions and relationships between each director and his immediate family and the Company, including those reported under the caption “Related Party Transactions.” The purpose of this review is to determine whether any such relationships or transactions are material and, therefore, inconsistent with a determination that the directors are independent. On the basis of such review and its understanding of such relationships and transactions, our board affirmatively determined that Damian Mathews,Alan Alden, Jan Jones Blackhurst, Robert Soper and Chul Woong Lim Alan Alden , Mark Nielsen and Warwick Bartlett are qualified as independent and do not have any material relationships with us that might interfere with histhe exercise of independent judgment.

Board Committees

Our boardBoard of directorsDirectors has established an audit committee, a compensation committeeAudit Committee and a nominatingCompensation, Nominating and corporate governance committee.Corporate Governance Committee (the “CNCG Committee”). Each committee has its own charter, which is available on our website at www.esportsentertainmentgroup.com.https://esportsentertainmentgroup.com/governance-documents/. Each of the board committees has the composition and responsibilities described below.

Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Warwick Bartlett, Damian Mathews,Alan Alden, Jan Jones Blackhurst, Robert Soper, and Chul Woong Lim and Alan Alden are independent directors as that term is defined in Section 5605(a)(2) of the Nasdaq Stock Market rules  .rules.

The members of each committee are, as follows:

Audit Committee: Damien Matthews, AlanMr. Alden, Ms. Jones Blackhurst and Warwick Bartlett with Mr. Matthews servingLim. Mr. Alden serves as the Chairman. Chair.

Our Board has determined that the Mr. Matthews isCompany does not currently qualified ashave an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K. The Company continues to search for a candidate with the qualifications as defined in Item 407(d)(5) of Regulation S-K. At least one member of the Audit Committee has experience as a senior officer with financial oversight responsibilities.

CompensationCNCG Committee: Alan Alden, Chul Woong Lim, and Warwick Bartlett.Ms. Jones Blackhurst, Mr. Alden and Mr. Lim. Ms. Jones Blackhurst serves as Compensation Committee Chairman.

Nominating and Governance Committee: Warwick Bartlett, Alan Alden and Damian Matthews. Mr. Bartlett serves as Chairman of the Nominating and Governance Committee.Chair.

Audit Committee

The Audit Committee oversees ourthe Company’s accounting and financial reporting processes and overseeoversees the audit of ourthe Company’s consolidated financial statements and the effectiveness of our internal control over financial reporting. The specific functions of this Committee include, but are not limited to:

Compensation, Nominating and Corporate Governance Committee

OurDuring the year ended June 30, 2023, the Board merged the Compensation Committee assistsand the board of directors inNominating and Corporate Governance Committee into the discharge of its responsibilities relatingCompensation, Nominating and Corporate Governance Committee (the “CNCG Committee”) to streamline the compensationoperations of the board of directors and our executive officers.Board.

The Committee’s compensation-relatedCNCG Committee is responsible for setting compensation levels for the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and all other Named Executive Officers (“NEOs”) of the Company and members of the Company’s Board of Directors, establishes compensation, incentive and benefit plans for such individuals and approves payments under the Company’s incentive plans. In addition, the Committee is responsible for developing and implementing policies and procedures that relate to the Board’s responsibilities include, but are not limited to:for general corporate governance including Board organization, membership and evaluation to meet its fiduciary obligations to Esports Entertainment Group, Inc. and its stockholders.

The Committee will have the following duties and responsibilities:

Compensation Levels for Named Executive Officers and Directors

Compensation Plans

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to recommend to the board nominees for election as directors and persons to be elected to fill any vacancies on the board, develop and recommend a set of corporate governance principles and oversee the performance of the board.

The Committee’s responsibilities include:Resource Planning

Nomination of Directors

Corporate Governance

The Nominating and Corporate Governance Committee may delegate any of its responsibilities to subcommittees as it deems appropriate. The Nominating and Corporate Governance Committee is authorized to retain independent legal and other advisors, and conduct or authorize investigations into any matter within the scope of its duties.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code is available on our corporate website at www.esportsentertainmentgroup.comwww. http://esportsentertainmentgroup.com/governance-documents. We expect that any amendments to such code, or any waivers of its requirements, will be disclosed on our website.

Board Diversity

We seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our Board of Directors. We believe directors should have various qualifications, including individual character and integrity; business experience; leadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our company. We also believe the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The assessment of prospective directors is made in the context of the perceived needs of our Board of Directors from time to time.

All of our directors have held high-level positions in business or professional service firms and have experience in dealing with complex issues. We believe that all our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the description of each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary to conclude that each individual should continue to serve as a director of our company.

Board and Committee Meetings

Our Board of Directors held 10twenty formal board meetings, six formal Audit Committee meetings, one formal CNCG Committee meeting and three formal Compensation Committee meetings during year ended June 30, 2023. Our Board of Directors held eleven formal board meetings and 4four formal Audit Committee meetings during year ended June 30, 2021.  2022.

Disclosure of Commission Position on Indemnification of Securities Act LiabilitiesBoard Leadership Structure and Board’s Role in Risk Oversight

Our directors and officers are indemnified as provided by the Nevada corporate law and our bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuantBoard has no policy with respect to the provisions described above, or otherwise, we have been advised that in the opinionseparation of the SEC such indemnificationoffices of Chief Executive Officer and Chair of the Board (“Chair”). It is against publicthe Board’s view that rather than having a rigid policy, as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connectionit, with the securities being registered, weadvice and assistance of the CNCG Committee, and upon consideration of all relevant factors and circumstances, will unless indetermine, as and when appropriate, whether the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and willtwo offices should be governed by the final adjudication of such issue.separate.

InvolvementThe Company currently does not have a named Lead Independent Director; however, Ms. Jones Blackhurst, since her appointment to the Board on May 3, 2022, has served in Certain Legal Proceedingsa capacity similar to that of a Lead Independent Director, although has not formally been designated as such. On December 3, 2022, Ms. Jones Blackhurst was appointed as Chair of the Board of Directors and in this capacity performs the following activities in providing oversight at the

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:board-level:

Our Board plays an active role in the oversight of risks impacting our Company, and the management team is charged with managing such risks. Our Board works closely with management to ensure that integrity, security and accountability are integrated into our operations. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Audit Committee oversees the management of financial accounting and regulatory risks and is tasked with focusing on, and analyzing, risks related to cybersecurity and, for that purpose, receiving reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by the Company to prevent information security incidents, detect unusual activity, and to be prepared to respond appropriately should an incident occur. The Nominating and Corporate Governance Committee is responsible for overseeing the risks associated with the independence of the Board and other corporate governance matters. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board is regularly informed regarding such risks through committee reports and otherwise.

Communications with the Board

The Board believes it is important for stockholders and others to have a process to send communications to the Board. Stockholders who wish to communicate with directors should do so by writing to Attn: Secretary, Esports Entertainment Group, Inc., Block 6, Triq Paceville, St. Julians, Malta, STJ 3109. The Secretary of the Company reviews all such correspondence and forwards to the Board a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or Board committees or that she otherwise determines requires their attention. Concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the Company’s Audit Committee.

Hedging and Pledging

We prohibit our officers and directors from hedging and pledging of our securities of the Company. Officers and Directors are prohibited from (i) engaging in any hedging transactions (including short-selling, options, puts, and calls, as well as derivatives such as swaps, forwards, and futures transactions) with respect to securities of the Company, and (ii) making or maintaining any pledges of securities of the Company or otherwise holding securities of the Company in a margin account.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

EXECUTIVE COMPENSATION

Summary Compensation Table

For the year ended June 30, 2023, our named executive officers (“Named Executive Officers” or “NEOs”) were:

The following table summarizes information concerning the compensation awarded to, earned by, or paid to, our Chief Executive Officer (Principal Executive Officer or PEO) and our two most highly compensated executive officers other than the Principal Executive Officer during fiscal years 20212023 and 2020 (collectively, the “Named Executive Officers”)2022 who served in such capacities. We have included the former Chief Executive Officer and the former Chief Information Officer and Chief Technology Officer, who resigned from their positions during the year. We also included Damian Mathews, who resigned from his position as Chief Financial Officer and Chief Operating Officer on December 31, 2022 and later rejoined the Company as the Chief Operating Officer on May 29, 2023.

Employment Agreements

Grant JohnsonAlex Igelman

On June 1, 2017, weDecember 23, 2022, Esports Entertainment Group, Inc. (the “Company”) announced the appointment of Alex Igelman as Chief Executive Officer, effective January 3, 2023. Mr. Igelman joins the Company with more than 30 years of experience in the gaming industry. He is a gaming lawyer and the co-founder of FairP2P and Esports Capital Corp., entities which have been leaders in their respective sectors. During his career, Mr. Igelman worked across the gambling and gaming industry in a variety of senior leadership positions.

In connection with Mr. Igelman’s appointment as Chief Executive Officer, Mr. Igelman and the Company entered into an Employment Agreement with Grant Johnson to serve as our Chief Executive, President, Financial and Accounting Officer. Theemployment agreement (the “Agreement”) on December 22, 2022, which provides for an annual salary of $150,000. On September 29, 2020, we entered into an Amended and Restated Employment Agreement with Grant Johnson to serve as our Chief Executive Officer (the “Johnson Employment Agreement”). We will continue to employ Mr. Johnson for the period beginning retroactively on May 1, 2020 (the “Commencement Date”) and ending on January 31, 2025, (the “Initial Term”). The Initial Term shall be automatically renewed for successive consecutive one (1) year periods (each, a “Renewal Term” and the Initial Term and Renewal Term are collectively referred to as the “term of employment”) thereafter unless either party sends written notice to the other party, not more than 270 days and not less than 180 days before the end of the then-existing term of employment, of such party’s desire to terminate the Johnson Employment Agreement at the end of the then-existing term, in which case the Johnson Employment Agreement will terminate at the end of the then-existing term.

The Johnson Employment Agreement provides for an annualbase salary of $300,000 (the “Base Salary”)and the grant of common stock and stock options. These stock awards are being granted as inducement equity awards outside the Company’s Esports Entertainment Group, Inc. 2020 Equity Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4). In additionPursuant to the Base Salary, Mr. Johnson may receive a cash bonus up to 150%terms of the Base Salary determined byAgreement, subject to the relationship between our annual performancecommencement of his employment, the Company will grant Mr. Igelman an award of 25,000 shares of common stock and an annual target performance set each year by mutualaward of 25,000 time-based stock options. Mr. Igelman’s shares of common stock may not be sold or transferred until the six-month anniversary of the date of grant. Mr. Igelman’s stock options will vest in equal quarterly installments over a one-year period subject to his continued employment with the Company on the applicable vesting dates. The stock awards are subject to the terms of an award agreement betweenoutlining the Boardspecific terms of Directors.

the stock awards. Mr. Johnson participatesIgelman may also participate in the executive stock option plan consistent with other C-level officers. In addition, the Mr. Johnson shall receive 100,000 sharesIgelman is eligible to earn an annual bonus of our common stock for each stock or asset acquisition consummated during the term50% of his employment that increases the gross revenuesbase salary, subject to satisfaction of the Companygoals and objectives to be set each year by $10,000,000 or more, as determined by the auditors and the Board of Directors. He will also be issued 200,000 of our common stock if we reach positive cash flow EBIDTA, as determined our auditors and the Board of Directors. Mr. Johnson will further receive a common stock issuance of 200,000 shares if our market capitalization exceeds $500,000,000 for a period of 30 consecutive trading days. In addition, the Mr. Johnson will receive a 200,000 common stock issuance if our market capitalization exceeds $1,000,000,000 for a period of 30 consecutive trading days. Further, Mr. Johnson will receive an issuance of 200,000 shares of common stock if our market capitalization exceeds $1,500,000,000 for a period of 30 consecutive trading days. Mr. Johnson will also be entitled receive an additional 100,000 shares of common stock for each additional $100,000,000 increase in market capitalization thereafter, provided that such increase is sustained for a period of 30 consecutive trading days.Directors (the “Board”).

Mr. JohnsonThe Agreement is entitled to receive various employee benefits generally made available to other C-level officersat-will and senior managers of the Company. Ifeither the Company wereor Mr. Igelman may terminate the employment at any time for any reason or no reason with 90 days advanced written notice. Upon termination of Mr. Igelman’s employment because of disability, the Company shall pay or provide Mr. Igelman, subject to terminate Mr. Johnson’s employment without cause, Mr. Johnson would be entitled to receive all compensation earned butcontinued compliance with applicable restrictive covenants, (i) any unpaid base fee and any accrued vacation through the date of termination; (ii) any unpaid annual bonus accrued with respect to the fiscal year ending on or preceding the date of termination; (iii) reimbursement for any unreimbursed expenses properly incurred through the date of termination; and (iv) any accrued benefits. Upon the termination andof Mr. Igelman’s employment because of death, Mr. Igelman’s estate shall be entitled to any accrued benefits. Upon the termination of Mr. Igelman’s employment by the Company for cause or by either party in connection with a severance payment equalfailure to two (2) years’ worth of his then-existing Base Salary and previous years’ bonus.renew the employment agreement, subject to continued compliance with applicable restrictive covenants, the Company shall pay Mr. Igelman any accrued benefits.

John BrackensDamian Mathews

On May 9, 2019,29, 2023, the Company entered into an employmentagreement with agreement with Mr. John BrackensMathews to serve as the Company’s Chief Information with aOperating Officer. Mr. Mathews salary of $120,000 per annum. On September 20, 2019, the Company entered in a new employment agreement with Mr. Brackens to update Mr. Brackens position with the Company as its Chief Technology Officer. Under this amended agreement, Mr. Brackens was to receive an initial base salary of $120,000is approximately $280,000 per annum with his salary increased to $144,000 per annum upon the Company’s completion of financingpaid in excess of $5,000,000. On May 1, 2020, the Company further amended the employment agreement with Mr. Brackens to update Mr. Bracken’s salary to $144,000 per annum. On February 22, 2021 the employment agreement with Mr. Brackens was amended further to increase Mr. Bracken’s salary effective from March 1, 2021 to approximately $200,000 payablemonthly payments in U.S. dollars and Euro.

NZD. The employment agreement with Mr. BrackensMathews is for one year and is automatically extended for an additional one year term unless the Company or Mr. BrackensMathews provides written notice within 60 days notice prior to the end of the current employment term. Mr. BrackensMathews is eligible to earn an annual employee stock option bonus in such amount, if any, as determined in the sole discretion of the Board. Mr. Mathews participates in the executive stock option plan consistent with other C-level officers. The employment agreement with Mr. BrackensMathews may be terminated with or without cause. Upon termination Mr. Brackens’Mathews’ employment because of disability, the Company shall pay or provide Mr. BrackensMathews (i) any unpaid base fee and any accrued vacation through the date of termination; (ii) any unpaid annual bonus accrued with respect to the fiscal year ending on or preceding the date of termination; (iii) reimbursement for any unreimbursed expenses properly incurred through the date of termination; and (iv) any Accrued Benefits. Upon the termination of Mr. Brackens’Mathews’ employment because of death, Mr. Brackens’Mathews’ estate shall be entitled to any Accrued Benefits. Upon the termination of Mr. Brackens’Mathews’ employment by the Company for cause or by either party in connection with a failure to renew the employment agreement, the Company shall pay Mr. BrackensMathews any Accrued Benefits.

Daniel MarksLydia Roy

On June 11, 2020, Mr. Marks entered into an engagementFebruary 7, 2022, the Company appointed Ms. Roy Group General Counsel, Compliance and Corporate Secretary. In connection with the appointment, Ms. Roy received a base salary of $250,000. The employment agreement with the Company. The Engagement AgreementMs. Roy is for a term of one year (the “Initial Term”) and shall beis automatically extended for an additional terms of successive one-year periods (the “Additional Term”)term unless the Company or Mr. Marks gives at least 30Ms. Roy provides written notice within 60 days written notice prior to the expirationend of the Initial Term or each Additional Term. Mr. Marks is to receive a base salary of $18,000 per month. Mr. Markscurrent employment term. Ms. Roy is eligible to earn an annual employee stock option bonus in such amount, if any, as determined in the sole discretion of the Board. Ms. Roy is also eligible to participate in the executive stock option plan consistent with other executive officers. The Engagement Agreementemployment agreement with Ms. Roy may be terminated with or without cause. The Company can terminate Mr. Marks without cause at any time during the first ninety (90) days of the Initial Term of the Engagement Agreement. Upon termination of Mr. MarksMs. Roy’s employment because of disability, the Company shall pay or provide to Mr. Marks (1)Ms. Roy (i) any unpaid salarybase fee and any accrued vacation through the date of termination; (2)(ii) any unpaid annual bonus accrued with respect to the fiscal year ending on or preceding the date of termination; (3)(iii) reimbursement for any unreimbursed expenses properly incurred through the date of termination; and (4) all other payments or benefits to which he may(iv) any Accrued Benefits. Upon the termination of Ms. Roy’s employment because of death, Ms. Roy’s estate shall be entitled underto any Accrued Benefits. Upon the termstermination of any applicable employee benefit plan, program or arrangement.

As a full-time employee ofMs. Roy’s employment by the Company Mr. Marks will be eligiblefor cause or by either party in connection with a failure to participate in all ofrenew the Company’s benefit programs.employment agreement, the Company shall pay Ms. Roy any Accrued Benefits.

Stuart TillyMichael Villani

On June 11, 2020,Effective August 29, 2023, Esports Entertainment Group, Inc. (the “Company”) announced the appointment of Michael Villani, 47, as the permanent Chief Financial Officer, from his previous role as Interim Chief Financial Officer and Financial Controller. Mr. TillyVillani serves as the Company’s Principal Financial Officer. In connection with Mr. Villani’s appointment as the Chief Financial Officer, Mr. Villani and the Company entered into an engagementemployment agreement with(the “Agreement”) on August 29, 2023, which provides for a base salary of $250,000. Mr. Villani may also participate in the Company to serve at the Chief Legal Counsel. The Company also entered into a consulting agreement with Mr. Tilly through the legal consulting firm Rivington Law, whereby Mr. Tilly provides additional legal and other professional services to the Company. Mr. Tilly receives $500 per month in his role as Chief Legal Counsel and £18,000 ($24,842 translated using the exchange rate in effect at June 30, 2021) pursuant to the consulting agreement.

In his role as Chief Legal Counsel, Mr. Tilly is entitled to 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. Either partyMr. Villani is eligible to earn an annual discretionary bonus, subject to satisfaction of goals and objectives to be set each year by the Board.

The Agreement is at-will and either the Company or Mr. Villani may terminate the engagement agreement upon 60employment at any time, with or without Cause (as defined in the Agreement), or for any or no Cause, with 90 days written notice.

The Company or Mr. Tilly may terminate the consulting agreement upon six monthsadvance written notice . Underrequired to be provided by Mr. Villani to the consulting agreement,Company. Upon termination of Mr. Villani’s employment, other than for Cause, the Company may, at is sole discretion, terminateshall pay or provide Mr. Villani, subject to continued compliance with applicable restrictive covenants, three months’ salary continuation to be paid in accordance with the agreement immediately by paying all amounts that otherwise would have been due owing during the notice period for termination. 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.Company’s payroll practices.

Outstanding Equity Awards at June 30, 20212023

The following table summarizes the outstanding equity award holdings held by our named executive officers and directors atas of June 30, 2021.2023. The shares issuable upon exercise of options as well as the option exercise price have been adjusted for the one-hundred-to-one reverse split completed by the Company on February 22, 2023.

Stock Incentive Plans

On September 10, 2020, the Company’s board of directorsBoard adopted the 2020 Equity and Incentive Plan (the “2020 Plan”) that provides for the issuance of incentive and non-qualified stock options, restricted stock, restricted stock units and stock appreciation rights to officers, employees, directors, consultants, and other key persons. Under the 2020 Plan, the maximum number of shares of common stockCommon Stock authorized for issuance was 1,500,00038 shares. Each year on January 1, for a period of up to nine years, the maximum number of shares authorized for issuance under the 2020 Plan is automatically increased by 233,9686 shares. At June 30, 2021,2023, there was a maximum of 1,733,96856 shares of common stockCommon Stock authorized for issuance under the 2020 Plan. There were no additional equity awards eligible for issuance from the 2017 Stock Incentive Plan that had been adopted by the Company on August 1, 2017. The outstanding stock options granted under the 2017 Stock Incentive Plan were transferred to the 2020 Plan. As of June 30, 2021,2023, there were 1,281,95941 shares of common stockCommon Stock available for future issuance under the 2020 Plan. On January 3, 2023, the Company issued an award of 63 time-based stock options to the Chief Executive Officer with an exercise price of $2,944 per option outside of the 2020 Plan. The Chief Executive Officer’s stock options will vest in equal quarterly installments over a one-year period subject to his continued employment with the Company on the applicable vesting dates.

Incentive Stock Options

All of our employees are eligible to be granted Incentive Stock Options pursuant to the 2020 Plan as may be determined by our Board of Directors which administers the Plan.

Options granted pursuant to the 2020 Plan terminate at such time as may be specified when the option is granted.

The total fair market value of the shares of common stockCommon Stock (determined at the time of the grant of the option) for which any employee may be granted options which are first exercisable in any calendar year may not exceed $100,000.

In the discretion of the Board, of Directors, options granted pursuant to the 2020 Plan may include instalmentinstallment exercise terms for any option such that the option becomes fully exercisable in a series of cumulating portions. The Board of Directors may also accelerate the date upon which any option (or any part of any option) is first exercisable. However, no option, or any portion thereof may be exercisable until one year following the date of grant. In no event shall an option granted to an employee then owning more than l0% of our common stockCommon Stock be exercisable by its terms after the expiration of five years from the date of grant, nor shall any other option granted pursuant to 2020 Plan be exercisable by its terms after the expiration of ten years from the date of grant.

Non-Qualified Stock Options

Our employees, directors and officers, and consultants or advisors are eligible to be granted Non-Qualified Stock Options pursuant to 2020 Plan as may be determined by our Board of Directors which administers the Plan, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with a capital-raising transaction or promoting our common stock.Common Stock.

Options granted pursuant to 2020 Plan terminate at such time as may be specified when the option is granted.

In the discretion of the Board of Directors options granted pursuant to the Plan may include instalment exercise terms for any option such that the option becomes fully exercisable in a series of cumulating portions. The Board of Directors may also accelerate the date upon which any option (or any part of any option) is first exercisable. In no event shall an option be exercisable by its terms after the expiration of ten years from the date of grant.

Stock Bonuses

Our employees, directors and officers, and consultants or advisors are eligible to receive a grant of our shares, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with a capital-raising transaction or promoting our common stock.Common Stock. The grant of the shares rests entirely with our Board of Directors which administers the Plan. It is also left to the Board of Directors to decide the type of vesting and transfer restrictions which will be placed on the shares.

Employee Pension, Profit Sharing or other Retirement Plan

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

Pay vs. Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure (the “Pay Versus Performance Disclosure”) describes the relationship between executive compensation and the Company’s performance with respect to select financial measures.

Relationships Between Executive Compensation Actually Paid and Select Financial Performance Measures

The charts below are based on the information provided in the above table to illustrate the relationships between the Company’s compensation actually paid to the PEO and the average compensation actually paid to the Company’s non-PEO NEOs, with (i) the Company’s cumulative total stockholder return, and (ii) the Company’s net income (loss) to link compensation actually paid to its NEOs for the most recently completed fiscal year and its performance.

Directors’ Compensation

During the fiscal year ended June 30, 2023, the Non-Executive Directors deferred certain cash payments to repurpose resources to operational matters of the Company. The table below shows the compensation paid to our non-executive directors during the year ended June 30, 2021.2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding our voting shares beneficially owned as of October 11, 2021December 31, 2023 and is based on 21,985,1721,065,042 shares of common stock issued and outstanding, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of Common Stock,common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stockcommon stock that such person has the right to acquire within 60 days of October 11, 2021.December 31, 2023. For purposes of computing the percentage of outstanding shares of our Common Stockcommon stock held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of October 11, 2021December 31, 2023, is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise indicated, each of the shareholdersstockholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our Common Stock.common stock. Except as otherwise indicated, the address of each of the shareholdersstockholders listed below is: Block 6, Triq Paceville, St. Julians, Malta, STJ 3109.

The following shows the stock ownership of our named executive officers, directors, and any persons known to us who owns more than 5% of our common stock as of October 11, 2021.December 31, 2023.

*	less than 1%

TRANSACTIONS WITH RELATED PERSONS

Under our written Related Party Transactions Policy, our Group General Counsel, Compliance and Corporate Secretary will review any potential Related Party Transaction to determine if it is subject to the policy. If the Group General Counsel, Compliance and Corporate Secretary determines that it is subject to the policy, the transaction will be referred to our Audit Committee for approval or ratification. Our Company’s policy with regard to related party transactions is for the Audit Committee of the Board as a whole to approve any material transactions involving our directors, executive officers or holders of more than 5% of our outstanding capital stock.

Fiscal Years Ended June 30, 2023 and 2022

The Company incurs home office expenses allowancesCompany’s Chief Executive Officer owns less than 5% of $4,800 per year charged by the PresidentOddin.gg, a vendor of the Company, that was owed $47,895 and $3,359 by the Company as of June 30, 2023 and 2022, respectively. The Company incurred cost of revenue to Oddin.gg of $72,107 and $52,791 for use of a home office for himyears ended June 30, 2023 and 2022. On October 3, 2023, the Company signed an employeeagreement to integrate the Oddin.gg esports iFrame solution that will allow the Company to offer esports wagering to its iGaming customers. The integration of the Company.Oddin.gg’s esports iFrame solution is expected to be completed by the Company in the first half of fiscal 2024. The agreement requires the Company to pay Oddin.gg a revenue share based on the net gaming revenues generated from esports wagering.

On October 26, 2023, the Company signed a binding letter of intent to acquire a 30% minority interest, in furtherance of strategic collaboration and revenue sharing agreement with Drafted.gg, a leading wagerable esports content producer based in Czech Republic. The Company expects to purchase the remaining 70% of the business by the end of the fiscal year. The purchase price for the initial 30% minority interest is $300,000. The Company’s Chief Executive Officer has an indirect immaterial interest in Drafted.gg.

The Company reimbursed the former Chief Executive Officer for office rent and related expenses. The Company incurred charges owed to the former Chief Executive Officer for office expense reimbursement of $2,400 and $4,800 for the years ended June 30, 2023 and 2022, respectively. As of June 30, 2021, the Company did not have a balance2023 and 2022, there were no amounts payable to the President relatedformer Chief Executive Officer. The former Chief Executive Officer was terminated for cause by the Board from his position as Chief Executive Officer on December 3, 2022. The former Chief Executive Officer resigned from the Board on December 23, 2022.

On May 4, 2017, the Company entered into a services agreement and a referral agreement with Contact Advisory Services Ltd., an entity that is partly owned by a member of the Board. The Company incurred general and administrative expenses of $18,521 and $26,148 for years ended June 30, 2023 and 2022, respectively, in accordance with these agreements. As of June 30, 2023 and 2022, there was approximately $12,700 and $0 amounts payable to rent payments.Contact Advisory Services Ltd, respectively.

The Company has entered intohad retained services from a consultingformer member of its Board who remained as an advisor to the Company with an annual fee of $60,000. The member was previously retained through a consultancy agreement with its Chief Legal Counsel through the legaldated August 1, 2020 and an employment agreement dated June 15, 2020. The consultancy firm Rivington Law resulting in monthlyagreement required payments of £18,000 ($24,84221,920 translated using the exchange rate in effect at June 30, 2021) for legal and other professional services provided2022) per month to the firm that is controlled by this member of the Board. The individual also received payroll of $500 per month through the consultingemployment agreement as Chief Operating Officer. The member resigned from the Board and from his role as Chief Operating Officer on May 31, 2022 and the consultancy agreement and the employment agreement were terminated.

The Company retained the services of its former Chief Financial Officer and Chief Operating Officer through a consultancy agreement dated April 2, 2022 and an employment agreement dated April 2, 2022. The Company remitted monthly payments to its former Chief Financial Officer of NZD 36,995 ($23,524 translated using the exchange rate in effect at June 30, 2022) under the consultancy agreement and $500 per month under the employment agreement. In connection with this appointment the Company provided a one-time issuance of 5 shares of Common Stock to the former Chief Financial Officer and Chief Operating Officer. The former Chief Financial Officer and Chief Operating Officer resigned from his roles on December 31, 2022, and the consultancy agreement and employment agreement were terminated. He later rejoined the Company as the Chief Operating Officer on May 29, 2023 under a new employment agreement.

During the year ended June 30, 2022, the Company engaged in transactions with Tilt, LLC a game center operator controlled by the head of GGC. This included net sales to Tilt, LLC in the amount of $222,559 for game center equipment, and amounts paid to Tilt, LLC of $33,600 for equipment leased, $16,589 for services, $20,128 for cryptocurrency mining and $140,000 for purchases of computer inventory. The individual was no longer employed by the Company during the year ended June 30, 2023.

AUDIT-RELATED MATTERS

Audit Committee Report

The Audit Committee of the Board of Directors is comprised of independent directors and operates under a written charter adopted by the Board of Directors.Board. The Audit Committee Charter is reviewed and updated as needed per applicable rules of the SEC and The Nasdaq Stock Market.

The Audit Committee serves in an oversight capacity. Management is responsible for the Company’s internal controls over financial reporting. The independent auditors are responsible for performing an independent audit of the Company’s financial statements per the standards of the Public Company Accounting Oversight Board (“PCAOB”) and issuing a report thereon. The Audit Committee’s primary responsibility is to monitor and oversee these processes and to select and retain the Company’s independent auditors. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the Company’s audited financial statements and discussed not only the acceptability but also the quality of the accounting principles, the reasonableness of the significant judgments and estimates, critical accounting policies, and the clarity of disclosures in the audited financial statements prior to issuance.

The Audit Committee reviewed and discussed the audited financial statements as of and for the year ended June 30, 2021,2023, with the Company’s independent auditors, FriedmanMarcum LLP, and discussed not only the acceptability but also the quality of the accounting principles, the reasonableness of the significant judgments and estimates, critical accounting policies and the clarity of disclosures in the audited financial statements prior to issuance. The Audit Committee discussed with FriedmanMarcum LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has received the written disclosures and the letter from FriedmanMarcum LLP required by the applicable requirements of the PCAOB regarding independent auditor communications with the Audit Committee concerning independence and has discussed with Friedman LLP.Marcum LLP its independence.

Based on the review and discussions with management and our independent registered public accounting firm, FriedmanMarcum LLP, the Audit Committee has recommended to the Board, of Directors, and the Board has approved, that the audited financial statements be included in our Annual Report on Form 10-K for the year ended June 30, 2021,2023, for filing with the SEC.

MEMBERS OF THE AUDIT COMMITTEE:

Damian MathewsAlan Alden — ChairmanChair of the Committee

Alan AldenJan Jones Blackhurst

Warwick BartlettChul Woong Lim

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees. The aggregate fees billed by our independent registered public accounting firm,firms, for professional services rendered for the audit of our annual financial statements for the years ended June 30, 20212023 and 2020,2022, including review of our interim financial statements were $104,250$946,050 and $84,350,$968,883, respectively. This includes $399,000 and $547,050 billed from Marcum LLP and Friedman LLP for the year ended June 30, 2023. All amounts were billed from Friedman LLP for the year ended June 30, 2022.

Audit Related Fees. We incurred fees to our independent registered public accounting firmfirms of $282,404$351,800 and $53,850$245,000 for audit related fees during the fiscal years ended June 30, 20212023 and 2020,2022, respectively, which related to filings with the SEC and audits of acquisitions by the Company during the years ended June 30, 2023 and 2022. This includes $331,800 and $20,000 billed from Marcum LLP and Friedman LLP for the year ended June 30, 2021.2023. All amounts were billed from Friedman LLP for the year ended June 30, 2022.

Tax Fees. We did not incur fees to our independent registered public accounting firms for tax during the fiscal years ended June 30, 2023 and 2022.

All Other Fees. We did not incur fees to our independent registered public accounting firmfirms for taxproducts and services provided by the principal accountant, other than the services reported above, during the fiscal years ended June 30, 20212023 and 2020.2022.

The Audit Committee pre-approves all auditing services and all permitted non-auditing services (including the fees and terms thereof) to be performed by our independent registered public accounting firm.

MATTERS TO BE VOTED ON

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Company’sCurrently, the Company has authorized a five-member Board of DirectorsDirectors. The Board has chosen, however, to nominate only four members for election at this annual meeting while a search is currently comprisedconducted for a person to fill the board position to be vacated by Chul Woong Lim upon the date of eight directors. A total of eight directors will be elected at the Annual Meeting toon [●], 2024. Thus, there will be one vacant seat on our Board following the Annual Meeting. The directors will serve until the next annual meeting of shareholders to be held in 2022,stockholders or until their successors are duly elected and qualified. Of the Board members whose term expires at the Annual Meeting, Grant Johnson, Daniel Marks,Jan Jones Blackhurst, Damian Mathews, Chul Woong Lim, Alan Alden, Warwick Bartlett, Mark Nielsen and Stuart TillyRobert Soper are all standing for reelection.

The personsperson named as “Proxies”“Proxy” in the enclosed Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the shareholdersstockholders returning such proxies. If no choice has been specified by a shareholder,stockholder, the shares will be voted FOR“FOR” the nominees. If at the time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors.Board. If a quorum is present and voting, the nominees for directors receiving the highest number of votes will be elected. Abstentions and broker non-votes will have no effect on the vote.

NOMINEES FOR ELECTION AS DIRECTOR

Nominees

The persons nominated as directors are as follows:

Vote Required

The eightfour nominees for director receiving the highest number of votes “FOR”“FOR” election will be elected as directors. This is called a plurality. Withholding a vote fromAbstentions or votes against a director nominee will not be voteddeemed a vote with respect to the director nominee indicated and will have no impact on the election of directors although it will be counted for the purposes of determining whether there is a quorum. Broker non-votes will have no effect on the outcome of this proposal.

Recommendation of our Board

Our Board unanimously recommends that you vote “FOR” the election of each of the nominees for directors.

PROPOSAL NO. 2: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, we are conducting a stockholder advisory vote on the compensation paid to our named executive officers. This proposal, commonly known as “say-on-pay,” gives our stockholders the opportunity to express their views on our named executive officers’ compensation. The vote is advisory, and, therefore, it is not binding on our Board, our Compensation Committee, or the Company. Nevertheless, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. We currently intend to conduct this advisory vote every three years, subject toyear based on the outcomeresults of the advisorya vote on the frequency of future advisory votesthe “say-on-pay” proposal in the 2021 Annual Proxy Statement until the Company holds another vote on named executive officer compensation, as discussed in Proposal No. 3.such frequency.

Our executive compensation program is designed to attract, motivate and retain our named executive officers who are critical to our success. Our Board believes that our executive compensation program is well tailored to retain and motivate key executives while recognizing the need to align our executive compensation program with the interests of our stockholders and our “pay-for-performance” philosophy. Our CompensationCNCG Committee continually reviews the compensation programs for our named executive officers to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices.

We encourage our stockholders to read the “Summary Compensation Table” and other related compensation tables and narrative disclosures in the “Executive Compensation” section of this Proxy Statement, which describe the 20212023 compensation of our named executive officers.

We are asking our stockholders to approve,requesting your advisory vote on a non-binding advisory basis,the following resolution:

RESOLVED, that the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the compensation tables and the narrative disclosures that accompany the compensation tables.tables, is hereby approved.

Vote Required

The affirmative vote of the holders of shares of common stockCommon Stock representing a majority of the shares of Common Stock cast at the Annual Meeting via the virtual meeting in personplatform or by proxy is required for the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Recommendation of our Board

Our Board unanimously recommends that you vote “FOR” the approval, In a non-binding advisory VOTE, of the compensation of the Company’s named executive officers as disclosed in THIS proxy statement.

PROPOSAL NO. 3: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

In Proposal No. 2, we are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers. In this Proposal No. 3, we are asking our stockholders to cast a non-binding advisory vote regarding the frequency of future executive compensation advisory votes. Stockholders may vote for a frequency of every one, two, or three years, or may abstain. This vote is required by Section 14A of the Exchange Act.

Our Board will take into consideration the outcome of this vote in making a determination about the frequency of future executive compensation advisory votes. However, because this vote is advisory and non-binding, our Board may decide that it is in the best interests of our stockholders and the Company to hold the advisory vote to approve executive compensation more or less frequently.

In the future, we will propose an advisory vote on the frequency of the executive compensation advisory vote at least once every six calendar years.

After careful consideration, our Board believes that the executive compensation advisory vote should be held every three years, and therefore our Board unanimously recommends that you vote for a frequency of THREE YEARS for future executive compensation advisory votes. Our Board believes that an annual executive compensation advisory vote will facilitate more direct stockholder input about executive compensation. An annual executive compensation advisory vote is consistent with our policy of reviewing our compensation program annually, as well as seeking frequent input from our stockholders on corporate governance and executive compensation matters.

The approval of this Proposal No. 3 requires the affirmative vote of the holders of shares of common stock representing a majority of the shares of Common Stock cast at the meeting in person or by proxy. However, because stockholders have several voting choices with respect to this proposal, it is possible that no single choice will receive a majority vote. In light of the foregoing, our Board will consider the outcome of the vote when determining the frequency of future non-binding advisory votes on executive compensation. Moreover, because this vote is non-binding, our Board may determine the frequency of future advisory votes on executive compensation in its discretion.

Vote Required

The selection of the three options presented receiving the highest number of votes for such option will be the option recommended by stockholders, on a non-binding advisory basis, for the frequency of future advisory votes on the compensation of the Company’s named executive officers. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Recommendation of our Board

Our Board unanimously recommends that you vote FOR “THREE YEARS” as the preferred frequency of future advisory votes on the compensation of our named executive officers.

PROPOSAL NO. 4: RATIFICATION OFRATIFY THE SELECTION OF FRIEDMANMARCUM LLP AS THE COMPANY’S

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 20222024.

The Audit Committee of our Board of Directors has selected the firm of FriedmanMarcum LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022. Friedman2024. Marcum LLP has served as our independent registered public accounting firm since the fiscal year ended June 30, 2020.2021, and such date takes into account the acquisition of certain assets of Friedman LLP by Marcum LLP effective September 1, 2022. Although stockholder ratification of the selection of FriedmanMarcum LLP is not required by law or Nevada rules, our Audit Committee believes that it is advisable and has decided to give our stockholders the opportunity to ratify this selection. If this proposal is not approved at the Annual Meeting, our Audit Committee may reconsider this selection. Representatives of Marcum LLP are expected to attend the Annual Meeting, will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions.

Vote Required

The affirmative vote of the holders of shares of common stockCommon Stock representing a majority of the shares of Common Stock cast is required for the ratification of the selection of FriedmanMarcum LLP as our independent registered public accounting firm for the current fiscal year. Abstentions will have no effect on the outcome of this proposal. There will be no broker non-votes with respect to this proposal.

Recommendation of our Board

OUR BOARD unanimously RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF FRIEDMANMARCUM LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2022.2023.

PROPOSAL NO. 5: TO APPROVE THE4: POTENTIAL ISSUANCE OF AN EXCESS OF 19.99% OF OUR OUTSTANDING COMMON STOCK, UPONPAR VALUE $0.001 PER SHARE, UNDER THE CONVERSION OF AN OUSTANDING CONVERTIBLE NOTE.COMPANY’S OUTSTANDING SERIES D PREFERRED STOCK, SERIES D PREFERRED WARRANTS AND COMMON STOCK WARRANTS ISSUED ON MAY 22, 2023.

Background and Description of Senior Convertible NoteSeries D Preferred Stock, Series D Preferred Warrants, and Common Stock Warrants

You are being asked to consider and vote upon a proposal (the “Share“Common Share Issuance Proposal”) that provides for the potential issuance of a number of shares of our Common Stock in excess of 19.99% of our outstanding shares of Common Stock, uponunder the Company’s Series D Preferred Stock, Series D Preferred Warrants (as defined below) and Common Stock Warrants (as defined below) (collectively, the “Securities”), assuming conversion or exercise of a Senior Convertible Note (“Convertible Note”) that we issuedthe Securities into shares of Common Stock in connectionaccordance with a private placement on May 28, 2021. All capitalizedtheir terms, below are defined inby the Convertible Note transaction documents. holder.

The Common Share Issuance Proposal, if passed, will allow us to issue shares of Common Stock that are potentially issuable under each of the (1) approximately $4.2 million outstanding Series D Preferred Stock (as of December 31, 2023), (2) Series D Preferred Stock that is issuable under the Series D Preferred Warrants (up to approximately $4.3 million if fully exercised as of December 31, 2023), and (3) Common Stock Warrants (currently exercisable for 3,584 shares of Common Stock). Each of the outstanding Series D Preferred Stock, the Series D Preferred Warrants and Common Stock Warrants, in and of themselves, could, if the Common Share Issuance Proposal is approved by our stockholders, result in the issuance of more than 4,104,478 shares (19.99%19.99% of the 20,532,655 shares of Common Stock outstanding on May 28, 2021)the date of execution of the Series D SPA (as defined below). The Series D SPA obligates the Company to seek stockholder approval of resolutions providing for the approval of the issuance of all of the shares of Common Stock in compliance with the rules and regulations of the Nasdaq Stock Market (without regard to any limitations on conversion or exercise set forth in the Series D Preferred Stock Certificate of Designations or the Common Stock Warrants, respectively). Issuances of shares of Common Stock upon conversion of the Series D Preferred Stock, the Series D Preferred Stock issuable upon exercise of the Series D Preferred Warrants, and upon exercise of the Common Stock Warrants, in excess of 19.99% of the Company’s outstanding shares of Common Stock, would require approval by the Company’s stockholders pursuant to the rules and regulations of the Nasdaq Stock Market and the Series D Certificate of Designations.

On May 28, 2021,The Company issued the Company entered intoSecurities to an institutional investor and the holder of its outstanding Series C Convertible Preferred Stock (the “Holder”), in connection with a Securities Purchase Agreement (“Purchase Agreement”(the “Series D SPA”) with an institutional investordated April 30, 2023, which subsequently closed on May 22, 2023. The Company designated 10,000 shares of preferred stock as Series D Preferred Stock. The Series D SPA contemplated a direct offering to the Holder that included (i) 4,300 shares of new Series D Preferred Stock, $0.001 par value per share, for a price of $1,000 per share, (ii) common warrants to purchase 3,584 shares of our Common Stock at a price of $784 per share (the “Investor”“Common Stock Warrants”) pursuant, and (iii) preferred warrants to which it soldpurchase 4,300 shares of our Series D Preferred Stock at a Senior Convertible Note, with an initial principal amountprice of $35 million$1,000 per share (the “Convertible Note”)“Series D Preferred Warrants).