Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-39262 | |
Entity Registrant Name | ESPORTS ENTERTAINMENT GROUP, INC. | |
Entity Central Index Key | 0001451448 | |
Entity Tax Identification Number | 26-3062752 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | Block 6 | |
Entity Address, Address Line Two | Triq Paceville | |
Entity Address, City or Town | St. Julians | |
Entity Address, Country | MT | |
Entity Address, Postal Zip Code | STJ 3109 | |
City Area Code | 356 | |
Local Phone Number | 2713 1276 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 40,922,944 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | GMBL | |
Security Exchange Name | NASDAQ | |
Common Stock Purchase Warrants [Member] | ||
Title of 12(b) Security | Common Stock Purchase Warrants | |
Trading Symbol | GMBLW | |
Security Exchange Name | NASDAQ | |
10.0% Series A Cumulative Redeemable Convertible Preferred Stock [Member] | ||
Title of 12(b) Security | 10.0% Series A Cumulative Redeemable Convertible Preferred Stock | |
Trading Symbol | GMBLP | |
Security Exchange Name | NASDAQ | |
Common Stock Purchase Warrants One [Member] | ||
Title of 12(b) Security | Common Stock Purchase Warrants | |
Trading Symbol | GMBLZ | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Current assets | ||
Cash | $ 9,404,637 | $ 19,917,196 |
Restricted cash | 2,968,183 | 3,443,172 |
Accounts receivable, net | 374,435 | 136,681 |
Receivables reserved for users | 1,329,709 | 2,290,105 |
Other receivables | 1,339,497 | 658,745 |
Prepaid expenses and other current assets | 1,727,567 | 3,264,344 |
Total current assets | 17,144,028 | 29,710,243 |
Equipment, net | 136,612 | 726,942 |
Operating lease right-of-use asset | 221,332 | 1,272,920 |
Intangible assets, net | 37,835,275 | 45,772,555 |
Goodwill | 28,118,967 | 40,937,370 |
Other non-current assets | 2,217,660 | 1,315,009 |
TOTAL ASSETS | 85,673,874 | 119,735,039 |
Current liabilities | ||
Accounts payable and accrued expenses | 12,973,020 | 8,458,689 |
Liabilities to customers | 3,932,287 | 3,057,942 |
Deferred revenue | 580,004 | 22,110 |
Senior convertible note | 35,000,000 | |
Derivative liability | 20,573,051 | |
Current portion of notes payable and other long-term debt | 258,385 | 223,217 |
Operating lease liability – current | 585,786 | 414,215 |
Contingent consideration – current | 2,436,591 | |
Total current liabilities | 76,339,124 | 12,176,173 |
Senior convertible note, net of unamortized discount | 6,302,504 | |
Notes payable and other long-term debt | 112,425 | 221,300 |
Warrant liability | 4,411,580 | 23,500,000 |
Deferred income taxes | 1,870,861 | |
Operating lease liability – non-current | 1,120,225 | 878,809 |
Contingent consideration – non-current | 1,296,385 | |
Total liabilities | 83,279,739 | 44,949,647 |
Commitments and contingencies (Note 13) | ||
Mezzanine equity: | ||
10% Series A cumulative redeemable convertible preferred stock, $0.001 par value, 1,725,000 authorized, 835,950 shares issued and outstanding, aggregate liquidation preference $9,195,450 at March 31, 2022 | 7,707,543 | |
Stockholders’ equity (deficit) | ||
Preferred stock $0.001 par value; 10,000,000 shares authorized | ||
Common stock $0.001 par value; 500,000,000 shares authorized, 40,722,944 and 21,896,145 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively | 40,723 | 21,896 |
Additional paid-in capital | 144,528,035 | 122,341,002 |
Accumulated deficit | (145,364,841) | (46,908,336) |
Accumulated other comprehensive loss | (4,517,325) | (669,170) |
Total stockholders’ equity (deficit) | (5,313,408) | 74,785,392 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 85,673,874 | $ 119,735,039 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value | $ 0.001 | |
Temporary equity, shares authorized | 1,725,000 | |
Temporary equity, shares issued | 835,950 | |
Temporary equity, shares outstanding | 835,950 | |
Temporary equity, liquidation preference | $ 9,195,450 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 40,722,944 | 21,896,145 |
Common stock, shares outstanding | 40,722,944 | 21,896,145 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||
Net revenue | $ 15,699,587 | $ 5,398,708 | $ 46,638,925 | $ 7,983,293 |
Operating costs and expenses: | ||||
Cost of revenue | 6,282,445 | 2,321,620 | 19,248,877 | 4,249,889 |
Sales and marketing | 7,074,414 | 2,399,200 | 21,332,423 | 4,891,688 |
General and administrative | 14,339,615 | 6,291,388 | 38,685,937 | 14,082,111 |
Asset impairment charges | 38,629,310 | 38,629,310 | ||
Total operating expenses | 66,325,784 | 11,012,208 | 117,896,547 | 23,223,688 |
Operating loss | 50,626,197 | 5,613,500 | 71,257,622 | 15,240,395 |
Other income (expense): | ||||
Interest expense | (611,021) | (5,368,933) | ||
Loss on conversion of senior convertible note | (5,999,662) | |||
Loss on extinguishment of senior convertible note | (28,478,804) | |||
Change in fair value of derivative liability on Senior Convertible Note | (20,573,051) | (22,055,672) | ||
Change in fair value of warrant liability | 8,181,398 | (5,358,313) | 28,641,920 | (4,729,924) |
Change in fair value of contingent consideration | 99,247 | (1,305,804) | 1,950,693 | (1,305,804) |
Other non-operating income (loss) | (39,440) | (165,463) | (1,391,855) | (265,487) |
Total other income (expense), net | (12,942,867) | (6,829,580) | (32,702,313) | (6,301,215) |
Loss before income taxes | 63,569,064 | 12,443,080 | 103,959,935 | 21,541,610 |
Income tax benefit (expense) | (431) | 5,503,430 | ||
Net loss | 63,569,495 | 12,443,080 | 98,456,505 | 21,541,610 |
Dividend on 10% Series A cumulative redeemable convertible preferred stock | (200,628) | (300,942) | ||
Accretion of 10% Series A cumulative redeemable convertible preferred stock to redemption value | (73,136) | (108,209) | ||
Net loss attributable to common stockholders | $ 63,843,259 | $ 12,443,080 | $ 98,865,656 | $ 21,541,610 |
Net loss per common share: | ||||
Basic and diluted loss per common share | $ (2.11) | $ (0.73) | $ (3.97) | $ (1.54) |
Weighted average number of common shares outstanding, basic and diluted | 30,308,685 | 16,950,275 | 24,874,910 | 13,974,197 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||
Net loss | $ 63,569,495 | $ 12,443,080 | $ 98,456,505 | $ 21,541,610 |
Other comprehensive loss: | ||||
Foreign currency translation loss | 1,631,630 | 892,953 | 3,848,155 | 955,702 |
Total comprehensive loss | $ 65,201,125 | $ 13,336,033 | $ 102,304,660 | $ 22,497,312 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | 10% Series A Cumulative Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning Balance at Jun. 30, 2020 | $ 11,233 | $ 31,918,491 | $ (20,535,602) | $ 11,394,122 | ||
Beginning Balance, shares at Jun. 30, 2020 | 11,233,223 | |||||
Common stock issued for services | $ 291 | $ 1,873,551 | $ 1,873,842 | |||
Common stock issued for services, shares | 291,256 | |||||
Stock based compensation | 36,035 | 36,035 | ||||
Foreign exchange translation | $ 941 | $ 941 | ||||
Net loss | (1,808,493) | (1,808,493) | ||||
Common stock issued upon the exercise of warrants | $ 276 | 1,024,648 | 1,024,924 | |||
Common stock issued upon the exercise of warrants, shares | 275,463 | |||||
Common stock and warrants issued for LHE Enterprises Limited | $ 650 | 3,801,850 | 3,802,500 | |||
Common stock and warrants issued for LHE Enterprises Limited, shares | 650,000 | |||||
Stock issued for FLIP Acquisition | $ 94 | 499,906 | 500,000 | |||
Stock issued for FLIP Acquisition, shares | 93,808 | |||||
Ending Balance at Sep. 30, 2020 | $ 12,544 | 39,154,481 | (22,344,095) | 941 | 16,823,871 | |
Ending Balance, shares at Sep. 30, 2020 | 12,543,750 | |||||
Beginning Balance at Jun. 30, 2020 | $ 11,233 | 31,918,491 | (20,535,602) | 11,394,122 | ||
Beginning Balance, shares at Jun. 30, 2020 | 11,233,223 | |||||
Common stock issued for services | $ 3,290,570 | |||||
Common stock issued for services, shares | 528,997 | |||||
Net loss | $ (21,541,610) | |||||
10% Series A cumulative redeemable convertible preferred stock cash dividend | ||||||
Ending Balance at Mar. 31, 2021 | $ 20,167 | 104,417,852 | (42,077,212) | (955,702) | 61,405,105 | |
Ending Balance, shares at Mar. 31, 2021 | 20,166,740 | |||||
Beginning Balance at Sep. 30, 2020 | $ 12,544 | 39,154,481 | (22,344,095) | 941 | 16,823,871 | |
Beginning Balance, shares at Sep. 30, 2020 | 12,543,750 | |||||
Common stock issued for services | $ 192 | $ 982,579 | $ 982,771 | |||
Common stock issued for services, shares | 191,736 | |||||
Stock based compensation | 296,148 | 296,148 | ||||
Foreign exchange translation | $ (63,690) | $ (63,690) | ||||
Net loss | (7,290,037) | (7,290,037) | ||||
Common stock issued upon the exercise of warrants | $ 844 | 3,232,274 | 3,233,118 | |||
Common stock issued upon the exercise of warrants, shares | 844,408 | |||||
Ending Balance at Dec. 31, 2020 | $ 13,580 | 43,665,482 | (29,634,132) | (62,749) | 13,982,181 | |
Ending Balance, shares at Dec. 31, 2020 | 13,579,894 | |||||
Common stock issued for services | $ 45 | $ 433,912 | $ 433,957 | |||
Common stock issued for services, shares | 46,005 | |||||
Stock based compensation | 345,006 | 345,006 | ||||
Foreign exchange translation | $ (892,953) | $ (892,953) | ||||
Net loss | (12,443,080) | (12,443,080) | ||||
10% Series A cumulative redeemable convertible preferred stock cash dividend | ||||||
Common stock issued in equity financing, net of issuance costs | $ 2,000 | 27,338,000 | 27,340,000 | |||
Common stock issued in equity financing net of issuance costs shares | 2,000,000 | |||||
Stock issued for FLIP Acquisition | $ 94 | 1,717,527 | 1,717,621 | |||
Stock issued for FLIP Acquisition, shares | 93,808 | |||||
Stock issued for EGL Acquisition | $ 293 | 2,193,540 | 2,193,833 | |||
Stock issued for EGL Acquisition, shares | 292,511 | |||||
Common stock issued upon the exercise of options and warrants | $ 4,155 | 28,724,385 | 28,728,540 | |||
Common stock issued upon the exercise of options and warrants, shares | 4,154,522 | |||||
Ending Balance at Mar. 31, 2021 | $ 20,167 | 104,417,852 | (42,077,212) | (955,702) | 61,405,105 | |
Ending Balance, shares at Mar. 31, 2021 | 20,166,740 | |||||
Beginning Balance at Jun. 30, 2021 | $ 21,896 | 122,341,002 | (46,908,336) | (669,170) | 74,785,392 | |
Beginning Balance, shares at Jun. 30, 2021 | 21,896,145 | |||||
Common stock issued upon the exercise of stock options | $ 8 | 40,961 | $ 40,969 | |||
Common stock issued upon the exercise of stock options, shares | 8,500 | 8,500 | ||||
Common stock issued for services | $ 79 | $ 574,220 | $ 574,299 | |||
Common stock issued for services, shares | 78,527 | |||||
Stock based compensation | 308,073 | 308,073 | ||||
Foreign exchange translation | $ (1,424,986) | $ (1,424,986) | ||||
Net loss | (552,381) | (552,381) | ||||
Ending Balance at Sep. 30, 2021 | $ 21,983 | 123,264,256 | (47,460,717) | (2,094,156) | 73,731,366 | |
Ending Balance, shares at Sep. 30, 2021 | 21,983,172 | |||||
Beginning Balance at Jun. 30, 2021 | $ 21,896 | 122,341,002 | (46,908,336) | (669,170) | 74,785,392 | |
Beginning Balance, shares at Jun. 30, 2021 | 21,896,145 | |||||
Net loss | (98,456,505) | |||||
10% Series A cumulative redeemable convertible preferred stock cash dividend | (300,942) | |||||
Ending Balance at Mar. 31, 2022 | $ 7,707,543 | $ 40,723 | 144,528,035 | (145,364,841) | (4,517,325) | (5,313,408) |
Ending Balance, shares at Mar. 31, 2022 | 835,950 | 40,722,944 | ||||
Beginning Balance at Sep. 30, 2021 | $ 21,983 | 123,264,256 | (47,460,717) | (2,094,156) | 73,731,366 | |
Beginning Balance, shares at Sep. 30, 2021 | 21,983,172 | |||||
Common stock issued upon the exercise of stock options | $ 5 | 26,505 | $ 26,510 | |||
Common stock issued upon the exercise of stock options, shares | 5,500 | 5,500 | ||||
Common stock issued for services | $ 4 | $ (4) | ||||
Common stock issued for services, shares | 4,000 | |||||
Stock based compensation | 1,729,401 | 1,729,401 | ||||
Foreign exchange translation | $ (791,539) | $ (791,539) | ||||
Net loss | (34,334,629) | (34,334,629) | ||||
Proceeds from issuance of 10% Series A cumulative redeemable convertible preferred stock | $ 7,599,334 | |||||
Proceeds from issuance of 10% Series A cumulative redeemable convertible preferred stock, shares | 835,950 | |||||
Accretion of redemption value and issuance costs | $ 35,073 | (35,073) | (35,073) | |||
10% Series A cumulative redeemable convertible preferred stock cash dividend | (100,314) | (100,314) | ||||
Conversion of senior convertible note | $ 1,702 | 8,241,752 | 8,243,454 | |||
Conversion of senior convertible note, shares | 1,701,841 | |||||
Issuance of common stock under the ATM, net of issuance costs | $ 376 | 1,538,843 | 1,539,219 | |||
Issuance of common stock under the ATM, net of issuance costs, shares | 375,813 | |||||
Ending Balance at Dec. 31, 2021 | $ 7,634,407 | $ 24,070 | 134,665,366 | (81,795,346) | (2,885,695) | $ 50,008,395 |
Ending Balance, shares at Dec. 31, 2021 | 835,950 | 24,070,326 | ||||
Common stock issued upon the exercise of stock options, shares | ||||||
Common stock issued for services | $ 50 | $ 31,400 | $ 31,450 | |||
Common stock issued for services, shares | 50,000 | |||||
Stock based compensation | 1,315,052 | 1,315,052 | ||||
Foreign exchange translation | $ (1,631,630) | $ (1,631,630) | ||||
Net loss | (63,569,495) | (63,569,495) | ||||
Accretion of redemption value and issuance costs | 73,136 | (73,136) | (73,136) | |||
10% Series A cumulative redeemable convertible preferred stock cash dividend | (200,628) | (200,628) | ||||
Conversion of senior convertible note | $ 813 | 2,408,381 | 2,409,194 | |||
Conversion of senior convertible note, shares | 812,618 | |||||
Issuance of common stock under the ATM, net of issuance costs | $ 790 | 2,345,100 | 2,345,890 | |||
Issuance of common stock under the ATM, net of issuance costs, shares | 790,000 | |||||
Common stock issued in equity financing, net of issuance costs | $ 15,000 | 4,036,500 | 4,051,500 | |||
Common stock issued in equity financing net of issuance costs shares | 15,000,000 | |||||
Ending Balance at Mar. 31, 2022 | $ 7,707,543 | $ 40,723 | $ 144,528,035 | $ (145,364,841) | $ (4,517,325) | $ (5,313,408) |
Ending Balance, shares at Mar. 31, 2022 | 835,950 | 40,722,944 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (98,456,505) | $ (21,541,610) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 9,555,184 | 1,592,487 |
Asset impairment charges | 38,629,310 | |
Right-of-use asset amortization | 471,007 | 94,674 |
Stock-based compensation | 3,958,275 | 3,055,118 |
Deferred income taxes | (5,503,861) | |
Loss on conversion of senior convertible note | 5,999,662 | |
Loss on extinguishment of senior convertible note | 28,478,804 | |
Amortization of debt discount | 3,389,055 | |
Change in fair value of warrant liability | (28,641,920) | 4,729,924 |
Change in fair value of contingent consideration | (1,950,693) | 1,305,804 |
Change in fair value of derivative liability | 22,055,672 | |
Other non-cash charge, net | (64,023) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (198,876) | (9,687) |
Receivables reserved for users | 1,238,509 | (1,475,776) |
Other receivables | (764,685) | (344,856) |
Prepaid expenses and other current assets | 1,490,618 | (702,448) |
Other non-current assets | 144,996 | (79,610) |
Accounts payable and accrued expenses | 4,874,643 | 1,508,583 |
Liabilities to customers | 697,334 | 822,020 |
Deferred revenue | 557,894 | 48,227 |
Operating lease liability | (125,206) | (40,423) |
Other, net | (1,314) | |
Net cash used in operating activities | (14,100,783) | (11,102,910) |
Cash flows from investing activities: | ||
Cash consideration paid for Bethard acquisition, net of cash acquired | (20,067,871) | |
Cash consideration paid for Lucky Dino, net of cash acquired | (28,930,540) | |
Cash consideration paid for EGL, net of cash acquired | (477,351) | |
Cash consideration paid for Argyll, net of cash acquired | (728,926) | |
Cash consideration paid for FLIP | (100,000) | |
Payments made in connection with loans receivable | (2,000,000) | |
Purchase of intangible assets | (34,647) | (698,187) |
Purchases of equipment | (86,670) | (28,126) |
Net cash used in investing activities | (20,189,188) | (32,963,130) |
Cash flows from financing activities: | ||
Proceeds from equity financing, net of issuance costs | 13,605,000 | 27,340,000 |
Proceeds from issuance of 10% Series A cumulative redeemable convertible preferred stock, net of issuance costs | 7,599,334 | |
Payment of dividends on 10% Series A cumulative redeemable convertible preferred stock | (300,942) | |
Issuance of common stock under the ATM, net of issuance costs | 3,885,109 | |
Payment of Bethard contingent consideration | (1,016,331) | |
Proceeds from exercise of stock options and warrants, net of issuance costs | 67,479 | 25,506,582 |
Repayment of notes payable and finance leases | (157,810) | (69,257) |
Net cash provided by financing activities | 23,681,839 | 52,777,325 |
Effect of exchange rate on changes in cash and restricted cash | (379,416) | (755,543) |
Net decrease in cash and restricted cash | (10,987,548) | 7,955,742 |
Cash and restricted cash | 23,360,368 | 12,353,307 |
Cash and restricted cash | 12,372,820 | 20,309,049 |
Cash | 9,404,637 | 16,880,683 |
Restricted cash | 2,968,183 | 3,428,366 |
Cash | 19,917,196 | 12,353,307 |
Restricted cash | 3,443,172 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest | 1,734,291 | |
Income taxes | 431 | |
SUPPLEMENTAL DISLCOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Fair value of contingent consideration payable in cash and common stock for Bethard acquisition | 6,700,000 | |
Conversion of senior convertible notes to common stock | 10,652,648 | |
Accretion of 10% Series A cumulative redeemable convertible preferred stock | 108,209 | |
Right-of-use asset obtained in exchange for operating lease obligation | 1,112,960 | |
Finance lease asset obtained in exchange for financing lease obligation | 96,018 | |
Common stock issued for Argyll | 3,802,500 | |
Change in purchase price consideration related to warrant liability for Argyll acquisition | 2,738,095 | |
Settlement of Argyll acquisition warrant liability for common stock | 7,480,000 | |
Common stock issued for EGL | 2,193,833 | |
Contingent consideration payable for EGL | 300,000 | |
Common stock issued for FLIP acquisition at closing | 411,817 | |
Settlement of FLIP contingent consideration in common stock | 500,000 | |
Share settlement of liabilities to be settled in stock account | $ 927,855 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 – Nature of Operations Esports Entertainment Group, Inc. (“Company” or “EEG”) was formed in the State of Nevada on July 22, 2008 under the name Virtual Closet, Inc., before changing its name to DK Sinopharma, Inc. on June 6, 2010 and then to, VGambling, Inc. on August 12, 2014. On or about April 24, 2017, VGambling, Inc. changed its name to Esports Entertainment Group, Inc. The Company is a diversified operator of iGaming, traditional sports betting and esports businesses with a global footprint. The Company’s strategy is to build and acquire iGaming and traditional sports betting platforms and use them to grow the esports business whereby customers have access to game centers, online tournaments and player-versus-player wagering. On July 31, 2020, the Company commenced revenue generating operations with the acquisition of LHE Enterprises Limited, a holding company for Argyll Entertainment (“Argyll”), an online sportsbook and casino operator. On January 21, 2021, the Company completed its acquisition of Phoenix Games Network Limited, the holding company for the Esports Gaming League (“EGL”), and provider of event management and team services, including live and online events and tournaments. On March 1, 2021, the Company completed the acquisition of the operating assets and specified liabilities that comprise the online gaming operations of Lucky Dino Gaming Limited, a company registered in Malta, and Hiidenkivi Estonia OU, its wholly owned subsidiary registered in Estonia (collectively referred to as “Lucky Dino”). On June 1, 2021, the Company also acquired Helix Holdings, LLC (“Helix”) and ggCircuit, LLC (“GGC”). Helix is an owner and operator of esports centers that provide esports programming and gaming infrastructure and is also the owner of the EEG Labs, an analytics platform, and a proprietary player-versus-player wagering platform. GGC is a business-to-business software company that provides cloud-based management for gaming centers, a tournament platform and integrated wallet and point-of-sale solutions. On July 13, 2021, the Company completed its acquisition of the online casino and sports book business operating under the brand of Bethard (referred to herein as “Bethard”). Bethard’s business-to-consumer operations provides sportsbook, casino, live casino and fantasy sport betting services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Pursuant to the rules and regulations of the SEC, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. The unaudited condensed consolidated financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the annual period ended June 30, 2021. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. Reportable Segment The Company determined it has one reportable segment. This determination considers the organizational structure of the Company and the nature of financial information available and reviewed by the chief operating decision maker to assess performance and make decisions about resource allocations. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations or total assets, liabilities and stockholders’ equity (deficit). Use of estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the valuation and recoverability of goodwill and intangible assets, the accounting for business combinations, including estimating contingent consideration and allocating purchase price, estimating fair value of intangible assets, estimating the useful life of fixed assets and intangible assets, as well as the estimates related to accruals and contingencies. Liquidity and Going Concern The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these unaudited condensed consolidated financial statements. One such factor considered by the Company is its compliance with certain debt covenants under terms of the Senior Convertible Note (the “Senior Convertible Note” or “New Note”). The Company has not maintained compliance with certain debt covenants and is currently in default under the terms of the Senior Convertible Note. On February 28, 2022 the Company exchanged the existing Senior Convertible Note (the “Old Senior Convertible Note”) with the New Note resulting in the increase of the principal outstanding balance of indebtedness from the carrying value of $ 29,150,001 , as adjusted for the conversions of principal and Premium on Principal through February 22, 2022, to $ 35,000,000 . The New Note is classified as a current liability on the unaudited condensed consolidated balance sheet as it may be redeemed by the holder prior to its maturity date. The Company has also recorded a derivative liability for the alternate conversion in the Senior Convertible Note of $ 20,573,051 in current liabilities on the unaudited condensed consolidated balance sheet that may be due to the holder as part of the make-whole liability under the default terms of the Senior Convertible Note. The cash liability calculated under the terms of the New Note of approximately $ 80,000,000 is materially higher than the fair value of the derivative liability of $ 20,573,051 calculated at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note In addition to compliance with debt covenants, the Company has considered historical losses and negative cash flows from operations in its evaluation of going concern. The Company has also considered its liquidity and future market and economic conditions as it relates to obtaining financing and generating future profits. On March 2, 2022 the Company closed an offering (the “March 2022 Offering”) in which it sold 15,000,000 units at $ 1.00 consisting of one share of common stock and one warrant for a total of 15,000,000 warrants with an exercise price of $ 1.00 (the “March 2022 Warrants”). The March 2022 Offering provided net cash proceeds of $ 13,605,000 . As of March 31, 2022, the Company had $ 9,404,637 of available cash on-hand and net current liabilities of $ 59,195,096 . The amount of available cash on hand on May 20, 2022, one business day preceding this filing, was $ 5,592,250 The Company believes that its current level of cash and cash equivalents are not sufficient to fund its operations and obligations without additional financing. Although the Company has financing available, as further described below, the ability to raise financing using these sources is subject to several factors, including market and economic conditions, performance, and investor sentiment as it relates to the Company and the esports and iGaming industry. The combination of these conditions was determined to raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. In determining whether the Company can overcome the presumption of substantial doubt about its ability to continue as a going concern, the Company may consider the effects of any mitigating plans for additional sources of financing. The Company identified additional financing sources it believes are currently available to fund its operations and drive future growth that include (i) the potential proceeds from the exercise of the 15,000,000 March 2022 Warrants exercisable at $ 1.00 , outstanding at March 31, 2022, (ii) the ability to access capital using the at-the-money (“ATM”) equity offering program available to the Company whereby the Company can sell shares to raise gross proceeds up to $ 20,000,000 (the Company has sold an aggregate of 1,165,813 shares through the ATM through May 20, 2022, one business day preceding this filing, for gross proceeds of $ 4,005,267 and had $ 15,994,733 of gross proceeds remaining under the ATM at May 20, 2022), (iii) the ability to sell shares of common stock of the Company through a shelf registration statement on Form S-3 (File No. 333-252370) declared effective by the Securities and Exchange Commission (SEC) on February 5, 2021, and (iv) the ability to raise additional financing from other sources. The Company is also in discussions with the Holder of the Senior Convertible Note to restructure the payment terms and debt covenants. These above plans are likely to require the Company to place reliance on several factors, including favorable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. COVID-19 The novel coronavirus (“COVID-19”) emerged in December 2019 and has since adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. The ongoing impacts of the COVID-19 pandemic has introduced material uncertainty and risk with respect to the Company and its performance, especially as it relates to in-person attendance at events and game centers. The Company has previously indicated that a significant or prolonged decrease in consumer spending on entertainment or leisure activities may have an adverse effect on demand for the Company’s product offerings, including in-person access to game centers and tournaments, reducing cash flows and revenues, and thereby materially harming the Company’s business, financial condition and results of operations. During the three months ended March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted. As such, the Company recognized an impairment of long-lived assets held by its EGL, and Helix businesses and impairment of goodwill held by its EGL, GGC and Helix businesses. See Notes 6, 7 and 11 for discussion of the asset impairment charges. The ultimate impact of the COVID-19 pandemic on other areas of the business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the continuing COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption and reduced operations. A materially disruptive resurgence of COVID-19 cases or the emergence of additional variants or strains of COVID-19 could cause other widespread or more severe impacts depending on where infection rates are highest. Any resulting financial impact cannot be reasonably estimated at this time but may have a material adverse impact on our business, financial condition and results of operations. The Company will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19. Cash and Cash Equivalents Cash includes cash on hand. Cash equivalents consist of highly liquid financial instruments purchased with an original maturity of three months or less. As of March 31, 2022 and June 30, 2021 the Company did not have any financial instruments classified as cash equivalents. At times, cash deposits inclusive of restricted cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Accounts are insured by the FDIC up to $ 250,000 Restricted Cash Restricted cash includes cash reserves maintained for compliance with gaming regulations that require adequate liquidity to satisfy the Company’s liabilities to customers. Receivables Reserved for Users User deposit receivables are stated at the amount the Company expects to collect from a payment processor. A user initiates a deposit with a payment processor, and the payment processor remits the deposit to the Company. The amount due from the payment processor is recorded as a receivable reserved for users on the unaudited condensed consolidated balance sheets. An allowance for doubtful accounts may be established if it is determined that the Company is unable to collect a receivable from a payment processor. An increase to the allowance for doubtful accounts is recognized as a loss within general and administrative expenses in the unaudited condensed consolidated statements of operations. The allowance for doubtful accounts is not material to the unaudited condensed consolidated financial statements. Liabilities to Customers The Company records liabilities to customers, also referred to as player liabilities, for the amounts that may be withdrawn by a player at a given time. The player liabilities include player deposits, bonuses or incentive awards and user winnings less withdrawals, tax withholdings and player losses. The Company maintains a restricted cash balance and player deposits held by third parties, recorded as receivables reserved for users on the unaudited condensed consolidated balance sheets, at levels equal to or exceeding its liabilities to customers. Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The Company records the assets acquired, liabilities assumed and acquisition-related contingent consideration at fair value on the date of acquisition. The difference between the purchase price, including any contingent consideration, and the fair value of net assets acquired is recorded as goodwill. The Company may adjust the preliminary purchase price and purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances that impact the determination of fair value at the acquisition date. Any change in fair value of acquisition-related contingent consideration resulting from events after the acquisition date is recognized in earnings. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Digital Assets Digital assets are currently comprised of Ethereum cryptocurrency. The digital assets are included in current assets in the accompanying unaudited condensed consolidated balance sheets. The classification of digital assets as a current asset has been made after the Company’s consideration of the consistent daily trading volume on cryptocurrency exchange markets. There are no limitations or restrictions on the Company’s ability to sell digital assets, and the pattern of actual sales of digital assets by the Company. Digital assets purchased are recorded at cost and cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital asset at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Impairment losses of the Company’s digital assets were not material to the unaudited condensed consolidated financial statements for the three or nine months ended March 31, 2022. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. The Company generally liquidates its digital assets position monthly, or more frequently depending upon the market conditions. The Company’s recognized realized gains through the sale and disbursement of digital assets during the three and nine months ended March 31, 2022 and 2021 was not material to the unaudited condensed consolidated financial statements. At March 31, 2022, the Company’s digital assets were not material to the unaudited condensed consolidated financial statements. Goodwill Goodwill represents the excess of fair value of consideration paid for an acquired entity over the fair value of the assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but rather it is tested for impairment at the reporting unit level on an annual basis on April 1 for each fiscal year, or more often if events or changes in circumstances indicate that more likely than not the carrying amount of the asset may not be recoverable. A reporting unit represents an operating segment or a component of an operating segment. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss in accordance with Accounting Standards Update (“ASU”) No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment During the three and nine months ended March 31, 2022, the Company recognized goodwill impairment charges of $ 23,119,755 reducing the goodwill of the Helix and EGL and GGC reporting units, (see Note 7 for additional information regarding the goodwill impairment, and the effects on our business, financial condition, and results of operations). There were no goodwill impairment charges recorded during the three and nine months ended March 31, 2021. Changes in economic, regulatory and operating conditions and the continuing impact of COVID-19 could result in additional goodwill impairment in future periods. Intangible assets Intangible assets with determinable lives consist of player relationships, developed technology and software, tradename and gaming licenses. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful lives of 5 10 2 Impairment of Long-Lived Assets Equipment and other long-lived assets, including finite lived intangibles, are evaluated for impairment periodically or when events and circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation is required, an estimate of future undiscounted cash flows are determined through estimated disposition date of the asset. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value, considering external market participant assumptions. An estimation of future cash flows requires significant judgment as the Company makes assumptions about future results and market conditions. Since the determination of future cash flows is an estimate of future performance, there may be impairments recognized in future periods in the event future cash flows do not meet expectations. The Company recognized $ 13,484,122 for the impairment of the EGL and Helix tradenames and developed technology and software and the impairment of the GGC tradename and developed technology (see Note 7), $ 608,626 for the impairment of the EGL computer equipment and Helix game centers computer equipment, leasehold improvements and furniture and equipment (see Note 6), and $ 1,416,807 for the impairment of operating lease right-of-use assets for the Helix building rentals (see Note 11), in asset impairment charges in the unaudited condensed consolidated statements of operations. There were no impairment charges on other long-lived assets identified for the three and nine months ended March 31, 2021. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between U.S. GAAP treatment and tax treatment of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. Derivative Instruments The Company evaluates its convertible notes and equity instruments, as well as warrants, to determine if those contracts or embedded components of those contracts qualify as derivatives (Note 12). The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability (Note 17). In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense (Note 17). In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current to correspond with its host instrument. The Company records the fair value of the remaining embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining embedded derivative warrants as other income or expense in the unaudited condensed consolidated statements of operations. Fair Value Measurements Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts contingent consideration resulting from a business combination, as well as derivative financial instruments and warrant liabilities to fair value on a recurring basis. Certain long-lived assets may be periodically required to be measured at fair value on a nonrecurring basis, including long-lived assets that are impaired. The fair value for other assets and liabilities such as cash, restricted cash, accounts receivable, receivables reserved for users, other receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and liabilities to customers have been determined to approximate carrying amounts due to the short maturities of these instruments. The fair value of the Senior Convertible Note and lease liabilities approximate their carrying value based on current interest and discount rates. Earnings Per Share Basic income (loss) per share is calculated using the two-class method. Under the two-class method, basic income (loss) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted income (loss) per share is computed similar to basic income (loss) per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued if such additional common shares were dilutive. Diluted income (loss) per share includes the effect of potential common shares, such as the Company’s preferred stock, notes, warrants and stock options, to the extent the effect is dilutive. As the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded, as their effect would be anti-dilutive. The following securities were excluded from weighted average diluted common shares outstanding for the three and nine months ended March 31, 2022 and 2021 because their inclusion would have been antidilutive: Schedule of Weighted Average Diluted Common Shares Outstanding As of March 31, 2022 2021 Common stock options 1,359,401 481,676 Common stock warrants 20,350,558 1,415,991 Common stock issuable upon conversion of senior convertible note 16,031,513 — 10% Series A cumulative redeemable convertible preferred stock 835,950 — Total 38,577,422 1,897,667 Revenue and Cost Recognition The revenue of the Company is currently generated from online casino and sports betting (referred to herein as “iGaming” revenue), as well from the provision of esports event and team management services. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers Revenue generating activities of the Company may be subject to value added tax (“VAT”) in certain jurisdictions in which the Company operates. Revenue is presented net of VAT in the consolidated statements of operations. VAT receivables and VAT payables are included in other receivables and accounts payable and accrued expenses, respectively on the consolidated balance sheets. Sales to customers do not have significant financing components or payment terms greater than 12 months. iGaming Revenue iGaming revenue is derived from the placement of bets by end-users, also referred to as customers, through online gaming sites. The transaction price in an iGaming contract, or Net Gaming Revenue (“NGR”), is the difference between gaming wins and losses, as further reduced by any nondiscretionary incentives awarded to the customer. Gaming transactions involve four performance obligations, namely the settlement of each individual bet, the honoring of discretionary incentives available to the customer through loyalty reward programs, the award of free spin and deposit match bonuses, and the winning of a casino jackpot. The total amount wagered by a customer is commonly referred to as the win or Gross Gaming Revenue (“GGR”). The GGR is allocated to each performance obligation using the relative standalone selling price (“SSP”) determined for iGaming contracts. Revenue recognition for individual wagers is recognized when the gaming occurs, as such gaming activities are settled immediately. The revenue allocated to incentives, such as loyalty points offered through a rewards program, is deferred and recognized as revenue when the loyalty points are redeemed. Revenue allocated to free spins and deposit matches, referred to as bonuses, are recognized at the time that they are wagered. The revenue for jackpot games is recognized when the jackpot is won by the customer. The Company applies a practical expedient by accounting for its performance obligations on a portfolio basis as iGaming contracts have similar characteristics. The Company expects the application of the revenue recognition guidance to a portfolio of iGaming contracts will not materially differ from the application of the revenue recognition guidance on an individual contract basis. The Company evaluates bets that its users place on websites owned by third party brands in order to determine whether it may recognize revenue on a gross basis, when acting as the principal provider of the wagering service, or on a net basis, when acting as an intermediary or agent. The principal in a wagering service involving a third party is generally the entity that controls the wagering service such that it has a right to the services being performed by the third party and can direct the third party in delivery of the service to its users. The Company records revenue on a gross basis as it has determined it is the principal in transactions involving third parties, such as revenue sharing arrangements, as it controls the wagering service being offered to the users such that it has a right to the service performed by third parties and can further direct third parties in providing services to users. The Company further records expenses related to its revenue sharing arrangements and other third-party iGaming expenses within costs of revenue in the consolidated statements of operations. Esports Gaming and Other Revenue The Company derives revenue from the operation of esports game centers, sales of subscriptions to access cloud-based software used by independent operators of game centers, as well as from consulting and data analytic services provided to game operators. The revenue from the operation of game centers by the Company is recognized when a customer purchases time to use the esports gaming equipment at each center. The revenue from time purchased by a customer and from the sale of concessions is recognized at the point of sale. The revenue derived from the sale of subscription services to cloud-based software used by game centers is recognized over the term of the contract, which generally can range from one month to one year in duration, be |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 3 – Business Acquisitions Bethard Acquisition On July 13, 2021, the Company completed the acquisition of the business-to-consumer operations of Bethard Group Limited (“Bethard”) that provides sportsbook, casino, live casino and fantasy sport betting services with gaming licenses to customers in Sweden, Spain, Malta and Ireland (the “Bethard Business”). The acquisition of Bethard expands the iGaming operations of the Company in Europe and provides the Company with increased opportunity to cross-sell its esports offerings to a larger customer base. The acquisition of Bethard resulted in the Company acquiring the outstanding share capital of Prozone Limited, a public liability company registered in Malta, that had previously received the assets of Bethard in a pre-closing restructuring by the seller. The initial payment of purchase consideration for Bethard included cash paid at closing of € 13,000,000 15,346,019 1,000,000 1,180,463 4,000,000 4,721,852 7,600,000 8,971,519 The preliminary estimate of the purchase consideration, pending the completion of a final valuation to calculate the fair value of the contingent cash consideration, is as follows: Schedule of Preliminary Purchase Price Allocation of Acquisition Cash paid at closing $ 15,346,019 Second Payment 4,721,852 Total cash consideration paid for Bethard 20,067,871 Contingent cash consideration 6,700,000 Total preliminary purchase price consideration $ 26,767,871 The preliminary estimated contingent cash consideration assumes a cash payment equal to 15% of net gaming revenue for Bethard Business through the Additional Payment Due Date as set forth through the Second Payment Due Date estimated to be approximately four months at acquisition, then reverting to 12% thereafter for the remainder of a two-year period following the acquisition date . The preliminary estimated contingent cash consideration of $ 6,700,000 is calculated using the applicable percentages applied to projected net gaming revenue of the Bethard Business at the date of acquisition. Based on updated revenue projections as of March 31, 2022, the Company determined the fair value of the remaining contingent consideration payable to be $ 3,732,976 , net of amount paid to the seller through March 31, 2022 of $ 1,016,331 . The decrease in the contingent cash consideration liability resulted in the recognition of a benefit of $ 99,247 and $ 1,950,693 , included as change in fair value of contingent consideration in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2022, respectively. The preliminary estimated purchase consideration excludes contingent share consideration payable to the sellers as there is no indication such contingent share contingent consideration will become payable from a successful assignment of the specified ambassador agreement. The sellers of the Bethard had up to 6 months to assign the ambassador agreement to receive the contingent share consideration. After 6 months, the contingent share consideration is reduced by € 422,222 (equivalent to $ 498,417 using exchange rates in effect at the acquisition date) for each month the contract is not assigned to the Company through the 24-month anniversary. As of May 23, 2022, the ambassador agreement had not been assigned to the Company. The preliminary purchase price and purchase price allocation pending a final valuation of assets acquired and liabilities assumed is as follows: Receivables reserved for users $ 398,184 Intangible assets 17,300,000 Goodwill 11,924,685 Other non-current assets 1,180,463 Accrued liabilities (5,634 ) Player liability (396,827 ) Deferred income taxes (3,633,000 ) Total $ 26,767,871 The acquired intangible assets, useful lives and a preliminary estimate of fair value at the acquisition date follows: Schedule of Fair Value of Acquired Intangible Assets Useful Life (years) Fair Value Tradename 10 $ 3,700,000 Player interface 5 1,200,000 Gaming licenses 2 700,000 Player relationships 5 11,700,000 Total $ 17,300,000 Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of benefits from securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant, as well as acquiring a talented workforce and cost savings opportunities. The goodwill of Bethard is not deductible for tax purposes. Transaction related expenses incurred for the acquisition of the Bethard Business total $ 1,005,595 255,481 Pro Forma Operating Results The following table summarizes pro forma results of operations for the three and nine months ended March 31, 2021 as if Bethard, as well as the recent acquisitions of the Company completed during the year ended June 30, 2021, namely Argyll, Lucky Dino, EGL, ggCircuit and Helix, had been acquired on July 1, 2020. The results of operations of FLIP acquired during the year ended June 30, 2021 were excluded from the pro forma presentation for the three and nine months ended March 31, 2021 due to immateriality. The results of operations of Bethard, as well as the previous acquisitions identified above, are included in the unaudited condensed consolidated statement of operations of the Company for the three and nine months ended March 31, 2022, with any differences resulting from the acquisition of Bethard on July 13, 2021 assessed as immaterial. The pro forma results of operations for the three and nine months ended March 31, 2021 were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had these acquisitions been made as of July 1, 2020 and may not be useful in predicting the future results of operations for the Company. The actual results of operations may differ materially from the pro forma amounts included in the table below: Schedule of Unaudited Pro Forma Operating Results Three months Nine months March 31, 2021 Net revenue $ 16,529,720 $ 46,328,019 Net loss $ 15,438,412 $ 30,699,925 Net loss per common share, basic and diluted $ (0.80 ) $ (1.78 ) The pro forma operating results of operations for the three and nine months ended March 31, 2021 are based on the individual historical results of the Company and the businesses acquired, with adjustments to give effect as if the acquisitions had occurred on July 1, 2020, after giving effect to certain adjustments including the amortization of intangible assets and depreciation of equipment resulting from the acquisitions. |
Other Receivables
Other Receivables | 9 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Other Receivables | Note 4 – Other Receivables The components of other receivables are as follows: Schedule of Other Receivables March 31, 2022 June 30, 2021 Marketing receivables from revenue partners $ 136,620 $ 233,725 Receivable from revenue sharing arrangement 130,865 137,461 Indirect taxes 709,045 135,676 Other 362,967 151,883 Other receivables $ 1,339,497 $ 658,745 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 5 – Prepaid Expenses and Other Current Assets The components of prepaid expenses and other current assets are as follows: Schedule of Prepaid Expenses and Other Current Assets March 31, 2022 June 30, 2021 Prepaid marketing costs $ 867,775 $ 1,727,669 Prepaid insurance 265,164 175,620 Other 594,628 1,361,055 Prepaid expenses and other current assets $ 1,727,567 $ 3,264,344 |
Equipment
Equipment | 9 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Note 6 – Equipment The components of equipment are as follows: Schedule of Equipment March 31, 2022 June 30, 2021 Computer equipment $ 156,728 $ 258,049 Furniture and equipment 98,207 249,070 Leasehold improvements - 221,787 Finance lease asset - 117,979 Equipment, at cost 254,935 846,885 Accumulated depreciation and finance lease amortization (118,323 ) (119,943 ) Equipment, net $ 136,612 $ 726,942 Depreciation expense and finance lease amortization expense was $ 50,244 and $ 26,242 for the three months ended March 31, 2022 and 2021 and $ 109,852 and $ 51,582 for the nine months ended March 31, 2022 and 2021, respectively. The three and nine months includes asset impairment charges of $ 608,626 for the EGL computer equipment and the Helix game centers computer equipment, furniture and equipment, leasehold improvements and finance lease assets that was recorded in asset impairment charges in the unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 7 – Goodwill and Intangible Assets A summary of the changes in the balance of goodwill is as follows: Schedule of Goodwill Nine months ended March 31, 2022 Goodwill, balance at beginning of year $ 40,937,370 Acquisition of Bethard 11,924,685 Impairment charges (23,119,755 ) Foreign currency translation – Fiscal 2022 (1,623,333 ) Goodwill, balance at end of period $ 28,118,967 The Company tests its goodwill for impairment annually on April 1. However, during the third quarter the Company concluded that goodwill impairment indicators existed based on the significant volatility in the Company’s stock price where the Company experienced a sustained reduction from the middle of the quarter through March 31, 2022 and subsequently. As of March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted and that under the current liquidity and investment constraints it is less likely to reach the previously forecasted revenue and profits for EGL and GGC. These factors and the continuing impacts of the COVID-19 pandemic, uncertainties caused by inflation and world stability, resulted in the Company evaluating its goodwill and long-lived assets, including intangible assets, for impairment as of March 31, 2022. The Company performed an interim impairment test on its long-lived assets, including its definite-lived intangible assets using an undiscounted cash flow analysis to determine if the cash flows expected to be generated by the asset groups over the estimated remaining useful life of the primary assets were sufficient to recover the carrying value of the asset groups, which were determined to be at the reporting unit level. Based on the circumstances described above as of March 31, 2022, the Company determined its EGL, Helix, and GGC asset groups failed the undiscounted cash flow recoverability test. Accordingly, the Company estimated the fair value of its individual long-lived assets to determine if any asset impairment charges were present. The Company’s estimation of the fair value of the definite-lived intangible assets included the use of discounted cash flow and cost analyses, reflecting estimates of future revenues, royalty rates, cash flows, discount rates, development costs and obsolescence. Based on these analyses, the Company concluded the fair values of certain intangible assets were lower than their current carrying values, and at March 31, 2022, the Company recognized impairment of $ 2,561,231 10,824,348 98,543 13,484,122 In accordance with ASC 350, for goodwill, after considering the above asset impairment charges to the asset groups, the Company performed an interim impairment test as of March 31, 2022 that compared the estimated fair value of each reporting unit to their respective carrying values. The estimated fair value of each reporting unit was derived primarily by utilizing a discounted cash flows analysis. The results of the impairment tests performed indicated that the carrying value of the EGL, GGC and Helix reporting units exceeded their estimated fair values determined by the Company. Based on the results of the March 31, 2022 interim goodwill impairment testing procedures, the Company recognized impairments of goodwill totaling $ 23,119,755 The assumptions used in the cost and undiscounted and discounted cash flow analyses require significant judgment, including judgment about appropriate growth rates, and the amount and timing of expected future cash flows. The Company’s forecasted cash flows were based on the current assessment of the markets and were based on assumed growth rates expected as of the measurement date. The key assumptions used in the cash flows were revenue growth rates, operating expenses and gross margins and the discount rates in the discounted cash flows. The assumptions used consider the current early growth stage of the Company and the emergence from a period impacted by COVID-19. The industry markets are currently at volatile levels and future developments are difficult to predict. The Company believes that its procedures for estimating future cash flows for each reporting unit, asset group and intangible asset are reasonable and consistent with current market conditions as of the testing date. If the markets that impact our business continue to deteriorate, the Company could recognize further goodwill and long-lived asset impairment charges. In total, as described in detail above, the Company recorded $ 36,603,877 There were no The intangible amounts comprising the intangible asset balance are as follows: Schedule of Intangible Assets March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradename $ 7,749,287 $ (710,536 ) $ 7,038,751 Developed technology and software 12,366,595 (2,192,419 ) 10,174,176 Gaming licenses 2,312,335 (1,411,248 ) 901,087 Player relationships 23,913,613 (4,698,603 ) 19,215,010 Internal-use software 536,182 (29,931 ) 506,251 Total $ 46,878,012 $ (9,042,737 ) $ 37,835,275 June 30, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradename $ 7,396,804 $ (257,018 ) $ 7,139,786 Developed technology and software 25,231,659 (1,242,605 ) 23,989,054 Gaming licenses 1,752,612 (573,876 ) 1,178,736 Player relationships 13,956,083 (1,253,135 ) 12,702,948 Internal-use software 777,171 (15,140 ) 762,031 Total $ 49,114,329 $ (3,341,774 ) $ 45,772,555 Amortization expense was $ 3,074,979 852,969 9,445,332 1,540,905 The estimated future amortization related to definite-lived intangible assets, including amortization related to the preliminary allocation of fair value to the intangible assets of Bethard, are as follows: Schedule of Future Amortization of Intangible Assets Remainder of fiscal 2022 $ 2,361,809 Fiscal 2023 8,904,614 Fiscal 2024 8,292,569 Fiscal 2025 8,292,569 Fiscal 2026 6,208,811 Thereafter 3,774,903 Total $ 37,835,275 |
Other Non-Current Assets
Other Non-Current Assets | 9 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Note 8 – Other Non-Current Assets The components of other non-current assets are as follows: Schedule of Other Non-Current Assets March 31, 2022 June 30, 2021 iGaming regulatory deposits $ 1,827,374 $ 755,474 iGaming deposit with service providers 298,255 434,738 Rent deposit 86,875 91,253 Other 5,156 33,544 Other non-current assets $ 2,217,660 $ 1,315,009 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 9 – Accounts Payable and Accrued Expenses The components of accounts payable and accrued expenses are as follows: Schedule of Account Payable and Accrued Expenses March 31, 2022 June 30, 2021 Trade accounts payable $ 4,934,004 $ 2,609,212 Accrued marketing 2,541,785 1,582,470 Accrued payroll and benefits 1,006,365 1,093,263 Accrued gaming liabilities 1,253,626 758,536 Accrued professional fees 413,173 704,748 Accrued jackpot liabilities 306,782 432,504 Accrued other liabilities 2,517,285 988,082 Accrued legal settlement (Note 13) - 289,874 Total $ 12,973,020 $ 8,458,689 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – Related Party Transactions The Company reimburses the Chief Executive Officer for office rent and related expenses. The Company incurred charges for the Chief Executive Officer for office expense reimbursement of $ 1,200 1,200 3,600 3,600 no 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 of Directors. The Company incurred general and administrative expenses of $ 1,857 22,770 22,139 91,247 no The Company has retained services from a member of its Board of Directors through a consultancy agreement dated August 1, 2020 and an employment agreement dated June 15, 2020. The consultancy agreement requires payments of £ 18,000 ($ 23,650 translated using the exchange rate in effect at March 31, 2022) per month to the firm that is controlled by this member of the Board of Directors. The individual also receives payroll of $ 500 per month through the employment agreement as Chief Operating Officer. The Company retained the services of its Chief Financial Officer through a consultancy agreement dated April 2, 2022 and an employment agreement dated April 2, 2022. The Company remits monthly payments to its Chief Financial Officer of NZD 36,995 25,652 500 200,000 shares of common stock to the Chief Financial Officer. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2022 | |
Leases | |
Leases | Note 11 – Leases The Company leases office and building space and equipment under operating lease agreements and equipment under finance lease agreements. The Company’s lease agreements have terms not exceeding five years. Certain leases contain options to extend that are assessed by management at the commencement of the lease and are included in the lease term if the Company is reasonably certain of exercising. In June 2020 the Company commenced a finance lease for computer equipment for one of its owned and operated game centers. The lease has annual payments of $ 50,702 8% 2.5 the Company commenced lease for office space of approximately 284 square meters in Saint Julians, Malta over a 3-year lease term 83,000 4% the Company commenced a lease for building space of approximately 3,200 square feet at the University of California in Los Angeles over a 5-year lease term 17,500 3% 40,103 8% 2.5 Schedule of Assets and Liabilities Related to Operating Leases Condensed Consolidated Balance Sheet Caption March 31, 2022 June 30, 2021 Assets: Operating lease assets Operating lease right-of-use assets $ 221,332 $ 1,272,920 Finance lease assets Equipment, net - 114,540 Total lease assets $ 221,332 $ 1,387,460 Liabilities: Current: Operating lease liabilities Operating lease liability - current $ 585,786 $ 414,215 Operating lease liabilities, current Operating lease liability - current $ 585,786 $ 414,215 Finance lease liabilities Current portion of notes payable and other long-term debt 94,148 50,702 Finance lease liabilities, current Current portion of notes payable and other long-term debt 94,148 50,702 Long-term: Operating lease liabilities Operating lease liability - non-current 1,120,225 878,809 Operating lease liabilities, noncurrent Operating lease liability - non-current 1,120,225 878,809 Finance lease liabilities Notes payable and other long-term debt 85,052 63,161 Finance lease liabilities, noncurrent Notes payable and other long-term debt 85,052 63,161 Total lease liabilities $ 1,885,211 $ 1,406,887 The Company recognized in asset impairment charges in the unaudited condensed consolidated statements of operations, $ 1,416,807 175,858 162,733 12,917 458,949 36,100 Weighted average remaining lease terms and discount rates follow: Schedule of Weighted Average Remaining Lease Terms and Discount Rates March 31, 2022 June 30, 2021 Weighted Average Remaining Lease Term (Years): Operating leases 3.99 4.11 Finance leases 2.20 2.50 Weighted Average Discount Rate: Operating leases 7.99 % 6.82 % Finance leases 8.00 % 8.00 % The future minimum lease payments at March 31, 2022 follows: Schedule of Maturity of Operating Lease Liability Operating Lease Finance Lease Remainder of fiscal 2022 $ 171,397 $ 26,043 Fiscal 2023 553,728 90,806 Fiscal 2024 569,642 65,454 Fiscal 2025 385,422 13,368 Fiscal 2026 227,802 - Thereafter 57,368 - Total lease payments 1,965,359 195,671 Less: imputed interest (259,348 ) (16,471 ) Present value of lease liabilities $ 1,706,011 $ 179,200 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 12 – Long-Term Debt Notes payable and other long-term debt The components of notes payable and other long-term debt are as follows: Schedule of Long-term Debt March 31, 2022 June 30, 2021 Notes payable $ 191,610 $ 330,654 Finance lease obligation (Note 11) 179,200 113,863 Total debt 370,810 444,517 Less current portion of notes payable and long-term debt (258,385 ) (223,217 ) Notes payable and other long-term debt $ 112,425 $ 221,300 The Company assumed a note payable of £ 250,000 327,390 3 3.49% The monthly principal and interest payments on the note payable commenced in June 2021 and continue for two years through May 2023 145,833 191,610 1,791 6,448 The maturities of long-term debt are as follows: Schedule of Maturities of Long-term Debt Fiscal 2022 $ 258,385 Fiscal 2023 128,896 Total before unamortized discount 387,281 Less: unamortized discount and issuance costs 16,471 Total $ 370,810 Senior Convertible Note On June 2, 2021, the Company issued a senior convertible note, the Old Senior Convertible Note before it was exchanged for the New Note on February 22, 2022. The Old Senior Convertible Note was issued to the Holder in the principal amount of $ 35,000,000 with the Company receiving proceeds at issuance of $ 32,515,000 , net of debt issuance costs of $ 2,485,000 . The Old Senior Convertible Note would have matured on June 2, 2023 , at which time the Company would have been required to repay the original principal balance and a minimum return (“Premium on Principal”) equal to 6% of any outstanding principal. The aggregate principal of the Old Senior Convertible Note repayable at maturity was $ 37,100,000 and the Senior Convertible Note accrued interest at rate of 8% per annum payable in cash monthly. The Old Senior Convertible Note was issued with 2,000,000 Series A Warrants and 2,000,000 Series B Warrants. On the date of issuance, the Company recorded the fair value of the Series A Warrants and Series B Warrants as a discount to the Old Senior Convertible Note totaling $ 26,680,000 . The debt discount was being amortized to interest expense over the term of the Old Senior Convertible Note using the effective interest method. The obligation resulting from the issuance of the Series A Warrants and Series B Warrants was determined to qualify for liability classification on the unaudited condensed consolidated balance sheet. See below for further discussion of the Series A Warrants and Series B Warrants. The Old Senior Convertible Note was convertible, at the option of the Holder, into shares of the Company’s common stock at a conversion price of $ 17.50 On February 22, 2022, the Company agreed to enter into the Exchange Agreement with the Holder whereby the Old Senior Convertible Note of the Company, with a remaining principal amount of $ 29,150,001 35,000,000 5,849,999 22,628,805 The interest rate on the Old Senior Convertible Note from June 2, 2022 through February 22, 2022, and the interest rate on the New Note is 8% per annum. Upon the occurrence of an Event of Default (as defined in the New Note), the interest may accrue interest at the rate of 12.0% per annum. As further described below, the Company was not in compliance with certain debt covenants under the Old Senior Convertible Note and New Note, but received a waiver from compliance through March 30, 2021. The Company is subject to begin accruing interest expense at a rate of 12% beginning March 31, 2021, as compared to using the set rate of 8%, however this amount was not deemed material to the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2022 . The maturity date has remained unchanged of the Exchange Agreement and is June 2, 2023 (the “Maturity Date”, subject to extension in certain circumstances, including bankruptcy and outstanding events of default). The ability of the Company to redeem the principal balance outstanding also remains unchanged. The Company may redeem the New Note, subject to certain conditions, at a price equal to 100% of the outstanding principal balance outstanding, together with accrued and unpaid interest and unpaid late charges thereon. The New Note is convertible, at the option of the Holder, into shares of the Company’s common stock at a conversion price of $ 17.50 per share. The New Note is subject to a most favored nations provision and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction. If the Company enters into any agreement to issue (or issues) any variable rate securities, the Holder has the additional right to substitute such variable price (or formula) for the conversion price. If an Event of Default has occurred under the New Note, the Holder may elect to alternatively convert the New Note at the Alternate Conversion Price (as defined in the New Note). In connection with an Event of Default, the Holder may require us to redeem in cash any or all of the New Note. The redemption price will equal 100% The Holder will not have the right to convert any portion of a New Note, to the extent that, after giving effect to such conversion, the Holder (together with certain related parties) would beneficially own in excess of 4.99% of the shares of our common stock outstanding immediately after giving effect to such conversion. The Holder may from time to time increase this limit to 9.99%, provided that any such increase will not be effective until the 61 st In addition, unless approval of our stockholders as required by Nasdaq Stock Market LLC (“Nasdaq”) 19.99% In connection with a Change of Control (as defined in the New Note), the Holder may require us to redeem all or any portion of the New Note. The redemption price per share will equal the greatest of (i) 115% of the outstanding principal of the New Note to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, (ii) 115% of the market value of the shares of our common stock underlying the New Note, as determined in accordance with the New Note, and (iii) 115% of the aggregate cash consideration that would have been payable in respect of the shares of our common stock underlying the New Note, as determined in accordance with the New Note At any time after the date the Company provides notice to the Holder of our incurring of additional debt, the Holder will have the right to have us redeem all or a portion of the Convertible at a redemption price of 100% Under the New Note, and consistent with the Old Senior Convertible Note, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, among other matters. The Company is also subject to certain financial covenants relating to available cash, our ratio of debt to market capitalization and minimum cash flow. The Company is also subject to financial covenants as it relates minimum revenues commencing June 30, 2022. The New Note is subject to a most favored nation provision and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction. If the Company enters into any agreement to issue, or issue any variable rate securities, the Holder of the New Note has the additional right to substitute such variable price (or formula) for the conversion price. If the Holder were to substitute a floor price of $ 2.1832 (“Conversion Floor Price”) as the variable price, the Company would be required to settle in cash any difference between the market value of the shares subject to conversion at the floor price and the market value of the shares using the variable price, excluding any reference to the floor. The Holder of the Senior Convertible Note also has the right to have the Company redeem all or a portion of the New Note should the Company provide notice of incurring additional debt. If an event of default occurs, the Holder of the Senior Convertible Note has the right to alternate conversion (“Alternate Conversion”) and may elect to convert the Senior Convertible Note, inclusive of a 15% premium payable (“Incremental Premium”) in cash due upon such an acceleration of the applicable principal, at a price (“Alternate Conversion Price”) equal to the greater of the Conversion Floor Price of $ 2.1832 or a price derived from the volume weighted average price of the Company’s common stock at the time of Alternate Conversion. If the Alternate Conversion were to include the Conversion Floor Price of $ 2.1832 as the Alternate Conversion Price, the Company would be required to settle in cash any difference between the market value of the shares subject to the Alternate Conversion using the floor price and the market value of the shares using the Alternate Conversion Price, excluding any reference to the floor. The Company is currently in default and the Holder has not yet elected to alternatively convert. See further discussion in make-whole derivative liability below. As discussed above, during the three months ended December 31, 2021, the Company had not maintained compliance with the covenants of the Senior Convertible Note, having identified non-compliance with the same financial covenants previously identified at September 30, 2021. The Company obtained a waiver from the compliance with certain covenants, as of December 31, 2021 and through March 30, 2022. The Company further entered into a non-binding term sheet dated February 22, 2022, to restructure the New Note to mitigate the risk of default on the covenants in future periods. This term sheet expired without a new debt facility being completed. Since the expiration of the waiver on March 30, 2022, the Company is not in compliance with its covenants. The Company is in default and has continued to recognize its obligation under the Senior Convertible Note as a current liability at March 31, 2022 in the unaudited condensed consolidated balance sheet. The Company has not remitted payment to the Holder of the Senior Convertible Note an amount equal to 30% of the gross proceeds from the March 2022 Offering to be applied as a reduction of principal (see Note 16). The Company previously determined that it had not maintained compliance with its Senior Convertible Note covenants at September 30, 2021. The Company therefore requested and received a waiver dated October 13, 2021 for (i) any known breaches or potential breaches of financial covenants in effect related to the available cash test and minimum cash flow test through December 25, 2021, (ii) any known breach resulting from the placement of a lien on the outstanding share capital of Prozone Limited, the entity that holds the assets of Bethard, through Additional Payment Due Date (see Note 3 for discussion of the Bethard acquisition) and (iii) any known breach which would result from the Company’s announcement that it would purchase an equity interest in Game Fund Partners Group LLC through the contribution of up to 200,000 In addition, the Company requested and received an amendment to the Senior Convertible Note wherein the permitted ratio of outstanding debt to market capitalization was increased temporarily from 25% to 35% through December 25, 2021 In consideration for the October 13, 2021 waiver, the Company agreed to permit the conversion of up to $ 7,500,000 of the original principal balance of the Senior Convertible Note at the Alternate Conversion Price into shares of common stock, exclusive of the Premium on Principal and Incremental Premium that applies to an Alternate Conversion. During the three months and nine months ended March 31, 2022, the Holder of the Senior Convertible Note had converted the full principal amount of $ 7,500,000 into 2,514,459 shares of common stock. As a result of these conversions of principal, the Company recorded a loss on conversion of Senior Convertible Notes of $ 5,999,662 in the unaudited condensed consolidated statement of operations for the nine months ended March 31, 2022. The loss on conversion included accelerated amortization of the debt discount of $ 4,515,273 , accelerated amortization of the Premium on Principal of $ 288,300 and the Incremental Premium due on conversion of $ 1,196,089 . The Company also previously obtained a waiver from the Holder of the Old Senior Convertible Note on November 2, 2021 in connection with its announcement to commence an underwritten registered public offering of its 10.0% 10% 1,500,000 Make-Whole Derivative Liability The New Note agreement includes provision that should the Company be in both breach of its debt covenants and its price per common share trade below the Conversion Floor Price of $ 2.1832 The make-whole provision in the New Note is a derivative liability. The Company’s obligation to make a payment under the make-whole provision previously assessed as remote with an immaterial fair value. This considered that the Company had previously obtained debt waivers from the holder for its breaches of debt covenants. The Company’s historical stock price had also traded at levels significantly in excess of the Conversion Floor Price. The Company had further signed a non-binding term sheet on February 22, 2022 (in combination with entering into the New Note) for the purpose of revising the debt covenants that were to be included in a revised or amended note agreement. At March 31, 2022, the Company was unable to complete an agreement to restructure the terms and covenants of the New Note. The stock price further continued to trade materially below the Conversion Floor Price and the Company was also unable to secure a debt waiver. The make-whole provision was determined to represent a liability of the Company and the fair value of the derivative liability at March 31, 2022 was determined using a Monte Carlo valuation model. See Note 17 for further discussion of the fair value determined for the derivative liability. At March 31, 2022, the Company estimates that it would be required to issue up to 16,031,513 20,573,051 80,000,000 20,573,051 2.1832 Warrants March 2022 Warrants On March 2, 2022 the Company completed the March 2022 Offering, an equity offering in which it sold 15,000,000 units at $ 1.00 consisting of one share of common stock and one warrant for a total of 15,000,000 March 2022 Warrants with an exercise price of $ 1.00 . See Note 2, “Liquidity and Going Concern” for further discussion of the proceeds received from the offering. The March 2022 Warrants may be exercised at any time after issuance for one share of common stock of the Company at an exercise price of $ 1.00 The March 2022 Warrants are callable by the Company should the volume weighted average share price of the Company exceed $3.00 for each of 20 consecutive trading days following the date such warrants become eligible for exercise. The March 2022 Warrants also contain a beneficial ownership limitation of 4.99% which may be increased up to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase. The Company determined the March 2022 Warrants should be classified as a liability as the warrants are redeemable for cash in the event of a fundamental transaction, as defined in the Common Stock Purchase Warrant agreement, which includes a change in control. The Company has recorded a liability for the March 2022 Warrants at fair value on the issuance date with subsequent changes in fair value reflected in earnings. At March 2, 2022, the date of the common stock issuance, the Company determined the total fair value of the March 2022 Warrants to be $ 9,553,500 4,050,000 5,503,500 Series A and Series B Warrants The Company issued 2,000,000 Series A Warrants and 2,000,000 Series B Warrants to the holder of the Old Senior Convertible Note. The ‘exchange agreement’ did not impact the Series A Warrants and Series B Warrants previously issued and outstanding. The Series A Warrants may be exercised at any time after issuance for one share of common stock of the Company at an exercise price of $ 17.50 . The Series B Warrants may only be exercised to the extent that the indebtedness owing under the Senior Convertible Note is redeemed. As a result, for each share of common stock determined to be issuable upon a redemption of principal of the Senior Convertible Note, one Series B Warrant will vest and be eligible for exercise at an exercise price of $ 17.50 . The Series A Warrants and Series B Warrants are callable by the Company should the volume weighted average share price of the Company exceed $32.50 for each of 30 consecutive trading days following the date such warrants become eligible for exercise. The Series A Warrants and Series B Warrants also contain a beneficial ownership limitation of 4.99% which may be increased up to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase . The Company determined the Series A and Series B Warrants should be classified as a liability as the warrants are redeemable for cash in the event of a fundamental transaction, as defined in the Senior Convertible Note agreement, which includes a change in control. The Company has recorded a liability for the Series A Warrants and Series B Warrants at fair value on the issuance date with subsequent changes in fair value reflected in earnings. At June 30, 2021, the Company determined the total fair value of the Series A Warrants and Series B Warrants to be $ 23,500,000 13,600,000 9,900,000 361,580 309,400 52,180 2,677,898 23,138,420 The proceeds from the issuance of the Old Senior Convertible Note were allocated to the Series A Warrants and Series B Warrants using the with-and-without method. Under this method, the Company first allocated the proceeds from the issuance of the Old Senior Convertible Note to the Series A Warrants and Series B Warrants based on their initial fair value measurement, and then allocated the remaining proceeds to the Old Senior Convertible Note. The debt discount on the Old Senior Convertible Note was being amortized over its term of two years. The Company accelerated the amortization of the debt discount on the Old Senior Convertible Note during the second quarter resulting in the Company recording of a loss on extinguishment of $ 22,628,805 Components of Long-Term Debt The components of our long-term debt including the Senior Convertible Note on the unaudited condensed consolidated balance sheet at March 31, 2022 follows: Schedule Components of Long-term Debt Current portion of notes payable and long-term debt $ 35,258,385 Notes payable and long-term debt (non-current) 112,425 Total $ 35,370,810 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 13 – Commitments and contingencies Commitments On October 1, 2019, the Company entered into a sponsorship agreement with an eSports team (“Team”) to obtain certain sponsorship-related rights and benefits that include the ability to access commercial opportunities. The Company had agreed to initially pay the Team $ 516,000 230,000 October 1, 2019 to June 30, 2022 2,545,000 825,000 0 424,893 On August 17, 2020, the Company entered into an agreement with Bally’s Corporation, an operator of various online gaming and wagering services in the state of New Jersey, USA, to assist the Company in its entrance into the sports wagering market in New Jersey under the State Gaming Law. The commencement date of the arrangement with Bally’s was March 31, 2021. The Company paid $ 1,550,000 50,000 10 1,250,000 10,000 334,890 1,019,556 1,250,000 10,000 The Company has signed a subscription and operating agreement with Game Fund Partners LLC to support the development of a planned $ 300,000,000 2,000,000 20% 100,000 100,000,000 100,000 200,000,000 In the ordinary course of business, the Company enters into multi-year agreements to purchase sponsorships with professional teams as part of its marketing efforts to expand competitive esports gaming. As of March 31, 2022, the commitments under these agreements are estimated at $ 1,256,403 for the year ended June 30, 2022, $ 2,403,891 for the year ended June 30, 2023, $ 2,015,495 for year ended June 30, 2024, $ 1,126,153 for the year ended June 30, 2025 and $ 611,668 for the year ended June 30, 2026. Contingencies The Company at times may be involved in pending or threatened litigation relating to claims arising from its operations in the normal course of business. Some of these proceedings may result in fines, penalties, judgments or costs being assessed against the Company at some future time. In determining the appropriate level of specific liabilities, if any, the Company considers a case-by-case evaluation of the underlying data and updates our evaluation as further information becomes known. Specific liabilities are provided for loss contingencies to the extent the Company concludes that a loss is both probable and estimable. The Company did not have any liabilities recorded as of March 31, 2022 or June 30, 2021. However, the results of litigation are inherently unpredictable, and the possibility exists that the ultimate resolution of one or more of these matters could result in a material effect on our financial position, results of operations or liquidity. In September 2018, Boustead Securities, LLC (“Boustead”) notified the Company of a claim that they were owed $ 192,664 1,417,909 the arbitration awarded Boustead Securities, LLC $ 289,874 294,051 Other than discussed above, the Company is currently not involved in any other litigation that it believes could have a material adverse effect on our financial condition or results of operations as reported in these unaudited condensed consolidated financial statements. |
Revenue and Geographic Informat
Revenue and Geographic Information | 9 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Geographic Information | Note 14 – Revenue and Geographic Information The Company is a provider of iGaming, traditional sports betting and esports services that commenced revenue generating operations during the year ended June 30, 2021 with the acquisitions of Argyll, FLIP, EGL, Lucky Dino, GGC and Helix. The Company acquired Bethard in July 2021 adding to its revenue generating operations. The revenues and long-lived assets of Argyll, EGL Lucky Dino and Bethard have been identified to our international operations as they principally service customers in Europe, inclusive of the United Kingdom. The revenues and long-lived assets of FLIP, GGC and Helix principally service customers in the United States. A disaggregation of revenue by type of service for the three and nine months ended March 31, 2022 and 2021 is as follows: Schedule of Disaggregated by Revenue 2022 2021 2022 2021 Three months ended March 31, Nine months ended March 31, 2022 2021 2022 2021 Online betting and casino revenues $ 14,590,447 $ 5,225,053 $ 41,692,731 $ 7,650,840 Esports and other revenues 1,109,140 173,655 4,946,194 332,453 Total $ 15,699,587 $ 5,398,708 $ 46,638,925 $ 7,983,293 A summary of revenue by geography for the three and nine months ended March 31, 2022 and 2021 is as follows: Schedule of Revenues with Customers Disaggregated by Geographical Area 2022 2021 2022 2021 Three months ended March 31, Nine months ended March 31, 2022 2021 2022 2021 United States $ 1,046,639 $ 124,059 $ 4,255,482 $ 280,974 International 14,652,948 5,274,649 42,383,443 7,702,319 Total $ 15,699,587 $ 5,398,708 $ 46,638,925 $ 7,983,293 A summary of long-lived assets by geography is as follows: Schedule of Long-Lived Assets by Geography March 31, 2022 June 30, 2021 United States $ 8,591,077 $ 48,081,926 International 59,938,769 41,942,870 Total $ 68,529,846 $ 90,024,796 |
10% Series A Cumulative Redeema
10% Series A Cumulative Redeemable Convertible Preferred Stock | 9 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
10% Series A Cumulative Redeemable Convertible Preferred Stock | Note 15 – 10% Series A Cumulative Redeemable Convertible Preferred Stock The Company is authorized to issue 10,000,000 On November 10, 2021, the Company designated 1,725,000 0.001 11.00 800,000 10 8,000,000 7,265,000 In addition, under the terms of the underwriting agreement for the public offering of the 10% Series A Cumulative Redeemable Convertible Preferred Stock, the Company granted the underwriters a 45-day option to purchase up to an additional 120,000 35,950 334,335 Conversion Each share of 10% Series A Cumulative Redeemable Convertible Preferred Stock is convertible into one share of the Company’s common stock at a conversion price of $ 17.50 Subject to earlier conversion or redemption, the 10% Series A Cumulative Redeemable Convertible Preferred Stock matures five years from issuance, or November 15, 2026, at which point the Company must redeem the shares of 10% Series A Cumulative Redeemable Convertible Preferred Stock in cash Dividends Dividends on the 10% 10% 10.0% 10.0% Redemption and Liquidation The 10% Series A Cumulative Redeemable Convertible Preferred Stock is also redeemable, at the option of the Board of Directors, in whole or in part, at any time on or after January 1, 2023. The 10% Series A Cumulative Redeemable Convertible Preferred Stock includes a change of control put option which allows the holders of the 10% Series A Cumulative Redeemable Convertible Preferred Stock to require the Company to repurchase such holders’ shares in cash in an amount equal to the initial purchase price plus accrued dividends. The 10% Series A Cumulative Redeemable Convertible Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company’s control, all shares of preferred stock have been presented outside of permanent equity in mezzanine equity on the unaudited condensed consolidated balance sheets. The instrument is initially recognized at fair value net of issuance costs. The Company reassesses whether the 10% Series A Cumulative Redeemable Convertible Preferred Stock The 10% Series A Cumulative Redeemable Convertible Preferred Stock is not mandatorily redeemable, but rather is only contingently redeemable, and given that the redemption events are not certain to occur, the shares have not been accounted for as a liability. As the 10% Series A Cumulative Redeemable Convertible Preferred Stock is contingently redeemable on events outside of the control of the Company, all shares of 10% Series A Cumulative Redeemable Convertible Preferred Stock have been presented outside of permanent equity in mezzanine equity on the unaudited condensed consolidated balance sheets. Voting Rights The holders of the 10% Series A Cumulative Redeemable Convertible Preferred Stock will not have any voting rights, except whenever dividends on any share of any series of preferred stock (“Applicable Preferred Stock”) have not have been paid in an aggregate amount equal to four monthly dividends on the share, the holders of the Applicable Preferred Stock will have the exclusive and special right, voting separately as a class and without regard to series, to elect at an annual meeting of shareholders or special meeting held in place of it one member of the Board of Directors, until all arrearages in dividends and dividends in full for the current monthly period have been paid. |
Equity
Equity | 9 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity | Note 16 – Equity Common Stock The following is a summary of common stock issuances for the nine months ended March 31, 2022: ● During the nine months ended March 31, 2022, as part of the March 2022 Offering, the Company sold 15,000,000 units at $ 1.00 , consisting of one share of common stock and one warrant with an exercise price of $ 1.00 , for gross proceeds of $ 15,000,000 . The Company recorded the issuance of these shares at a fair value of $ 4,051,500 comprised of $ 13,605,000 of cash received from the offering equal to the gross proceeds net of $ 1,395,000 issuance costs, and net of the fair value of the warrant liability calculated on issuance of $ 9,553,500 . The proceeds from the offering were designated for general working capital and to pay to the Holder of the Senior Convertible Note an amount equal to 30% of the gross proceeds to applied as a reduction of principal (see Note 12). At March 31, 2022 the Company has not remitted payment to the Holder and principal remains at $ 35,000,000 . ● During the nine months ended March 31, 2022, the Company issued 132,527 4.70 ● During the nine months ended March 31, 2022, the Company issued 14,000 shares of common stock from the exercise of stock options with a weighted average exercise price of $ 4.82 per share or $ 67,479 in the aggregate. ● During the nine months ended March 31, 2022, the Company issued 1,165,813 4,005,267 3,885,109 3.44 ● During the nine months ended March 31, 2022, the holder of the Senior Convertible Note converted an aggregate conversion value of $ 10,652,648 2,514,459 4.24 The following is a summary of common stock issuances for the nine months ended March 31, 2021: ● On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors resulting in the raise of $ 30,000,000 2,000,000 0.001 15.00 27,340,000 ● During the nine months ended March 31, 2021, the Company issued 650,000 3,802,500 ● During the nine months ended March 31, 2021, the Company issued a total of 187,616 2,217,621 93,808 411,817 93,808 1,805,804 ● During the nine months ended March 31, 2021, the Company issued 292,511 2,193,833 ● During the nine months ended March 31, 2021, the Company issued 4,274,393 5.85 24,986,582 ● During the nine months ended March 31, 2021, the Company issued 1,000,000 8.00 15,480,000 8,000,000 7,480,000 2,750,076 4,729,924 ● During the nine months ended March 31, 2021, the Company issued 528,997 6.22 3,290,570 At-the Market Equity Offering Program On September 3, 2021, the Company entered “at the market” equity offering program to sell up to an aggregate of $ 20,000,000 of common stock. The shares are being issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-252370) and the Company filed a prospectus supplement, dated September 3, 2021 with the SEC in connection with the offer and sale of the shares pursuant to the Equity Distribution Agreement with the broker. There were 1,165,813 shares sold under the ATM during the nine months ended March 31, 2022 for gross proceeds of $ 4,005,267 . The Company had $ 15,994,733 of gross proceeds remaining under the ATM at May 20, 2022. Common Stock Warrants On March 2, 2022, the Company closed an offering March 2022 Offering, in which it sold 15,000,000 1.00 15,000,000 1.00 On July 31, 2020, the Company issued 1,000,000 8.00 2,000,000 2,000,000 17.50 On April 16, 2020, the Company closed an offering, (the “April 2020 Offering”), in which it sold 1,980,000 3,960,000 4.25 209,400 209,400 0.01 1,136,763 no In connection with the April 2020 Offering the Company also issued 1,217,241 2,434,482 4.25 4,138,585 40,582 A summary of the warrant activity follows: Schedule of Warrant Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life (Years) Intrinsic Value Outstanding, July 1, 2020 5,264,592 $ 4.28 0.86 $ 14,654,296 Issued 5,603,674 14.38 Exercised ( 5,503,167 ) 4.88 Exchanged — — Forfeited or cancelled ( 14,541 ) 4.25 Outstanding, June 30, 2021 5,350,558 14.19 3.14 8,743,588 Issued — — Exercised — — Forfeited or cancelled — — Outstanding, September 30, 2021 5,350,558 14.19 2.89 3,138,768 Issued — — Exercised — — Forfeited or cancelled — — Outstanding, December 31, 2021 5,350,558 14.19 2.64 — Issued 15,000,000 1.00 Exercised — — Forfeited or cancelled — — Outstanding, March 31, 2022 20,350,558 $ 4.47 4.26 $ — Common Stock Options On September 10, 2020, the Company’s Board of Directors 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 stock authorized for issuance was 1,500,000 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 233,968 shares . At March 31, 2022, there was a maximum of 1,967,936 shares of common 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 Plan were transferred to the 2020 Plan. As of March 31, 2022, there were 608,535 shares of common stock available for future issuance under the 2020 Plan. A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Outstanding, June 30, 2021 474,676 $ 5.49 Granted — — Exercised (8,500 ) — Cancelled — — Outstanding, September 30, 2021 466,176 5.41 Granted 1,120,150 6.71 Exercised (5,500 ) 4.82 Cancelled (50,675 ) 9.11 Outstanding, December 31, 2021 1,530,151 6.27 Granted — — Exercised — — Cancelled (170,750 ) 6.19 Outstanding, March 31, 2022 1,359,401 $ 6.28 As of March 31, 2022, the weighted average remaining life of the options outstanding was 4.34 860,451 6.03 Stock Based Compensation During the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $ 1,346,502 743,527 3,958,275 3,055,118 The Company had previously recognized stock-based compensation expense of $ 927,855 117,450 1,333 16,966 99,151 As of March 31, 2022, unamortized stock compensation for stock options was $ 2,636,626 0.50 Schedule of Weighted Average Assumptions Valued Using Black-Scholes Option Pricing Model Nine months ended March 31, 2022 Expected term, in years 2.81 Expected volatility 150.82 % Risk-free interest rate 0.45 % Dividend yield — Grant date fair value $ 5.33 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 17 – Fair Value Measurements The following financial instruments were measured at fair value on a recurring basis: Schedule of Fair Value of Financial Instruments March 31, 2022 Total Level 1 Level 2 Level 3 Contingent consideration (Note 3) $ 3,732,976 $ — $ — $ 3,732,976 Liability for the March 2022 Warrants (Note 12) $ 4,050,000 $ 4,050,000 $ — $ — Liability for the Series A and Series B Warrants (Note 12) $ 361,580 $ — $ — $ 361,580 Derivative liability on Senior Convertible Note (Note 12) $ 20,573,051 $ — $ — $ 20,573,051 June 30, 2021 Total Level 1 Level 2 Level 3 Liability for the Series A and Series B Warrants (Note 12) $ 23,500,000 $ — $ — $ 23,500,000 A summary of the changes in Level 3 financial instruments for the three and nine months ended March 31, 2022 is as follows: Summary of the Changes in Level 3 Financial Instruments Warrant Contingent Consideration Derivative liability on Senior Convertible Note Balance at June 30, 2021 $ 23,500,000 $ — $ — Fair value of contingent consideration for Bethard at acquisition (Note 3) — 6,700,000 — Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12) (11,808,600 ) — — Balance at September 30, 2021 11,691,400 6,700,000 — Payments of Bethard contingent consideration — (850,520 ) — Change in fair value of Bethard contingent consideration liability (Note 3) — (1,851,446 ) — Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12) (8,651,922 ) — — Balance at December 31, 2021 3,039,478 3,998,034 — Payments of Bethard contingent consideration — (165,811 ) — Change in fair value of Bethard contingent consideration liability (Note 3) — (99,247 ) — Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12) (2,677,898 ) — — Change in the fair value of the derivative liability on Senior Convertible Note (Note 12) — — 20,573,051 Balance at March 31, 2022 $ 361,580 $ 3,732,976 $ 20,573,051 The Series A and Series B Warrants outstanding at March 31, 2022 were valued using a Monte Carlo valuation model with the following assumptions: Schedule of Warrants Outstanding March 31, 2022 June 30, 2021 Contractual term, in years 2.00 4.00 2.00 4.00 Expected volatility 123 141 % 120 140 % Risk-free interest rate 1.74 2.45 % 0.24 0.65 % Dividend yield — — Conversion / exercise price $ 17.50 $ 17.50 The value of the March 2022 Warrants issuance at March 2, 2022 were valued using a Monte Carlo valuation model with the following assumptions: March 2, 2022 Contractual term, in years 5.00 Expected volatility 139 % Risk-free interest rate 1.74 % Dividend yield — Conversion / exercise price $ 1.00 On issuance, the March 2022 Warrants were classified as a Level 3 instrument and were subsequently transferred out of Level 3 and classified as a Level 1, as subsequent valuations were based upon the market price of the warrants. At March 31, 2022 the March 2022 Warrants were valued using the market price. The value of the derivative liability on Senior Convertible Note at March 31, 2022 were valued using a Nonperformance risk adjusted Monte Carlo valuation model with the following assumptions: March 31, 2022 Contractual term, in years 1.17 Expected volatility 133.5 % Asset volatility 80.68 % Risk-free interest rate 1.73 % Dividend yield — Conversion / exercise price $ 2.1832 The fair value of a derivative instrument in a liability position includes measures of the Company’s nonperformance risk. Significant changes in nonperformance risk used in the fair value measurement of the derivative liability may result in a significantly changes to the fair value measurement. The cash liability calculated under the terms of the New Note of approximately $ 80,000,000 20,573,051 The following is information relative to the Company’s derivative instruments in the condensed consolidated balance sheet as of March 31, 2022: Schedule of Balance Sheet Derivative Instruments Derivatives Not Designated as Hedging Instruments Balance Sheet Location March 31, 2022 June 30, 2021 Derivative liability on Senior Convertible Note (Note 12) Derivative liability $ 20,573,051 $ - The effect of the derivative instruments on the unaudited condensed consolidated statements of operations is as follows: Schedule of Statement of Operation Derivative Instruments Amount of Gain (Loss) Recognized in Income on Derivatives Three months ended March 31, Nine months ended March 31, Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Income on Derivatives 2022 2021 2022 2021 Derivative liability on Senior Convertible Note (Note 12) Change in fair value of derivative liability on Senior Convertible Note $ (20,573,051 ) $ - $ (22,055,672 ) $ - Argyll Warrant Valuation During the year ended June 30, 2021, the Company issued 1,000,000 8.00 5,488,171 3,387,218 2,100,953 8.00 187.40% 0.48% three years 0 8.00 183.25% 0.28% 2 years and 10 months 0 Subsequent to September 30, 2020, the holder of the warrants issued in the Argyll acquisition exercised the warrants resulting in the issuance of 1,000,000 2,738,095 15,480,000 8,000,000 7,480,000 Assets Measured on a Nonrecurring Basis Assets that are measured at fair value on a nonrecurring basis are remeasured when carrying value exceeds fair value. This includes the evaluation of long-lived assets, goodwill and other intangible assets for impairment. The Company’s estimates of fair value required it to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances that might directly impact each of the relevant asset groups’ operations in the future and are therefore uncertain. The carrying value of the assets after any impairment approximates fair value. The Company assesses the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the fair value of goodwill, using the income approach. Inputs used to calculate the fair value based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant. The Company uses undiscounted future cash flows of the asset or asset group for equipment and intangible assets. During the three and nine months ended March 31, 2022, the Company wrote down certain long-lived assets other than goodwill related to the same reporting unit to fair value. The Company estimated the fair value when conducting the long-lived asset impairment tests primarily using an income approach and used a variety of unobservable inputs and underlying assumptions consistent with those discussed above for purposes of our goodwill impairment test. During the three and nine months ended March 31, 2022, the Company recognized asset impairment charges to the goodwill and long-lived assets of the EGL, GGC and Helix reporting units (See Notes 6, 7 and 11). |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18 – Income Taxes The Company’s provision for income taxes for the three and nine months ended March 31, 2022 and 2021 is as follows: Schedule of Provision for Income Taxes 2022 2021 2022 2021 March 31 March 31 Three months ended Nine months ended March 31 March 31 2022 2021 2022 2021 Income tax benefit (expense) $ (431 ) $ — $ 5,503,430 $ — Management’s expected annualized effective tax rate would be 0 21% For the nine months ended March 31, 2022, the Company recorded a discrete income tax benefit of $ 5,503,430 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Events Over-Allotment option On April 1, 2022 the underwriters of the March 2022 Offering exercised the Over-Allotment option of 2,250,000 0.01 20,925 Failure to Satisfy Nasdaq Continued Listing Rule or Standard On April 11, 2022, the Company received a deficiency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC indicating 1.00 In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of such notice, or until October 8, 2022, to regain compliance with the minimum bid price requirement. To regain compliance, the bid price for the Company’s common stock must close at $ 1.00 Nasdaq’s written notice has no effect on the listing or trading of the Company’s common stock at this time, and the Company is currently evaluating its alternatives to resolve this listing deficiency. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Pursuant to the rules and regulations of the SEC, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. The unaudited condensed consolidated financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the annual period ended June 30, 2021. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. |
Reportable Segment | Reportable Segment The Company determined it has one reportable segment. This determination considers the organizational structure of the Company and the nature of financial information available and reviewed by the chief operating decision maker to assess performance and make decisions about resource allocations. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations or total assets, liabilities and stockholders’ equity (deficit). |
Use of estimates | Use of estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the valuation and recoverability of goodwill and intangible assets, the accounting for business combinations, including estimating contingent consideration and allocating purchase price, estimating fair value of intangible assets, estimating the useful life of fixed assets and intangible assets, as well as the estimates related to accruals and contingencies. |
Liquidity and Going Concern | Liquidity and Going Concern The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these unaudited condensed consolidated financial statements. One such factor considered by the Company is its compliance with certain debt covenants under terms of the Senior Convertible Note (the “Senior Convertible Note” or “New Note”). The Company has not maintained compliance with certain debt covenants and is currently in default under the terms of the Senior Convertible Note. On February 28, 2022 the Company exchanged the existing Senior Convertible Note (the “Old Senior Convertible Note”) with the New Note resulting in the increase of the principal outstanding balance of indebtedness from the carrying value of $ 29,150,001 , as adjusted for the conversions of principal and Premium on Principal through February 22, 2022, to $ 35,000,000 . The New Note is classified as a current liability on the unaudited condensed consolidated balance sheet as it may be redeemed by the holder prior to its maturity date. The Company has also recorded a derivative liability for the alternate conversion in the Senior Convertible Note of $ 20,573,051 in current liabilities on the unaudited condensed consolidated balance sheet that may be due to the holder as part of the make-whole liability under the default terms of the Senior Convertible Note. The cash liability calculated under the terms of the New Note of approximately $ 80,000,000 is materially higher than the fair value of the derivative liability of $ 20,573,051 calculated at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note In addition to compliance with debt covenants, the Company has considered historical losses and negative cash flows from operations in its evaluation of going concern. The Company has also considered its liquidity and future market and economic conditions as it relates to obtaining financing and generating future profits. On March 2, 2022 the Company closed an offering (the “March 2022 Offering”) in which it sold 15,000,000 units at $ 1.00 consisting of one share of common stock and one warrant for a total of 15,000,000 warrants with an exercise price of $ 1.00 (the “March 2022 Warrants”). The March 2022 Offering provided net cash proceeds of $ 13,605,000 . As of March 31, 2022, the Company had $ 9,404,637 of available cash on-hand and net current liabilities of $ 59,195,096 . The amount of available cash on hand on May 20, 2022, one business day preceding this filing, was $ 5,592,250 The Company believes that its current level of cash and cash equivalents are not sufficient to fund its operations and obligations without additional financing. Although the Company has financing available, as further described below, the ability to raise financing using these sources is subject to several factors, including market and economic conditions, performance, and investor sentiment as it relates to the Company and the esports and iGaming industry. The combination of these conditions was determined to raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. In determining whether the Company can overcome the presumption of substantial doubt about its ability to continue as a going concern, the Company may consider the effects of any mitigating plans for additional sources of financing. The Company identified additional financing sources it believes are currently available to fund its operations and drive future growth that include (i) the potential proceeds from the exercise of the 15,000,000 March 2022 Warrants exercisable at $ 1.00 , outstanding at March 31, 2022, (ii) the ability to access capital using the at-the-money (“ATM”) equity offering program available to the Company whereby the Company can sell shares to raise gross proceeds up to $ 20,000,000 (the Company has sold an aggregate of 1,165,813 shares through the ATM through May 20, 2022, one business day preceding this filing, for gross proceeds of $ 4,005,267 and had $ 15,994,733 of gross proceeds remaining under the ATM at May 20, 2022), (iii) the ability to sell shares of common stock of the Company through a shelf registration statement on Form S-3 (File No. 333-252370) declared effective by the Securities and Exchange Commission (SEC) on February 5, 2021, and (iv) the ability to raise additional financing from other sources. The Company is also in discussions with the Holder of the Senior Convertible Note to restructure the payment terms and debt covenants. These above plans are likely to require the Company to place reliance on several factors, including favorable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. COVID-19 The novel coronavirus (“COVID-19”) emerged in December 2019 and has since adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. The ongoing impacts of the COVID-19 pandemic has introduced material uncertainty and risk with respect to the Company and its performance, especially as it relates to in-person attendance at events and game centers. The Company has previously indicated that a significant or prolonged decrease in consumer spending on entertainment or leisure activities may have an adverse effect on demand for the Company’s product offerings, including in-person access to game centers and tournaments, reducing cash flows and revenues, and thereby materially harming the Company’s business, financial condition and results of operations. During the three months ended March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted. As such, the Company recognized an impairment of long-lived assets held by its EGL, and Helix businesses and impairment of goodwill held by its EGL, GGC and Helix businesses. See Notes 6, 7 and 11 for discussion of the asset impairment charges. The ultimate impact of the COVID-19 pandemic on other areas of the business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the continuing COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption and reduced operations. A materially disruptive resurgence of COVID-19 cases or the emergence of additional variants or strains of COVID-19 could cause other widespread or more severe impacts depending on where infection rates are highest. Any resulting financial impact cannot be reasonably estimated at this time but may have a material adverse impact on our business, financial condition and results of operations. The Company will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes cash on hand. Cash equivalents consist of highly liquid financial instruments purchased with an original maturity of three months or less. As of March 31, 2022 and June 30, 2021 the Company did not have any financial instruments classified as cash equivalents. At times, cash deposits inclusive of restricted cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Accounts are insured by the FDIC up to $ 250,000 |
Restricted Cash | Restricted Cash Restricted cash includes cash reserves maintained for compliance with gaming regulations that require adequate liquidity to satisfy the Company’s liabilities to customers. |
Receivables Reserved for Users | Receivables Reserved for Users User deposit receivables are stated at the amount the Company expects to collect from a payment processor. A user initiates a deposit with a payment processor, and the payment processor remits the deposit to the Company. The amount due from the payment processor is recorded as a receivable reserved for users on the unaudited condensed consolidated balance sheets. An allowance for doubtful accounts may be established if it is determined that the Company is unable to collect a receivable from a payment processor. An increase to the allowance for doubtful accounts is recognized as a loss within general and administrative expenses in the unaudited condensed consolidated statements of operations. The allowance for doubtful accounts is not material to the unaudited condensed consolidated financial statements. |
Liabilities to Customers | Liabilities to Customers The Company records liabilities to customers, also referred to as player liabilities, for the amounts that may be withdrawn by a player at a given time. The player liabilities include player deposits, bonuses or incentive awards and user winnings less withdrawals, tax withholdings and player losses. The Company maintains a restricted cash balance and player deposits held by third parties, recorded as receivables reserved for users on the unaudited condensed consolidated balance sheets, at levels equal to or exceeding its liabilities to customers. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The Company records the assets acquired, liabilities assumed and acquisition-related contingent consideration at fair value on the date of acquisition. The difference between the purchase price, including any contingent consideration, and the fair value of net assets acquired is recorded as goodwill. The Company may adjust the preliminary purchase price and purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances that impact the determination of fair value at the acquisition date. Any change in fair value of acquisition-related contingent consideration resulting from events after the acquisition date is recognized in earnings. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. |
Digital Assets | Digital Assets Digital assets are currently comprised of Ethereum cryptocurrency. The digital assets are included in current assets in the accompanying unaudited condensed consolidated balance sheets. The classification of digital assets as a current asset has been made after the Company’s consideration of the consistent daily trading volume on cryptocurrency exchange markets. There are no limitations or restrictions on the Company’s ability to sell digital assets, and the pattern of actual sales of digital assets by the Company. Digital assets purchased are recorded at cost and cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital asset at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Impairment losses of the Company’s digital assets were not material to the unaudited condensed consolidated financial statements for the three or nine months ended March 31, 2022. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. The Company generally liquidates its digital assets position monthly, or more frequently depending upon the market conditions. The Company’s recognized realized gains through the sale and disbursement of digital assets during the three and nine months ended March 31, 2022 and 2021 was not material to the unaudited condensed consolidated financial statements. At March 31, 2022, the Company’s digital assets were not material to the unaudited condensed consolidated financial statements. |
Goodwill | Goodwill Goodwill represents the excess of fair value of consideration paid for an acquired entity over the fair value of the assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but rather it is tested for impairment at the reporting unit level on an annual basis on April 1 for each fiscal year, or more often if events or changes in circumstances indicate that more likely than not the carrying amount of the asset may not be recoverable. A reporting unit represents an operating segment or a component of an operating segment. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss in accordance with Accounting Standards Update (“ASU”) No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment During the three and nine months ended March 31, 2022, the Company recognized goodwill impairment charges of $ 23,119,755 reducing the goodwill of the Helix and EGL and GGC reporting units, (see Note 7 for additional information regarding the goodwill impairment, and the effects on our business, financial condition, and results of operations). There were no goodwill impairment charges recorded during the three and nine months ended March 31, 2021. Changes in economic, regulatory and operating conditions and the continuing impact of COVID-19 could result in additional goodwill impairment in future periods. |
Intangible assets | Intangible assets Intangible assets with determinable lives consist of player relationships, developed technology and software, tradename and gaming licenses. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful lives of 5 10 2 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Equipment and other long-lived assets, including finite lived intangibles, are evaluated for impairment periodically or when events and circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation is required, an estimate of future undiscounted cash flows are determined through estimated disposition date of the asset. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value, considering external market participant assumptions. An estimation of future cash flows requires significant judgment as the Company makes assumptions about future results and market conditions. Since the determination of future cash flows is an estimate of future performance, there may be impairments recognized in future periods in the event future cash flows do not meet expectations. The Company recognized $ 13,484,122 for the impairment of the EGL and Helix tradenames and developed technology and software and the impairment of the GGC tradename and developed technology (see Note 7), $ 608,626 for the impairment of the EGL computer equipment and Helix game centers computer equipment, leasehold improvements and furniture and equipment (see Note 6), and $ 1,416,807 for the impairment of operating lease right-of-use assets for the Helix building rentals (see Note 11), in asset impairment charges in the unaudited condensed consolidated statements of operations. There were no impairment charges on other long-lived assets identified for the three and nine months ended March 31, 2021. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between U.S. GAAP treatment and tax treatment of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. |
Derivative Instruments | Derivative Instruments The Company evaluates its convertible notes and equity instruments, as well as warrants, to determine if those contracts or embedded components of those contracts qualify as derivatives (Note 12). The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability (Note 17). In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense (Note 17). In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current to correspond with its host instrument. The Company records the fair value of the remaining embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining embedded derivative warrants as other income or expense in the unaudited condensed consolidated statements of operations. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts contingent consideration resulting from a business combination, as well as derivative financial instruments and warrant liabilities to fair value on a recurring basis. Certain long-lived assets may be periodically required to be measured at fair value on a nonrecurring basis, including long-lived assets that are impaired. The fair value for other assets and liabilities such as cash, restricted cash, accounts receivable, receivables reserved for users, other receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and liabilities to customers have been determined to approximate carrying amounts due to the short maturities of these instruments. The fair value of the Senior Convertible Note and lease liabilities approximate their carrying value based on current interest and discount rates. |
Earnings Per Share | Earnings Per Share Basic income (loss) per share is calculated using the two-class method. Under the two-class method, basic income (loss) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted income (loss) per share is computed similar to basic income (loss) per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued if such additional common shares were dilutive. Diluted income (loss) per share includes the effect of potential common shares, such as the Company’s preferred stock, notes, warrants and stock options, to the extent the effect is dilutive. As the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded, as their effect would be anti-dilutive. The following securities were excluded from weighted average diluted common shares outstanding for the three and nine months ended March 31, 2022 and 2021 because their inclusion would have been antidilutive: Schedule of Weighted Average Diluted Common Shares Outstanding As of March 31, 2022 2021 Common stock options 1,359,401 481,676 Common stock warrants 20,350,558 1,415,991 Common stock issuable upon conversion of senior convertible note 16,031,513 — 10% Series A cumulative redeemable convertible preferred stock 835,950 — Total 38,577,422 1,897,667 |
Revenue and Cost Recognition | Revenue and Cost Recognition The revenue of the Company is currently generated from online casino and sports betting (referred to herein as “iGaming” revenue), as well from the provision of esports event and team management services. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers Revenue generating activities of the Company may be subject to value added tax (“VAT”) in certain jurisdictions in which the Company operates. Revenue is presented net of VAT in the consolidated statements of operations. VAT receivables and VAT payables are included in other receivables and accounts payable and accrued expenses, respectively on the consolidated balance sheets. Sales to customers do not have significant financing components or payment terms greater than 12 months. iGaming Revenue iGaming revenue is derived from the placement of bets by end-users, also referred to as customers, through online gaming sites. The transaction price in an iGaming contract, or Net Gaming Revenue (“NGR”), is the difference between gaming wins and losses, as further reduced by any nondiscretionary incentives awarded to the customer. Gaming transactions involve four performance obligations, namely the settlement of each individual bet, the honoring of discretionary incentives available to the customer through loyalty reward programs, the award of free spin and deposit match bonuses, and the winning of a casino jackpot. The total amount wagered by a customer is commonly referred to as the win or Gross Gaming Revenue (“GGR”). The GGR is allocated to each performance obligation using the relative standalone selling price (“SSP”) determined for iGaming contracts. Revenue recognition for individual wagers is recognized when the gaming occurs, as such gaming activities are settled immediately. The revenue allocated to incentives, such as loyalty points offered through a rewards program, is deferred and recognized as revenue when the loyalty points are redeemed. Revenue allocated to free spins and deposit matches, referred to as bonuses, are recognized at the time that they are wagered. The revenue for jackpot games is recognized when the jackpot is won by the customer. The Company applies a practical expedient by accounting for its performance obligations on a portfolio basis as iGaming contracts have similar characteristics. The Company expects the application of the revenue recognition guidance to a portfolio of iGaming contracts will not materially differ from the application of the revenue recognition guidance on an individual contract basis. The Company evaluates bets that its users place on websites owned by third party brands in order to determine whether it may recognize revenue on a gross basis, when acting as the principal provider of the wagering service, or on a net basis, when acting as an intermediary or agent. The principal in a wagering service involving a third party is generally the entity that controls the wagering service such that it has a right to the services being performed by the third party and can direct the third party in delivery of the service to its users. The Company records revenue on a gross basis as it has determined it is the principal in transactions involving third parties, such as revenue sharing arrangements, as it controls the wagering service being offered to the users such that it has a right to the service performed by third parties and can further direct third parties in providing services to users. The Company further records expenses related to its revenue sharing arrangements and other third-party iGaming expenses within costs of revenue in the consolidated statements of operations. Esports Gaming and Other Revenue The Company derives revenue from the operation of esports game centers, sales of subscriptions to access cloud-based software used by independent operators of game centers, as well as from consulting and data analytic services provided to game operators. The revenue from the operation of game centers by the Company is recognized when a customer purchases time to use the esports gaming equipment at each center. The revenue from time purchased by a customer and from the sale of concessions is recognized at the point of sale. The revenue derived from the sale of subscription services to cloud-based software used by game centers is recognized over the term of the contract, which generally can range from one month to one year in duration, beginning on the date the customer is provided access to the Company’s hosted software platform. The software subscriptions also allow for game center operators to enable their equipment to mine cryptocurrency when gaming stations are not in use by the end user. The software allows the participating game center operators to contribute their computer power for the purpose of adding a block to the blockchain within a mining pool where the Company and the participating game center operators are participants. The Company’s software enables the participating game center operators to enter into mining pools with mining pool operators to provide computing power to the mining pool to mine cryptocurrency digital assets. The Company and the participating game center operators are entitled to a fractional share of the fixed cryptocurrency digital asset award the mining pool operator receives (less transaction fees to the mining pool operator) for successfully adding a block to the blockchain. The Company and participating game center operators’ fractional share is based on the proportion of computing power contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. A digital asset award is received by the Company from the mining pool, in the form of crypto currency (i.e. Ethereum), for successfully adding a block to the blockchain. The Company records a payable for the amount due to each participating game center operator, in the form of U.S. dollars, based on the participating game center operators’ computing power contributed toward the mining of the award less a fee charged by the Company. The amounts due to the participating game center operators are paid in U.S. dollars. The Company recognizes the fair value of the digital awards, net of fees and amounts payable to the game center operators, as revenue at the time the digital award is added to the blockchain using the price of the digital coin quoted in U.S. dollars. The transaction consideration of the digital award the Company receives, if any, is non-cash consideration. The Company records revenue on a net basis as it has determined it is the agent in the transactions with the mining pool and facilitates the provision of the computing power and payments for the participating game center operators. The transaction consideration for the mining of cryptocurrency is variable consideration as it is based on the number of blocks added to the blockchain and the amount of the digital asset received from the mining pool. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the Financial Accounting Standards Board (“FASB”), the Company may be required to change its policies, which could impact the Company’s consolidated financial position and results from operations. The Company further provides consultation services related to the use of hardware and equipment for gaming operations together with implementation services that include sourcing, training, planning, and installation of technology. The Company considers services related to hardware and equipment, implementation, and any design of user interface for the customer as separate performance obligations. Revenue for hardware equipment and design of custom user interface is recognized at a point in time upon delivery and completion. Implementation services are recognized over time, as services are performed. The Company also has contracts with software companies to provide talent data analytics and related esports services, which include analytic development, other related services to develop software and applications for tournaments, to provide data support, data gathering, gameplay analysis and reporting which includes talent analytics and related esports services, including analytic development, data analysis, survey design, interview services, player dossiers, and expert services. The Company recognizes revenue from its data analytic services over the life of the contract utilizing the output method, using a direct measurement of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contact. The Company elected to use the right to invoice practical expedient and recognize revenue based on the amounts invoiced. The payment terms and conditions vary by contract; however, the Company’s terms generally require payment within 30 to 60 days from the invoice date. The Company has partnership contracts with strategic customers within the esports industry. The partnership contracts are negotiated agreements, which contain both licensing arrangements of intellectual property and development services, including fixed and variable components. The variability of revenue is driven by development plans and results of sales as specified by the partnership contract, which are known as of an invoice date. Partnership contracts generally do not have terms that extend beyond one year. The Company considers licensing arrangements and development services as separate performance obligations. Licensing revenues are recorded over time. Revenue associated with development is recognized over time, as labor is incurred. Contracts that contain multiple performance obligations require an allocation of the transaction price to each distinct performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account the Company’s overall pricing objectives, considering market conditions and other factors, including the value of the deliverables in the contracts, customer demographics, geographic locations, and the number and types of users within the contracts. Esports Event Management and Team Service Revenue The Company derives revenue from esports event management and team services. Esports event management services support the creation, production and delivery of an esports event by providing event staffing, gaming consoles, and other technical goods and services for a customer event that is either hosted live in person or online. The revenue generated from esports event management services is generally earned on a fixed fee basis per event. The esports team services offerings of the Company include recruitment and management services offered to sports clubs to facilitate their entrance into esports tournament competition. Team services provided to a customer may include player recruitment, administration of player contracts, processing of tournament admission, providing logistical arrangements, as well as providing ongoing support to the team during the event. Team services are earned on a fixed fee basis per tournament. Esports event management and team services revenues are recognized over the term of the event or the relevant contractual term for services as this method best depicts the transfer of control to the customer. The Company recognizes revenue for event management services based on the number of days completed for the event relative to the total days of the event. Revenue from team management services is recognized from inception of the contract through the end of the tournament using the number of days completed relative to the total number of days in the contract term. Revenue collected in advance of the event management or team services is recorded as deferred revenue on the consolidated balance sheets. The Company may also enter into profit sharing arrangements which are determined based on the net revenue earned by the customer for an event in addition to a fixed fee. Revenue recognition for profit sharing arrangements is recognized at the time the revenue from the event is determined, which is generally at the conclusion of the event. An event or team services contact may further require the Company to distribute payments to event or tournament attendees resulting in the recognition of a processing fee by the Company. The Company does not recognize revenue from the processing of payments until the conclusion of the event or tournament. The Company evaluates the service being provided under an esports event and team services contract to determine whether it should recognize revenue on a gross basis as the principal provider of the service, or on a net basis in a manner similar to that of an agent. The Company has determined that for esports event and team services contracts that allow for the assignment of individual tasks to a third-party contractor, the Company acts as the principal provider of the service being offered to the customer as it remains primarily responsible for fulfilling the contractual promise to the customer. In profit sharing arrangements, such as events that allow for the Company to share in the revenue earned by a customer for an event, the Company has determined it acts in the role of an agent to the customer as the event creator. The Company has also determined it acts as an agent when it collects a processing fee for performing the service of distributing prize money on behalf of its customers to event or tournament winners. Contract Liabilities Liabilities to customers include both player liabilities, consisting of a free spin bonus and a deposit match bonus, and the player reward liabilities. The free spin bonus provides the user the opportunity to a free play, or otherwise spin, on an iGaming casino slot machine without withdrawing a bet amount from the player’s account. The deposit match bonus matches a player’s deposit up to a certain specified percentage or amount. These bonuses represent consideration payable to a customer and therefore are treated as a reduction of the transaction price in determining NGR. The Company also offers non-discretionary loyalty rewards points to customers that can be redeemed for free play or cash. The Company allocates revenue from wagers to loyalty points rewards earned by users, thereby deferring a portion of revenue from users that participate in a loyalty reward program. The amount of revenue deferred related to loyalty points available to users is based on the estimated fair value of the loyalty point incentive available to the user. The Company also records payments received in advance of performance under an esports gaming services contract or event management or team services contract as deferred revenue. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (ASC 350). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Diluted Common Shares Outstanding | The following securities were excluded from weighted average diluted common shares outstanding for the three and nine months ended March 31, 2022 and 2021 because their inclusion would have been antidilutive: Schedule of Weighted Average Diluted Common Shares Outstanding As of March 31, 2022 2021 Common stock options 1,359,401 481,676 Common stock warrants 20,350,558 1,415,991 Common stock issuable upon conversion of senior convertible note 16,031,513 — 10% Series A cumulative redeemable convertible preferred stock 835,950 — Total 38,577,422 1,897,667 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Purchase Price Allocation of Acquisition | The preliminary estimate of the purchase consideration, pending the completion of a final valuation to calculate the fair value of the contingent cash consideration, is as follows: Schedule of Preliminary Purchase Price Allocation of Acquisition Cash paid at closing $ 15,346,019 Second Payment 4,721,852 Total cash consideration paid for Bethard 20,067,871 Contingent cash consideration 6,700,000 Total preliminary purchase price consideration $ 26,767,871 The preliminary purchase price and purchase price allocation pending a final valuation of assets acquired and liabilities assumed is as follows: Receivables reserved for users $ 398,184 Intangible assets 17,300,000 Goodwill 11,924,685 Other non-current assets 1,180,463 Accrued liabilities (5,634 ) Player liability (396,827 ) Deferred income taxes (3,633,000 ) Total $ 26,767,871 |
Schedule of Fair Value of Acquired Intangible Assets | The acquired intangible assets, useful lives and a preliminary estimate of fair value at the acquisition date follows: Schedule of Fair Value of Acquired Intangible Assets Useful Life (years) Fair Value Tradename 10 $ 3,700,000 Player interface 5 1,200,000 Gaming licenses 2 700,000 Player relationships 5 11,700,000 Total $ 17,300,000 |
Schedule of Unaudited Pro Forma Operating Results | Schedule of Unaudited Pro Forma Operating Results Three months Nine months March 31, 2021 Net revenue $ 16,529,720 $ 46,328,019 Net loss $ 15,438,412 $ 30,699,925 Net loss per common share, basic and diluted $ (0.80 ) $ (1.78 ) |
Other Receivables (Tables)
Other Receivables (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Other Receivables | The components of other receivables are as follows: Schedule of Other Receivables March 31, 2022 June 30, 2021 Marketing receivables from revenue partners $ 136,620 $ 233,725 Receivable from revenue sharing arrangement 130,865 137,461 Indirect taxes 709,045 135,676 Other 362,967 151,883 Other receivables $ 1,339,497 $ 658,745 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | The components of prepaid expenses and other current assets are as follows: Schedule of Prepaid Expenses and Other Current Assets March 31, 2022 June 30, 2021 Prepaid marketing costs $ 867,775 $ 1,727,669 Prepaid insurance 265,164 175,620 Other 594,628 1,361,055 Prepaid expenses and other current assets $ 1,727,567 $ 3,264,344 |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment | The components of equipment are as follows: Schedule of Equipment March 31, 2022 June 30, 2021 Computer equipment $ 156,728 $ 258,049 Furniture and equipment 98,207 249,070 Leasehold improvements - 221,787 Finance lease asset - 117,979 Equipment, at cost 254,935 846,885 Accumulated depreciation and finance lease amortization (118,323 ) (119,943 ) Equipment, net $ 136,612 $ 726,942 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A summary of the changes in the balance of goodwill is as follows: Schedule of Goodwill Nine months ended March 31, 2022 Goodwill, balance at beginning of year $ 40,937,370 Acquisition of Bethard 11,924,685 Impairment charges (23,119,755 ) Foreign currency translation – Fiscal 2022 (1,623,333 ) Goodwill, balance at end of period $ 28,118,967 |
Schedule of Intangible Assets | The intangible amounts comprising the intangible asset balance are as follows: Schedule of Intangible Assets March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradename $ 7,749,287 $ (710,536 ) $ 7,038,751 Developed technology and software 12,366,595 (2,192,419 ) 10,174,176 Gaming licenses 2,312,335 (1,411,248 ) 901,087 Player relationships 23,913,613 (4,698,603 ) 19,215,010 Internal-use software 536,182 (29,931 ) 506,251 Total $ 46,878,012 $ (9,042,737 ) $ 37,835,275 June 30, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradename $ 7,396,804 $ (257,018 ) $ 7,139,786 Developed technology and software 25,231,659 (1,242,605 ) 23,989,054 Gaming licenses 1,752,612 (573,876 ) 1,178,736 Player relationships 13,956,083 (1,253,135 ) 12,702,948 Internal-use software 777,171 (15,140 ) 762,031 Total $ 49,114,329 $ (3,341,774 ) $ 45,772,555 |
Schedule of Future Amortization of Intangible Assets | The estimated future amortization related to definite-lived intangible assets, including amortization related to the preliminary allocation of fair value to the intangible assets of Bethard, are as follows: Schedule of Future Amortization of Intangible Assets Remainder of fiscal 2022 $ 2,361,809 Fiscal 2023 8,904,614 Fiscal 2024 8,292,569 Fiscal 2025 8,292,569 Fiscal 2026 6,208,811 Thereafter 3,774,903 Total $ 37,835,275 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Non-Current Assets | The components of other non-current assets are as follows: Schedule of Other Non-Current Assets March 31, 2022 June 30, 2021 iGaming regulatory deposits $ 1,827,374 $ 755,474 iGaming deposit with service providers 298,255 434,738 Rent deposit 86,875 91,253 Other 5,156 33,544 Other non-current assets $ 2,217,660 $ 1,315,009 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Account Payable and Accrued Expenses | The components of accounts payable and accrued expenses are as follows: Schedule of Account Payable and Accrued Expenses March 31, 2022 June 30, 2021 Trade accounts payable $ 4,934,004 $ 2,609,212 Accrued marketing 2,541,785 1,582,470 Accrued payroll and benefits 1,006,365 1,093,263 Accrued gaming liabilities 1,253,626 758,536 Accrued professional fees 413,173 704,748 Accrued jackpot liabilities 306,782 432,504 Accrued other liabilities 2,517,285 988,082 Accrued legal settlement (Note 13) - 289,874 Total $ 12,973,020 $ 8,458,689 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of Assets and Liabilities Related to Operating Leases | Schedule of Assets and Liabilities Related to Operating Leases Condensed Consolidated Balance Sheet Caption March 31, 2022 June 30, 2021 Assets: Operating lease assets Operating lease right-of-use assets $ 221,332 $ 1,272,920 Finance lease assets Equipment, net - 114,540 Total lease assets $ 221,332 $ 1,387,460 Liabilities: Current: Operating lease liabilities Operating lease liability - current $ 585,786 $ 414,215 Operating lease liabilities, current Operating lease liability - current $ 585,786 $ 414,215 Finance lease liabilities Current portion of notes payable and other long-term debt 94,148 50,702 Finance lease liabilities, current Current portion of notes payable and other long-term debt 94,148 50,702 Long-term: Operating lease liabilities Operating lease liability - non-current 1,120,225 878,809 Operating lease liabilities, noncurrent Operating lease liability - non-current 1,120,225 878,809 Finance lease liabilities Notes payable and other long-term debt 85,052 63,161 Finance lease liabilities, noncurrent Notes payable and other long-term debt 85,052 63,161 Total lease liabilities $ 1,885,211 $ 1,406,887 |
Schedule of Weighted Average Remaining Lease Terms and Discount Rates | Weighted average remaining lease terms and discount rates follow: Schedule of Weighted Average Remaining Lease Terms and Discount Rates March 31, 2022 June 30, 2021 Weighted Average Remaining Lease Term (Years): Operating leases 3.99 4.11 Finance leases 2.20 2.50 Weighted Average Discount Rate: Operating leases 7.99 % 6.82 % Finance leases 8.00 % 8.00 % |
Schedule of Maturity of Operating Lease Liability | The future minimum lease payments at March 31, 2022 follows: Schedule of Maturity of Operating Lease Liability Operating Lease Finance Lease Remainder of fiscal 2022 $ 171,397 $ 26,043 Fiscal 2023 553,728 90,806 Fiscal 2024 569,642 65,454 Fiscal 2025 385,422 13,368 Fiscal 2026 227,802 - Thereafter 57,368 - Total lease payments 1,965,359 195,671 Less: imputed interest (259,348 ) (16,471 ) Present value of lease liabilities $ 1,706,011 $ 179,200 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The components of notes payable and other long-term debt are as follows: Schedule of Long-term Debt March 31, 2022 June 30, 2021 Notes payable $ 191,610 $ 330,654 Finance lease obligation (Note 11) 179,200 113,863 Total debt 370,810 444,517 Less current portion of notes payable and long-term debt (258,385 ) (223,217 ) Notes payable and other long-term debt $ 112,425 $ 221,300 |
Schedule of Maturities of Long-term Debt | The maturities of long-term debt are as follows: Schedule of Maturities of Long-term Debt Fiscal 2022 $ 258,385 Fiscal 2023 128,896 Total before unamortized discount 387,281 Less: unamortized discount and issuance costs 16,471 Total $ 370,810 |
Schedule Components of Long-term Debt | The components of our long-term debt including the Senior Convertible Note on the unaudited condensed consolidated balance sheet at March 31, 2022 follows: Schedule Components of Long-term Debt Current portion of notes payable and long-term debt $ 35,258,385 Notes payable and long-term debt (non-current) 112,425 Total $ 35,370,810 |
Revenue and Geographic Inform_2
Revenue and Geographic Information (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated by Revenue | A disaggregation of revenue by type of service for the three and nine months ended March 31, 2022 and 2021 is as follows: Schedule of Disaggregated by Revenue 2022 2021 2022 2021 Three months ended March 31, Nine months ended March 31, 2022 2021 2022 2021 Online betting and casino revenues $ 14,590,447 $ 5,225,053 $ 41,692,731 $ 7,650,840 Esports and other revenues 1,109,140 173,655 4,946,194 332,453 Total $ 15,699,587 $ 5,398,708 $ 46,638,925 $ 7,983,293 |
Schedule of Revenues with Customers Disaggregated by Geographical Area | A summary of revenue by geography for the three and nine months ended March 31, 2022 and 2021 is as follows: Schedule of Revenues with Customers Disaggregated by Geographical Area 2022 2021 2022 2021 Three months ended March 31, Nine months ended March 31, 2022 2021 2022 2021 United States $ 1,046,639 $ 124,059 $ 4,255,482 $ 280,974 International 14,652,948 5,274,649 42,383,443 7,702,319 Total $ 15,699,587 $ 5,398,708 $ 46,638,925 $ 7,983,293 |
Schedule of Long-Lived Assets by Geography | A summary of long-lived assets by geography is as follows: Schedule of Long-Lived Assets by Geography March 31, 2022 June 30, 2021 United States $ 8,591,077 $ 48,081,926 International 59,938,769 41,942,870 Total $ 68,529,846 $ 90,024,796 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of the warrant activity follows: Schedule of Warrant Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life (Years) Intrinsic Value Outstanding, July 1, 2020 5,264,592 $ 4.28 0.86 $ 14,654,296 Issued 5,603,674 14.38 Exercised ( 5,503,167 ) 4.88 Exchanged — — Forfeited or cancelled ( 14,541 ) 4.25 Outstanding, June 30, 2021 5,350,558 14.19 3.14 8,743,588 Issued — — Exercised — — Forfeited or cancelled — — Outstanding, September 30, 2021 5,350,558 14.19 2.89 3,138,768 Issued — — Exercised — — Forfeited or cancelled — — Outstanding, December 31, 2021 5,350,558 14.19 2.64 — Issued 15,000,000 1.00 Exercised — — Forfeited or cancelled — — Outstanding, March 31, 2022 20,350,558 $ 4.47 4.26 $ — |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Outstanding, June 30, 2021 474,676 $ 5.49 Granted — — Exercised (8,500 ) — Cancelled — — Outstanding, September 30, 2021 466,176 5.41 Granted 1,120,150 6.71 Exercised (5,500 ) 4.82 Cancelled (50,675 ) 9.11 Outstanding, December 31, 2021 1,530,151 6.27 Granted — — Exercised — — Cancelled (170,750 ) 6.19 Outstanding, March 31, 2022 1,359,401 $ 6.28 |
Schedule of Weighted Average Assumptions Valued Using Black-Scholes Option Pricing Model | Schedule of Weighted Average Assumptions Valued Using Black-Scholes Option Pricing Model Nine months ended March 31, 2022 Expected term, in years 2.81 Expected volatility 150.82 % Risk-free interest rate 0.45 % Dividend yield — Grant date fair value $ 5.33 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments | The following financial instruments were measured at fair value on a recurring basis: Schedule of Fair Value of Financial Instruments March 31, 2022 Total Level 1 Level 2 Level 3 Contingent consideration (Note 3) $ 3,732,976 $ — $ — $ 3,732,976 Liability for the March 2022 Warrants (Note 12) $ 4,050,000 $ 4,050,000 $ — $ — Liability for the Series A and Series B Warrants (Note 12) $ 361,580 $ — $ — $ 361,580 Derivative liability on Senior Convertible Note (Note 12) $ 20,573,051 $ — $ — $ 20,573,051 June 30, 2021 Total Level 1 Level 2 Level 3 Liability for the Series A and Series B Warrants (Note 12) $ 23,500,000 $ — $ — $ 23,500,000 |
Summary of the Changes in Level 3 Financial Instruments | A summary of the changes in Level 3 financial instruments for the three and nine months ended March 31, 2022 is as follows: Summary of the Changes in Level 3 Financial Instruments Warrant Contingent Consideration Derivative liability on Senior Convertible Note Balance at June 30, 2021 $ 23,500,000 $ — $ — Fair value of contingent consideration for Bethard at acquisition (Note 3) — 6,700,000 — Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12) (11,808,600 ) — — Balance at September 30, 2021 11,691,400 6,700,000 — Payments of Bethard contingent consideration — (850,520 ) — Change in fair value of Bethard contingent consideration liability (Note 3) — (1,851,446 ) — Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12) (8,651,922 ) — — Balance at December 31, 2021 3,039,478 3,998,034 — Payments of Bethard contingent consideration — (165,811 ) — Change in fair value of Bethard contingent consideration liability (Note 3) — (99,247 ) — Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12) (2,677,898 ) — — Change in the fair value of the derivative liability on Senior Convertible Note (Note 12) — — 20,573,051 Balance at March 31, 2022 $ 361,580 $ 3,732,976 $ 20,573,051 |
Schedule of Warrants Outstanding | The Series A and Series B Warrants outstanding at March 31, 2022 were valued using a Monte Carlo valuation model with the following assumptions: Schedule of Warrants Outstanding March 31, 2022 June 30, 2021 Contractual term, in years 2.00 4.00 2.00 4.00 Expected volatility 123 141 % 120 140 % Risk-free interest rate 1.74 2.45 % 0.24 0.65 % Dividend yield — — Conversion / exercise price $ 17.50 $ 17.50 The value of the March 2022 Warrants issuance at March 2, 2022 were valued using a Monte Carlo valuation model with the following assumptions: March 2, 2022 Contractual term, in years 5.00 Expected volatility 139 % Risk-free interest rate 1.74 % Dividend yield — Conversion / exercise price $ 1.00 On issuance, the March 2022 Warrants were classified as a Level 3 instrument and were subsequently transferred out of Level 3 and classified as a Level 1, as subsequent valuations were based upon the market price of the warrants. At March 31, 2022 the March 2022 Warrants were valued using the market price. The value of the derivative liability on Senior Convertible Note at March 31, 2022 were valued using a Nonperformance risk adjusted Monte Carlo valuation model with the following assumptions: March 31, 2022 Contractual term, in years 1.17 Expected volatility 133.5 % Asset volatility 80.68 % Risk-free interest rate 1.73 % Dividend yield — Conversion / exercise price $ 2.1832 |
Schedule of Balance Sheet Derivative Instruments | The following is information relative to the Company’s derivative instruments in the condensed consolidated balance sheet as of March 31, 2022: Schedule of Balance Sheet Derivative Instruments Derivatives Not Designated as Hedging Instruments Balance Sheet Location March 31, 2022 June 30, 2021 Derivative liability on Senior Convertible Note (Note 12) Derivative liability $ 20,573,051 $ - |
Schedule of Statement of Operation Derivative Instruments | The effect of the derivative instruments on the unaudited condensed consolidated statements of operations is as follows: Schedule of Statement of Operation Derivative Instruments Amount of Gain (Loss) Recognized in Income on Derivatives Three months ended March 31, Nine months ended March 31, Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Income on Derivatives 2022 2021 2022 2021 Derivative liability on Senior Convertible Note (Note 12) Change in fair value of derivative liability on Senior Convertible Note $ (20,573,051 ) $ - $ (22,055,672 ) $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The Company’s provision for income taxes for the three and nine months ended March 31, 2022 and 2021 is as follows: Schedule of Provision for Income Taxes 2022 2021 2022 2021 March 31 March 31 Three months ended Nine months ended March 31 March 31 2022 2021 2022 2021 Income tax benefit (expense) $ (431 ) $ — $ 5,503,430 $ — |
Schedule of Weighted Average Di
Schedule of Weighted Average Diluted Common Shares Outstanding (Details) - shares | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 38,577,422 | 1,897,667 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,359,401 | 481,676 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 20,350,558 | 1,415,991 |
Senior Convertible Note [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 16,031,513 | |
10% Series A Cumulative Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 835,950 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | May 20, 2022 | May 20, 2022 | Mar. 02, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||||||||||
Long-Term Debt, Gross | $ 35,370,810 | $ 35,370,810 | ||||||||
Derivative Liability, Current | 20,573,051 | $ 20,573,051 | ||||||||
Derivative cash liability | $ 80,000,000 | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 15,000,000 | |||||||||
Share Price | $ 2.1832 | $ 2.1832 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | $ 1 | |||||||
Cash and Cash Equivalents, at Carrying Value | $ 9,404,637 | $ 16,880,683 | $ 9,404,637 | $ 16,880,683 | $ 19,917,196 | $ 12,353,307 | ||||
Other Liabilities, Current | 59,195,096 | 59,195,096 | ||||||||
Cash | $ 5,592,250 | $ 5,592,250 | ||||||||
Goodwill, Impairment Loss | 23,119,755 | |||||||||
Impairment of Intangible Assets, Finite-Lived | 0 | 0 | ||||||||
Asset Impairment Charges | 38,629,310 | 38,629,310 | ||||||||
Helix Holdings LLC [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Impairment of Intangible Assets, Finite-Lived | 13,484,122 | |||||||||
Asset Impairment Charges | 608,626 | |||||||||
Operating Lease, Impairment Loss | $ 1,416,807 | |||||||||
Player Relationships and Developed Technology and Software [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Intangible assets estimated life | 5 years | |||||||||
Tradename [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Intangible assets estimated life | 10 years | |||||||||
Gaming Licenses [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Intangible assets estimated life | 2 years | |||||||||
Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
FDIC insured amount | $ 250,000 | $ 250,000 | ||||||||
March 2022 Offering [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 15,000,000 | |||||||||
Share Price | $ 1 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,000,000 | 15,000,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | ||||||||
Proceeds from Issuance or Sale of Equity | $ 13,605,000 | |||||||||
March 2022 Warrants [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,000,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||
ATM Offering [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 4,005,267 | |||||||||
ATM Offering [Member] | Subsequent Event [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,165,813 | |||||||||
Proceeds from Issuance or Sale of Equity | $ 4,005,267 | |||||||||
Sale of Stock, Consideration Received on Transaction | 15,994,733 | $ 15,994,733 | ||||||||
ATM Offering [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 20,000,000 | |||||||||
Exchange Agreement [Member] | New Note [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Long-Term Debt, Gross | $ 35,000,000 | $ 35,000,000 | $ 29,150,001 |
Schedule of Preliminary Purchas
Schedule of Preliminary Purchase Price Allocation of Acquisition (Details) | Jul. 13, 2021USD ($) | Jul. 13, 2021EUR (€) | Jul. 13, 2021USD ($) | Mar. 31, 2022USD ($) | Jun. 30, 2021USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 28,118,967 | $ 40,937,370 | |||
Bethard Group Limited [Member] | |||||
Business Acquisition [Line Items] | |||||
Total cash consideration paid | $ 20,067,871 | ||||
Contingent cash consideration | $ 6,700,000 | 6,700,000 | $ 1,016,331 | ||
Total preliminary purchase price consideratio | 8,971,519 | € 7,600,000 | 26,767,871 | ||
Receivables reserved for users | 398,184 | 398,184 | |||
Intangible assets | 17,300,000 | 17,300,000 | |||
Goodwill | 11,924,685 | 11,924,685 | |||
Other non-current assets | 1,180,463 | 1,180,463 | |||
Accrued liabilities | (5,634) | (5,634) | |||
Player liability | (396,827) | (396,827) | |||
Deferred income taxes | (3,633,000) | (3,633,000) | |||
Total | 26,767,871 | 26,767,871 | |||
Initial Payment [Member] | Bethard Group Limited [Member] | |||||
Business Acquisition [Line Items] | |||||
Total cash consideration paid | 15,346,019 | 13,000,000 | 15,346,019 | ||
Second Payment [Member] | Bethard Group Limited [Member] | |||||
Business Acquisition [Line Items] | |||||
Total cash consideration paid | $ 4,721,852 | € 4,000,000 | $ 4,721,852 |
Schedule of Fair Value of Acqui
Schedule of Fair Value of Acquired Intangible Assets (Details) - Bethard Group Limited [Member] | Jul. 13, 2021USD ($) |
Business Acquisition [Line Items] | |
Fair value of acquired Intangible assets | $ 17,300,000 |
Trade Names [Member] | |
Business Acquisition [Line Items] | |
Acquired intangible assets, useful lives (years) | 10 years |
Fair value of acquired Intangible assets | $ 3,700,000 |
Player Interface [Member] | |
Business Acquisition [Line Items] | |
Acquired intangible assets, useful lives (years) | 5 years |
Fair value of acquired Intangible assets | $ 1,200,000 |
Gaming Licenses [Member] | |
Business Acquisition [Line Items] | |
Acquired intangible assets, useful lives (years) | 2 years |
Fair value of acquired Intangible assets | $ 700,000 |
Player Relationships [Member] | |
Business Acquisition [Line Items] | |
Acquired intangible assets, useful lives (years) | 5 years |
Fair value of acquired Intangible assets | $ 11,700,000 |
Schedule of Unaudited Pro Forma
Schedule of Unaudited Pro Forma Operating Results (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net revenue | $ 16,529,720 | $ 46,328,019 |
Net loss | $ 15,438,412 | $ 30,699,925 |
Net loss per common share, basic and diluted | $ (0.80) | $ (1.78) |
Business Acquisitions (Details
Business Acquisitions (Details Narrative) | Jul. 13, 2021USD ($) | Jul. 13, 2021EUR (€) | Jul. 13, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2022EUR (€) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) |
Business Acquisition [Line Items] | |||||||||||
Regulatory deposit | $ 20,067,871 | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 3,732,976 | 3,732,976 | $ 3,998,034 | $ 6,700,000 | |||||||
Changes in fair value contingent consideration | 99,247 | $ (1,305,804) | 1,950,693 | $ (1,305,804) | |||||||
Bethard Group Limited [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase | $ 20,067,871 | ||||||||||
Regulatory deposit | $ 1,180,463 | € 1,000,000 | |||||||||
Purchase consideration | $ 8,971,519 | € 7,600,000 | 26,767,871 | ||||||||
Business Combination, Contingent Consideration Arrangements, Description | The preliminary estimated contingent cash consideration assumes a cash payment equal to 15% of net gaming revenue for Bethard Business through the Additional Payment Due Date as set forth through the Second Payment Due Date estimated to be approximately four months at acquisition, then reverting to 12% thereafter for the remainder of a two-year period following the acquisition date | The preliminary estimated contingent cash consideration assumes a cash payment equal to 15% of net gaming revenue for Bethard Business through the Additional Payment Due Date as set forth through the Second Payment Due Date estimated to be approximately four months at acquisition, then reverting to 12% thereafter for the remainder of a two-year period following the acquisition date | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | $ 6,700,000 | 6,700,000 | 1,016,331 | ||||||||
Business Combination, Contingent Consideration, Liability | 3,732,976 | 3,732,976 | |||||||||
Changes in fair value contingent consideration | $ 99,247 | 1,950,693 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 498,417 | € 422,222 | |||||||||
Business transactions, net expenses | 1,005,595 | ||||||||||
Business combination, acquisition related costs | $ 255,481 | ||||||||||
Bethard Group Limited [Member] | Initial Payment [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase | 15,346,019 | € 13,000,000 | 15,346,019 | ||||||||
Bethard Group Limited [Member] | Second Payment [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase | $ 4,721,852 | € 4,000,000 | $ 4,721,852 |
Schedule of Other Receivables (
Schedule of Other Receivables (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Receivables [Abstract] | ||
Marketing receivables from revenue partners | $ 136,620 | $ 233,725 |
Receivable from revenue sharing arrangement | 130,865 | 137,461 |
Indirect taxes | 709,045 | 135,676 |
Other | 362,967 | 151,883 |
Other receivables | $ 1,339,497 | $ 658,745 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Prepaid Expenses And Other Current Assets | ||
Prepaid marketing costs | $ 867,775 | $ 1,727,669 |
Prepaid insurance | 265,164 | 175,620 |
Other | 594,628 | 1,361,055 |
Prepaid expenses and other current assets | $ 1,727,567 | $ 3,264,344 |
Schedule of Equipment (Details)
Schedule of Equipment (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Equipment, at cost | $ 254,935 | $ 846,885 |
Accumulated depreciation and finance lease amortization | (118,323) | (119,943) |
Equipment, net | 136,612 | 726,942 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, at cost | 156,728 | 258,049 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, at cost | 98,207 | 249,070 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, at cost | 221,787 | |
Finance Lease Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, at cost | $ 117,979 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Depreciation, Depletion and Amortization, Nonproduction | $ 50,244 | $ 26,242 | $ 109,852 | $ 51,582 |
Asset Impairment Charges | $ 38,629,310 | 38,629,310 | ||
Helix Holdings LLC [Member] | ||||
Asset Impairment Charges | $ 608,626 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) | 9 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, balance at beginning of year | $ 40,937,370 |
Acquisition of Bethard | 11,924,685 |
Impairment charges | (23,119,755) |
Foreign currency translation – Fiscal 2022 | (1,623,333) |
Goodwill, balance at end of period | $ 28,118,967 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 46,878,012 | $ 49,114,329 |
Accumulated Amortization | (9,042,737) | (3,341,774) |
Net Carrying Amount | 37,835,275 | 45,772,555 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,749,287 | 7,396,804 |
Accumulated Amortization | (710,536) | (257,018) |
Net Carrying Amount | 7,038,751 | 7,139,786 |
Developed Technology and Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,366,595 | 25,231,659 |
Accumulated Amortization | (2,192,419) | (1,242,605) |
Net Carrying Amount | 10,174,176 | 23,989,054 |
Gaming Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,312,335 | 1,752,612 |
Accumulated Amortization | (1,411,248) | (573,876) |
Net Carrying Amount | 901,087 | 1,178,736 |
Player Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23,913,613 | 13,956,083 |
Accumulated Amortization | (4,698,603) | (1,253,135) |
Net Carrying Amount | 19,215,010 | 12,702,948 |
Internal-use Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 536,182 | 777,171 |
Accumulated Amortization | (29,931) | (15,140) |
Net Carrying Amount | $ 506,251 | $ 762,031 |
Schedule of Future Amortization
Schedule of Future Amortization of Intangible Assets (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of fiscal 2022 | $ 2,361,809 | |
Fiscal 2023 | 8,904,614 | |
Fiscal 2024 | 8,292,569 | |
Fiscal 2025 | 8,292,569 | |
Fiscal 2026 | 6,208,811 | |
Thereafter | 3,774,903 | |
Total | $ 37,835,275 | $ 45,772,555 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill [Line Items] | ||||
Asset Impairment Charges | $ 38,629,310 | $ 38,629,310 | ||
Intangible assets impairment | 13,484,122 | |||
Asset impairment charges | 23,119,755 | |||
Goodwill and intagiable asset impairment charges | 36,603,877 | 36,603,877 | ||
Impairment of Intangible Assets, Finite-Lived | 0 | 0 | ||
Amortization of Intangible Assets | 3,074,979 | 852,969 | $ 9,445,332 | $ 1,540,905 |
Interest Expense [Member] | ||||
Goodwill [Line Items] | ||||
Intangible assets impairment | $ 13,484,122 | |||
E G L [Member] | ||||
Goodwill [Line Items] | ||||
Asset Impairment Charges | 2,561,231 | |||
Intangible assets impairment | 98,543 | |||
G G C [Member] | ||||
Goodwill [Line Items] | ||||
Asset Impairment Charges | $ 10,824,348 |
Schedule of Other Non-Current A
Schedule of Other Non-Current Assets (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
iGaming regulatory deposits | $ 1,827,374 | $ 755,474 |
iGaming deposit with service providers | 298,255 | 434,738 |
Rent deposit | 86,875 | 91,253 |
Other | 5,156 | 33,544 |
Other non-current assets | $ 2,217,660 | $ 1,315,009 |
Schedule of Account Payable and
Schedule of Account Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 4,934,004 | $ 2,609,212 |
Accrued marketing | 2,541,785 | 1,582,470 |
Accrued payroll and benefits | 1,006,365 | 1,093,263 |
Accrued gaming liabilities | 1,253,626 | 758,536 |
Accrued professional fees | 413,173 | 704,748 |
Accrued jackpot liabilities | 306,782 | 432,504 |
Accrued other liabilities | 2,517,285 | 988,082 |
Accrued legal settlement (Note 13) | 289,874 | |
Total | $ 12,973,020 | $ 8,458,689 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Apr. 03, 2022shares | Mar. 31, 2022USD ($) | Mar. 31, 2022NZD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2022GBP (£) |
Monthly payments | $ 25,652 | $ 36,995 | ||||||
Debt Instrument, Fee Amount | 500 | $ 500 | $ 500 | |||||
Stock Issued During Period, Shares, New Issues | shares | 200,000 | |||||||
Employment Agreement [Member] | ||||||||
Monthly employee payroll | £ | £ 18,000 | |||||||
Consultant Agreements [Member] | ||||||||
Monthly consultancy payments | 23,650 | 23,650 | 23,650 | |||||
Contact Advisory Services Ltd. [Member] | ||||||||
Amounts payable to related parties | 0 | $ 0 | 0 | $ 0 | 0 | |||
General and Administrative Expense [Member] | ||||||||
Related party charges | 1,857 | 22,770 | 22,139 | 91,247 | ||||
Chief Executive Officer [Member] | ||||||||
Charges incurred | 1,200 | 1,200 | 3,600 | 3,600 | ||||
Amounts payable to related parties | $ 0 | $ 0 | $ 0 | $ 0 | 0 | |||
Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||||
Monthly employee payroll | $ 500 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Related to Operating Leases (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Leases | ||
Operating lease assets | $ 221,332 | $ 1,272,920 |
Finance lease assets | 114,540 | |
Total lease assets | 221,332 | 1,387,460 |
Operating lease liabilities, current | 585,786 | 414,215 |
Finance lease liabilities, current | 94,148 | 50,702 |
Operating lease liabilities, noncurrent | 1,120,225 | 878,809 |
Finance lease liabilities, noncurrent | 85,052 | 63,161 |
Total lease liabilities | $ 1,885,211 | $ 1,406,887 |
Schedule of Weighted Average Re
Schedule of Weighted Average Remaining Lease Terms and Discount Rates (Details) | Mar. 31, 2022 | Jun. 30, 2021 |
Leases | ||
Operating leases: Weighted average remaining useful life (years) | 3 years 11 months 26 days | 4 years 1 month 9 days |
Finance leases: Weighted average remaining useful life (years) | 2 years 2 months 12 days | 2 years 6 months |
Operating leases: Weighted average discount rate | 7.99% | 6.82% |
Finance leases: Weighted average discount rate | 8.00% | 8.00% |
Schedule of Maturity of Operati
Schedule of Maturity of Operating Lease Liability (Details) | Mar. 31, 2022USD ($) |
Leases | |
Operating Lease Fiscal 2022 | $ 171,397 |
Finance Lease Fiscal 2022 | 26,043 |
Operating Lease Fiscal 2023 | 553,728 |
Finance Lease Fiscal 2023 | 90,806 |
Operating Lease Fiscal 2024 | 569,642 |
Finance Lease Fiscal 2024 | 65,454 |
Operating Lease Fiscal 2025 | 385,422 |
Finance Lease Fiscal 2025 | 13,368 |
Operating Lease Fiscal 2026 | 227,802 |
Finance Lease Fiscal 2026 | |
Operating Lease Thereafter | 57,368 |
Finance Lease Thereafter | |
Operating Lease: Total lease payments | 1,965,359 |
Finance Lease: Total lease payments | 195,671 |
Operating Lease Less: imputed interest | (259,348) |
Finance Lease Less: imputed interest | (16,471) |
Operating Lease: Present value of lease liabilities | 1,706,011 |
Finance Lease: Present value of lease liabilities | $ 179,200 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2022USD ($) | Oct. 31, 2021EUR (€) | Jul. 31, 2021EUR (€) | Jun. 30, 2020USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | |
Operating lease expense | $ 40,103 | $ 50,702 | $ 162,733 | $ 458,949 | ||||
Increase in annual lease percentage | 8.00% | 8.00% | 8.00% | 8.00% | ||||
Lessor, Operating Lease, Renewal Term | 2 years 6 months | 2 years 6 months | 2 years 6 months | 2 years 6 months | ||||
Asset impairment charges | $ 38,629,310 | $ 38,629,310 | ||||||
Finance lease expense | $ 12,917 | 36,100 | ||||||
Helix Holdings LLC [Member] | ||||||||
Operating impairment loss | 1,416,807 | |||||||
Asset impairment charges | $ 175,858 | |||||||
MALTA | ||||||||
Operating lease expense | € | € 83,000 | |||||||
Increase in annual lease percentage | 4.00% | |||||||
Lease description | the Company commenced lease for office space of approximately 284 square meters in Saint Julians, Malta over a 3-year lease term | |||||||
University of California [Member] | ||||||||
Operating lease expense | € | € 17,500 | |||||||
Increase in annual lease percentage | 3.00% | |||||||
Lease description | the Company commenced a lease for building space of approximately 3,200 square feet at the University of California in Los Angeles over a 5-year lease term |
Schedule of Long-term Debt (Det
Schedule of Long-term Debt (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 191,610 | $ 330,654 |
Finance lease obligation (Note 11) | 179,200 | 113,863 |
Total debt | 370,810 | 444,517 |
Less current portion of notes payable and long-term debt | (258,385) | (223,217) |
Notes payable and other long-term debt | $ 112,425 | $ 221,300 |
Schedule of Maturities of Long-
Schedule of Maturities of Long-term Debt (Details) | Mar. 31, 2022USD ($) |
Extinguishment of Debt [Line Items] | |
Total before unamortized discount | $ 35,370,810 |
Long-Term Debt [Member] | |
Extinguishment of Debt [Line Items] | |
Fiscal 2022 | 258,385 |
Fiscal 2023 | 128,896 |
Total before unamortized discount | 387,281 |
Less: unamortized discount and issuance costs | 16,471 |
Total | $ 370,810 |
Schedule Components of Long-ter
Schedule Components of Long-term Debt (Details) | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
Current portion of notes payable and long-term debt | $ 35,258,385 |
Notes payable and long-term debt (non-current) | 112,425 |
Total before unamortized discount | $ 35,370,810 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) | Apr. 03, 2022shares | Mar. 02, 2022USD ($)$ / sharesshares | Feb. 22, 2022USD ($) | Jun. 02, 2021USD ($)$ / sharesshares | Apr. 30, 2020 | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Oct. 13, 2021USD ($)shares | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2022GBP (£)shares | Jun. 30, 2021USD ($)$ / sharesshares | Jul. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020GBP (£)shares |
Debt Instrument [Line Items] | |||||||||||||||
Notes payable | $ 191,610 | $ 191,610 | $ 330,654 | ||||||||||||
Interest expense | 611,021 | 5,368,933 | |||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 200,000 | ||||||||||||||
Fair value of warrants | $ 15,000,000 | ||||||||||||||
Carrying value | 35,370,810 | 35,370,810 | |||||||||||||
Debt Conversion, Converted Instrument, Amount | 10,652,648 | ||||||||||||||
Cash liability | 20,573,051 | 20,573,051 | |||||||||||||
Derivative cash liability | 80,000,000 | ||||||||||||||
Derivative Liability, Current | $ 20,573,051 | $ 20,573,051 | |||||||||||||
Share Price | $ / shares | $ 2.1832 | $ 2.1832 | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 15,000,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | $ 1 | $ 1 | ||||||||||||
Change in fair market value of warrant liability | $ 8,181,398 | (5,358,313) | $ 28,641,920 | (4,729,924) | |||||||||||
Loss on extinguishment of debt | $ (28,478,804) | ||||||||||||||
March 2022 Offering [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Share Price | $ / shares | $ 1 | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 15,000,000 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 15,000,000 | 15,000,000 | 15,000,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | $ 1 | |||||||||||||
March 2022 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair value of warrants | $ 9,553,500 | $ 4,050,000 | $ 4,050,000 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 15,000,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | ||||||||||||||
Warrant description | The March 2022 Warrants are callable by the Company should the volume weighted average share price of the Company exceed $3.00 for each of 20 consecutive trading days following the date such warrants become eligible for exercise. The March 2022 Warrants also contain a beneficial ownership limitation of 4.99% which may be increased up to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase. | ||||||||||||||
Change in fair market value of warrant liability | $ 5,503,500 | $ 5,503,500 | |||||||||||||
Series A Cumulative Redeemable Convertible Preferred Stock [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument interest rate stated percentage | 10.00% | 10.00% | 10.00% | ||||||||||||
New Note Agreement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Conversion floor price | $ / shares | $ 2.1832 | $ 2.1832 | |||||||||||||
New Note Agreement [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 16,031,513 | ||||||||||||||
Exchange Agreement [Member] | Old Senior Convertible Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Carrying value | $ 29,150,001 | ||||||||||||||
Debt principal amount | $ 35,000,000 | ||||||||||||||
Loss on extinguishment of senior convertible note | $ 5,849,999 | $ 22,628,805 | |||||||||||||
Series A Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair value of warrants | $ 309,400 | $ 309,400 | 13,600,000 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 17.50 | $ 17.50 | |||||||||||||
Series B Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair value of warrants | $ 52,180 | $ 52,180 | 9,900,000 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 17.50 | $ 17.50 | |||||||||||||
Series A and B Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair value of warrants | $ 361,580 | $ 361,580 | |||||||||||||
Warrant description | The Series A Warrants and Series B Warrants are callable by the Company should the volume weighted average share price of the Company exceed $32.50 for each of 30 consecutive trading days following the date such warrants become eligible for exercise. The Series A Warrants and Series B Warrants also contain a beneficial ownership limitation of 4.99% which may be increased up to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase | ||||||||||||||
Change in fair market value of warrant liability | 2,677,898 | $ 23,138,420 | |||||||||||||
Old Senior Convertible Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 35,000,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Proceeds from Convertible Debt | 32,515,000 | ||||||||||||||
Debt Issuance Costs, Net | $ 2,485,000 | ||||||||||||||
Debt interest description | The Old Senior Convertible Note would have matured on | ||||||||||||||
Debt Instrument, Maturity Date | Jun. 2, 2023 | ||||||||||||||
Repayments of Debt | $ 37,100,000 | ||||||||||||||
Fair value of warrants | $ 26,680,000 | $ 23,500,000 | |||||||||||||
Conversion price | $ / shares | $ 17.50 | ||||||||||||||
Debt instrument interest rate stated percentage | 10.00% | 10.00% | 10.00% | ||||||||||||
Old Senior Convertible Note [Member] | Series A Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,000,000 | ||||||||||||||
Old Senior Convertible Note [Member] | Series B Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 2,000,000 | ||||||||||||||
Senior Convertible Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt interest description | In addition, the Company requested and received an amendment to the Senior Convertible Note wherein the permitted ratio of outstanding debt to market capitalization was increased temporarily from 25% to 35% through December 25, 2021 | the interest rate on the New Note is 8% per annum. Upon the occurrence of an Event of Default (as defined in the New Note), the interest may accrue interest at the rate of 12.0% per annum. As further described below, the Company was not in compliance with certain debt covenants under the Old Senior Convertible Note and New Note, but received a waiver from compliance through March 30, 2021. The Company is subject to begin accruing interest expense at a rate of | |||||||||||||
Conversion price | $ / shares | $ 2.1832 | $ 2.1832 | |||||||||||||
Interest expense percentage | 12.00% | ||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 100.00% | 100.00% | 100.00% | ||||||||||||
Debt redemption price | 100.00% | ||||||||||||||
Conversion rate, description | The Holder will not have the right to convert any portion of a New Note, to the extent that, after giving effect to such conversion, the Holder (together with certain related parties) would beneficially own in excess of 4.99% of the shares of our common stock outstanding immediately after giving effect to such conversion. The Holder may from time to time increase this limit to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to us of such increase. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be increased to 12.0% per annum | ||||||||||||||
Percentage of common stock outstanding shares | 19.99% | ||||||||||||||
Debt instrument, redemption, description | The redemption price per share will equal the greatest of (i) 115% of the outstanding principal of the New Note to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, (ii) 115% of the market value of the shares of our common stock underlying the New Note, as determined in accordance with the New Note, and (iii) 115% of the aggregate cash consideration that would have been payable in respect of the shares of our common stock underlying the New Note, as determined in accordance with the New Note | ||||||||||||||
Conversion floor price | $ / shares | $ 2.1832 | $ 2.1832 | |||||||||||||
Debt premium payable percentage | 15.00% | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 7,500,000 | ||||||||||||||
Loss on conversion of debt | $ 5,999,662 | ||||||||||||||
Accelerated amortization of debt discount | 4,515,273 | ||||||||||||||
Debt Instrument, Periodic Payment, Principal | 288,300 | ||||||||||||||
Incremental premium due on conversion | $ 1,196,089 | 1,196,089 | |||||||||||||
Loss on extinguishment of debt | 22,628,805 | ||||||||||||||
Senior Convertible Note [Member] | Note Holder [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 7,500,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,514,459 | ||||||||||||||
Senior Convertible Note [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 200,000 | ||||||||||||||
Senior Convertible Note Holder [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Conversion price | $ / shares | $ 17.50 | $ 17.50 | |||||||||||||
Argyll Entertainment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 8 | $ 8 | |||||||||||||
Term Loan Facility [Member] | Notes Payable to Banks [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | $ 6,448 | ||||||||||||||
Term Loan Facility [Member] | Argyll Entertainment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan amount | $ 327,390 | £ 250,000 | |||||||||||||
Debt term | 3 years | ||||||||||||||
Credit facility interest rate | 3.49% | ||||||||||||||
Debt description | The monthly principal and interest payments on the note payable commenced in June 2021 and continue for two years through May 2023 | ||||||||||||||
Notes payable | $ 191,610 | $ 191,610 | £ 145,833 | ||||||||||||
Interest expense | $ 1,791 |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) - USD ($) | Apr. 03, 2022 | Jul. 02, 2021 | Jun. 11, 2021 | Feb. 03, 2021 | Aug. 17, 2020 | Aug. 06, 2020 | Oct. 01, 2019 | Sep. 30, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 24, 2021 |
Issuance of common stock | $ 3,885,109 | |||||||||||||
Sales and marketing expense | $ 7,074,414 | $ 2,399,200 | 21,332,423 | $ 4,891,688 | ||||||||||
Stock issued during period, value issued | 2,345,890 | $ 1,539,219 | ||||||||||||
Stock issued during the period, shares | 200,000 | |||||||||||||
Boustead Securities, LLC [Member] | Placement Agent [Member] | ||||||||||||||
Sale of transaction for stock | $ 192,664 | |||||||||||||
Warrants to purchase common stock | 1,417,909 | |||||||||||||
Petitioner Boustead Securities, LLC [Member] | ||||||||||||||
Description of loss contingency actions taken by arabitrator | the arbitration awarded Boustead Securities, LLC $289,874 in damages and allowable costs (excluding attorneys’ fees) with interest accruing approximately $21 per day. The Company paid $294,051 to settle the arbitration award, inclusive of accrued interest, on August 24, 2021 | |||||||||||||
Damages and allowable cost | $ 289,874 | |||||||||||||
Accrued interest for settlement | $ 294,051 | |||||||||||||
One Year Anniversary [Member] | ||||||||||||||
Sales and marketing expense | 334,890 | 1,019,556 | ||||||||||||
Stock issued during period, value issued | $ 1,550,000 | $ 1,250,000 | $ 1,250,000 | |||||||||||
Stock issued during the period, shares | 50,000 | 10,000 | 10,000 | |||||||||||
Debt instrument, term | 10 years | |||||||||||||
Common Stock [Member] | ||||||||||||||
Issuance of common stock | $ 1,395,000 | |||||||||||||
Stock issued during period, value issued | $ 790 | $ 376 | ||||||||||||
Stock issued during the period, shares | 790,000 | 375,813 | ||||||||||||
Sponsorship Agreement [Member] | ||||||||||||||
Cash payments | $ 516,000 | |||||||||||||
Consulting agreement description | October 1, 2019 to June 30, 2022 | |||||||||||||
Sponsorship Agreement [Member] | Common Stock [Member] | ||||||||||||||
Cash payments | $ 230,000 | |||||||||||||
Amended and Restated Sponsorship Agreement [Member] | ||||||||||||||
Cash payments | $ 2,545,000 | |||||||||||||
Issuance of common stock | $ 825,000 | |||||||||||||
Sales and marketing expense | $ 0 | $ 424,893 | ||||||||||||
Partnership Agreement [Member] | ||||||||||||||
Capital commitments, shares | 100,000 | |||||||||||||
Total capital commitments | $ 100,000,000 | |||||||||||||
Partnership Agreement [Member] | Additional Shares Capital [Member] | ||||||||||||||
Capital commitments, shares | 100,000 | |||||||||||||
Total capital commitments | $ 200,000,000 | |||||||||||||
Partnership Agreement [Member] | Game Fund Partners LLC [Member] | ||||||||||||||
Amount of investment | 300,000,000 | 300,000,000 | ||||||||||||
Partnership Agreement [Member] | Initial Invest EEG Shares [Member] | Game Fund Partners LLC [Member] | ||||||||||||||
Amount of investment | 2,000,000 | $ 2,000,000 | ||||||||||||
Investment percentage | 20.00% | |||||||||||||
Multi-year Agreement [Member] | ||||||||||||||
Contractual Obligation, to be Paid, Year One | 1,256,403 | $ 1,256,403 | ||||||||||||
Contractual Obligation, to be Paid, Year Two | 2,403,891 | 2,403,891 | ||||||||||||
Contractual Obligation, to be Paid, Year Three | 2,015,495 | 2,015,495 | ||||||||||||
Contractual Obligation, to be Paid, Year Four | 1,126,153 | 1,126,153 | ||||||||||||
Contractual Obligation, to be Paid, Year Five | $ 611,668 | $ 611,668 |
Schedule of Disaggregated by Re
Schedule of Disaggregated by Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 15,699,587 | $ 5,398,708 | $ 46,638,925 | $ 7,983,293 |
Online Betting and Casino Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 14,590,447 | 5,225,053 | 41,692,731 | 7,650,840 |
Esport and Other Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 1,109,140 | $ 173,655 | $ 4,946,194 | $ 332,453 |
Schedule of Revenues with Custo
Schedule of Revenues with Customers Disaggregated by Geographical Area (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 15,699,587 | $ 5,398,708 | $ 46,638,925 | $ 7,983,293 |
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,046,639 | 124,059 | 4,255,482 | 280,974 |
Non-US [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 14,652,948 | $ 5,274,649 | $ 42,383,443 | $ 7,702,319 |
Schedule of Long-Lived Assets b
Schedule of Long-Lived Assets by Geography (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Disaggregation of Revenue [Line Items] | ||
Total | $ 68,529,846 | $ 90,024,796 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Total | 8,591,077 | 48,081,926 |
Non-US [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 59,938,769 | $ 41,942,870 |
10% Series A Cumulative Redee_2
10% Series A Cumulative Redeemable Convertible Preferred Stock (Details Narrative) - USD ($) | Apr. 03, 2022 | Dec. 10, 2021 | Nov. 16, 2021 | Nov. 11, 2021 | Nov. 10, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 200,000 | |||||||||
Underwriting expense | $ 8,000,000 | |||||||||
Number of options exercised | 5,500 | 8,500 | ||||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||
Board of Directors Chairman [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||
10% Series A Cumulative Redeemable Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 1,725,000 | |||||||||
Preferred stock par value | $ 0.001 | |||||||||
Preferred stock liquidation preference | $ 11 | |||||||||
Proceeds from sale of shares, net of Issuance costs | $ 334,335 | |||||||||
Number of options exercised | 35,950 | |||||||||
Conversion price | $ 17.50 | $ 17.50 | ||||||||
Conversion description | Subject to earlier conversion or redemption, the 10% Series A Cumulative Redeemable Convertible Preferred Stock matures five years from issuance, or November 15, 2026, at which point the Company must redeem the shares of 10% Series A Cumulative Redeemable Convertible Preferred Stock in cash | |||||||||
10% Series A Cumulative Redeemable Preferred Stock [Member] | Forty Five Days Option to Purchase [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 120,000 | |||||||||
10% Series A Cumulative Redeemable Preferred Stock [Member] | Public Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 800,000 | |||||||||
Shares issued price per share | $ 10 | |||||||||
Proceeds from sale of shares, net of Issuance costs | $ 7,265,000 | |||||||||
Series A Cumulative Redeemable Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, dividend rate, percentage | 10.00% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Equity [Abstract] | |||||
Number of Warrants, Outstanding, Beginning Balance | 5,350,558 | 5,350,558 | 5,350,558 | 5,264,592 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 14.19 | $ 14.19 | $ 14.19 | $ 4.28 | |
Weighted Average Remaining Life (Years), Outstanding, Ending Balance | 4 years 3 months 3 days | 2 years 7 months 20 days | 2 years 10 months 20 days | 3 years 1 month 20 days | 10 months 9 days |
Intrinsic Value, Outstanding, Beginning Balance | $ 3,138,768 | $ 8,743,588 | $ 14,654,296 | ||
Number of Warrants, Issued | 15,000,000 | 5,603,674 | |||
Weighted Average Exercise Price, Issued | $ 1 | $ 14.38 | |||
Number of Warrants, Exercised | 5,503,167 | ||||
Weighted Average Exercise Price, Exercised | $ 4.88 | ||||
Number of Warrants, Exchanged | |||||
Weighted Average Exercise Price, Exchanged | |||||
Number of Warrants, Forfeited or cancelled | 14,541 | ||||
Weighted Average Exercise Price, Forfeited or cancelled | $ 4.25 | ||||
Number of Warrants, Outstanding, Ending Balance | 20,350,558 | 5,350,558 | 5,350,558 | 5,350,558 | 5,264,592 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 4.47 | $ 14.19 | $ 14.19 | $ 14.19 | $ 4.28 |
Intrinsic Value, Outstanding, Ending Balance | $ 3,138,768 | $ 8,743,588 | $ 14,654,296 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | |
Equity [Abstract] | ||||
Number of Options, Outstanding, Beginning Balance | 1,530,151 | 466,176 | 474,676 | 474,676 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 6.27 | $ 5.41 | $ 5.49 | $ 5.49 |
Number of Options, Granted | 1,120,150 | |||
Weighted Average Exercise Price, Granted | $ 6.71 | |||
Number of Options, Exercised | (5,500) | (8,500) | ||
Weighted Average Exercise Price, Exercised | $ 4.82 | |||
Number of Options, Cancelled | (170,750) | (50,675) | ||
Weighted Average Exercise Price, Cancelled | $ 6.19 | $ 9.11 | ||
Number of Options, Exercised | 5,500 | 8,500 | ||
Number of Options, Outstanding, Ending Balance | 1,359,401 | 1,530,151 | 466,176 | 1,359,401 |
Weighted Average Exercise Price, Ending Balance | $ 6.28 | $ 6.27 | $ 5.41 | $ 6.28 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions Valued Using Black-Scholes Option Pricing Model (Details) | 9 Months Ended |
Mar. 31, 2022$ / shares | |
Equity [Abstract] | |
Expected term (in years) | 2 years 9 months 21 days |
Expected volatility | 150.82% |
Risk-free interest rate | 0.45% |
Dividend yield | |
Grant date fair value | $ 5.33 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | May 20, 2022 | May 20, 2022 | Apr. 03, 2022 | Mar. 02, 2022 | Sep. 03, 2021 | Jun. 02, 2021 | Feb. 11, 2021 | Sep. 10, 2020 | Sep. 03, 2020 | Apr. 16, 2020 | Mar. 03, 2020 | Apr. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 11, 2022 | Jul. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 15,000,000 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 1 | $ 1 | ||||||||||||||||||||||
Exercise price | $ 1 | 1 | $ 1 | |||||||||||||||||||||
Proceeds from warrant exercises | $ 15,000,000 | |||||||||||||||||||||||
Non-cash settlement of the warrant liability totaling | 4,051,500 | |||||||||||||||||||||||
Offering gross proceeds net | 13,605,000 | |||||||||||||||||||||||
Proceeds from issuance of common stock | 3,885,109 | |||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 9,553,500 | |||||||||||||||||||||||
Number of common stock for services | 528,997 | |||||||||||||||||||||||
Share price | $ 2.1832 | $ 2.1832 | ||||||||||||||||||||||
Common stock issued upon the exercise of stock options, shares | 5,500 | 8,500 | ||||||||||||||||||||||
Common stock par value | $ 0.001 | $ 6.22 | $ 0.001 | $ 6.22 | $ 0.001 | |||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 26,510 | $ 40,969 | ||||||||||||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 200,000 | |||||||||||||||||||||||
Proceeds from issue of commom stock | $ 2,345,890 | 1,539,219 | ||||||||||||||||||||||
Conversion of convertible debt | $ 2,409,194 | 8,243,454 | ||||||||||||||||||||||
Common stock, shares issued | 40,722,944 | 40,722,944 | 21,896,145 | |||||||||||||||||||||
Shares issued during period acquisitions, value | $ 1,717,621 | $ 500,000 | ||||||||||||||||||||||
Change in fair value of warrant liability | $ 8,181,398 | (5,358,313) | $ 28,641,920 | $ (4,729,924) | ||||||||||||||||||||
Number of shares issued for service, Value | $ 31,450 | $ 574,299 | 433,957 | $ 982,771 | 1,873,842 | 3,290,570 | ||||||||||||||||||
Warrants and rights outstanding | $ 15,000,000 | |||||||||||||||||||||||
Options outstanding | 4 years 4 months 2 days | |||||||||||||||||||||||
Options exercisable | 860,451 | 860,451 | ||||||||||||||||||||||
weighted average exercise price | $ 6.03 | $ 6.03 | ||||||||||||||||||||||
Unamortized stock options compensation | $ 2,636,626 | $ 2,636,626 | ||||||||||||||||||||||
Unamortized stock options compensation period | 6 months | |||||||||||||||||||||||
2020 Equity and Incentive Plan [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 1,967,936 | 1,967,936 | ||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 608,535 | 608,535 | ||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ 1 | |||||||||||||||||||||||
ATM Equity Offering Program [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,165,813 | |||||||||||||||||||||||
ATM Offering [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Proceeds from equity offering | $ 4,005,267 | |||||||||||||||||||||||
ATM Offering [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,165,813 | |||||||||||||||||||||||
Proceeds from equity offering | $ 4,005,267 | |||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | 15,994,733 | $ 15,994,733 | ||||||||||||||||||||||
April 2020 Offering [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Conversion of convertible debt | $ 4,138,585 | |||||||||||||||||||||||
Shares issued price per share | $ 4.25 | |||||||||||||||||||||||
Warrant outstanding | 40,582 | 40,582 | ||||||||||||||||||||||
Acquisition of Argyll [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Proceeds from warrant exercises | 8,000,000 | |||||||||||||||||||||||
Non-cash settlement of the warrant liability totaling | 7,480,000 | |||||||||||||||||||||||
Shares issued for exercise of options and warrants, value | 15,480,000 | |||||||||||||||||||||||
Warrant liability | $ 2,750,076 | 2,750,076 | ||||||||||||||||||||||
Change in fair value of warrant liability | $ 4,729,924 | |||||||||||||||||||||||
Flip Sports Limited [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Shares issued during period acquisitions | 93,808 | |||||||||||||||||||||||
Shares issued during period acquisitions, value | $ 411,817 | |||||||||||||||||||||||
Argyll Entertainment [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Exercise price | $ 8 | $ 8 | ||||||||||||||||||||||
Proceeds from warrant exercises | $ 8,000,000 | |||||||||||||||||||||||
Non-cash settlement of the warrant liability totaling | $ 3,387,218 | $ 5,488,171 | ||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 15,480,000 | |||||||||||||||||||||||
Class of warrant or right number of securities called by warrants or rights | 1,000,000 | 1,000,000 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 27,340,000 | |||||||||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||||||||||
Proceeds from equity offering | $ 30,000,000 | |||||||||||||||||||||||
Common stock, shares issued | 2,000,000 | |||||||||||||||||||||||
Shares issued price per share | $ 15 | |||||||||||||||||||||||
Argyll Purchase Agreement [Member] | LHE Enterprises Limited [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Exercise price | $ 8 | $ 8 | ||||||||||||||||||||||
March Offering [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 15,000,000 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 1 | |||||||||||||||||||||||
April Offering [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,980,000 | |||||||||||||||||||||||
Senior Convertible Note [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ 4.24 | $ 4.24 | ||||||||||||||||||||||
Conversion of convertible debt | $ 10,652,648 | |||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | 2,514,459 | |||||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Exercise price | $ 17.50 | |||||||||||||||||||||||
Number of warrants issued | 2,000,000 | |||||||||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Exercise price | $ 17.50 | |||||||||||||||||||||||
Number of warrants issued | 2,000,000 | |||||||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock-based compensation expense | $ 1,346,502 | $ 743,527 | $ 3,958,275 | $ 3,055,118 | $ 927,855 | |||||||||||||||||||
Stock Options [Member] | 2020 Equity and Incentive Plan [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 1,500,000 | |||||||||||||||||||||||
Common stock description | 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 233,968 shares | |||||||||||||||||||||||
Weighted Average [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 3,885,109 | |||||||||||||||||||||||
Common stock par value | $ 3.44 | $ 3.44 | ||||||||||||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 1,165,813 | |||||||||||||||||||||||
Proceeds from issue of commom stock | $ 4,005,267 | |||||||||||||||||||||||
Maximum [Member] | ATM Equity Offering Program [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 20,000,000 | |||||||||||||||||||||||
Maximum [Member] | ATM Offering [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Proceeds from equity offering | $ 20,000,000 | |||||||||||||||||||||||
Maximum [Member] | Argyll Purchase Agreement [Member] | LHE Enterprises Limited [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Class of warrant or right number of securities called by warrants or rights | 1,000,000 | 1,000,000 | ||||||||||||||||||||||
Holder [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 35,000,000 | $ 35,000,000 | ||||||||||||||||||||||
Warrants Holders [Member] | Argyll Entertainment [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Class of warrant or right number of securities called by warrants or rights | 1,000,000 | 1,000,000 | ||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 1,395,000 | |||||||||||||||||||||||
Number of common stock for services | 50,000 | 4,000 | 78,527 | 46,005 | 191,736 | 291,256 | ||||||||||||||||||
Common stock issued upon the exercise of stock options, shares | 5,500 | 8,500 | ||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 5 | $ 8 | ||||||||||||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 790,000 | 375,813 | ||||||||||||||||||||||
Proceeds from issue of commom stock | $ 790 | $ 376 | ||||||||||||||||||||||
Conversion of convertible debt | $ 813 | $ 1,702 | ||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | 812,618 | 1,701,841 | ||||||||||||||||||||||
Shares issued during period acquisitions | 93,808 | 93,808 | ||||||||||||||||||||||
Shares issued during period acquisitions, value | $ 94 | $ 94 | ||||||||||||||||||||||
Number of shares issued for service, Value | $ 50 | $ 4 | $ 79 | $ 45 | $ 192 | $ 291 | ||||||||||||||||||
Common Stock [Member] | April 2020 Offering [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 1,217,241 | |||||||||||||||||||||||
Common Stock [Member] | Stock Options and Warrants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Shares issued price per share | $ 5.85 | $ 5.85 | ||||||||||||||||||||||
Share of exercise of warrants | 4,274,393 | |||||||||||||||||||||||
Share of exercise of warrants, value | $ 24,986,582 | |||||||||||||||||||||||
Common Stock [Member] | Acquisition of Argyll [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Shares issued during period acquisitions | 650,000 | |||||||||||||||||||||||
Shares issued during period acquisitions, value | $ 3,802,500 | |||||||||||||||||||||||
Common Stock [Member] | Flip Sports Limited [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Shares issued during period acquisitions | 93,808 | 187,616 | ||||||||||||||||||||||
Shares issued during period acquisitions, value | $ 1,805,804 | $ 2,217,621 | ||||||||||||||||||||||
Common Stock [Member] | Acquisition of EGL [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Shares issued during period acquisitions | 292,511 | |||||||||||||||||||||||
Shares issued during period acquisitions, value | $ 2,193,833 | |||||||||||||||||||||||
Common Stock [Member] | Previous Period [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of common stock for services | 117,450 | |||||||||||||||||||||||
Common Stock [Member] | Weighted Average [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of common stock for services | 132,527 | |||||||||||||||||||||||
Share price | $ 4.70 | $ 4.70 | ||||||||||||||||||||||
Common Stock [Member] | Weighted Average [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock issued upon the exercise of stock options, shares | 14,000 | |||||||||||||||||||||||
Common stock par value | $ 4.82 | $ 4.82 | ||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 67,479 | |||||||||||||||||||||||
Common Stock [Member] | Management [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of common stock for services | 1,333 | |||||||||||||||||||||||
Common Stock [Member] | Employees [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of common stock for services | 16,966 | |||||||||||||||||||||||
Common Stock [Member] | Consultants [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of common stock for services | 99,151 | |||||||||||||||||||||||
Unit A and B warrant [Member] | Warrants Holders [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ 4.25 | |||||||||||||||||||||||
Common stock, shares issued | 3,960,000 | |||||||||||||||||||||||
Unit A Warrant [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrant outstanding | 1,136,763 | 1,136,763 | ||||||||||||||||||||||
Unit A Warrant [Member] | Underwriter [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ 0.01 | |||||||||||||||||||||||
Common stock, shares issued | 209,400 | |||||||||||||||||||||||
Unit B Warrant [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Warrant outstanding | 0 | 0 | ||||||||||||||||||||||
Unit B Warrant [Member] | Underwriter [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock par value | $ 0.01 | |||||||||||||||||||||||
Common stock, shares issued | 209,400 | |||||||||||||||||||||||
Warrant [Member] | April 2020 Offering [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 2,434,482 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 3,732,976 | $ 3,998,034 | $ 6,700,000 | |
Warrant liability | 4,050,000 | 23,500,000 | ||
Warrant liability | 361,580 | |||
Derivative liabilities | 20,573,051 | |||
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | ||||
Derivative liabilities | ||||
Fair Value, Inputs, Level 1 [Member] | March 2022 Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liability | 4,050,000 | |||
Fair Value, Inputs, Level 1 [Member] | Series A and Series B Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liability | ||||
Warrant liability | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | ||||
Derivative liabilities | ||||
Fair Value, Inputs, Level 2 [Member] | March 2022 Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liability | ||||
Fair Value, Inputs, Level 2 [Member] | Series A and Series B Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liability | ||||
Warrant liability | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 3,732,976 | |||
Derivative liabilities | 20,573,051 | |||
Fair Value, Inputs, Level 3 [Member] | March 2022 Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liability | ||||
Fair Value, Inputs, Level 3 [Member] | Series A and Series B Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liability | $ 23,500,000 | |||
Warrant liability | $ 361,580 |
Summary of the Changes in Level
Summary of the Changes in Level 3 Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||||
Warrant Liability, Beginning Balance | $ 3,039,478 | $ 11,691,400 | $ 23,500,000 | $ 23,500,000 | |
Warrant Liability, Beginning Balance | 3,998,034 | 6,700,000 | |||
Derivative Liability, Beginning Balance | |||||
Warrant Liability, Beginning Balance | 6,700,000 | 6,700,000 | |||
Warrant Liability, Beginning Balance | (2,677,898) | (8,651,922) | (11,808,600) | ||
Warrant Liability, Beginning Balance | (165,811) | (850,520) | (1,016,331) | ||
Warrant Liability, Beginning Balance | (99,247) | (1,851,446) | |||
Change in the fair value of the make-whole derivative liability | 20,573,051 | ||||
Warrant Liability, Ending Balance | 361,580 | 3,039,478 | 11,691,400 | 361,580 | |
Warrant Liability, Ending Balance | 3,732,976 | 3,998,034 | 6,700,000 | 3,732,976 | |
Derivative Liability, Ending Balance | $ 20,573,051 | $ 20,573,051 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - $ / shares | Mar. 02, 2022 | Mar. 31, 2022 | Jun. 30, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term, in years | 2 years 9 months 21 days | ||
Expected volatility | 150.82% | ||
Risk-free interest rate | 0.45% | ||
Dividend yield | |||
Monte Carlo [Member] | Derivativeliability [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term, in years | 1 year 2 months 1 day | ||
Expected volatility | 133.50% | ||
Risk-free interest rate | 1.73% | ||
Dividend yield | |||
Exercise price | $ 2.1832 | ||
Asset volatility | 80.68% | ||
Monte Carlo [Member] | Series A and Series B Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Dividend yield | |||
Exercise price | $ 17.50 | $ 17.50 | |
Monte Carlo [Member] | Series A and Series B Warrant [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term, in years | 2 years | 2 years | |
Expected volatility | 123.00% | 120.00% | |
Risk-free interest rate | 1.74% | 0.24% | |
Monte Carlo [Member] | Series A and Series B Warrant [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term, in years | 4 years | 4 years | |
Expected volatility | 141.00% | 140.00% | |
Risk-free interest rate | 2.45% | 0.65% | |
Monte Carlo [Member] | Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term, in years | 5 years | ||
Expected volatility | 139.00% | ||
Risk-free interest rate | 1.74% | ||
Dividend yield | |||
Exercise price | $ 1 |
Schedule of Balance Sheet Deriv
Schedule of Balance Sheet Derivative Instruments (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Fair Value Disclosures [Abstract] | ||
Derivative liability | $ 20,573,051 |
Schedule of Statement of Operat
Schedule of Statement of Operation Derivative Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Change in fair value of make whole derivative liability | $ (20,573,051) | $ (22,055,672) | ||
Change in fair value of make whole derivative liability | $ 20,573,051 | $ 22,055,672 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2022USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 02, 2022$ / shares | Jul. 31, 2020$ / sharesshares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative cash liability | $ 80,000,000 | |||||
Fair value of the derivative | $ 20,573,051 | $ 20,573,051 | ||||
Exercise price | $ / shares | $ 1 | $ 1 | $ 1 | |||
Fair value of warrants | $ 4,051,500 | |||||
Warrant liability | $ 4,050,000 | 4,050,000 | $ 23,500,000 | |||
Warrants term | 2 years 10 months | 3 years | ||||
Warrants issuance fair value | 9,553,500 | |||||
Cash received from warrants exercise | 15,000,000 | |||||
Measurement Input, Exercise Price [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants measurement input | 8 | 8 | ||||
Measurement Input, Option Volatility [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants measurement input | 183.25 | 187.40 | ||||
Measurement Input, Discount Rate [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants measurement input | 0.28 | 0.48 | ||||
Measurement Input, Expected Dividend Rate [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants measurement input | 0 | 0 | ||||
Argyll Entertainment [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Number of warrants issued | shares | 1,000,000 | 1,000,000 | ||||
Exercise price | $ / shares | $ 8 | $ 8 | ||||
Fair value of warrants | $ 3,387,218 | $ 5,488,171 | ||||
Warrant liability | $ 7,480,000 | $ 2,100,953 | 7,480,000 | |||
Warrants issuance fair value | 15,480,000 | |||||
Cash received from warrants exercise | $ 8,000,000 | |||||
Argyll Entertainment [Member] | Warrants Holders [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Number of warrants issued | shares | 1,000,000 | 1,000,000 | ||||
Warrant liability | $ 2,738,095 | $ 2,738,095 |
Schedule of Provision for Incom
Schedule of Provision for Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (expense) | $ (431) | $ 5,503,430 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Income Tax Expense (Benefit) | $ (431) | $ 5,503,430 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 01, 2022 | Mar. 31, 2022 | Apr. 11, 2022 | Mar. 02, 2022 | Jun. 30, 2021 | Mar. 31, 2021 |
Subsequent Event [Line Items] | ||||||
Warrant price | $ 1 | $ 1 | ||||
Net proceeds | $ 9,553,500 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 6.22 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ 1 | |||||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Over allotment | 2,250,000 | |||||
Warrant price | $ 0.01 | |||||
Net proceeds | $ 20,925 |