Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2023 | May 19, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 | 3,339,576 | |
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 - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Current assets | ||
Cash | $ 1,875,758 | $ 2,517,146 |
Restricted cash | 972,986 | 2,292,662 |
Accounts receivable, net | 469,183 | 304,959 |
Receivables reserved for users | 776,565 | 2,941,882 |
Other receivables | 384,688 | 372,283 |
Prepaid expenses and other current assets | 969,175 | 1,543,053 |
Total current assets | 5,448,355 | 9,971,985 |
Equipment, net | 30,075 | 43,925 |
Operating lease right-of-use asset | 106,386 | 164,288 |
Intangible assets, net | 14,370,426 | 30,346,489 |
Goodwill | 4,474,475 | 22,275,313 |
Other non-current assets | 4,844 | 2,062,176 |
TOTAL ASSETS | 24,434,561 | 64,864,176 |
Current liabilities | ||
Accounts payable and accrued expenses | 8,895,070 | 12,344,052 |
Liabilities to customers | 798,952 | 4,671,287 |
Deferred revenue | 1,275,971 | 575,097 |
Senior convertible note | 15,910,000 | 35,000,000 |
Derivative liability | 1,963,933 | 9,399,620 |
Current portion of notes payable and other long-term debt | 25,723 | 139,538 |
Operating lease liability – current | 99,188 | 364,269 |
Contingent consideration – current | 3,328,361 | |
Total current liabilities | 28,968,837 | 65,822,224 |
Warrant liability | 1,043,789 | 2,192,730 |
Operating lease liability – non-current | 18,073 | 669,286 |
Total liabilities | 30,030,699 | 68,684,240 |
Commitments and contingencies (Note 12) | ||
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, 3,262,303 and 409,229 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively | 3,262 | 409 |
Additional paid-in capital | 171,821,858 | 144,914,687 |
Accumulated deficit | (180,635,674) | (149,140,426) |
Accumulated other comprehensive loss | (4,792,746) | (7,376,114) |
Total stockholders’ equity (deficit) | (13,603,300) | (11,601,444) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) | 24,434,561 | 64,864,176 |
Series A Cumulative Redeemable Preferred Stock [Member] | ||
Mezzanine equity: | ||
Series B redeemable preferred stock, $0.001 par value, none authorized, issued and outstanding, at March 31, 2023 and June 30, 2022 | 8,007,162 | 7,781,380 |
Series B Redeemable Preferred Stock [Member] | ||
Mezzanine equity: | ||
Series B redeemable preferred stock, $0.001 par value, none authorized, issued and outstanding, at March 31, 2023 and June 30, 2022 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
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 | 3,262,303 | 409,229 |
Common stock, shares outstanding | 3,262,303 | 409,229 |
Series A Cumulative Redeemable Preferred Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 1,725,000 | 1,725,000 |
Temporary equity, shares issued | 835,950 | 835,950 |
Temporary equity, shares outstanding | 835,950 | 835,950 |
Temporary equity, liquidation preference | $ 9,195,450 | $ 9,195,450 |
Series B Redeemable Preferred Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 0 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Net revenue | $ 4,175,994 | $ 15,699,587 | $ 20,190,663 | $ 46,638,925 |
Operating costs and expenses: | ||||
Cost of revenue | 1,292,743 | 6,282,445 | 7,414,814 | 19,248,877 |
Sales and marketing | 928,692 | 7,074,414 | 5,217,584 | 21,332,423 |
General and administrative | 7,369,452 | 14,339,615 | 24,399,888 | 38,685,937 |
Loss on disposal of businesses, net | 4,198,362 | 4,198,362 | ||
Asset impairment charges | 38,629,310 | 16,135,000 | 38,629,310 | |
Total operating expenses | 13,789,249 | 66,325,784 | 57,365,648 | 117,896,547 |
Operating loss | 9,613,255 | 50,626,197 | 37,174,985 | 71,257,622 |
Other income (expense): | ||||
Interest expense | (460,914) | (611,021) | (2,490,696) | (5,368,933) |
Gain on termination of lease | 799,901 | 799,901 | ||
Loss on conversion of senior convertible note | (5,999,662) | |||
Loss on extinguishment of senior convertible note | (3,616,372) | (3,616,372) | (28,478,804) | |
Change in fair value of derivative liability | (1,163,979) | (20,573,051) | 7,435,687 | (22,055,672) |
Change in fair value of warrant liability | 1,412,941 | 8,181,398 | 6,435,229 | 28,641,920 |
(Loss) gain on contingent consideration | 99,247 | (2,864,551) | 1,950,693 | |
Other non-operating income (loss) | (551,921) | (39,440) | (19,085) | (1,391,855) |
Total other income (expense), net | (3,580,344) | (12,942,867) | 5,680,113 | (32,702,313) |
Loss before income taxes | 13,193,599 | 63,569,064 | 31,494,872 | 103,959,935 |
Income tax benefit (expense) | (376) | (431) | (376) | 5,503,430 |
Net loss | 13,193,975 | 63,569,495 | 31,495,248 | 98,456,505 |
Dividend on 10% Series A cumulative redeemable convertible preferred stock | (200,628) | (200,628) | (601,884) | (300,942) |
Accretion of 10% Series A cumulative redeemable convertible preferred stock to redemption value | (75,980) | (73,136) | (225,782) | (108,209) |
Net loss attributable to common stockholders | $ 13,470,583 | $ 63,843,259 | $ 32,322,914 | $ 98,865,656 |
Net loss per common share: | ||||
Basic and diluted loss per common share | $ (5.76) | $ (210.64) | $ (27.72) | $ (397.45) |
Weighted average number of common shares outstanding, basic and diluted | 2,336,669 | 303,087 | 1,166,201 | 248,749 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Net loss | $ 13,193,975 | $ 63,569,495 | $ 31,495,248 | $ 98,456,505 |
Other comprehensive loss: | ||||
Reclassification of accumulated foreign currency translation net losses to net loss as a result of the disposal of businesses | (2,466,016) | (2,466,016) | ||
Foreign currency translation (gain) loss | (107,167) | 1,631,630 | (117,352) | 3,848,155 |
Total comprehensive loss | $ 10,620,792 | $ 65,201,125 | $ 28,911,880 | $ 102,304,660 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series A Cumulative Redeemable Preferred Stock [Member] | Preferred Stock [Member] Series B Redeemable Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Jun. 30, 2021 | $ 219 | $ 122,362,679 | $ (46,908,336) | $ (669,170) | $ 74,785,392 | ||
Balance, shares at Jun. 30, 2021 | 218,961 | ||||||
Stock based compensation | 308,073 | 308,073 | |||||
Foreign exchange translation | $ (1,424,986) | $ (1,424,986) | |||||
Net loss | (552,381) | (552,381) | |||||
Common stock issued for services | $ 1 | 574,298 | 574,299 | ||||
Common stock issued for services, shares | 786 | ||||||
Common stock issued upon the exercise of stock options | 40,969 | 40,969 | |||||
Common stock issued upon the exercise of stock options, shares | 85 | ||||||
Balance as at March 31, 2022 at Sep. 30, 2021 | $ 220 | 123,286,019 | (47,460,717) | (2,094,156) | 73,731,366 | ||
Balance, shares at Sep. 30, 2021 | 219,832 | ||||||
Beginning balance, value at Jun. 30, 2021 | $ 219 | 122,362,679 | (46,908,336) | (669,170) | 74,785,392 | ||
Balance, shares at Jun. 30, 2021 | 218,961 | ||||||
Net loss | (98,456,505) | ||||||
Redemption of the Series B redeemable preferred stock | |||||||
Common stock issued for services, shares | 1,326 | ||||||
Balance as at March 31, 2022 at Mar. 31, 2022 | $ 7,707,543 | $ 407 | 144,568,351 | (145,364,841) | (4,517,325) | (5,313,408) | |
Balance, shares at Mar. 31, 2022 | 835,950 | 407,229 | |||||
Beginning balance, value at Jun. 30, 2021 | $ 219 | 122,362,679 | (46,908,336) | (669,170) | $ 74,785,392 | ||
Balance, shares at Jun. 30, 2021 | 218,961 | ||||||
Common stock issued upon the exercise of stock options, shares | 140 | ||||||
Balance as at March 31, 2022 at Jun. 30, 2022 | $ 7,781,380 | $ 409 | 144,914,687 | (149,140,426) | (7,376,114) | $ (11,601,444) | |
Balance, shares at Jun. 30, 2022 | 835,950 | 409,229 | |||||
Beginning balance, value at Sep. 30, 2021 | $ 220 | 123,286,019 | (47,460,717) | (2,094,156) | 73,731,366 | ||
Balance, shares at Sep. 30, 2021 | 219,832 | ||||||
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) | |||||
Common stock and warrants issued in equity financing, net of issuance costs, shares | 55 | ||||||
Stock based compensation | 1,729,401 | 1,729,401 | |||||
Foreign exchange translation | $ (791,539) | $ (791,539) | |||||
Net loss | (34,334,629) | (34,334,629) | |||||
Conversion of senior convertible note | $ 17 | 8,243,437 | 8,243,454 | ||||
Conversion of senior convertible note, shares | 17,018 | ||||||
Common stock issued for services | |||||||
Common stock issued for services, shares | 40 | ||||||
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 | ||||||
Issuance of common stock under the ATM, net of issuance costs | $ 4 | 1,539,215 | 1,539,219 | ||||
Issuance of common stock under the ATM, net of issuance costs, shares | 3,758 | ||||||
Common stock and warrants issued in equity financing, net of issuance costs | 26,510 | 26,510 | |||||
Balance as at March 31, 2022 at Dec. 31, 2021 | $ 7,634,407 | $ 241 | 134,689,195 | (81,795,346) | (2,885,695) | 50,008,395 | |
Balance, shares at Dec. 31, 2021 | 835,950 | 240,703 | |||||
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) | |||||
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) | |||||
Common stock and warrants issued in equity financing, net of issuance costs, shares | 150,000 | ||||||
Conversion of senior convertible note | $ 8 | 2,409,186 | 2,409,194 | ||||
Conversion of senior convertible note, shares | 8,126 | ||||||
Common stock issued for services | 31,450 | 31,450 | |||||
Common stock issued for services, shares | 500 | ||||||
Issuance of common stock under the ATM, net of issuance costs | $ 8 | 2,345,882 | 2,345,890 | ||||
Issuance of common stock under the ATM, net of issuance costs, shares | 7,900 | ||||||
Common stock and warrants issued in equity financing, net of issuance costs | $ 150 | 4,051,350 | 4,051,500 | ||||
Balance as at March 31, 2022 at Mar. 31, 2022 | $ 7,707,543 | $ 407 | 144,568,351 | (145,364,841) | (4,517,325) | (5,313,408) | |
Balance, shares at Mar. 31, 2022 | 835,950 | 407,229 | |||||
Beginning balance, value at Jun. 30, 2022 | $ 7,781,380 | $ 409 | 144,914,687 | (149,140,426) | (7,376,114) | (11,601,444) | |
Balance, shares at Jun. 30, 2022 | 835,950 | 409,229 | |||||
Accretion of redemption value and issuance costs | $ 74,544 | (74,544) | (74,544) | ||||
10% Series A cumulative redeemable convertible preferred stock cash dividend | (200,628) | (200,628) | |||||
Common stock and warrants issued in equity financing, net of issuance costs | $ 300 | $ 1,567,830 | $ 1,568,130 | ||||
Common stock and warrants issued in equity financing, net of issuance costs, shares | 300,000 | ||||||
Stock based compensation | 921,991 | 921,991 | |||||
Foreign exchange translation | $ (2,526,478) | $ (2,526,478) | |||||
Net loss | (4,168,591) | (4,168,591) | |||||
Balance as at March 31, 2022 at Sep. 30, 2022 | $ 7,855,924 | $ 709 | 147,129,336 | (153,309,017) | (9,902,592) | (16,081,564) | |
Balance, shares at Sep. 30, 2022 | 835,950 | 709,229 | |||||
Beginning balance, value at Jun. 30, 2022 | $ 7,781,380 | $ 409 | 144,914,687 | (149,140,426) | (7,376,114) | $ (11,601,444) | |
Balance, shares at Jun. 30, 2022 | 835,950 | 409,229 | |||||
Common stock issued upon the exercise of stock options, shares | |||||||
Balance as at March 31, 2022 at Dec. 31, 2022 | $ 7,931,182 | $ 1,000 | $ 846 | 149,006,564 | (167,441,699) | (7,365,929) | $ (25,800,218) |
Balance, shares at Dec. 31, 2022 | 835,950 | 100 | 845,539 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 7,781,380 | $ 409 | 144,914,687 | (149,140,426) | (7,376,114) | (11,601,444) | |
Balance, shares at Jun. 30, 2022 | 835,950 | 409,229 | |||||
Net loss | (31,495,248) | ||||||
Redemption of the Series B redeemable preferred stock | 1,000 | ||||||
Balance as at March 31, 2022 at Mar. 31, 2023 | $ 8,007,162 | $ 3,262 | 171,821,858 | (180,635,674) | (4,792,746) | (13,603,300) | |
Balance, shares at Mar. 31, 2023 | 835,950 | 3,262,303 | |||||
Beginning balance, value at Sep. 30, 2022 | $ 7,855,924 | $ 709 | 147,129,336 | (153,309,017) | (9,902,592) | (16,081,564) | |
Balance, shares at Sep. 30, 2022 | 835,950 | 709,229 | |||||
Accretion of redemption value and issuance costs | $ 75,258 | (75,258) | (75,258) | ||||
10% Series A cumulative redeemable convertible preferred stock cash dividend | (200,628) | (200,628) | |||||
Common stock and warrants issued in equity financing, net of issuance costs | 71 | 2,146,614 | 2,146,685 | ||||
Foreign exchange translation | 2,536,663 | 2,536,663 | |||||
Net loss | (14,132,682) | (14,132,682) | |||||
Proceeds from issuance of Series B redeemable preferred stock | $ 1,000 | ||||||
Proceeds from issuance of Series B redeemable preferred stock, shares | 100 | ||||||
Common stock and warrants issued in equity financing, net of issuance costs, shares | 70,650 | ||||||
Common stock issued on exercise of Pre-funded warrants | $ 66 | 6,500 | 6,566 | ||||
Common stock issued on exercise of Pre-funded warrants, shares | 65,660 | ||||||
Balance as at March 31, 2022 at Dec. 31, 2022 | $ 7,931,182 | $ 1,000 | $ 846 | 149,006,564 | (167,441,699) | (7,365,929) | (25,800,218) |
Balance, shares at Dec. 31, 2022 | 835,950 | 100 | 845,539 | ||||
Accretion of redemption value and issuance costs | $ 75,980 | (75,980) | (75,980) | ||||
10% Series A cumulative redeemable convertible preferred stock cash dividend | (200,628) | (200,628) | |||||
Common stock and warrants issued in equity financing, net of issuance costs | $ 36 | $ (36) | |||||
Stock based compensation | 21,079 | 21,079 | |||||
Foreign exchange translation | $ 2,573,183 | $ 2,573,183 | |||||
Net loss | (13,193,975) | (13,193,975) | |||||
Common stock and warrants issued in equity financing, net of issuance costs, shares | 36,781 | ||||||
Common stock issued on exercise of Pre-funded warrants | $ 113 | 11,171 | 11,284 | ||||
Common stock issued on exercise of Pre-funded warrants, shares | 112,840 | ||||||
Redemption of the Series B redeemable preferred stock | $ (1,000) | ||||||
Redemption of series B redeemable preferred, share | (100) | ||||||
Conversion of senior convertible note | $ 2,242 | 22,875,713 | 22,877,955 | ||||
Conversion of senior convertible note, shares | 2,242,143 | ||||||
Common stock issued for services | $ 25 | 183,975 | $ 184,000 | ||||
Common stock issued for services, shares | 25,000 | ||||||
Common stock issued upon the exercise of stock options, shares | |||||||
Balance as at March 31, 2022 at Mar. 31, 2023 | $ 8,007,162 | $ 3,262 | $ 171,821,858 | $ (180,635,674) | $ (4,792,746) | $ (13,603,300) | |
Balance, shares at Mar. 31, 2023 | 835,950 | 3,262,303 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (31,495,248) | $ (98,456,505) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 5,408,467 | 9,555,184 |
Asset impairment charges | 16,135,000 | 38,629,310 |
Right-of-use asset amortization | 69,597 | 471,007 |
Stock-based compensation | 1,127,070 | 3,958,275 |
Deferred income taxes | (5,503,861) | |
Loss on conversion of senior convertible note | 5,999,662 | |
Loss on extinguishment of senior convertible note | 3,616,372 | 28,478,804 |
Amortization of debt discount | 3,389,055 | |
Change in fair value of warrant liability | (6,435,229) | (28,641,920) |
Loss (gain) on contingent consideration | 2,864,551 | (1,950,693) |
Change in fair value of derivative liability | (7,435,687) | 22,055,672 |
Loss on disposal of businesses, net | 4,198,362 | |
Gain on termination of lease | (799,901) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (158,567) | (198,876) |
Receivables reserved for users | 40,638 | 1,238,509 |
Other receivables | (14,076) | (764,685) |
Prepaid expenses and other current assets | 588,519 | 1,490,618 |
Other non-current assets | 680,409 | 144,996 |
Accounts payable and accrued expenses | 1,947,924 | 4,874,643 |
Liabilities to customers | (2,448,734) | 697,334 |
Deferred revenue | 700,874 | 557,894 |
Operating lease liability | (116,391) | (125,206) |
Net cash used in operating activities | (11,526,050) | (14,100,783) |
Cash flows from investing activities: | ||
Proceeds from the sale of Bethard Business | 1,739,882 | |
Proceeds from the sale of Spanish operations | 1,200,000 | |
Cash consideration paid for Bethard acquisition, net of cash acquired | (20,067,871) | |
Purchase of intangible assets | (34,647) | |
Purchases of equipment | (3,321) | (86,670) |
Net cash provided by (used in) investing activities | 2,936,561 | (20,189,188) |
Cash flows from financing activities: | ||
Proceeds from equity financing, net of issuance costs | 9,001,103 | 13,605,000 |
Proceeds from exercise of pre-funded warrants | 17,850 | |
Proceeds from issuance of Series B redeemable preferred stock, net of issuance costs | 1,000 | |
Redemption of Series B redeemable preferred stock | (1,000) | |
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 | (601,884) | (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 | |
Repayment of senior convertible note | (2,778,427) | |
Repayment of notes payable and finance leases | (37,150) | (157,810) |
Net cash provided by financing activities | 5,601,492 | 23,681,839 |
Effect of exchange rate on changes in cash and restricted cash | 1,026,933 | (379,416) |
Net decrease in cash and restricted cash | (1,961,064) | (10,987,548) |
Cash and restricted cash, beginning of the period | 4,809,808 | 23,360,368 |
Cash and restricted cash, end of the period | 2,848,744 | 12,372,820 |
Cash | 1,875,758 | 9,404,637 |
Restricted cash | 972,986 | 2,968,183 |
Cash | 2,517,146 | 19,917,196 |
Restricted cash | 2,292,662 | 3,443,172 |
CASH PAID FOR: | ||
Interest | 2,442,673 | 1,734,291 |
Income taxes | 376 | 431 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accretion of 10% Series A cumulative redeemable convertible preferred stock | 225,782 | 108,209 |
Fair value of contingent consideration payable in cash and common stock for Bethard acquisition | 6,700,000 | |
Increase in Senior Convertible Note from conversion of accounts payable and accrued interest | 2,500,000 | |
Conversion of senior convertible notes to common stock | 19,261,583 | 10,652,648 |
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 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 – Nature of Operations Esports Entertainment Group, Inc. (the “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 and subsidiaries (“Argyll”), an online sportsbook and casino operator. In November 2022, the Company wound down its Argyll operations, and on March 27, 2023 the Swiss courts declared the Argyll Entertainment subsidiary bankrupt and this entity was deconsolidated (Note 18) at that time. 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 acquired ggCircuit, LLC (“GGC”) and Helix Holdings, LLC (“Helix”). 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. Helix owned and operated esports centers that were disposed of on June 10, 2022, as the Company exited the physical sites. From the Helix acquisition, the Company retained its core esports programming and gaming infrastructure and remains focused on its core esports offerings. On July 13, 2021, the Company completed its acquisition of Bethard Group Limited the online casino and sports book business operating under the brand of Bethard (“Bethard”). Bethard’s business-to-consumer operations provided sportsbook, casino, live casino and fantasy sport betting services. n February 24, 2023, the Company completed the divestiture of Prozone Limited, containing the Bethard online casino and sportsbook business back to Gameday Group Plc (Note 18). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2023 | |
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, 2022. 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. Effective February 22, 2023 the Company completed a one-for-one-hundred (1-for-100) reverse stock split The Reverse Stock Split did not change the terms of the common stock. Outstanding warrants, equity-based awards and other outstanding equity rights were proportionately adjusted by dividing the shares of common stock underlying the securities by 100 and multiplying the exercise/conversion price, as the case may be, by 100. The Reverse Stock Split also applied to common stock issuable upon the conversion of the Company’s Senior Convertible Note, dated February 22, 2022 (the “Senior Convertible Note”), with the Conversion Price, as defined in the Senior Convertible Note, being subject to adjustment under the terms of the Senior Convertible Note and the Amendment and Waiver Agreement (the “Amendment”) (Note 18). The Company’s 10% outstanding Series A Cumulative Redeemable Convertible Preferred Stock (“10% Series A Cumulative Redeemable Convertible Preferred Stock”) was not affected by the Reverse Stock Split. Reportable Segments The Company operates two complementary business segments: EEG iGaming EEG iGaming includes the Company’s iGaming casino and sportsbook product offerings. Currently, the Company operates the business to consumer segment primarily in Europe. EEG Games EEG Games’ focus is on providing esports entertainment experiences to gamers through a combination of: (1) our proprietary infrastructure software, GGC, which underpins our focus on esports and is a leading provider of local area network (“LAN”) center management software and services, enabling us to seamlessly manage mission critical functions such as game licensing and payments, (2) online tournaments (through our EGL tournament platform), and (3) player-vs-player wagering. Currently, we operate our esports EEG Games business in the United States and Europe. These segments consider 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. 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, 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 included in this report. One such factor considered by the Company was its Senior Convertible Note, on which the Company had not maintained compliance with certain debt covenants and was in default under the terms of the Senior Convertible Note and that had a March 31, 2023 outstanding balance of $ 15,910,000 . The Senior Convertible Note outstanding was further reduced to $ 15,230,024 679,976 of the Senior Convertible Note using funds that were on deposit in favor of the Holder from the Sale of the Bethard Business. Subsequent to this, on April 19, 2023, the Company entered into the Note to Preferred Stock Exchange Agreement (Note 11 and Note 20) with the Holder to convert the remaining $ 15,230,024 in aggregate principal amount of the Senior Convertible Note outstanding into the new Series C Convertible Preferred Stock and the Company closed and completed the exchange on April 28, 2023 (Note 11 and Note 20) and extinguishing the Senior Convertible Note and eliminating the related derivative liability that had a fair value of 1,963,933 In addition to the above, the Company considered that it had an accumulated deficit of $ 180,635,674 as of March 31, 2023 and that it has had a history of recurring losses from operations and recurring negative cash flows from operations as it has prepared to grow its esports business through acquisition and new venture opportunities. At March 31, 2023, the Company had total current assets of $ 5,448,355 and total current liabilities of $ 28,968,837 . Net cash used in operating activities for the nine months ended March 31, 2023 was $ 11,526,050 which includes a net loss of $ 31,495,248 . The Company also considered its current liquidity as well as future market and economic conditions that may be deemed outside the control of the Company as it relates to obtaining financing and generating future profits. As of March 31, 2023, the Company had $ 1,875,758 of available cash on-hand and net current liabilities of $ 23,520,482 . 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, depending on market conditions, may be available to fund its operations and drive future growth, which include (i) the potential expected proceeds from future offerings, where the amount of the offering has not yet been determined, and (ii) the ability to raise additional financing from other sources. 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. Nasdaq Continued Listing Rules or Standards On April 11, 2022, the Company received a deficiency notification letter from the Listing Qualifications Staff of Nasdaq (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company’s common stock had closed below $1.00 per share for the previous thirty consecutive business days (the “Bid Price Rule”). On June 7, 2022, the Company received a further letter from Nasdaq notifying the Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”) was below the minimum of $ 35,000,000 On October 11, 2022, the Company received a third letter from Nasdaq notifying the Company that the Company’s common stock will be delisted, and the Company’s Common Stock warrants traded under the symbols GMBLW and GMBLZ and the Company’s 10% Series A cumulative redeemable convertible preferred stock traded under symbol GMBLP will no longer qualify for listing, and in that regard trading of the Company’s common stock, Common Stock warrants and 10% Series A cumulative redeemable convertible preferred stock will be suspended. The Company requested an appeal with the Nasdaq Hearings Panel (the “Panel”) and the hearing was held on November 17, 2022. On November 30, 2022, the Company received a determination from the Panel granting the Company’s request for the continued listing of its common stock on the Capital Market tier of Nasdaq, subject to the Company evidencing compliance with the Bid Price Rule, and the minimum of $ 2,500,000 On December 6, 2022, the Company received a fourth letter from Nasdaq notifying the Company that it has not regained compliance with the MVLS Rule. This was addressed in the November 17, 2022, hearing before the Panel where the Company presented on its plan to comply with the MVLS Rule or alternative criteria and was granted continued listing subject to the criteria noted above. On February 8, 2023, the Company received notice from the Panel updating its remaining conditions as follows: 1. On February 20, 2023, the Company shall provide a written update to the Panel regarding the progress of its debt-to-equity conversion plan and its impact on the Company’s equity; 2. On March 7, 2023, the Company shall have demonstrated compliance with the Bid Price Rule, by evidencing a closing bid price of $ 1.00 3. On March 31, 2023, the Company shall demonstrate compliance with the shareholder equity requirement, as outlined in the Equity Rule. The Company provided an update on its progress to the Panel on February 20, 2023 and o On March 30, 2023, the Company submitted a written submission requesting an extension on the requirement to demonstrate compliance with the Equity Rule and on April 6, 2023, the Panel granted an extension through April 30, 2023. On May 1, 2023, the Company announced it has met the minimum Equity Rule. On May 11, 2023, May 12, 2023 and May 18, 2023, the Company made submissions to the Panel and is awaiting their decision. There can be no assurances, however, that the Company will be able to regain compliance. Any failure to regain and maintain compliance with the continued listing requirements of Nasdaq could result in delisting of our common stock from Nasdaq and negatively impact our company and holders of our common stock, including by reducing the willingness of investors to hold our common stock because of the resulting decreased price, liquidity and trading of our common stock, limited availability of price quotations and reduced news and analyst coverage. Delisting may adversely impact the perception of our financial condition, cause reputational harm with investors, our employees and parties conducting business with us and limit our access to debt and equity financing. 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, 2023 and June 30, 2022, 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. Accounts Receivable Accounts receivable is comprised of the amounts billed to customers principally for esports events and team management services. Accounts receivable is recorded net of an allowance for credit losses. The Company performs ongoing credit evaluations for its customers and determines the amount of the allowance for credit losses upon considering such factors as historical losses, known disputes or collectability issues, the age of a receivable balance as well as current economic conditions. Bad debt expense is recorded to maintain the allowance for credit losses at an appropriate level and changes in the allowance for credit losses are included in general and administrative expense in the unaudited condensed consolidated statements of operations. At March 31, 2023 and June 30, 2022, the allowance for credit losses was not material to the unaudited condensed consolidated financial statements of the Company. 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. Equipment Equipment is stated at cost less accumulated depreciation. The Company capitalizes the direct cost of equipment as well as expenditures related to improvements and betterments that add to the productive capacity or useful life of the equipment. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset, or for leasehold improvements, the shorter of the initial lease term or the estimated useful life of the improvements. The estimated useful life of equipment by asset class follows: Schedule of Estimated Useful Life of Assets Computer Equipment Up to 5 years Furniture and fixtures Up to 7 years Leasehold improvements Shorter of the remaining lease term or estimated life of the improvement The estimated useful life and residual value of equipment are reviewed and adjusted, if appropriate, at the end of each reporting period. The costs and accumulated depreciation of assets that are sold, retired, or otherwise disposed of are removed from the accounts and the resulting gain or loss is recognized as a gain or loss on sale or disposition of assets in the unaudited condensed consolidated statements of operations. 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. 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. In accordance with ASC Topic 350 Intangibles –- Goodwill and Other In testing goodwill for impairment, the Company has the option to begin with a qualitative assessment, commonly referred to as “Step 0,” to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, including changes in the Company’s management, strategy and primary user base. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company then performs a quantitative goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. 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 months ended December 31, 2022, the Company initiated a process to evaluate the strategic options for the EEG iGaming business, including exploring a sale of EEG iGaming assets due to increasing regulatory burdens and competition. In December 2022, the Company closed down its licensed remote gambling operation in the UK market and on December 9, 2022 surrendered its UK license, as part of the winding down of the Argyll UK iGaming operations. Further, in early January 2023 the Company appointed a new Chief Executive Officer and a new interim Chief Financial Officer. As part of these changes the Company has been focused on reducing costs in its businesses as it has seen the EEG iGaming revenues decline significantly from levels seen in the previous year and previous quarters. These items and uncertainties caused by inflation and certain world events were determined to be a triggering event as of December 31, 2022, and the long-lived assets of the Company were quantitatively tested for impairment. At December 31, 2022, the Company recognized total goodwill asset impairment charges of $ 16,135,000 14,500,000 1,635,000 During the three months ended March 31, 2023, the Company sold its Bethard business reducing goodwill by $ 2,153,419 No goodwill impairment charges were recognized in the three months ended March 31, 2023. Further downturns in economic, regulatory and operating conditions could result in additional goodwill impairment in future periods. During the three and nine months ended March 31, 2022, the Company recognized goodwill impairment charges of $ 23,119,755 Intangible assets Intangible assets with determinable lives consist of player relationships, developed technology and software, tradenames and gaming licenses. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful lives of 5 years 10 years 2 years 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. During the three and nine months ended March 31, 2023, the Company determined that there was no impairment on its long-lived assets. During the three and nine months ended March 31, 2021, the Company recognized $ 13,484,122 608,626 1,416,807 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. Jackpot Provision The jackpot provision liability is an estimate of the amount due to players for progressive jackpot winnings. The jackpot liability is accrued monthly based on an estimate of the jackpot amount available for winning. The jackpot increases with each bet on a jackpot eligible iGaming casino machine and a portion of each losing bet is allocated towards the funding of the jackpot amount. Jackpots are programmed to be paid out randomly across certain casino brands. When a player wins a jackpot, the amount of the jackpot is reset to a defined amount that varies across eligible iGaming casino machines. Participating iGaming casino machines of the Company pool into the same jackpot and therefore the winning of a jackpot affects other players on the network of participating iGaming casino machines. Leases The Company leases office space through an operating lease agreement that was a result of its acquisition of Lucky Dino. The Company previously leased office space, acquired through the Argyll acquisition, that wound down operations during November 2022 and game center space, other property and equipment, acquired through the Helix acquisition, that was sold as part of the Helix sale transaction on June 10, 2022, where the purchaser assumed the lease liabilities. The Company measures an operating lease right-of-use (“ROU”) asset and liability, as well as a finance lease asset and liability, based on the present value of the future minimum lease payments over the lease term at the commencement date. Minimum lease payments include the fixed lease and non-lease components of the agreement, as well as any variable rent payments that depend on an index, initially measured using the index at the lease commencement date. The minimum payments under operating leases are recognized on a straight-line basis over the lease term in the unaudited condensed consolidated statements of operations. Operating lease expenses related to variable lease payments are recognized as operating expenses in a manner consistent with the nature of the underlying lease and as the events, activities, or circumstances in the lease agreement occur. Leases with a term of less than 12 months (“short-term leases”) are not recognized on the unaudited condensed consolidated balance sheets. The rent expense for short-term leases is recognized on a straight-line basis over the lease term and included in general and administrative expense on the unaudited condensed consolidated statements of operations. 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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, equity instruments and warrants, to determine if those contracts or embedded components of those contracts qualify as derivatives (Note 11). 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 unaudited condensed consolidated balance sheets. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the unaudited condensed consolidated 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 at each balance sheet date and records the change in the fair value of the remaining embedded derivative 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, 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 values 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 their carrying amounts due to the short maturities of these instruments. The fair values 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, 2023 and 2022 because their inclusion would have been antidilutive: Schedule of Weighted Average Diluted Shares Outstanding As of March 31, 2023 2022 Common stock options 32,324 13,594 Common stock warrants 562,006 203,506 Common stock issuable upon conversion of senior convertible note 72,875 160,315 10% Series A cumulative redeemable convertible preferred stock 835,950 835,950 Total 1,503,155 1,213,365 Comprehensive Loss Comprehensive loss consists of the net loss for the year and foreign currency translation adjustments related to the effect of foreign exchange on the valu |
Other Receivables
Other Receivables | 9 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Other Receivables | Note 3 – Other Receivables The components of other receivables are as follows: Schedule of Other Receivables March 31, 2023 June 30, 2022 Indirect taxes 13,270 306,040 Other 371,418 66,243 Other receivables $ 384,688 $ 372,283 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Mar. 31, 2023 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 4 – 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, 2023 June 30, 2022 Prepaid marketing costs $ 51,988 $ 298,300 Prepaid insurance 127,493 230,404 Prepaid gaming costs 482,568 575,113 Other 307,126 439,236 Prepaid expenses and other current assets $ 969,175 $ 1,543,053 |
Equipment
Equipment | 9 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Note 5 – Equipment The components of equipment are as follows: Schedule of Equipment March 31, 2023 June 30, 2022 Computer equipment $ 40,313 $ 35,911 Furniture and equipment 35,772 34,526 Equipment, at cost 76,085 70,437 Accumulated depreciation and finance lease amortization (46,010 ) (26,512 ) Equipment, net $ 30,075 $ 43,925 Depreciation expense and finance lease amortization expense was $ 19,194 50,244 55,506 109,852 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6 – Goodwill and Intangible Assets A summary of the changes in the balance of goodwill by segment is as follows: Schedule of Goodwill EEG iGaming EEG Games Total Goodwill, balance as of June 30, 2022 19,660,481 2,614,832 22,275,313 Impairment charges (14,500,000 ) (1,635,000 ) (16,135,000 ) Disposal of Bethard Business (2,153,419 ) - (2,153,419 ) Foreign currency translation 487,581 - 487,581 Goodwill, balance as of March 31, 2023 $ 3,494,643 $ 979,832 $ 4,474,475 During the three months ended March 31, 2023 the Company recognized loss on disposal of businesses that included $ 2,116,882 Previously, during the three months ended December 31, 2022, the Company concluded that goodwill impairment indicators existed considering that the EEG iGaming revenues had declined significantly from levels seen in the previous year and in the previous quarters and EEG Games was not performing at the level of previous expected. This and uncertainties caused by inflation and certain world events were determined to be a triggering event and the long-lived assets of the Company were quantitatively tested for impairment. The Company performed its interim impairment tests 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 business component level. Based on the circumstances described above as of December 31, 2022, the Company determined that all its asset groups were recoverable under the undiscounted cash flow recoverability test. There were no In accordance with ASC 350, at December 31, 2022, for goodwill, the Company performed an interim goodwill impairment test, which compared the estimated fair value of each reporting unit to its 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 interim impairment test performed indicated that the carrying value of the iGaming and GGC reporting units exceeded their estimated fair values determined by the Company. Based on the results of the goodwill impairment testing procedures as of December 31, 2022, the Company recognized goodwill impairments of $ 14,500,000 1,635,000 16,135,000 no In the nine months ended March 31, 2022, the Company had concluded, at that time, that goodwill impairment indicators existed based on the significant volatility in the Company’s stock price. 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 certain world events, resulted in the Company evaluating its goodwill and long-lived assets, including intangible assets, for impairment as of March 31, 2022. 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. 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 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 In total, as described in detail above, the Company recorded $ 36,603,877 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. 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 the Company’s business continue to deteriorate, the Company could recognize further goodwill and long-lived asset impairment charges. The table below reflects the adjusted gross carrying amounts for these intangible assets. The intangible amounts comprising the intangible asset balance are as follows: Schedule of Intangible Assets March 31, 2023 June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradename $ 2,792,893 $ (492,501 ) $ 2,300,392 $ 5,835,512 $ (578,960 ) $ 5,256,552 Developed technology and software 9,216,263 (3,236,298 ) 5,979,965 10,109,366 (1,935,018 ) 8,174,348 Gaming licenses 720,975 (720,975 ) - 1,317,567 (774,760 ) 542,807 Player relationships 9,976,373 (4,097,935 ) 5,878,438 20,920,029 (4,757,813 ) 16,162,216 Internal-use software 226,274 (14,643 ) 211,631 225,086 (14,520 ) 210,566 Total $ 22,932,778 $ (8,562,352 ) $ 14,370,426 $ 38,407,560 $ (8,060,653 ) $ 30,346,489 Amortization expense was $ 1,600,399 3,074,979 5,352,961 9,445,332 1,351,833 2,276,353 248,566 910,000 4,607,244 6,825,332 745,717 2,730,000 The estimated future amortization related to definite-lived intangible assets is as follows: Schedule of Future Amortization of Intangible Assets Remainder of Fiscal 2023 $ 1,113,392 Fiscal 2024 4,318,596 Fiscal 2025 4,318,596 Fiscal 2026 3,164,773 Fiscal 2027 376,446 Thereafter 1,078,623 Total $ 14,370,426 |
Other Non-Current Assets
Other Non-Current Assets | 9 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Note 7 – Other Non-Current Assets The components of other non-current assets are as follows: Components of Other Non-Current Assets March 31, 2023 June 30, 2022 iGaming regulatory deposits $ - $ 1,715,053 iGaming deposit with service providers - 261,825 Rent deposit - 80,520 Other 4,844 4,778 Other non-current assets $ 4,844 $ 2,062,176 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 8 – Accounts Payable and Accrued Expenses The components of accounts payable and accrued expenses are as follows: Components of Accounts Payable and Accrued Expenses March 31, 2022 June 30, 2022 Trade accounts payable $ 4,653,773 $ 5,069,616 Accrued marketing 1,240,370 2,388,987 Accrued payroll and benefits 1,041,088 833,322 Accrued gaming liabilities 208,128 446,626 Accrued professional fees 359,856 555,967 Accrued jackpot liabilities 327,524 297,970 Accrued interest 56,743 - Accrued other liabilities 1,007,588 2,751,564 Total $ 8,895,070 $ 12,344,052 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 – Related Party Transactions The Company’s current Chief Executive Officer owns less than 5 % of Oddin.gg, a vendor of the Company. For the three and nine months ended March 31, 2023, the Company incurred charges of $ 0 and $ 72,107 , respectively, and for the three months nine months ended March 31, 2022, the Company incurred charges of $ 22,073 and $ 52,791 , respectively, related to the vendor. The Company owed $ 47,754 and $ 3,359 to the vendor as of March 31, 2023 and June 30, 2022, respectively. The Company reimbursed the former Chief Executive Officer for office rent and related expenses. The Company incurred charges owed to the former Chief Executive Officer for office expense reimbursement of $ 0 1,200 1,200 3,600 no The Company retained the services of its former Chief Financial Officer and Chief Operating Officer through a consultancy agreement dated April 2, 2022 and an employment agreement dated April 2, 2022. The Company remitted monthly payments to its former Chief Financial Officer and Chief Operating Officer of NZD 36,995 23,169 500 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 $ 4,255 1,857 10,776 22,139 11,549 0 The Company had retained services from a former member of its Board who remained as an advisor to the Company with an annual fee of $ 60,000 18,000 22,225 500 During the year ended June 30, 2021, the Company engaged in transactions with Tilt, LLC a game center operator controlled by the head of GGC. For the three months ended March 31, 2022 the Company had net sales to Tilt, LLC in the amount of $ 22,977 11,200 4,478 2,631 222,599 33,600 16,589 19,214 |
Leases
Leases | 9 Months Ended |
Mar. 31, 2023 | |
Leases | |
Leases | Note 10 – Leases The Company leases office and building space and equipment under operating lease agreements. The Company previously leased computer equipment under finance lease agreements that was disposed of in June 2022. 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 July 2021, the Company commenced a lease for office space of approximately 284 square meters in Saint Julians, Malta over a 3-year lease term 83,000 89,032 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 (the “UCLA Lease”) 17,500 3 799,901 The consolidated balance sheet allocation of assets and liabilities related to operating and finance leases is as follows: Schedule of Assets and Liabilities Related to Operating Lease Condensed Consolidated Balance Sheet Caption March 31, 2023 (unaudited) June 30, 2022 Assets: Operating lease assets Operating lease right-of-use assets $ 106,386 $ 164,288 Total lease assets $ 106,386 $ 164,288 Liabilities: Current: Operating lease liabilities Operating lease liability –- current $ 99,188 $ 364,269 Long-term: Operating lease liabilities Operating lease liability –- non-current 18,073 669,286 Total lease liabilities $ 117,261 $ 1,033,555 The operating lease expense for the three and nine months ended March 31, 2023 was $ 33,443 69,597 162,733 458,949 12,918 36,100 Weighted average remaining lease terms and discount rates follow: Schedule of Weighted Average Remaining Lease Terms and Discount Rates March 31, 2023 June 30, 2022 Weighted Average Remaining Lease Term (Years): Operating leases 1.50 3.87 Weighted Average Discount Rate: Operating leases 8.00 % 8.00 % The future minimum lease payments at March 31, 2023 follows: Schedule of Future Minimum Lease Payments Operating Lease Remainder of fiscal 2023 $ 24,094 Fiscal 2024 100,126 Total lease payments 124,220 Less: imputed interest (6,959 ) Present value of lease liabilities $ 117,261 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 11 – Long-Term Debt Notes payable and other long-term debt The components of notes payable and other long-term debt follows: Schedule of Notes Payable and Other Long-term Debt Maturity Interest Rate as of March 31, 2023 March 31, 2023 June 30, 2022 Notes payable April 30, 2023 3.49 % $ 25,723 $ 139,538 Total 25,723 139,538 Less current portion of notes payable and long-term debt (25,723 ) (139,538 ) Notes payable and other long-term debt $ - $ - In connection with its acquisition of Argyll on July 31, 2020, the Company assumed a note payable of £ 250,000 327,390 3 years 3.49 The monthly principal and interest payments on the note payable commenced in June 2021 and continue through May 2023 20,833 25,723 324 1,945 1,791 6,448 The maturities of long-term debt are as follows: Schedule of Maturities of Long-term Debt Fiscal 2023 $ 25,723 Total $ 25,723 Long term debt $ 25,723 Senior Convertible Note On February 22, 2022, the Company exchanged the existing senior convertible note (the “Old Senior Convertible Note”) with a remaining principal of $ 29,150,001 35,000,000 2,778,427 32,221,573 1,073,343 90 5 2,950,010 450,010 2,500,000 19,261,583 2,242,143 3,616,372 15,910,000 Subsequent to March 31, 2023, on April 19, 2023, the Company redeemed $ 679,976 15,910,000 750,000 679,976 51,450 168,574 150,000 Further, on April 28, 2023, the Company closed on an agreement with the Holder to convert the remaining outstanding $ 15,230,024 The conversion of the Senior Convertible Note into the Series C Convertible Preferred Stock extinguished the Senior Convertible Note and the remaining related debt liability outstanding of $ 15,230,024 1,963,933 1,862,000,000 See Note 20, Subsequent Events Prior to the extinguishment of the debt, the interest rate on the Senior Convertible Note was 8.0 12.0 12 8.0 56,743 1,075,069 56,743 The maturity date of the Senior Convertible Note was June 2, 2023, and was subject to extension in certain circumstances, including bankruptcy and outstanding events of default. The Company could redeem the Senior Convertible Note, subject to certain conditions, at a price equal to 100 The Company had not maintained compliance with certain debt covenants and was in default under the terms of the Senior Convertible Note at March 31, 2023 through the date of the conversion to the Series C Preferred Stock. The Senior Convertible Note was convertible, at the option of the Holder, into shares of the Company’s Common Stock at a conversion price of $ 1,750.00 If an Event of Default had occurred under the Senior Convertible Note, in addition to the default interest rate discussed above, the Holder may have elected to alternatively convert the Senior Convertible Note at the Alternate Conversion Price (as defined in the Senior Convertible Note). In connection with an Event of Default, the Holder may have required the Company to redeem in cash any or all of the Senior Convertible Note. The redemption price would have equaled the outstanding principal of the Senior Convertible to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, or an amount equal to market value of the shares of the Company’s Common Stock underlying the Senior Convertible Note, as determined in accordance with the Senior Convertible Note, if greater. The Holder did not have the right to convert any portion of a Senior Convertible 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 the Company’s Common Stock outstanding immediately after giving effect to such conversion. The Holder could have from time to time increased this limit to 9.99%, provided that any such increase would not have been effective until the 61st day after delivery of a notice to the Company of such increase. If an Event of Default occurred, the Holder of the Senior Convertible Note had the right to alternate conversion (“Alternate Conversion”) and may have elected to convert the Senior Convertible Note 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 $ 218.32 218.32 The Senior Convertible Note included a 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 $ 218.32 72,875 160,315 1,963,933 1,862,000,000 Until April 28, 2023, and the conversion of the Senior Convertible Note into the Series C Preferred Stock, under the Senior Convertible Note, and consistent with the Old Senior Convertible Note, the Company was 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 was also subject to certain financial debt covenants relating to available cash, minimum annual revenues, ratio of debt to market capitalization and minimum cash flow. At March 31, 2023, prior to the conversion of the Senior Convertible Note into the Series C Preferred Stock, the Company was in default under the terms of the Senior Convertible Note. The Senior Convertible Note was to mature in less than 12 months from March 31, 2023, and the Company has continued to recognize its obligation under the Senior Convertible Note as a current liability in the unaudited condensed consolidated balance sheet. The Old Senior Convertible Note was issued by the Company to the Holder on June 2, 2021 in the principal amount of $ 35,000,000 32,515,000 2,485,000 20,000 20,000 26,680,000 1,750.00 Prior to the default, it was previously determined that the Company was not in compliance with the Old Senior Convertible Note covenants at September 30, 2021 and subsequent reporting dates. 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, 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 2,000 In addition, the Company requested and received an amendment to the Old 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 7,500,000 25,145 5,999,662 28,478,804 The Company 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 Senior Convertible Note agreement included a provision that should both the Company be in breach of its debt covenants and its price per common share trade below the Conversion Floor Price of $ 218.32 The make-whole provision in the Senior Convertible Note was a derivative liability. The Company’s obligation to make a payment under the make-whole provision was previously assessed as remote with an immaterial fair value. This considered that the Company had 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. At March 31, 2023, the Company had been unable to complete an agreement to restructure the terms and covenants of the Senior Convertible Note. The stock price further continued to trade materially below the Conversion Floor Price and the Company had also been unable to secure a debt waiver. The fair value of the derivative liability at March 31, 2023 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, 2023, the Company estimated that it would be required to issue up to 72,875 1,963,933 9,399,620 1,862,000,000 1,963,933 218.32 1,963,933 Warrants September 2022 Warrants On September 19, 2022, the Company completed the September 2022 Offering, an equity offering in which it sold 300,000 25.00 300,000 25.00 36,000 25.00 The September 2022 Warrants may be exercised at any time after issuance for one share of Common Stock of the Company at an exercise price of $ 25.00 The September 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 September 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 Warrant Agreement, pursuant to which the September 2022 Warrants were purchased, which includes a change in control. The Company has recorded a liability for the September 2022 Warrants at fair value on the issuance date with subsequent changes in fair value reflected in earnings. On September 19, 2022, the date of the Common Stock issuance, the Company determined the total fair value of the September 2022 Warrants to be $ 5,286,288 702,239 1,565,215 4,584,049 March 2022 Warrants On March 2, 2022, the Company completed the March 2022 Offering, an equity offering in which it sold 150,000 100.00 150,000 100.00 22,500 100.00 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 $ 100.00 The March 2022 Warrants are callable by the Company should the volume weighted average share price of the Company exceed $300.00 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 pursuant to which the March 2022 Warrants were purchased, 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. On March 2, 2022, the date of the Common Stock issuance, the Company determined the total fair value of the March 2022 Offering Warrants to be $ 9,553,500 607,500 2,070,000 341,550 169,050 1,728,450 5,503,500 Series A and Series B Warrants On June 2, 2021, the Company issued 20,000 20,000 1,750.00 1,750.00 The Series A Warrants and Series B Warrants are callable by the Company should the volume weighted average share price of the Company exceed $3,250.00 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, 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, 2022, the Company determined the total fair value of the Series A Warrants and Series B Warrants to be $ 122,730 117,340 5,390 0 16,776 122,730 2,677,898 32,986,240 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 and the amount was fully recognized in the prior year ended June 30, 2022. Components of Long-Term Debt, including Senior Convertible Note The components of the Company’s long-term debt, including the Senior Convertible Note follows: Schedule of Components of Long-term Debt March 31, 2023 June 30, 2022 Current portion of long-term debt, including the senior convertible note $ 15,935,723 $ 35,139,538 Total $ 15,935,723 $ 35,139,538 Carrying amount $ 15,935,723 $ 35,139,538 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 12 – Commitments and contingencies Commitments On October 1, 2019, the Company entered into a sponsorship agreement with an eSports team (the “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 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 Corporation was March 31, 2021. The Company paid $ 1,550,000 500 10 years 1,250,000 100 1,250,000 100 334,890 1,019,556 1,019,556 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 1,000 100,000,000 1,000 200,000,000 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. During the three and nine months ended March 31, 2023, the Company recorded $ 146,840 963,023 1,090,523 3,905,728 549,988 433,612 217,730 149,913 Contingencies On December 23, 2022, Grant Johnson resigned from the Board. Mr. Johnson resigned following his termination for cause, by the Board, from his position as Chairman and Chief Executive Officer of the Company, effective December 3, 2022. As a result, Mr. Johnson is no longer an officer or director of the Company. On January 6, 2023, Mr. Johnson, filed a lawsuit in the United States District Court for the Southern District of New York against the Company. The claim alleges breach by the Company of Mr. Johnson’s employment agreement when it terminated him for “Cause” as defined in the agreement on December 3, 2022. Mr. Johnson seeks in excess of $ 1,000,000 2,000 On February 28, 2023, Mr. Johnson filed an amended complaint to amend his original claim and to add an alleged defamation claim. On March 14, 2023, the Company filed its Pre-Motion Letter requesting that the claim be dismissed and on March 15, 2023, Mr. Johnson filed a letter to the Court requesting that the claim not be dismissed. On May 4th a Rule 16 conference took place and the Company decided not to move forward with the motion to dismiss and is preparing documents for the discovery phase and a response to the Plaintiff’s statement of claim as well as a counterclaim. The Company believes the claims are without merit and intends to defend against the claims vigorously. The case is captioned Grant Johnson v. Esports Entertainment Group, Inc. 1:22-cv-10861 (SDNY). During October 2022, the Company entered into an amendment to the Bethard SPA where it agreed to pay € 6,535,753 6,891,782 13,120,000 13,834,699 3,328,361 0 2,864,551 99,247 1,950,693 Since the acquisition of the Argyll UK EEG iGaming business on July 31, 2020, the Company has responded to periodic requests for information from the UK Gambling Commission (the “UKGC”) in relation to information required to maintain its UK license following the change of corporate control. There have been no adverse judgments imposed by the UKGC against the Company. On November 10, 2022, the Company determined that it would close down its licensed remote gambling operation in the UK market. On November 15, 2022, as part of the winding down of the Argyll UK iGaming operations, players were informed that they would no longer be able to place bets from November 30, 2022 and that they could withdraw their balances through December 7, 2022. On December 8, 2022 Argyll UK surrendered its UK license and the surrender was confirmed by the UKGC on December 9, 2022. Between December 7, 2022 and December 14, 2022 Argyll UK attempted to refund customer accounts that still had remaining balances. On March 3, 2023, the Board determined that the Company’s wholly-owned subsidiary Argyll Entertainment, the Company’s Swiss entity that is part of Argyll UK, would be liquidated. The Swiss courts declared Argyll Entertainment bankrupt on March 27, 2023, at which point the Company lost control of Argyll Entertainment and, as a result, deconsolidated the entity. The Company had previously fully impaired the goodwill, intangible assets and other long-lived assets of Argyll UK in the fiscal year ended June 30, 2022. The Company recognized a gain on disposal of Argyll Entertainment of $ 3,288,060 On January 1, 2022, amendments to the Finnish Lotteries Act came into effect, further restricting marketing opportunities and enhancing the enforcement powers of the Finnish regulator. Prior to these amendments coming into effect, in the fiscal quarter ended December 31, 2021, the Company has received communications from the Finnish regulator requesting clarification on its marketing and gaming practices related to its Finnish EEG iGaming operations. The Company responded to the initial communication in third quarter of fiscal year 2022 and received a second request for further clarification. On November 28, 2022, the Company provided its response, further addressing its business and marketing operations in Finland. Further powers allowing the Finnish regulator to require blocking by payment service providers of overseas operators who are targeting their marketing activities towards Finnish customers are also due to come into effect in 2023. Operations in Finland run under the MGA license on the Lucky Dino in-house built iDefix casino-platform. On January 5, 2023, the Company received a communication that the Finnish regulator was satisfied with the Company’s response and no adverse judgments were imposed by the Finnish regulator against the Company. 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 the Company’s 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 for loss contingencies as of March 31, 2023 or June 30, 2022. 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 the Company’s financial position, results of operations or liquidity. Other than discussed above, the Company is currently not involved in any other litigation that it believes could have a material adverse effect on the Company’s financial condition or results of operations. |
Revenue and Geographic Informat
Revenue and Geographic Information | 9 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Geographic Information | Note 13 – 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 Sports Limited (“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 (until November 30, 2022 when no further bets were taken as part of the winding down of the Argyll operations), EGL Lucky Dino and Bethard (until February 2023 when the operations of Bethard were sold (Note 18)), have been identified as the 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 (until June 10, 2022 when the Helix Game Centers were disposed) principally service customers in the United States. A disaggregation of revenue by type of service for the three and nine months ended March 31, 2023 and 2022 is as follows: Schedule of Disaggregated by Revenue 2023 2022 2023 2022 Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 Online betting and casino revenues $ 3,437,387 $ 14,590,447 $ 17,571,219 $ 41,692,731 Esports and other revenues 738,607 1,109,140 2,619,444 4,946,194 Total $ 4,175,994 $ 15,699,587 $ 20,190,663 $ 46,638,925 Revenue $ 4,175,994 $ 15,699,587 $ 20,190,663 $ 46,638,925 A summary of revenue by geography for the three and nine months ended March 31, 2023 and 2022 is as follows: Schedule of Revenues with Customers and Long-lived Assets Disaggregated by Geographical Area 2023 2022 2023 2022 Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 United States $ 510,874 $ 1,046,639 $ 1,905,255 $ 4,255,482 International 3,665,120 14,652,948 18,285,408 42,383,443 Total $ 4,175,994 $ 15,699,587 $ 20,190,663 $ 46,638,925 Revenue $ 4,175,994 $ 15,699,587 $ 20,190,663 $ 46,638,925 A summary of long-lived assets by geography is as follows: Schedule of Long-Lived Assets by Geography March 31, 2023 June 30, 2022 United States $ 5,316,004 $ 8,271,360 International 13,670,202 46,620,831 Total $ 18,986,206 $ 54,892,191 Long-lived assets $ 18,986,206 $ 54,892,191 |
10% Series A Cumulative Redeema
10% Series A Cumulative Redeemable Convertible Preferred Stock | 9 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
10% Series A Cumulative Redeemable Convertible Preferred Stock | Note 14 – 10% Series A Cumulative Redeemable Convertible Preferred Stock The Company is authorized to issue 10,000,000 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 Dividends Dividends on the 10% Series A Cumulative Redeemable Convertible Preferred Stock accrue daily and are cumulative from the date of issuance. The dividends on the 10% Series A Cumulative Redeemable Convertible Preferred Stock are payable monthly in arrears on the last day of each calendar month, when, as and if declared by the Board, at the rate of 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, 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 is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The 10% Series A Cumulative Redeemable Convertible Preferred Stock has not been adjusted to its redemption amount as of March 31, 2023 because a deemed liquidation event is not considered probable. 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 been paid in an aggregate amount equal to four monthly dividends on the shares, 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, until all arrearages in dividends and dividends in full for the current monthly period have been paid. |
Series B Redeemable Preferred S
Series B Redeemable Preferred Stock | 9 Months Ended |
Mar. 31, 2023 | |
Series B Redeemable Preferred Stock | |
Series B Redeemable Preferred Stock | Note 15 – Series B Redeemable Preferred Stock On December 20, 2022, the Company entered into a Subscription and Investment Representation Agreement with a member of management, the Interim Chief Financial Officer of the Company, pursuant to which the Company agreed to issue and sell one hundred ( 100 0.001 10 On December 21, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of Series B Preferred Stock. The Certificate of Designation provided that one hundred ( 100 25,000,000 Conversion The Series B Preferred Stock was not convertible. Dividends The holder of Series B Preferred Stock, as such, was not entitled to receive dividends or distributions of any kind. Voting Rights Except as otherwise provided by the Company’s Amended and Restated Articles of Incorporation or required by law, the holder of Series B Preferred Stock had no voting rights, except that the holder of Series B Preferred Stock had the right to vote on any resolution or proposal presented to the stockholders of the Company to approve a decrease in the number of the Company’s issued and outstanding shares of Common Stock, or reverse stock split of such issued and outstanding shares, within a range as determined by the Board in accordance with the terms of such amendment (the “Reverse Stock Split Proposal”), or as otherwise required by the Nevada Revised Statutes. The outstanding shares of Series B Preferred Stock had 25,000,000 votes per share 0.001 The shares of Series B Preferred Stock was voted, without action by the holder, on the Reverse Stock Split Proposal in the same proportion as shares of Common Stock were voted (excluding any shares of Common Stock that were not voted), or otherwise, or which are counted as abstentions or broker non-votes) on the Reverse Stock Split Proposal (and, for purposes of clarity, such voting rights did not apply on any other resolution presented to the stockholders of the Company). Liquidation The Series B Preferred Stock had no rights as to any distribution of assets of the Company for any reason, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily, and did not affect the liquidation or distribution rights of holders of any other outstanding series of preferred stock of the Company, if any. Redemption The outstanding shares of Series B Preferred Stock were to be redeemed in whole, but not in part, at any time (i) if such redemption was ordered by the Board in its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion, or (ii) automatically upon the stockholder approval of the Reverse Stock Split Proposal. As used herein, the “Redemption Time” meant the effective time of the redemption. Each share of Series B Preferred Stock redeemed in the redemption was to be redeemed in consideration for the right to receive an amount equal to $ 10 From and after the time at which the shares of Series B Preferred Stock was called for redemption (whether automatically or otherwise) in accordance with the above, such shares of Series B Preferred Stock were to cease to be outstanding, and the only right of the former holder of such shares of Series B Preferred Stock, as such, was to receive the applicable Redemption Price. The shares of Series B Preferred Stock redeemed by the Company were to be automatically retired and restored to the status of authorized but unissued shares of preferred stock, upon such redemption. Notice of a meeting of the Company’s stockholders for the submission to such stockholders of any proposal to approve the Reverse Stock Split constitutes notice of the redemption of shares of Series B Preferred Stock and results in the automatic redemption of the shares of Series B Preferred Stock at the effective time of the redemption pursuant to the above. In connection with the issuance of the Series B Preferred Stock, the Company set apart funds for payment for the redemption of the shares of Series B Preferred Stock. Pursuant to the terms of the Preferred Stock, the outstanding shares of Preferred Stock were redeemed in whole following the effectiveness of stockholder approval of the reverse stock split proposal at the Company’s 2022 annual meeting held on January 26, 2023. The holder of the Preferred Stock received consideration of $ 10 1,000 The Series B Preferred Stock was not mandatorily redeemable, but rather was only contingently redeemable, and given that the redemption events were not certain to occur, the shares were not accounted for as a liability. As the Series B Redeemable Preferred Stock was contingently redeemable on events outside of the control of the Company, all shares of Series B Cumulative Redeemable Preferred Stock have been presented outside of permanent equity in mezzanine equity on the unaudited condensed consolidated balance sheets. |
Equity
Equity | 9 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity | Note 16 – Equity Common Stock The authorized capital stock of the Company consists of 500,000,000 0.001 Dividend Rights Subject to the prior or equal rights of holders of all classes of stock at the time outstanding having prior or equal rights as to dividends, the holders of the Company’s Common Stock may receive dividends out of funds legally available if the Board, in its discretion, determines to issue dividends and then only at the times and in the amounts that the Board may determine. The Company has not paid any dividends on the Company’s Common Stock and do not contemplate doing so in the foreseeable future. Voting Rights Each holder of the Common Stock is entitled to one vote for each share of Common Stock held by such stockholder. No Preemptive or Similar Rights The Company’s Common Stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions. Liquidation In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The following is a summary of common stock issuances for the nine months ended March 31, 2023: ● During the nine months ended March 31, 2023, as part of the September 2022 Offering, the Company sold 300,000 25.00 25.00 7,536,000 1,568,130 6,854,418 681,582 5,286,288 2,778,427 2,265,927 50 2,000,000 7 512,500 ● During the nine months ended March 31, 2023, on December 21, 2022, the Company closed an offering (the “Registered Direct Offering”) in which it sold: (a) 70,650 178,500 9.37 0.10 2,316,686 2,316,686 170,001 2,146,685 1,073,343 1,073,343 178,500 17,850 ● During the nine months ended March 31, 2023, the Company and the Holder of our Senior Convertible Note effected debt for equity exchanges under the Senior Convertible Note of $ 19,261,583 2,242,143 shares of our common stock and recorded a loss on extinguishment of the Senior Convertible Note of $ 3,616,372 During the nine months ended March 31, 2023, in connection with his appointment as Chief Executive Officer, the Company granted the Chief Executive Officer, Mr. Igelman, an award of 25,000 7.36 ● During the nine months ended March 31, 2023, in connection with the Reverse Stock Split, the Company issued 36,781 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 150,000 units at $ 100.00 , consisting of one share of common stock and one warrant with an exercise price of $ 100.00 , for gross proceeds of $ 150,000 . 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 . ● During the nine months ended March 31, 2022, the Company issued 1,326 469.52 ● During the nine months ended March 31, 2022, the Company issued 140 482.00 67,479 ● During the nine months ended March 31, 2022, the Company issued 11,658 4,005,267 3,885,109 343.56 ● During the nine months ended March 31, 2022, the holder of the Senior Convertible Note converted an aggregate conversion value of $ 10,652,648 25,144 423.67 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 no 11,658 4,005,267 Common Stock Warrants On December 21, 2022, the Company entered into a securities purchase agreement with an institutional investor. The offering included (a) 70,650 178,500 9.37 0.10 0.10 178,500 17,850 On September 19, 2022, the Company closed the September 2022 Offering, in which it sold 300,000 25.00 300,000 25.00 36,000 1.00 36,000 September 19, 2027 On March 2, 2022, the Company closed the March 2022 Offering, in which it sold 150,000 100.00 150,000 100.00 22,500 1.00 20,925 March 2, 2027 On June 2, 2021, the Company issued 20,000 20,000 1,750.00 June 2, 2025 June 2, 2023 On April 16, 2020, the Company closed an offering, (the “April 2020 Offering”), in which it sold 19,800 39,600 425 2,094 2,094 1.00 11,368 April 14, 2025 no In connection with the April 2020 Offering the Company also issued 12,172 24,345 425 4,138,585 406 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, 2021 53,506 $ 1,418.98 3.14 8,743,588 Issued 172,500 100.00 Exercised - - Forfeited or cancelled - - Outstanding, June 30, 2022 226,006 $ 412.26 4.07 - Issued 336,000 25.00 Exercised - - Forfeited or cancelled - - Outstanding September 30, 2022 562,006 $ 180.73 4.51 - Issued 178,500 0.10 Exercised (65,660 ) 0.10 Forfeited or cancelled - - Outstanding December 31, 2022 674,846 $ 150.53 4.38 - Issued - - Exercised (112,840 ) 0.1 Forfeited or cancelled - - Outstanding March 31, 2023 562,006 $ 180.73 4.01 - Common Stock Options On September 10, 2020, the Board 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 15,000 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 2,340 shares. 22,019 14,695 25,000 7.70 A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Number of Options Weighted Average Exercise Price Outstanding, June 30, 2021 4,747 $ 549.29 Granted 11,202 671.00 Exercised (140 ) 482.00 Cancelled (4,704 ) 653.64 Outstanding, June 30, 2022 11,105 $ 628.71 Granted - - Exercised - - Cancelled (3,470 ) 656.38 Outstanding, December 31, 2022 7,635 $ 625.06 Granted 25,000 7.70 Exercised - - Cancelled (311 ) 628.39 Outstanding, March 31, 2023 32,324 149.52 As of March 31, 2023, the weighted average remaining life of the options outstanding was 4.45 32,324 149.52 63,234 Stock Based Compensation During the three and nine months ended March 31, 2023 the Company recorded stock-based compensation expense of $ 21,079 1,127,070 1,346,502 3,958,275 As of March 31, 2023, other than the amounts related to the Chief Executive Officer’s stock options of $ 63,234 25,000 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2023 | |
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, 2023 Total Level 1 Level 2 Level 3 Liability for the September 2022 Warrants (Note 11) $ 702,239 $ - $ - $ 702,239 Liability for the March 2022 Warrants (Note 11) $ 341,550 $ 341,550 $ - $ - Derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) $ 1,963,933 $ - $ - $ 1,963,933 June 30, 2022 Total Level 1 Level 2 Level 3 Contingent consideration (Note 12) $ 3,328,361 $ - $ - $ 3,328,361 Liability for the March 2022 Warrants (Note 11) $ 2,070,000 $ 2,070,000 $ - $ - Liability for the Series A and Series B Warrants (Note 11) $ 122,730 $ - $ - $ 122,730 Derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) $ 9,399,620 $ - $ - $ 9,399,620 A summary of the changes in Level 3 financial instruments for the nine months ended March 31, 2023 is as follows: Schedule of Changes in Level 3 Financial Instruments Warrant Liability Contingent Consideration Derivative liability on Senior Convertible Note Balance at June 30, 2022 $ 122,730 $ 3,328,361 $ 9,399,620 Fair value of the September 2022 Warrants (Note 11) 5,286,288 - - Change in fair value of September 2022 Warrants (Note 11) (1,482,103 ) - - Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 11) (105,953 ) - - Change in fair value of Bethard contingent consideration liability (Note 12) - (179,468 ) - Change in the fair value of the derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) - - (274,864 ) Balance at September 30, 2022 3,820,962 3,148,893 9,124,756 Change in fair value of September 2022 Warrants (Note 11) (1,536,732 ) - - Loss (gain) on Bethard contingent consideration liability (Note 12) - 3,044,019 - Change in the fair value of the derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) - - (8,324,802 ) Balance at December 31, 2022 $ 2,284,230 6,192,912 799,954 Change in fair value of September 2022 Warrants (Note 11) (1,565,215 ) - - Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 11) (16,776 ) - Loss (gain) on Bethard contingent consideration liability (Note 12) 1 - (6,192,912 ) - Change in the fair value of the derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) - - 1,163,979 Balance at March 31, 2023 $ 702,239 - 1,963,933 1 The gain on the Bethard contingent consideration was recorded as part of the total loss of disposal of the Bethard Business (Note 18). The September 2022 Warrants were classified as Level 3 as they are plain vanilla warrants and are not callable by the Company (Note 11). The September 2022 Warrants were valued using a Black Scholes valuation model on issuance at September 19, 2022 and for the warrants outstanding at March 31, 2023 with the following assumptions: Schedule of Warrants Outstanding Fair Value Assumption March 31, 2023 September 19, 2022 Contractual term, in years 5.00 5.00 Expected volatility 153 % 167 % Risk-free interest rate 3.66 % 3.69 % Dividend yield - - Conversion / exercise price $ 25.00 $ 25.00 The March 2022 Warrants were classified as Level 1 as they are publicly traded. They are callable by the Company if certain criteria are met (Note 11). The March 2022 Warrants outstanding at December 31, 2022 and June 30, 2022 were valued using the following assumptions: March 31, 2023 June 30, 2022 Contractual term, in years 5.00 5.00 Active market Nasdaq Nasdaq Market price $ 1.98 $ 12.00 The Series A and Series B Warrants outstanding at March 31, 2023 and June 30, 2022 are callable by the Company if certain criteria are met (Note 11) and were valued using a Monte Carlo valuation model with the following assumptions: March 31, 2023 June 30, 2022 Contractual term, in years 2.00 4.00 2.00 4.00 Expected volatility 142 145 % 125 133 % Risk-free interest rate 4.02 4.79 % 2.75 2.98 % Dividend yield - - Conversion / exercise price $ 1,750.00 $ 1,750.00 The value of the derivative liability on the Senior Convertible Note at March 31, 2023 and June 30, 2022 was valued using a nonperformance risk adjusted Monte Carlo valuation model using total assets less goodwill and an estimate of the Company’s total enterprise value with the following valuation assumptions: March 31, 2023 June 30, 2022 Contractual term remaining, in years 0.17 0.92 Expected volatility 145.23 % 137.11 % De-leveraged volatility 51.02 % 62.88 % Risk-free interest rate 4.69 % 2.72 Dividend yield — — Conversion / exercise price $ 218.32 $ 218.32 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 significant changes to the fair value measurement. The cash liability calculated under the terms of the Senior Convertible Note of approximately $ 1,862,000,000 1,963,933 The following is information relative to the Company’s derivative instruments in the unaudited condensed consolidated balance sheets as of March 31, 2023 and June 30, 2022: Schedule of Balance Sheet Derivative Instruments Derivatives Not Designated as Hedging Instruments Balance Sheet Location March 31, 2023 June 30, 2022 Derivative liability on Senior Convertible Note (Note 2 and 11) Derivative liability $ 1,963,933 $ 9,399,620 The effect of the derivative instruments on the unaudited condensed consolidated statements of operations is as follows: Schedule of Statement of Operation Derivative Instruments Derivatives Not Location of Gain or (Loss) Amount of Gain (Loss) Recognized in Income on Derivatives Designated as Hedging Recognized in Income on Three months ended March 31, Nine months ended March 31, Instruments Derivatives 2023 2022 2023 2022 Derivative liability on Senior Convertible Note (Note 2 and 11) Change in fair value of derivative liability on Senior Convertible Note $ (1,163,979 ) $ (20,573,051 ) $ 7,435,687 $ (22,055,672 ) 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 group 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 nine months ended March 31, 2022, the Company recognized asset impairment charges to the goodwill of the EEG iGaming Malta reporting unit in the EEG iGaming segment, and to the goodwill of the GGC reporting unit in the EEG Games segment (Note 6). |
Loss on Disposal of Businesses,
Loss on Disposal of Businesses, net | 9 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Loss on Disposal of Businesses, net | Note 18 – Loss on Disposal of Businesses, net Sale of Spanish iGaming Operations On January 18, 2023, the Company sold its Spanish iGaming operations, including its Spanish iGaming license. The Company received approximately $ 1,200,000 1,000,000 1,114,992 Sale of Bethard Business On February 24, 2023, (the “Bethard Closing Date”), the Company, pursuant to a stock purchase agreement (the “Purchase Agreement”) dated February 14, 2023 with Gameday Group PLC, a Malta company (“Purchaser”), completed the divestiture of Prozone Limited, a Malta company containing the online casino and sportsbook business, including the Bethard brand (the “Bethard Business”), that is licensed in Malta and Sweden (together, the sale of Prozone Limited with the Bethard Business herein referred to as the “Sale of the Bethard Business”). The purchase consideration was determined by the Company to be $ 8,090,965 comprised of cash received on the Bethard Closing Date of € 1,650,000 ($ 1,739,882 using exchange rates in effect on the Bethard Closing Date), holdback consideration, of € 150,000 ($ 158,171 using exchange rates in effect on the Bethard Closing Date) and the Company’s settlement of its contingent consideration liability of € 5,872,989 ($ 6,192,912 using exchange rates in effect on the Bethard Closing Date) that had originated from its acquisition of the Bethard Business on July 13, 2021. The Purchaser further assumed net working capital of the Bethard Business consisting primarily of accounts payable and accrued liabilities estimated to be € 1,238,552 ($ 1,306,021 using exchange rates at the Bethard Closing Date). The Company recognized a loss on disposal of the Bethard Business of $ 8,601,414 in Loss on disposal of businesses, net in the unaudited condensed consolidated statement of operations. On February 16, 2023, the Company entered into the Amendment with the Holder as a condition to the closing of the sale of the Bethard Business. The Amendment required the Company to deposit 50% of the proceeds from the Sale of the Bethard Business in a bank account in favor of the Holder. The Amendment also required the Company to deposit 50% of the proceeds of any permitted future sale of assets or any subsequent debt or equity offer or sale (a “Securities Transaction”) and 100% of the proceeds of any additional indebtedness incurred in the future, into such bank account in favor of the Holder, or, at the option of the Holder, redeem amounts under the Senior Convertible Note using such proceeds. 50% of the proceeds received from the Sale of Bethard , or € 825,000 ($ 869,941 using exchange rates in effect on the Closing Date) was deposited into a bank account in favor of the Holder and recorded in Restricted Cash on the unaudited condensed consolidated balance sheet. The Amendment also modified the Senior Convertible Note to increase the principal balance by $ 2,950,010 450,010 2,500,000 Closure of Argyll On November 10, 2022, the Company determined that it would close down its licensed remote gambling operation in the UK market. On November 15, 2022, as part of the winding down of the Argyll UK iGaming operations, players were informed that they would no longer be able to place bets from November 30, 2022 and that they could withdraw their balances through December 7, 2022. On December 8, 2022 Argyll UK surrendered its UK license and the surrender was confirmed by the UKGC on December 9, 2022. Between December 7, 2022 and December 14, 2022 Argyll UK attempted to refund customer accounts that still had remaining balances. On March 3, 2023, the Board determined that the Company’s wholly-owned subsidiary Argyll Entertainment, the Company’s Swiss entity that is part of Argyll UK, would be liquidated. The Swiss courts declared Argyll Entertainment bankrupt on March 27, 2023, at which point the Company lost control of Argyll Entertainment and, as a result, deconsolidated the entity. The Company had previously fully impaired the goodwill, intangible assets and other long-lived assets of Argyll UK in the fiscal year ended June 30, 2022. The Company recognized a gain on disposal of Argyll Entertainment of $ 3,288,060 |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 19 – Segment Information The Company operates its business and reports its results through two complementary operating and reportable segments: EEG iGaming and EEG Games, in accordance with ASC Topic 280, Segment Reporting. EEG iGaming includes the Company’s iGaming casino and sportsbook product offerings. Currently, the Company operates the business to consumer segment primarily in Europe. EEG Games’ focus is on providing esports entertainment experiences to gamers through a combination of: (1) our proprietary infrastructure software, GGC, which underpins our focus on esports and is a leading provider of local area network (“LAN”) center management software and services, enabling us to seamlessly manage mission critical functions such as game licensing and payments, (2) online tournaments (through our EGL tournament platform), and (3) player-vs-player wagering. Currently, we operate our esports EEG Games business in the United States and Europe. Operating segments are components of the Company for which separate discrete financial information is available to and evaluated regularly by the chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The CODM assesses a combination of metrics such as revenue and Adjusted EBITDA to evaluate the performance of each operating and reportable segment. The Company has recast previously reported information to conform to the current management view for all prior periods presented. The changes to reportable segments had no impact to the Company’s unaudited condensed consolidated financial statements. The Company utilizes Adjusted EBITDA (as defined below) as its measure of segment profit or loss. The following table highlights the Company’s revenues and Adjusted EBITDA for each reportable segment and reconciles Adjusted EBITDA on a consolidated basis to net loss. Total capital expenditures for the Company were not material to the unaudited condensed consolidated financial statements. A measure of segment assets and liabilities has not been currently provided to the Company’s CODM and therefore is not shown below. The following tables present the Company’s segment information: Schedule of Segment Information 2023 2022 2023 2022 For the three months ended March 31, For the nine months ended March 31, 2023 2022 2023 2022 Net Revenue EEG iGaming segment $ 3,437,387 $ 14,590,447 $ 17,571,219 $ 41,692,731 EEG Games segment $ 738,607 $ 1,109,140 $ 2,619,444 $ 4,946,194 Total $ 4,175,994 $ 15,699,587 $ 20,190,663 $ 46,638,925 Adjusted EBITDA EEG iGaming segment $ (954,581 ) $ (1,736,531 ) $ (2,566,714 ) $ (5,590,343 ) EEG Games segment $ (701,767 ) $ (1,765,436 ) $ (1,810,305 ) $ (3,487,751 ) Other (1) $ (1,864,276 ) $ (3,791,162 ) $ (5,823,540 ) $ (9,296,739 ) Total Adjusted EBITDA $ (3,520,624 ) $ (7,293,129 ) $ (10,200,559 ) $ (18,374,833 ) Adjusted for: Interest expense $ (460,914 ) $ (611,021 ) $ (2,490,696 ) $ (5,368,933 ) Loss on disposal of businesses $ (4,198,362 ) $ - $ (4,198,362 ) $ - Asset impairment charges $ - $ (38,629,310 ) $ (16,135,000 ) $ (38,629,310 ) Gain on termination of lease $ 799,901 $ - $ 799,901 $ - Loss on conversion of senior convertible note $ - $ - $ - $ (5,999,662 ) Loss on extinguishment of senior convertible note $ (3,616,372 ) $ - (3,616,372 ) $ (28,478,804 ) Change in fair value of derivative liability $ (1,163,979 ) $ (20,573,051 ) $ 7,435,687 $ (22,055,672 ) Change in fair value of warrant liability $ 1,412,941 $ 8,181,398 $ 6,435,229 $ 28,641,920 Change in fair value of contingent consideration $ - $ 99,247 $ (2,864,551 ) $ 1,950,693 Other non-operating income (loss), net $ (551,921 ) $ (39,440 ) $ (19,085 ) $ (1,391,855 ) Depreciation and amortization $ (1,658,020 ) $ (3,125,223 ) $ (5,408,467 ) $ (9,555,184 ) Right of use asset amortization $ (31,170 ) $ (218,502 ) $ (69,597 ) $ (471,007 ) Stock-based Compensation $ (205,079 ) $ (1,346,502 ) $ (1,127,070 ) $ (3,958,275 ) Cost of acquisition $ - $ (13,531 ) (35,930 ) $ (269,013 ) Income tax benefit (expense) $ (376 ) $ (431 ) $ (376 ) $ 5,503,430 Net loss $ (13,193,975 ) $ (63,569,495 ) $ (31,495,248 ) $ (98,456,505 ) (1) Other comprises of corporate and overhead costs. (2) The Company has no intersegment revenues or costs and thus no eliminations required. (3) The Company defines Adjusted EBITDA as earnings (loss) before, as applicable to the particular period, interest expense; income taxes; depreciation and amortization, including right of use asset amortization; stock-based compensation; cost of acquisition; asset impairment charges; loss on extinguishment of senior convertible note; loss on conversion of senior convertible note; change in fair value of derivative liability; change in fair value of warrant liability; change in fair value of contingent consideration; and other non-operating income (loss), net, and certain other non-recurring, non-cash or non-core items (included in table above). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 – Subsequent Events Series C Convertible Preferred Stock On April 19, 2023, the Company entered into an agreement with the Holder (the “Note to Preferred Stock Exchange Agreement”) to convert the $ 15,230,024 Prior to the conversion into the new Series C Convertible Preferred Stock, the Company redeemed $ 679,976 15,910,000 750,000 679,976 51,450 168,574 150,000 On May 8, 2023, the Holder converted 129 shares of Series C Convertible Preferred Stock into 77,273 132,583 15,101 3,339,576 The terms and provisions of the Series C Convertible Preferred Stock were set forth in a Series C Convertible Preferred Stock Certificate of Designations (the “Series C Certificate of Designations”), filed and effective with the Secretary of State of the State of Nevada in connection with the closing on April 28, 2023. The transactions contemplated by the Note to Preferred Stock Exchange Agreement and the Series C Certificate of Designations were approved by our Board. The exchange of the Senior Convertible Note into the Series C Convertible Preferred Stock extinguished the Senior Convertible Note and the related debt liability outstanding of $ 15,230,024 1,963,933 1,862,000,000 The Series C Certificate of Designations contemplates that the Series C Convertible Preferred Stock will be convertible into common stock (the “Conversion Shares”) at the option of the holder of Series C Convertible Preferred Stock at any time from time to time after the date of issuance thereof. The number of Conversion Shares issuable upon conversion of any share of Series C Convertible Preferred Stock shall be determined by dividing (x) the Conversion Amount (as defined below) of a share of Series C Convertible Preferred Stock by (y) the lower of (i) the Conversion Price (as defined below); and (ii) the Alternate Conversion Price (as defined below), subject to the Floor Price (as defined below). “Conversion Amount” shall mean, with respect to each share of Series C Convertible Preferred Stock, the sum of (A) $1,000 (such amount, subject to adjustment, the “Stated Value”) and (B) all declared and unpaid dividends with respect to such Stated Value and any other amounts owed under the Series C Certificate of Designations. “Conversion Price” shall mean $2.50, subject to adjustment as provided in the Series C Certificate of Designations. “Alternate Conversion Price” shall mean with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the Floor Price and (y) 90% of the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including the Trading Day of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”) 0.44 The Company shall not be allowed to effect the conversion of any of the Series C Convertible Preferred Stock held by the holder of Series C Convertible Preferred Stock, and such holder of Series C Convertible Preferred Stock shall not have the right to convert any of the Series C Convertible Preferred Stock held by such holder of Series C Convertible Preferred Stock pursuant to the terms and conditions of the Series C Certificate of Designations to the extent that after giving effect to such conversion, such holder of Series C Convertible Preferred Stock together with its affiliates and certain related parties collectively would beneficially own in excess of 9.99% of the shares of common stock outstanding immediately after giving effect to such conversion. Dividends on the Series C Convertible Preferred Stock will accrue daily at a rate equal to 8.0% per annum, increasing 0.50% each 135 day anniversary from the date of issuance and be payable by way of inclusion of the Dividends in the Conversion Amount on each Conversion Date in accordance with an optional conversion or upon any redemption thereunder (including, without limitation, upon any required payment upon any Bankruptcy Triggering Event, as defined in the Series C Certificate of Designations). If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Series C Purchase Rights”), then each holder of Series C Preferred Stock will be entitled to acquire, upon the terms applicable to such Series C Purchase Rights, the aggregate Series C Purchase Rights which such holder of Series C Preferred Stock could have acquired if such holder of Series C Preferred Stock had held the number of shares of common stock acquirable upon complete conversion of all the Series C Preferred Stock held by such holder of Series C Preferred Stock immediately prior to the date as of which the record holders of shares of common stock are to be determined for the grant, issue or sale of such Series C Purchase Rights; subject to certain limitations on beneficial ownership. Securities Purchase Agreement and Series D Preferred Stock On April 30, 2023, the Company entered into and on May 22, 2023 subsequently closed a Securities Purchase Agreement with the Holder. The Securities Purchase Agreement contemplates a direct offering to the Investor of (i) 4,300 shares of new Series D Preferred Stock, $0.001 par value per share, for a price of $1,000 per share, (ii) common warrants to purchase 1,433,333 shares of our Common Stock at a price of $1.96 per share, and (iii) preferred warrants to purchase 4,300 shares of our Series D Preferred Stock at a price of $1,000 per share , for a total gross proceeds to the Company of $ 4,300,000 Issuances of shares of common stock upon conversion of the Series D Convertible Preferred Stock and Common Warrants in excess of 20 The Securities Purchase Agreement contains certain covenants and restrictions that the Company shall not file certain registration statements or issue or sell securities for a period of time after the closing, as more fully described in the Securities Purchase Agreement. The Securities Purchase Agreement contains customary representations and warranties and certain indemnification rights and obligations of the parties. The transactions contemplated by the Securities Purchase Agreement and the designation of 10,000 0.001 The securities are expected to be offered and issued pursuant to the exemption from registration provided by Section 4(a)(2) and/or Section 3(a)(9) of the Securities Act of 1933, as amended. The Series D Certificate of Designations contemplates that the Series D Preferred Stock will be convertible into common stock (the “Series D Conversion Shares”) at the option of the holder of Series D Preferred Stock at any time from time to time after the date of issuance thereof. The number of Series D Conversion Shares issuable upon conversion of any share of Series D Preferred Stock shall be determined by dividing (x) the Series D Conversion Amount (as defined below) of a share of Series D Preferred Stock by (y) the lower of (i) the Series D Conversion Price (as defined below); and (ii) the Series D Alternate Conversion Price (as defined below), subject to the Series D Floor Price (as defined below). “Series D Conversion Amount” shall mean, with respect to each share of Series D Preferred Stock, the sum of (A) $1,000 (such amount, subject to adjustment, the “Series D Stated Value”) and (B) all declared and unpaid dividends with respect to such Series D Stated Value and any other amounts owed under the Series D Certificate of Designations. “Series D Conversion Price” shall mean $3.00. “Alternate Conversion Price” shall mean 90% of the lowest VWAP (as defined in the Series D Certificate of Designations) of the 10 trading days ending and including the date of conversion. “Series D Floor Price” shall mean $0.39. The Company shall not be allowed to effect the conversion of any of the Series D Preferred Stock held by the holder of Series D Preferred Stock, and such holder of Series D Preferred Stock shall not have the right to convert any of the Series D Preferred Stock held by such holder of Series D Preferred Stock pursuant to the terms and conditions of the Series D Certificate of Designations to the extent that after giving effect to such conversion, such holder of Series D Preferred Stock together with its affiliates and certain related parties collectively would beneficially own in excess of 9.99 Dividends on the Series D Preferred Stock will accrue daily at a rate equal to 8.0 0.50 If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Series D Purchase Rights”), then each holder of Series D Preferred Stock will be entitled to acquire, upon the terms applicable to such Series D Purchase Rights, the aggregate Series D Purchase Rights which such holder of Series D Preferred Stock could have acquired if such holder of Series D Preferred Stock had held the number of shares of common stock acquirable upon complete conversion of all the Series D Preferred Stock held by such holder of Series D Preferred Stock immediately prior to the date as of which the record holders of shares of common stock are to be determined for the grant, issue or sale of such Series D Purchase Rights; subject to certain limitations on beneficial ownership. Common Warrants and Preferred Warrants The Common Warrants and Preferred Warrants expire in five years. The Common Warrants have a cashless exercise provision. The exercise of the Common Warrants are subject to a beneficial ownership limitation for the Holder of 4.99 9.99 If and when the Preferred Warrants are exercised, pursuant to the terms of the Common Warrants, the number of shares of common stock that will be issuable under the Common Warrants will increase by an amount equal to the aggregate value of the shares of Series D Preferred Stock (including any dividends or other amounts thereon) divided by the Alternate Conversion Price (as defined in the Certificate of Designations for the Series D Preferred Stock). The Common Warrants and Preferred Warrants contain customary anti-dilution protection for the Holder and anti-dilution protection in the event of certain dilutive issuances. In addition, the Common Warrants provide the Holder with certain purchase rights in subsequent issuances or sales of securities by the Company. Registration Right Agreement Pursuant to a Registration Rights Agreement (the “Registration Rights Agreement”) between the Holder and the Company, the Company intends to grant certain registration rights to the Investor. The Registration Rights Agreement requires the Company to file a registration statement covering the resale of the shares of Common Stock underlying the shares of Series D Preferred Stock to be issued in the offering and the shares of common stock issued upon exercise of the Common Warrants. The Registration Rights Agreement also covers the conversion of any shares of Series D Preferred Stock issued upon exercise of the Preferred Warrants. The Company shall file the registration statement within 60 days from the closing of the transactions contemplated by the Securities Purchase Agreement and cause the registration statement to be declared effective within 120 days after the closing of the transactions contemplated by the Securities Purchase Agreement. The Registration Rights Agreement contains mutual customary indemnification provisions among the parties and requires the Company to make certain cash payments in the event the Company fails to file and/or maintain the effectiveness of a required registration statement. Maxim Group LLC (“Maxim”) was engaged as the sole placement agent for the offering of the Series D Preferred Stock. Maxim is entitled to receive a placement agent fee at the closing of the transactions contemplated by the Securities Purchase Agreement, representing 7.0 4,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
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, 2022. 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. Effective February 22, 2023 the Company completed a one-for-one-hundred (1-for-100) reverse stock split The Reverse Stock Split did not change the terms of the common stock. Outstanding warrants, equity-based awards and other outstanding equity rights were proportionately adjusted by dividing the shares of common stock underlying the securities by 100 and multiplying the exercise/conversion price, as the case may be, by 100. The Reverse Stock Split also applied to common stock issuable upon the conversion of the Company’s Senior Convertible Note, dated February 22, 2022 (the “Senior Convertible Note”), with the Conversion Price, as defined in the Senior Convertible Note, being subject to adjustment under the terms of the Senior Convertible Note and the Amendment and Waiver Agreement (the “Amendment”) (Note 18). The Company’s 10% outstanding Series A Cumulative Redeemable Convertible Preferred Stock (“10% Series A Cumulative Redeemable Convertible Preferred Stock”) was not affected by the Reverse Stock Split. |
Reportable Segments | Reportable Segments The Company operates two complementary business segments: EEG iGaming EEG iGaming includes the Company’s iGaming casino and sportsbook product offerings. Currently, the Company operates the business to consumer segment primarily in Europe. EEG Games EEG Games’ focus is on providing esports entertainment experiences to gamers through a combination of: (1) our proprietary infrastructure software, GGC, which underpins our focus on esports and is a leading provider of local area network (“LAN”) center management software and services, enabling us to seamlessly manage mission critical functions such as game licensing and payments, (2) online tournaments (through our EGL tournament platform), and (3) player-vs-player wagering. Currently, we operate our esports EEG Games business in the United States and Europe. These segments consider 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. |
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, 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 included in this report. One such factor considered by the Company was its Senior Convertible Note, on which the Company had not maintained compliance with certain debt covenants and was in default under the terms of the Senior Convertible Note and that had a March 31, 2023 outstanding balance of $ 15,910,000 . The Senior Convertible Note outstanding was further reduced to $ 15,230,024 679,976 of the Senior Convertible Note using funds that were on deposit in favor of the Holder from the Sale of the Bethard Business. Subsequent to this, on April 19, 2023, the Company entered into the Note to Preferred Stock Exchange Agreement (Note 11 and Note 20) with the Holder to convert the remaining $ 15,230,024 in aggregate principal amount of the Senior Convertible Note outstanding into the new Series C Convertible Preferred Stock and the Company closed and completed the exchange on April 28, 2023 (Note 11 and Note 20) and extinguishing the Senior Convertible Note and eliminating the related derivative liability that had a fair value of 1,963,933 In addition to the above, the Company considered that it had an accumulated deficit of $ 180,635,674 as of March 31, 2023 and that it has had a history of recurring losses from operations and recurring negative cash flows from operations as it has prepared to grow its esports business through acquisition and new venture opportunities. At March 31, 2023, the Company had total current assets of $ 5,448,355 and total current liabilities of $ 28,968,837 . Net cash used in operating activities for the nine months ended March 31, 2023 was $ 11,526,050 which includes a net loss of $ 31,495,248 . The Company also considered its current liquidity as well as future market and economic conditions that may be deemed outside the control of the Company as it relates to obtaining financing and generating future profits. As of March 31, 2023, the Company had $ 1,875,758 of available cash on-hand and net current liabilities of $ 23,520,482 . 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, depending on market conditions, may be available to fund its operations and drive future growth, which include (i) the potential expected proceeds from future offerings, where the amount of the offering has not yet been determined, and (ii) the ability to raise additional financing from other sources. 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. |
Nasdaq Continued Listing Rules or Standards | Nasdaq Continued Listing Rules or Standards On April 11, 2022, the Company received a deficiency notification letter from the Listing Qualifications Staff of Nasdaq (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company’s common stock had closed below $1.00 per share for the previous thirty consecutive business days (the “Bid Price Rule”). On June 7, 2022, the Company received a further letter from Nasdaq notifying the Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”) was below the minimum of $ 35,000,000 On October 11, 2022, the Company received a third letter from Nasdaq notifying the Company that the Company’s common stock will be delisted, and the Company’s Common Stock warrants traded under the symbols GMBLW and GMBLZ and the Company’s 10% Series A cumulative redeemable convertible preferred stock traded under symbol GMBLP will no longer qualify for listing, and in that regard trading of the Company’s common stock, Common Stock warrants and 10% Series A cumulative redeemable convertible preferred stock will be suspended. The Company requested an appeal with the Nasdaq Hearings Panel (the “Panel”) and the hearing was held on November 17, 2022. On November 30, 2022, the Company received a determination from the Panel granting the Company’s request for the continued listing of its common stock on the Capital Market tier of Nasdaq, subject to the Company evidencing compliance with the Bid Price Rule, and the minimum of $ 2,500,000 On December 6, 2022, the Company received a fourth letter from Nasdaq notifying the Company that it has not regained compliance with the MVLS Rule. This was addressed in the November 17, 2022, hearing before the Panel where the Company presented on its plan to comply with the MVLS Rule or alternative criteria and was granted continued listing subject to the criteria noted above. On February 8, 2023, the Company received notice from the Panel updating its remaining conditions as follows: 1. On February 20, 2023, the Company shall provide a written update to the Panel regarding the progress of its debt-to-equity conversion plan and its impact on the Company’s equity; 2. On March 7, 2023, the Company shall have demonstrated compliance with the Bid Price Rule, by evidencing a closing bid price of $ 1.00 3. On March 31, 2023, the Company shall demonstrate compliance with the shareholder equity requirement, as outlined in the Equity Rule. The Company provided an update on its progress to the Panel on February 20, 2023 and o On March 30, 2023, the Company submitted a written submission requesting an extension on the requirement to demonstrate compliance with the Equity Rule and on April 6, 2023, the Panel granted an extension through April 30, 2023. On May 1, 2023, the Company announced it has met the minimum Equity Rule. On May 11, 2023, May 12, 2023 and May 18, 2023, the Company made submissions to the Panel and is awaiting their decision. There can be no assurances, however, that the Company will be able to regain compliance. Any failure to regain and maintain compliance with the continued listing requirements of Nasdaq could result in delisting of our common stock from Nasdaq and negatively impact our company and holders of our common stock, including by reducing the willingness of investors to hold our common stock because of the resulting decreased price, liquidity and trading of our common stock, limited availability of price quotations and reduced news and analyst coverage. Delisting may adversely impact the perception of our financial condition, cause reputational harm with investors, our employees and parties conducting business with us and limit our access to debt and equity financing. |
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, 2023 and June 30, 2022, 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. |
Accounts Receivable | Accounts Receivable Accounts receivable is comprised of the amounts billed to customers principally for esports events and team management services. Accounts receivable is recorded net of an allowance for credit losses. The Company performs ongoing credit evaluations for its customers and determines the amount of the allowance for credit losses upon considering such factors as historical losses, known disputes or collectability issues, the age of a receivable balance as well as current economic conditions. Bad debt expense is recorded to maintain the allowance for credit losses at an appropriate level and changes in the allowance for credit losses are included in general and administrative expense in the unaudited condensed consolidated statements of operations. At March 31, 2023 and June 30, 2022, the allowance for credit losses was not material to the unaudited condensed consolidated financial statements of the Company. |
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. |
Equipment | Equipment Equipment is stated at cost less accumulated depreciation. The Company capitalizes the direct cost of equipment as well as expenditures related to improvements and betterments that add to the productive capacity or useful life of the equipment. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset, or for leasehold improvements, the shorter of the initial lease term or the estimated useful life of the improvements. The estimated useful life of equipment by asset class follows: Schedule of Estimated Useful Life of Assets Computer Equipment Up to 5 years Furniture and fixtures Up to 7 years Leasehold improvements Shorter of the remaining lease term or estimated life of the improvement The estimated useful life and residual value of equipment are reviewed and adjusted, if appropriate, at the end of each reporting period. The costs and accumulated depreciation of assets that are sold, retired, or otherwise disposed of are removed from the accounts and the resulting gain or loss is recognized as a gain or loss on sale or disposition of assets in the unaudited condensed consolidated statements of operations. |
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. |
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. In accordance with ASC Topic 350 Intangibles –- Goodwill and Other In testing goodwill for impairment, the Company has the option to begin with a qualitative assessment, commonly referred to as “Step 0,” to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, including changes in the Company’s management, strategy and primary user base. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company then performs a quantitative goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. 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 months ended December 31, 2022, the Company initiated a process to evaluate the strategic options for the EEG iGaming business, including exploring a sale of EEG iGaming assets due to increasing regulatory burdens and competition. In December 2022, the Company closed down its licensed remote gambling operation in the UK market and on December 9, 2022 surrendered its UK license, as part of the winding down of the Argyll UK iGaming operations. Further, in early January 2023 the Company appointed a new Chief Executive Officer and a new interim Chief Financial Officer. As part of these changes the Company has been focused on reducing costs in its businesses as it has seen the EEG iGaming revenues decline significantly from levels seen in the previous year and previous quarters. These items and uncertainties caused by inflation and certain world events were determined to be a triggering event as of December 31, 2022, and the long-lived assets of the Company were quantitatively tested for impairment. At December 31, 2022, the Company recognized total goodwill asset impairment charges of $ 16,135,000 14,500,000 1,635,000 During the three months ended March 31, 2023, the Company sold its Bethard business reducing goodwill by $ 2,153,419 No goodwill impairment charges were recognized in the three months ended March 31, 2023. Further downturns in economic, regulatory and operating conditions could result in additional goodwill impairment in future periods. During the three and nine months ended March 31, 2022, the Company recognized goodwill impairment charges of $ 23,119,755 |
Intangible assets | Intangible assets Intangible assets with determinable lives consist of player relationships, developed technology and software, tradenames and gaming licenses. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful lives of 5 years 10 years 2 years |
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. During the three and nine months ended March 31, 2023, the Company determined that there was no impairment on its long-lived assets. During the three and nine months ended March 31, 2021, the Company recognized $ 13,484,122 608,626 1,416,807 |
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. |
Jackpot Provision | Jackpot Provision The jackpot provision liability is an estimate of the amount due to players for progressive jackpot winnings. The jackpot liability is accrued monthly based on an estimate of the jackpot amount available for winning. The jackpot increases with each bet on a jackpot eligible iGaming casino machine and a portion of each losing bet is allocated towards the funding of the jackpot amount. Jackpots are programmed to be paid out randomly across certain casino brands. When a player wins a jackpot, the amount of the jackpot is reset to a defined amount that varies across eligible iGaming casino machines. Participating iGaming casino machines of the Company pool into the same jackpot and therefore the winning of a jackpot affects other players on the network of participating iGaming casino machines. |
Leases | Leases The Company leases office space through an operating lease agreement that was a result of its acquisition of Lucky Dino. The Company previously leased office space, acquired through the Argyll acquisition, that wound down operations during November 2022 and game center space, other property and equipment, acquired through the Helix acquisition, that was sold as part of the Helix sale transaction on June 10, 2022, where the purchaser assumed the lease liabilities. The Company measures an operating lease right-of-use (“ROU”) asset and liability, as well as a finance lease asset and liability, based on the present value of the future minimum lease payments over the lease term at the commencement date. Minimum lease payments include the fixed lease and non-lease components of the agreement, as well as any variable rent payments that depend on an index, initially measured using the index at the lease commencement date. The minimum payments under operating leases are recognized on a straight-line basis over the lease term in the unaudited condensed consolidated statements of operations. Operating lease expenses related to variable lease payments are recognized as operating expenses in a manner consistent with the nature of the underlying lease and as the events, activities, or circumstances in the lease agreement occur. Leases with a term of less than 12 months (“short-term leases”) are not recognized on the unaudited condensed consolidated balance sheets. The rent expense for short-term leases is recognized on a straight-line basis over the lease term and included in general and administrative expense on the unaudited condensed consolidated statements of operations. |
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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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, equity instruments and warrants, to determine if those contracts or embedded components of those contracts qualify as derivatives (Note 11). 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 unaudited condensed consolidated balance sheets. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the unaudited condensed consolidated 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 at each balance sheet date and records the change in the fair value of the remaining embedded derivative 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, 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 values 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 their carrying amounts due to the short maturities of these instruments. The fair values 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, 2023 and 2022 because their inclusion would have been antidilutive: Schedule of Weighted Average Diluted Shares Outstanding As of March 31, 2023 2022 Common stock options 32,324 13,594 Common stock warrants 562,006 203,506 Common stock issuable upon conversion of senior convertible note 72,875 160,315 10% Series A cumulative redeemable convertible preferred stock 835,950 835,950 Total 1,503,155 1,213,365 |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of the net loss for the year and foreign currency translation adjustments related to the effect of foreign exchange on the value of assets and liabilities. The net translation loss for the year is included in the unaudited condensed consolidated statements of comprehensive loss. |
Stock-based Compensation | Stock-based Compensation The Company periodically issues stock-based compensation to employees, directors, contractors and consultants for services rendered. Stock-based compensation granted to employees and non-employee directors includes grants of restricted stock and employee stock options that are measured and recognized based on their fair values determined on the grant date. The award of restricted stock and stock options, which are generally time vested, are measured at the grant date fair value and charged to earnings on a straight-line basis over the vesting period. The fair value of stock options is determined utilizing the Black-Scholes option-pricing model, which is affected by several variables, including the risk-free interest rate, the expected dividend yield, the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the Common Stock on the grant date, and the estimated volatility of the Common Stock over the term of the equity award. The fair value of restricted stock is determined by the closing market price of the Company’s Common Stock on the date of grant. The compensation cost for service-based stock options granted to consultants is measured at the grant date, based on the fair value of the award, and is expensed on a straight-line basis over the requisite service period (the vesting period of the award). |
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 “EEG iGaming revenue”), and esports revenue (referred to herein as “EEG Games Revenue”), consisting of the sales of subscriptions to access cloud-based software used by independent operators of game centers, from consulting and data analytic services provided to game operators (“EEG Games Esports and Other Revenue”), and from the provision of esports event and team management services (“EEG Games Esports Event Management and Team Service Revenue”). 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 unaudited condensed consolidated statements of operations. VAT receivables and VAT payables are included in other receivables and accounts payable and accrued expenses, respectively on the unaudited condensed consolidated balance sheets. Sales to customers do not have significant financing components or payment terms greater than 12 months. EEG iGaming Revenue EEG 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. Jackpots, other than the incremental progressive jackpots, are recognized at the time they are won by customers. 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 unaudited condensed consolidated statements of operations. EEG Games Revenue EEG Games Esports and Other Revenue The Company derives revenue from 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 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 revenue from the operation of game centers by the Company is recognized when a customer purchased 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 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, and 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. EEG Games 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 unaudited condensed 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 contract 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 | 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 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). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 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, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Assets | Schedule of Estimated Useful Life of Assets Computer Equipment Up to 5 years Furniture and fixtures Up to 7 years Leasehold improvements Shorter of the remaining lease term or estimated life of the improvement |
Schedule of Weighted Average Diluted Shares Outstanding | The following securities were excluded from weighted average diluted common shares outstanding for the three and nine months ended March 31, 2023 and 2022 because their inclusion would have been antidilutive: Schedule of Weighted Average Diluted Shares Outstanding As of March 31, 2023 2022 Common stock options 32,324 13,594 Common stock warrants 562,006 203,506 Common stock issuable upon conversion of senior convertible note 72,875 160,315 10% Series A cumulative redeemable convertible preferred stock 835,950 835,950 Total 1,503,155 1,213,365 |
Other Receivables (Tables)
Other Receivables (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Other Receivables | The components of other receivables are as follows: Schedule of Other Receivables March 31, 2023 June 30, 2022 Indirect taxes 13,270 306,040 Other 371,418 66,243 Other receivables $ 384,688 $ 372,283 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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, 2023 June 30, 2022 Prepaid marketing costs $ 51,988 $ 298,300 Prepaid insurance 127,493 230,404 Prepaid gaming costs 482,568 575,113 Other 307,126 439,236 Prepaid expenses and other current assets $ 969,175 $ 1,543,053 |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment | The components of equipment are as follows: Schedule of Equipment March 31, 2023 June 30, 2022 Computer equipment $ 40,313 $ 35,911 Furniture and equipment 35,772 34,526 Equipment, at cost 76,085 70,437 Accumulated depreciation and finance lease amortization (46,010 ) (26,512 ) Equipment, net $ 30,075 $ 43,925 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A summary of the changes in the balance of goodwill by segment is as follows: Schedule of Goodwill EEG iGaming EEG Games Total Goodwill, balance as of June 30, 2022 19,660,481 2,614,832 22,275,313 Impairment charges (14,500,000 ) (1,635,000 ) (16,135,000 ) Disposal of Bethard Business (2,153,419 ) - (2,153,419 ) Foreign currency translation 487,581 - 487,581 Goodwill, balance as of March 31, 2023 $ 3,494,643 $ 979,832 $ 4,474,475 |
Schedule of Intangible Assets | The table below reflects the adjusted gross carrying amounts for these intangible assets. The intangible amounts comprising the intangible asset balance are as follows: Schedule of Intangible Assets March 31, 2023 June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradename $ 2,792,893 $ (492,501 ) $ 2,300,392 $ 5,835,512 $ (578,960 ) $ 5,256,552 Developed technology and software 9,216,263 (3,236,298 ) 5,979,965 10,109,366 (1,935,018 ) 8,174,348 Gaming licenses 720,975 (720,975 ) - 1,317,567 (774,760 ) 542,807 Player relationships 9,976,373 (4,097,935 ) 5,878,438 20,920,029 (4,757,813 ) 16,162,216 Internal-use software 226,274 (14,643 ) 211,631 225,086 (14,520 ) 210,566 Total $ 22,932,778 $ (8,562,352 ) $ 14,370,426 $ 38,407,560 $ (8,060,653 ) $ 30,346,489 |
Schedule of Future Amortization of Intangible Assets | The estimated future amortization related to definite-lived intangible assets is as follows: Schedule of Future Amortization of Intangible Assets Remainder of Fiscal 2023 $ 1,113,392 Fiscal 2024 4,318,596 Fiscal 2025 4,318,596 Fiscal 2026 3,164,773 Fiscal 2027 376,446 Thereafter 1,078,623 Total $ 14,370,426 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Components of Other Non-Current Assets | The components of other non-current assets are as follows: Components of Other Non-Current Assets March 31, 2023 June 30, 2022 iGaming regulatory deposits $ - $ 1,715,053 iGaming deposit with service providers - 261,825 Rent deposit - 80,520 Other 4,844 4,778 Other non-current assets $ 4,844 $ 2,062,176 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Components of Accounts Payable and Accrued Expenses | The components of accounts payable and accrued expenses are as follows: Components of Accounts Payable and Accrued Expenses March 31, 2022 June 30, 2022 Trade accounts payable $ 4,653,773 $ 5,069,616 Accrued marketing 1,240,370 2,388,987 Accrued payroll and benefits 1,041,088 833,322 Accrued gaming liabilities 208,128 446,626 Accrued professional fees 359,856 555,967 Accrued jackpot liabilities 327,524 297,970 Accrued interest 56,743 - Accrued other liabilities 1,007,588 2,751,564 Total $ 8,895,070 $ 12,344,052 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of Assets and Liabilities Related to Operating Lease | The consolidated balance sheet allocation of assets and liabilities related to operating and finance leases is as follows: Schedule of Assets and Liabilities Related to Operating Lease Condensed Consolidated Balance Sheet Caption March 31, 2023 (unaudited) June 30, 2022 Assets: Operating lease assets Operating lease right-of-use assets $ 106,386 $ 164,288 Total lease assets $ 106,386 $ 164,288 Liabilities: Current: Operating lease liabilities Operating lease liability –- current $ 99,188 $ 364,269 Long-term: Operating lease liabilities Operating lease liability –- non-current 18,073 669,286 Total lease liabilities $ 117,261 $ 1,033,555 |
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, 2023 June 30, 2022 Weighted Average Remaining Lease Term (Years): Operating leases 1.50 3.87 Weighted Average Discount Rate: Operating leases 8.00 % 8.00 % |
Schedule of Future Minimum Lease Payments | The future minimum lease payments at March 31, 2023 follows: Schedule of Future Minimum Lease Payments Operating Lease Remainder of fiscal 2023 $ 24,094 Fiscal 2024 100,126 Total lease payments 124,220 Less: imputed interest (6,959 ) Present value of lease liabilities $ 117,261 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Other Long-term Debt | The components of notes payable and other long-term debt follows: Schedule of Notes Payable and Other Long-term Debt Maturity Interest Rate as of March 31, 2023 March 31, 2023 June 30, 2022 Notes payable April 30, 2023 3.49 % $ 25,723 $ 139,538 Total 25,723 139,538 Less current portion of notes payable and long-term debt (25,723 ) (139,538 ) Notes payable and other long-term debt $ - $ - |
Schedule of Maturities of Long-term Debt | The maturities of long-term debt are as follows: Schedule of Maturities of Long-term Debt Fiscal 2023 $ 25,723 Total $ 25,723 Long term debt $ 25,723 |
Schedule of Components of Long-term Debt | The components of the Company’s long-term debt, including the Senior Convertible Note follows: Schedule of Components of Long-term Debt March 31, 2023 June 30, 2022 Current portion of long-term debt, including the senior convertible note $ 15,935,723 $ 35,139,538 Total $ 15,935,723 $ 35,139,538 Carrying amount $ 15,935,723 $ 35,139,538 |
Revenue and Geographic Inform_2
Revenue and Geographic Information (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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, 2023 and 2022 is as follows: Schedule of Disaggregated by Revenue 2023 2022 2023 2022 Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 Online betting and casino revenues $ 3,437,387 $ 14,590,447 $ 17,571,219 $ 41,692,731 Esports and other revenues 738,607 1,109,140 2,619,444 4,946,194 Total $ 4,175,994 $ 15,699,587 $ 20,190,663 $ 46,638,925 Revenue $ 4,175,994 $ 15,699,587 $ 20,190,663 $ 46,638,925 |
Schedule of Revenues with Customers and Long-lived Assets Disaggregated by Geographical Area | A summary of revenue by geography for the three and nine months ended March 31, 2023 and 2022 is as follows: Schedule of Revenues with Customers and Long-lived Assets Disaggregated by Geographical Area 2023 2022 2023 2022 Three months ended March 31, Nine months ended March 31, 2023 2022 2023 2022 United States $ 510,874 $ 1,046,639 $ 1,905,255 $ 4,255,482 International 3,665,120 14,652,948 18,285,408 42,383,443 Total $ 4,175,994 $ 15,699,587 $ 20,190,663 $ 46,638,925 Revenue $ 4,175,994 $ 15,699,587 $ 20,190,663 $ 46,638,925 |
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, 2023 June 30, 2022 United States $ 5,316,004 $ 8,271,360 International 13,670,202 46,620,831 Total $ 18,986,206 $ 54,892,191 Long-lived assets $ 18,986,206 $ 54,892,191 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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, 2021 53,506 $ 1,418.98 3.14 8,743,588 Issued 172,500 100.00 Exercised - - Forfeited or cancelled - - Outstanding, June 30, 2022 226,006 $ 412.26 4.07 - Issued 336,000 25.00 Exercised - - Forfeited or cancelled - - Outstanding September 30, 2022 562,006 $ 180.73 4.51 - Issued 178,500 0.10 Exercised (65,660 ) 0.10 Forfeited or cancelled - - Outstanding December 31, 2022 674,846 $ 150.53 4.38 - Issued - - Exercised (112,840 ) 0.1 Forfeited or cancelled - - Outstanding March 31, 2023 562,006 $ 180.73 4.01 - |
Schedule of Stock Option | A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Number of Options Weighted Average Exercise Price Outstanding, June 30, 2021 4,747 $ 549.29 Granted 11,202 671.00 Exercised (140 ) 482.00 Cancelled (4,704 ) 653.64 Outstanding, June 30, 2022 11,105 $ 628.71 Granted - - Exercised - - Cancelled (3,470 ) 656.38 Outstanding, December 31, 2022 7,635 $ 625.06 Granted 25,000 7.70 Exercised - - Cancelled (311 ) 628.39 Outstanding, March 31, 2023 32,324 149.52 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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, 2023 Total Level 1 Level 2 Level 3 Liability for the September 2022 Warrants (Note 11) $ 702,239 $ - $ - $ 702,239 Liability for the March 2022 Warrants (Note 11) $ 341,550 $ 341,550 $ - $ - Derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) $ 1,963,933 $ - $ - $ 1,963,933 June 30, 2022 Total Level 1 Level 2 Level 3 Contingent consideration (Note 12) $ 3,328,361 $ - $ - $ 3,328,361 Liability for the March 2022 Warrants (Note 11) $ 2,070,000 $ 2,070,000 $ - $ - Liability for the Series A and Series B Warrants (Note 11) $ 122,730 $ - $ - $ 122,730 Derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) $ 9,399,620 $ - $ - $ 9,399,620 |
Schedule of Changes in Level 3 Financial Instruments | A summary of the changes in Level 3 financial instruments for the nine months ended March 31, 2023 is as follows: Schedule of Changes in Level 3 Financial Instruments Warrant Liability Contingent Consideration Derivative liability on Senior Convertible Note Balance at June 30, 2022 $ 122,730 $ 3,328,361 $ 9,399,620 Fair value of the September 2022 Warrants (Note 11) 5,286,288 - - Change in fair value of September 2022 Warrants (Note 11) (1,482,103 ) - - Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 11) (105,953 ) - - Change in fair value of Bethard contingent consideration liability (Note 12) - (179,468 ) - Change in the fair value of the derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) - - (274,864 ) Balance at September 30, 2022 3,820,962 3,148,893 9,124,756 Change in fair value of September 2022 Warrants (Note 11) (1,536,732 ) - - Loss (gain) on Bethard contingent consideration liability (Note 12) - 3,044,019 - Change in the fair value of the derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) - - (8,324,802 ) Balance at December 31, 2022 $ 2,284,230 6,192,912 799,954 Change in fair value of September 2022 Warrants (Note 11) (1,565,215 ) - - Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 11) (16,776 ) - Loss (gain) on Bethard contingent consideration liability (Note 12) 1 - (6,192,912 ) - Change in the fair value of the derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) - - 1,163,979 Balance at March 31, 2023 $ 702,239 - 1,963,933 1 The gain on the Bethard contingent consideration was recorded as part of the total loss of disposal of the Bethard Business (Note 18). |
Schedule of Warrants Outstanding Fair Value Assumption | The September 2022 Warrants were classified as Level 3 as they are plain vanilla warrants and are not callable by the Company (Note 11). The September 2022 Warrants were valued using a Black Scholes valuation model on issuance at September 19, 2022 and for the warrants outstanding at March 31, 2023 with the following assumptions: Schedule of Warrants Outstanding Fair Value Assumption March 31, 2023 September 19, 2022 Contractual term, in years 5.00 5.00 Expected volatility 153 % 167 % Risk-free interest rate 3.66 % 3.69 % Dividend yield - - Conversion / exercise price $ 25.00 $ 25.00 The March 2022 Warrants were classified as Level 1 as they are publicly traded. They are callable by the Company if certain criteria are met (Note 11). The March 2022 Warrants outstanding at December 31, 2022 and June 30, 2022 were valued using the following assumptions: March 31, 2023 June 30, 2022 Contractual term, in years 5.00 5.00 Active market Nasdaq Nasdaq Market price $ 1.98 $ 12.00 The Series A and Series B Warrants outstanding at March 31, 2023 and June 30, 2022 are callable by the Company if certain criteria are met (Note 11) and were valued using a Monte Carlo valuation model with the following assumptions: March 31, 2023 June 30, 2022 Contractual term, in years 2.00 4.00 2.00 4.00 Expected volatility 142 145 % 125 133 % Risk-free interest rate 4.02 4.79 % 2.75 2.98 % Dividend yield - - Conversion / exercise price $ 1,750.00 $ 1,750.00 The value of the derivative liability on the Senior Convertible Note at March 31, 2023 and June 30, 2022 was valued using a nonperformance risk adjusted Monte Carlo valuation model using total assets less goodwill and an estimate of the Company’s total enterprise value with the following valuation assumptions: March 31, 2023 June 30, 2022 Contractual term remaining, in years 0.17 0.92 Expected volatility 145.23 % 137.11 % De-leveraged volatility 51.02 % 62.88 % Risk-free interest rate 4.69 % 2.72 Dividend yield — — Conversion / exercise price $ 218.32 $ 218.32 |
Schedule of Balance Sheet Derivative Instruments | The following is information relative to the Company’s derivative instruments in the unaudited condensed consolidated balance sheets as of March 31, 2023 and June 30, 2022: Schedule of Balance Sheet Derivative Instruments Derivatives Not Designated as Hedging Instruments Balance Sheet Location March 31, 2023 June 30, 2022 Derivative liability on Senior Convertible Note (Note 2 and 11) Derivative liability $ 1,963,933 $ 9,399,620 |
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 Derivatives Not Location of Gain or (Loss) Amount of Gain (Loss) Recognized in Income on Derivatives Designated as Hedging Recognized in Income on Three months ended March 31, Nine months ended March 31, Instruments Derivatives 2023 2022 2023 2022 Derivative liability on Senior Convertible Note (Note 2 and 11) Change in fair value of derivative liability on Senior Convertible Note $ (1,163,979 ) $ (20,573,051 ) $ 7,435,687 $ (22,055,672 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | A measure of segment assets and liabilities has not been currently provided to the Company’s CODM and therefore is not shown below. The following tables present the Company’s segment information: Schedule of Segment Information 2023 2022 2023 2022 For the three months ended March 31, For the nine months ended March 31, 2023 2022 2023 2022 Net Revenue EEG iGaming segment $ 3,437,387 $ 14,590,447 $ 17,571,219 $ 41,692,731 EEG Games segment $ 738,607 $ 1,109,140 $ 2,619,444 $ 4,946,194 Total $ 4,175,994 $ 15,699,587 $ 20,190,663 $ 46,638,925 Adjusted EBITDA EEG iGaming segment $ (954,581 ) $ (1,736,531 ) $ (2,566,714 ) $ (5,590,343 ) EEG Games segment $ (701,767 ) $ (1,765,436 ) $ (1,810,305 ) $ (3,487,751 ) Other (1) $ (1,864,276 ) $ (3,791,162 ) $ (5,823,540 ) $ (9,296,739 ) Total Adjusted EBITDA $ (3,520,624 ) $ (7,293,129 ) $ (10,200,559 ) $ (18,374,833 ) Adjusted for: Interest expense $ (460,914 ) $ (611,021 ) $ (2,490,696 ) $ (5,368,933 ) Loss on disposal of businesses $ (4,198,362 ) $ - $ (4,198,362 ) $ - Asset impairment charges $ - $ (38,629,310 ) $ (16,135,000 ) $ (38,629,310 ) Gain on termination of lease $ 799,901 $ - $ 799,901 $ - Loss on conversion of senior convertible note $ - $ - $ - $ (5,999,662 ) Loss on extinguishment of senior convertible note $ (3,616,372 ) $ - (3,616,372 ) $ (28,478,804 ) Change in fair value of derivative liability $ (1,163,979 ) $ (20,573,051 ) $ 7,435,687 $ (22,055,672 ) Change in fair value of warrant liability $ 1,412,941 $ 8,181,398 $ 6,435,229 $ 28,641,920 Change in fair value of contingent consideration $ - $ 99,247 $ (2,864,551 ) $ 1,950,693 Other non-operating income (loss), net $ (551,921 ) $ (39,440 ) $ (19,085 ) $ (1,391,855 ) Depreciation and amortization $ (1,658,020 ) $ (3,125,223 ) $ (5,408,467 ) $ (9,555,184 ) Right of use asset amortization $ (31,170 ) $ (218,502 ) $ (69,597 ) $ (471,007 ) Stock-based Compensation $ (205,079 ) $ (1,346,502 ) $ (1,127,070 ) $ (3,958,275 ) Cost of acquisition $ - $ (13,531 ) (35,930 ) $ (269,013 ) Income tax benefit (expense) $ (376 ) $ (431 ) $ (376 ) $ 5,503,430 Net loss $ (13,193,975 ) $ (63,569,495 ) $ (31,495,248 ) $ (98,456,505 ) (1) Other comprises of corporate and overhead costs. (2) The Company has no intersegment revenues or costs and thus no eliminations required. (3) The Company defines Adjusted EBITDA as earnings (loss) before, as applicable to the particular period, interest expense; income taxes; depreciation and amortization, including right of use asset amortization; stock-based compensation; cost of acquisition; asset impairment charges; loss on extinguishment of senior convertible note; loss on conversion of senior convertible note; change in fair value of derivative liability; change in fair value of warrant liability; change in fair value of contingent consideration; and other non-operating income (loss), net, and certain other non-recurring, non-cash or non-core items (included in table above). |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Life of Assets (Details) | Mar. 31, 2023 |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Leasehold Improvements [Member] |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Schedule of Weighted Average Di
Schedule of Weighted Average Diluted Shares Outstanding (Details) - shares | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,503,155 | 1,213,365 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 32,324 | 13,594 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 562,006 | 203,506 |
Common Stock Senior Convertible Note [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 72,875 | 160,315 |
10% Series A Cumulative Redeemable Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 835,950 | 835,950 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||||||
Nov. 30, 2022 | Jun. 07, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 19, 2023 | Mar. 07, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Convertible Debt, Current | $ 15,910,000 | $ 15,910,000 | $ 15,910,000 | $ 15,910,000 | $ 679,976 | $ 35,000,000 | |||||||||||
Senior Notes | 15,230,024 | 15,230,024 | |||||||||||||||
Retained Earnings (Accumulated Deficit) | 180,635,674 | 180,635,674 | 149,140,426 | ||||||||||||||
Assets, Current | 5,448,355 | 5,448,355 | 9,971,985 | ||||||||||||||
Liabilities, Current | 28,968,837 | 28,968,837 | 65,822,224 | ||||||||||||||
Net Cash Provided by (Used in) Operating Activities | 11,526,050 | 14,100,783 | |||||||||||||||
Net Income (Loss) Attributable to Parent | 13,193,975 | $ 14,132,682 | $ 4,168,591 | 63,569,495 | $ 34,334,629 | $ 552,381 | 31,495,248 | 98,456,505 | |||||||||
Cash and Cash Equivalents, at Carrying Value | 1,875,758 | $ 9,404,637 | 1,875,758 | $ 9,404,637 | 2,517,146 | $ 19,917,196 | |||||||||||
Other Liabilities, Current | 23,520,482 | 23,520,482 | |||||||||||||||
Share price | $ 469.52 | $ 469.52 | $ 1 | ||||||||||||||
Goodwill, impairment loss, net of tax | $ 38,629,310 | $ 16,135,000 | 16,135,000 | $ 38,629,310 | |||||||||||||
Goodwill | $ 4,474,475 | 4,474,475 | 22,275,313 | ||||||||||||||
Intangible Assets, Net (Excluding Goodwill) | 23,119,755 | $ 16,135,000 | 23,119,755 | ||||||||||||||
EGL [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Goodwill, impairment loss, net of tax | $ 2,561,231 | $ 13,484,122 | $ 13,484,122 | ||||||||||||||
E G L Computer Equipment [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Goodwill, impairment loss, net of tax | 608,626 | 608,626 | |||||||||||||||
Helix Building [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Goodwill, impairment loss, net of tax | $ 1,416,807 | $ 1,416,807 | |||||||||||||||
Computer Software, Intangible Asset [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Intangible assets estimated life | 5 years | 5 years | |||||||||||||||
Trade Names [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Intangible assets estimated life | 10 years | 10 years | |||||||||||||||
Gaming Licenses [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Intangible assets estimated life | 2 years | 2 years | |||||||||||||||
Product [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Goodwill | $ 2,153,419 | $ 2,153,419 | |||||||||||||||
EEG iGaming [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Goodwill, impairment loss, net of tax | 14,500,000 | ||||||||||||||||
Goodwill | 3,494,643 | 3,494,643 | 19,660,481 | ||||||||||||||
Intangible Assets, Net (Excluding Goodwill) | 14,500,000 | ||||||||||||||||
E E G Gaming [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Goodwill, impairment loss, net of tax | $ 1,635,000 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Market capital requirement amount | $ 35,000,000 | ||||||||||||||||
Stockholders equity requirement amount | $ 2,500,000 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
FDIC insured amount | $ 250,000 | ||||||||||||||||
Senior Notes [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Derivative liability | 1,963,933 | 1,963,933 | |||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Outstanding debt convertible note | $ 15,230,024 | ||||||||||||||||
Senior Convertible Note [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Reverse stock split | one-for-one-hundred (1-for-100) reverse stock split | ||||||||||||||||
Derivative liability | $ 15,230,024 | $ 15,230,024 |
Schedule of Other Receivables (
Schedule of Other Receivables (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Receivables [Abstract] | ||
Indirect taxes | $ 13,270 | $ 306,040 |
Other | 371,418 | 66,243 |
Other receivables | $ 384,688 | $ 372,283 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and other Current Assets (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Prepaid Expenses And Other Current Assets | ||
Prepaid marketing costs | $ 51,988 | $ 298,300 |
Prepaid insurance | 127,493 | 230,404 |
Prepaid gaming costs | 482,568 | 575,113 |
Other | 307,126 | 439,236 |
Prepaid expenses and other current assets | $ 969,175 | $ 1,543,053 |
Schedule of Equipment (Details)
Schedule of Equipment (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Equipment, at cost | $ 76,085 | $ 70,437 |
Accumulated depreciation and finance lease amortization | (46,010) | (26,512) |
Equipment, net | 30,075 | 43,925 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, at cost | 40,313 | 35,911 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, at cost | $ 35,772 | $ 34,526 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 19,194 | $ 55,506 | ||
Finance Lease, Right-of-Use Asset, Amortization | $ 50,244 | $ 109,852 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||
Goodwill, balance as of June 30, 2022 | $ 22,275,313 | |||
Impairment charges | $ (23,119,755) | (16,135,000) | $ (23,119,755) | |
Disposal of Bethard Business | $ (2,116,882) | (2,153,419) | ||
Foreign currency translation | 487,581 | |||
Goodwill, balance as of March 31, 2023 | 4,474,475 | 4,474,475 | ||
EEG iGaming [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Goodwill, balance as of June 30, 2022 | 19,660,481 | |||
Impairment charges | (14,500,000) | |||
Disposal of Bethard Business | (2,153,419) | |||
Foreign currency translation | 487,581 | |||
Goodwill, balance as of March 31, 2023 | 3,494,643 | 3,494,643 | ||
EEG Games [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Goodwill, balance as of June 30, 2022 | 2,614,832 | |||
Impairment charges | (1,635,000) | |||
Disposal of Bethard Business | ||||
Foreign currency translation | ||||
Goodwill, balance as of March 31, 2023 | $ 979,832 | $ 979,832 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 22,932,778 | $ 38,407,560 |
Accumulated Amortization | (8,562,352) | (8,060,653) |
Net Carrying Amount | 14,370,426 | 30,346,489 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,792,893 | 5,835,512 |
Accumulated Amortization | (492,501) | (578,960) |
Net Carrying Amount | 2,300,392 | 5,256,552 |
Developed Technology and Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,216,263 | 10,109,366 |
Accumulated Amortization | (3,236,298) | (1,935,018) |
Net Carrying Amount | 5,979,965 | 8,174,348 |
Gaming Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 720,975 | 1,317,567 |
Accumulated Amortization | (720,975) | (774,760) |
Net Carrying Amount | 542,807 | |
Player Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,976,373 | 20,920,029 |
Accumulated Amortization | (4,097,935) | (4,757,813) |
Net Carrying Amount | 5,878,438 | 16,162,216 |
Internal-use Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 226,274 | 225,086 |
Accumulated Amortization | (14,643) | (14,520) |
Net Carrying Amount | $ 211,631 | $ 210,566 |
Schedule of Future Amortization
Schedule of Future Amortization of Intangible Assets (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of Fiscal 2023 | $ 1,113,392 | |
Fiscal 2024 | 4,318,596 | |
Fiscal 2025 | 4,318,596 | |
Fiscal 2026 | 3,164,773 | |
Fiscal 2027 | 376,446 | |
Thereafter | 1,078,623 | |
Total | $ 14,370,426 | $ 30,346,489 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||||||
Disposal of bethard business | $ 2,116,882 | $ 2,153,419 | ||||||
Asset impairment charges | 0 | 0 | ||||||
Asset impairment charges | $ 23,119,755 | |||||||
Asset impairment charges | 38,629,310 | $ 16,135,000 | 16,135,000 | $ 38,629,310 | ||||
Asset impairment charges | 13,484,122 | 13,484,122 | ||||||
Goodwill and intagiable asset impairment charges | 36,603,877 | 36,603,877 | ||||||
Amortization of intangible assets | 1,600,399 | 3,074,979 | 5,352,961 | 9,445,332 | ||||
EGL [Member] | ||||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||||
Asset impairment charges | 2,561,231 | $ 13,484,122 | $ 13,484,122 | |||||
Asset impairment charges | 98,543 | |||||||
GGC [Member] | ||||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||||
Asset impairment charges | 10,824,348 | |||||||
EEG iGaming [Member] | ||||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||||
Disposal of bethard business | 2,153,419 | |||||||
Asset impairment charges | $ 14,500,000 | 14,500,000 | ||||||
Asset impairment charges | 14,500,000 | |||||||
Amortization of intangible assets | 1,351,833 | 2,276,353 | 4,607,244 | 6,825,332 | ||||
GGC Reporting Unit [Member] | ||||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||||
Asset impairment charges | 1,635,000 | 1,635,000 | ||||||
E E G Gaming [Member] | ||||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||||
Asset impairment charges | $ 16,135,000 | 16,135,000 | ||||||
Asset impairment charges | $ 1,635,000 | |||||||
EEG Games [Member] | ||||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||||
Disposal of bethard business | ||||||||
Amortization of intangible assets | $ 248,566 | $ 910,000 | $ 745,717 | $ 2,730,000 |
Components of Other Non-Current
Components of Other Non-Current Assets (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
iGaming regulatory deposits | $ 1,715,053 | |
iGaming deposit with service providers | 261,825 | |
Rent deposit | 80,520 | |
Other | 4,844 | 4,778 |
Other non-current assets | $ 4,844 | $ 2,062,176 |
Components of Accounts Payable
Components of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 4,653,773 | $ 5,069,616 |
Accrued marketing | 1,240,370 | 2,388,987 |
Accrued payroll and benefits | 1,041,088 | 833,322 |
Accrued gaming liabilities | 208,128 | 446,626 |
Accrued professional fees | 359,856 | 555,967 |
Accrued jackpot liabilities | 327,524 | 297,970 |
Accrued interest | 56,743 | |
Accrued other liabilities | 1,007,588 | 2,751,564 |
Total | $ 8,895,070 | $ 12,344,052 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 34 Months Ended | |||||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 GBP (£) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 NZD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | |
Related Party Transaction [Line Items] | |||||||||
Charges incurred | $ 13,531 | $ 35,930 | $ 269,013 | ||||||
Payment for services | 1,292,743 | 6,282,445 | 7,414,814 | 19,248,877 | |||||
Contact Advisory Services Ltd. [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amounts payable to related parties | 11,549 | 0 | 11,549 | 0 | $ 11,549 | $ 11,549 | |||
Tilt, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from net sales | 22,977 | 222,599 | |||||||
Tilt, LLC [Member] | Equipment [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Lease payment | 11,200 | 33,600 | |||||||
Employment Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly employee payroll | 500 | ||||||||
Consultant Agreements [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly employee payroll | 22,225 | £ 18,000 | |||||||
Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Charges incurred | 0 | 22,073 | 72,107 | 52,791 | |||||
Related party charges | 4,255 | 1,857 | 10,776 | 22,139 | |||||
Related Party [Member] | Equipment [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment for services | 4,478 | 16,589 | |||||||
Related Party [Member] | Cryptocurrency Mining [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment for services | 2,631 | 19,214 | |||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Rate | 5% | ||||||||
Monthly employee payroll | 47,754 | $ 3,359 | |||||||
Chief Executive Officer [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Charges incurred | 0 | 1,200 | 1,200 | 3,600 | |||||
Amounts payable to related parties | 0 | 0 | 0 | 0 | 0 | 0 | |||
Former Chief Operating Officer [Member] | Consultancy Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly employee payroll | 23,169 | $ 36,995 | |||||||
Former Chief Financial Officer [Member] | Consultancy Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly employee payroll | 23,169 | $ 36,995 | |||||||
Chief Operating Officer [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amounts payable to related parties | 0 | 0 | 0 | 0 | 0 | 0 | |||
Chief Financial Officer [Member] | Employment Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly employee payroll | 500 | ||||||||
Legal fees | 60,000 | ||||||||
Chief Financial Officer [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amounts payable to related parties | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Related to Operating Lease (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Leases | ||
Operating lease assets | $ 106,386 | $ 164,288 |
Total lease assets | 106,386 | 164,288 |
Current: | ||
Operating lease liabilities | 99,188 | 364,269 |
Long-term: | ||
Operating lease liabilities | 18,073 | 669,286 |
Total lease liabilities | $ 117,261 | $ 1,033,555 |
Schedule of Weighted Average Re
Schedule of Weighted Average Remaining Lease Terms and Discount Rates (Details) | Mar. 31, 2023 | Jun. 30, 2022 |
Leases | ||
Operating leases: Weighted average remaining useful life (years) | 1 year 6 months | 3 years 10 months 13 days |
Operating leases: Weighted average discount rate | 8% | 8% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Leases | ||
Remainder of fiscal 2023 | $ 24,094 | |
Fiscal 2024 | 100,126 | |
Total lease payments | 124,220 | |
Less: imputed interest | (6,959) | |
Present value of lease liabilities | $ 117,261 | $ 1,033,555 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Oct. 31, 2021 USD ($) | Jul. 31, 2021 | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 | |
Operating lease expense | $ 33,443 | $ 162,733 | $ 69,597 | $ 458,949 | ||||
Operating leases weighted average discount rate | 8% | 8% | 8% | |||||
Gain on termination of lease | $ 799,901 | $ 799,901 | ||||||
Finance lease expense | $ 12,918 | $ 36,100 | ||||||
MALTA | ||||||||
Lessee, operating lease, description | the Company commenced a lease for office space of approximately 284 square meters in Saint Julians, Malta over a 3-year lease term | |||||||
Operating lease expense | € 83,000 | $ 89,032 | ||||||
Operating leases weighted average discount rate | 4% | |||||||
University of California [Member] | ||||||||
Lessee, operating 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 (the “UCLA Lease”) | |||||||
Operating lease expense | $ 17,500 | |||||||
Operating leases weighted average discount rate | 3% |
Schedule of Notes Payable and O
Schedule of Notes Payable and Other Long-term Debt (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | |
Short-Term Debt [Line Items] | ||
Less current portion of notes payable and long-term debt | $ (25,723) | $ (139,538) |
Notes Payable & Other Long-term [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable | $ 25,723 | 139,538 |
Maturity | Apr. 30, 2023 | |
Interest rate | 3.49% | |
Total | $ 25,723 | 139,538 |
Less current portion of notes payable and long-term debt | (25,723) | (139,538) |
Notes payable and other long-term debt |
Schedule of Maturities of Long-
Schedule of Maturities of Long-term Debt (Details) - Long-Term Debt [Member] | Mar. 31, 2023 USD ($) |
Extinguishment of Debt [Line Items] | |
Fiscal 2023 | $ 25,723 |
Long term debt | $ 25,723 |
Schedule of Components of Long-
Schedule of Components of Long-term Debt (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Debt Disclosure [Abstract] | ||
Current portion of long-term debt, including the senior convertible note | $ 15,935,723 | $ 35,139,538 |
Carrying amount | $ 15,935,723 | $ 35,139,538 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
May 01, 2023 USD ($) | Apr. 28, 2023 USD ($) | Apr. 19, 2023 USD ($) | Feb. 17, 2023 USD ($) | Jan. 28, 2023 d | Dec. 19, 2022 USD ($) | Sep. 19, 2022 USD ($) $ / shares shares | Sep. 19, 2022 USD ($) $ / shares shares | Mar. 02, 2022 USD ($) $ / shares shares | Oct. 13, 2021 USD ($) shares | Jun. 02, 2021 USD ($) $ / shares shares | Apr. 30, 2020 | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2023 GBP (£) | Feb. 16, 2023 USD ($) | Jan. 27, 2023 | Apr. 01, 2022 $ / shares shares | Feb. 22, 2022 USD ($) | Nov. 02, 2021 | Jul. 31, 2020 USD ($) | Jul. 31, 2020 GBP (£) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Interest expense | $ 460,914 | $ 611,021 | $ 2,490,696 | $ 5,368,933 | |||||||||||||||||||||||||
Debt instrument carrying amount | $ 15,935,723 | 15,935,723 | 15,935,723 | $ 35,139,538 | |||||||||||||||||||||||||
Amount remitted | 2,778,427 | ||||||||||||||||||||||||||||
Loss on extinguishment of debt | (3,616,372) | (3,616,372) | (28,478,804) | ||||||||||||||||||||||||||
Stock issued during period value conversion of convertible securities | 22,877,955 | 2,409,194 | $ 8,243,454 | ||||||||||||||||||||||||||
Derivative cash liability | 1,862,000,000 | ||||||||||||||||||||||||||||
Derivative liabilities | 1,963,933 | 1,963,933 | $ 799,954 | $ 9,124,756 | 1,963,933 | $ 9,399,620 | |||||||||||||||||||||||
Loss on conversion of senior convertible note | 5,999,662 | ||||||||||||||||||||||||||||
Fair value derivative liabilities | 1,963,933 | $ 1,963,933 | 1,963,933 | ||||||||||||||||||||||||||
Warrants overallotment | shares | 178,500 | 336,000 | 172,500 | ||||||||||||||||||||||||||
Change in fair market value of warrant liability | $ (1,412,941) | (8,181,398) | (6,435,229) | (28,641,920) | |||||||||||||||||||||||||
Holder [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Derivative liabilities | 1,963,933 | 1,963,933 | 1,963,933 | $ 9,399,620 | |||||||||||||||||||||||||
Subsequent Event [Member] | Series C Convertible Perpetual Preferred Stock [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period value conversion of convertible securities | $ 15,230,024 | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period value conversion of convertible securities | 2,242 | $ 8 | $ 17 | ||||||||||||||||||||||||||
Stock issued during period shares new issues | shares | 7,900 | 3,758 | |||||||||||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Warrants and rights outstanding | 117,340 | ||||||||||||||||||||||||||||
Number of warrants issued | shares | 20,000 | ||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 1,750 | ||||||||||||||||||||||||||||
Series B Warrants [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Warrants and rights outstanding | 5,390 | ||||||||||||||||||||||||||||
Number of warrants issued | shares | 20,000 | ||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 1,750 | ||||||||||||||||||||||||||||
Series A and B Warrants [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Warrants and rights outstanding | 0 | 0 | 0 | 122,730 | |||||||||||||||||||||||||
Class of 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 $3,250.00 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 | 16,776 | $ 2,677,898 | 122,730 | 32,986,240 | |||||||||||||||||||||||||
Senior Notes [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | 15,910,000 | 15,910,000 | 15,910,000 | ||||||||||||||||||||||||||
Debt principle amount | 19,261,583 | 19,261,583 | 19,261,583 | ||||||||||||||||||||||||||
Derivative liability | $ 1,963,933 | $ 1,963,933 | $ 1,963,933 | ||||||||||||||||||||||||||
Senior Notes [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt aggregate shares of common stock | shares | 2,242,143 | ||||||||||||||||||||||||||||
September 2022 Offering [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Number of shares sold | shares | 300,000 | 300,000 | |||||||||||||||||||||||||||
Price per share | $ / shares | $ 25 | $ 25 | $ 25 | $ 25 | $ 25 | ||||||||||||||||||||||||
Number of warrants issued | shares | 300,000 | 300,000 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 25 | $ 25 | $ 25 | $ 25 | $ 25 | ||||||||||||||||||||||||
September 2022 Warrants [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Warrants and rights outstanding | $ 5,286,288 | $ 5,286,288 | $ 702,239 | $ 702,239 | $ 702,239 | ||||||||||||||||||||||||
Number of shares sold | shares | 300,000 | ||||||||||||||||||||||||||||
Price per share | $ / shares | $ 25 | $ 25 | |||||||||||||||||||||||||||
Number of warrants issued | shares | 300,000 | 300,000 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 25 | $ 25 | |||||||||||||||||||||||||||
Class of warrant description | The September 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 | 1,565,215 | 4,584,049 | |||||||||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Warrants overallotment | shares | 36,000 | ||||||||||||||||||||||||||||
March 2022 Warrants [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Warrants and rights outstanding | $ 9,553,500 | 341,550 | 341,550 | 341,550 | $ 2,070,000 | ||||||||||||||||||||||||
Number of shares sold | shares | 150,000 | ||||||||||||||||||||||||||||
Price per share | $ / shares | $ 100 | ||||||||||||||||||||||||||||
Number of warrants issued | shares | 150,000 | 22,500 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 100 | $ 100 | |||||||||||||||||||||||||||
Class of warrant description | The March 2022 Warrants are callable by the Company should the volume weighted average share price of the Company exceed $300.00 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 | 169,050 | $ 5,503,500 | 1,728,450 | 5,503,500 | |||||||||||||||||||||||||
April 2022 Warrants [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Warrants and rights outstanding | $ 607,500 | ||||||||||||||||||||||||||||
Senior Convertible Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Interest expense | 56,743 | 1,075,069 | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 35,000,000 | 1,500,000 | 1,500,000 | 1,500,000 | |||||||||||||||||||||||||
Interest due | $ 1,073,343 | ||||||||||||||||||||||||||||
Debt weighted average interest rate | 90% | ||||||||||||||||||||||||||||
Debt instrument, convertible, threshold trading days | d | 5 | ||||||||||||||||||||||||||||
Loss on extinguishment of debt | 3,616,372 | 3,616,372 | $ 28,478,804 | ||||||||||||||||||||||||||
Stock issued during period value conversion of convertible securities | 19,261,583 | ||||||||||||||||||||||||||||
Derivative liability | $ 15,230,024 | $ 15,230,024 | 15,230,024 | ||||||||||||||||||||||||||
Derivative cash liability | $ 1,862,000,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 8% | 8% | 800% | 8% | 8% | ||||||||||||||||||||||||
Increase in interest rate | 12% | ||||||||||||||||||||||||||||
Accounts payable and accrued expenses | $ 56,743 | $ 56,743 | $ 56,743 | ||||||||||||||||||||||||||
Debt instrument convertible conversion price | $ / shares | $ 1,750 | $ 1,750 | $ 1,750 | $ 423.67 | $ 1,750 | $ 423.67 | |||||||||||||||||||||||
Debt instrument redemption outstanding description | the outstanding principal of the Senior Convertible to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, or an amount equal to market value of the shares of the Company’s Common Stock underlying the Senior Convertible Note, as determined in accordance with the Senior Convertible Note, if greater. The Holder did not have the right to convert any portion of a Senior Convertible 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 the Company’s Common Stock outstanding immediately after giving effect to such conversion. The Holder could have from time to time increased this limit to 9.99%, provided that any such increase would not have been effective until the 61st day after delivery of a notice to the Company of such increase. | ||||||||||||||||||||||||||||
Debt instrument convertible terms of conversion feature | The Holder did not have the right to convert any portion of a Senior Convertible 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 the Company’s Common Stock outstanding immediately after giving effect to such conversion. The Holder could have from time to time increased this limit to 9.99%, provided that any such increase would not have been effective until the 61st day after delivery of a notice to the Company of such increase. | ||||||||||||||||||||||||||||
Conversion floor price | $ / shares | $ 218.32 | $ 218.32 | $ 218.32 | ||||||||||||||||||||||||||
Stock issued during period shares new issues | shares | 72,875 | 160,315 | |||||||||||||||||||||||||||
Derivative liabilities | $ 1,963,933 | $ 1,963,933 | $ 1,963,933 | ||||||||||||||||||||||||||
Proceeds from convertible debt | $ 32,515,000 | ||||||||||||||||||||||||||||
Deferred finance costs net | 2,485,000 | ||||||||||||||||||||||||||||
Warrants and rights outstanding | $ 26,680,000 | ||||||||||||||||||||||||||||
Debt interest description | In addition, the Company requested and received an amendment to the Old Senior Convertible Note wherein the permitted ratio of outstanding debt to market capitalization was increased temporarily from 25% to 35% through December 25, 2021 | ||||||||||||||||||||||||||||
Debt conversion converted instrument amount | $ 7,500,000 | $ 10,652,648 | |||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 25,144 | ||||||||||||||||||||||||||||
Senior Convertible Note [Member] | Holder [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt conversion converted instrument amount | $ 7,500,000 | ||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 25,145 | ||||||||||||||||||||||||||||
Loss on conversion of senior convertible note | $ 5,999,662 | ||||||||||||||||||||||||||||
Senior Convertible Note [Member] | Series A Cumulative Redeemable Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument interest rate | 1,000% | 1,000% | 1,000% | 1,000% | 1,000% | ||||||||||||||||||||||||
Senior Convertible Note [Member] | Common Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period shares new issues | shares | 2,000 | ||||||||||||||||||||||||||||
Senior Convertible Note [Member] | Series A Warrants [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period shares new issues | shares | 20,000 | ||||||||||||||||||||||||||||
Senior Convertible Note [Member] | Series B Warrants [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period shares new issues | shares | 20,000 | ||||||||||||||||||||||||||||
Senior Convertible Note [Member] | September 2022 Offering [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 32,221,573 | ||||||||||||||||||||||||||||
Amount remitted | $ 2,778,427 | ||||||||||||||||||||||||||||
Senior Convertible Note Holder [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt redeemed amount | $ 679,976 | ||||||||||||||||||||||||||||
Amount paid to the holder | $ 150,000 | 750,000 | |||||||||||||||||||||||||||
Settlement of redemption premium amount | 51,450 | ||||||||||||||||||||||||||||
Settlement of accrued interest | 168,574 | ||||||||||||||||||||||||||||
Exchange Agreement [Member] | Senior Convertible Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument interest rate effective percentage | 100% | 100% | 100% | 100% | |||||||||||||||||||||||||
Exchange Agreement [Member] | Senior Convertible Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument carrying amount | $ 29,150,001 | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 35,000,000 | ||||||||||||||||||||||||||||
Waiver Agreement [Member] | Senior Convertible Note Holder [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Increasing in debt | $ 2,950,010 | $ 2,950,010 | |||||||||||||||||||||||||||
Debt principle amount | 450,010 | $ 450,010 | $ 450,010 | $ 450,010 | |||||||||||||||||||||||||
Converted accrued liabilities | 2,500,000 | 2,500,000 | $ 2,500,000 | $ 2,500,000 | |||||||||||||||||||||||||
Waiver Agreement [Member] | Senior Convertible Note Holder [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument carrying amount | 15,910,000 | ||||||||||||||||||||||||||||
Debt redeemed amount | $ 679,976 | ||||||||||||||||||||||||||||
New Note Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period shares new issues | shares | 72,875 | ||||||||||||||||||||||||||||
Term Loan Facility [Member] | Argyll Entertainment [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Notes payable to bank | $ 25,723 | 25,723 | $ 25,723 | £ 20,833 | $ 327,390 | £ 250,000 | |||||||||||||||||||||||
Debt instrument, 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 through May 2023 | ||||||||||||||||||||||||||||
Interest expense | $ 324 | $ 1,791 | $ 1,945 | $ 6,448 |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 27, 2023 USD ($) | Jan. 06, 2023 USD ($) shares | Oct. 31, 2022 EUR (€) | Jul. 13, 2021 USD ($) | Jul. 13, 2021 EUR (€) | Aug. 17, 2020 USD ($) shares | Aug. 06, 2020 USD ($) | Oct. 01, 2019 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Feb. 24, 2023 USD ($) | |
Cash payments | $ 21,079 | $ 1,346,502 | $ 1,127,070 | $ 3,958,275 | ||||||||||||||
Issuance of common stock | 3,885,109 | |||||||||||||||||
Sales and marketing expense | 928,692 | 7,074,414 | 5,217,584 | 21,332,423 | ||||||||||||||
Number of units issued | 2,345,890 | $ 1,539,219 | ||||||||||||||||
Accounts payable and accrued expenses | 8,895,070 | 8,895,070 | $ 12,344,052 | |||||||||||||||
Change in fair value of gain loss on contingent consideration | $ 3,044,019 | 99,247 | (2,864,551) | 1,950,693 | ||||||||||||||
Gain on disposal of business | $ 3,288,060 | |||||||||||||||||
Argyll UK EEG iGaming [Member] | ||||||||||||||||||
Payments to acquire businesses gross | € 6,535,753 | $ 6,891,782 | ||||||||||||||||
Marketing cost | € | € 13,120,000 | |||||||||||||||||
Cost equivalents | $ 13,834,699 | |||||||||||||||||
Business combination consideration transferred | $ 3,328,361 | |||||||||||||||||
Change in fair value of gain loss on contingent consideration | 0 | 99,247 | 2,864,551 | 1,950,693 | ||||||||||||||
One Year Anniversary [Member] | ||||||||||||||||||
Sales and marketing expense | 334,890 | 1,019,556 | ||||||||||||||||
Number of units issued | $ 1,550,000 | $ 1,250,000 | ||||||||||||||||
Issued shares | shares | 500 | 100 | ||||||||||||||||
Debt instrument term | 10 years | |||||||||||||||||
Accounts payable and accrued expenses | 1,019,556 | $ 1,019,556 | ||||||||||||||||
One Year Anniversary [Member] | July 1, 2021 Onwards [Member] | ||||||||||||||||||
Number of units issued | $ 1,250,000 | |||||||||||||||||
Issued shares | shares | 100 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Number of units issued | $ 8 | $ 4 | ||||||||||||||||
Issued shares | shares | 7,900 | 3,758 | ||||||||||||||||
Sponsorship Agreement [Member] | ||||||||||||||||||
Cash payments | $ 516,000 | |||||||||||||||||
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 | shares | 1,000 | |||||||||||||||||
Total capital commitments | $ 100,000,000 | |||||||||||||||||
Partnership Agreement [Member] | Additional Shares Capital [Member] | ||||||||||||||||||
Capital commitments, shares | shares | 1,000 | |||||||||||||||||
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 | 2,000% | |||||||||||||||||
Multi-year Agreement [Member] | ||||||||||||||||||
Sales and marketing expense | 146,840 | $ 1,090,523 | $ 963,023 | $ 3,905,728 | ||||||||||||||
Commitment year ended June 30, 2023 | 549,988 | 549,988 | ||||||||||||||||
Commitment year ended June 30, 2024 | 433,612 | 433,612 | ||||||||||||||||
Commitment year ended June 30, 2025 | 217,730 | 217,730 | ||||||||||||||||
Commitment year ended June 30, 2026 | $ 149,913 | $ 149,913 | ||||||||||||||||
Employment Agreement [Member] | Chairman and Chief Executive Officer [Member] | ||||||||||||||||||
Loss contingency, damages sought, value | $ 1,000,000 | |||||||||||||||||
Loss contingency, damages sought, shares | shares | 2,000 |
Schedule of Disaggregated by Re
Schedule of Disaggregated by Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 4,175,994 | $ 15,699,587 | $ 20,190,663 | $ 46,638,925 |
Online Betting And Casino Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,437,387 | 14,590,447 | 17,571,219 | 41,692,731 |
Esports And Other Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 738,607 | $ 1,109,140 | $ 2,619,444 | $ 4,946,194 |
Schedule of Revenues with Custo
Schedule of Revenues with Customers and Long-lived Assets Disaggregated by Geographical Area (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 4,175,994 | $ 15,699,587 | $ 20,190,663 | $ 46,638,925 |
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 510,874 | 1,046,639 | 1,905,255 | 4,255,482 |
Non-US [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 3,665,120 | $ 14,652,948 | $ 18,285,408 | $ 42,383,443 |
Schedule of Long-Lived Assets b
Schedule of Long-Lived Assets by Geography (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Disaggregation of Revenue [Line Items] | ||
Long-lived assets | $ 18,986,206 | $ 54,892,191 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Long-lived assets | 5,316,004 | 8,271,360 |
Non-US [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Long-lived assets | $ 13,670,202 | $ 46,620,831 |
10% Series A Cumulative Redee_2
10% Series A Cumulative Redeemable Convertible Preferred Stock (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 10, 2021 | Nov. 16, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Nov. 10, 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 | ||||
Number of options exercised | 140 | ||||||
Preferred stock, dividend rate, percentage | 1,000% | ||||||
Board of Directors Chairman [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, dividend rate, percentage | 1,000% | ||||||
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 | ||||||
Conversion description | 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 per common share. 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 | ||||||
Conversion price | $ 17.50 | $ 17.50 | |||||
10% Series A Cumulative Redeemable Preferred Stock [Member] | 45-Days Option to Purchase [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of options exercised | 35,950 | ||||||
Proceeds from option exercised | $ 334,335 | ||||||
10% Series A Cumulative Redeemable Preferred Stock [Member] | 45-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] | |||||||
Number of units issued | 800,000 | ||||||
Shares issued price per share | $ 10 | ||||||
Gross proceeds from issuance of preferred stock | $ 8,000,000 | ||||||
Net proceeds from issuance of preferred stock | $ 7,265,000 |
Series B Redeemable Preferred_2
Series B Redeemable Preferred Stock (Details Narrative) - USD ($) | 9 Months Ended | ||||
Dec. 21, 2022 | Dec. 20, 2022 | Mar. 31, 2023 | Feb. 10, 2023 | Jun. 30, 2022 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Common stock shares outstanding | 3,262,303 | 409,229 | |||
Preferred stock voting rights | The outstanding shares of Series B Preferred Stock had 25,000,000 votes per share | ||||
Common stock par value | $ 0.001 | $ 0.001 | |||
Preferred stock redemption price | $ 10 | ||||
Preferred stock redemption price per share | $ 10 | ||||
Preferred stock redemption value | $ 1,000 | ||||
Series B Preferred Stock [Member] | |||||
Proceeds from sale of shares, net of Issuance costs | 100 | ||||
Common stock shares outstanding | 25,000,000 | ||||
Series B Preferred Stock [Member] | Chief Financial Officer [Member] | |||||
Proceeds from sale of shares, net of Issuance costs | 100 | ||||
Preferred stock, par value | $ 0.001 | ||||
Shares issued price per share | $ 10 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | |
Equity [Abstract] | ||||
Number of Warrants, Outstanding, Beginning Balance | 674,846 | 562,006 | 226,006 | 53,506 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 150.53 | $ 180.73 | $ 412.26 | $ 1,418.98 |
Weighted Average Remaining Life (Years), Outstanding, Beginning Balance | 4 years 6 months 3 days | 4 years 25 days | 3 years 1 month 20 days | |
Intrinsic Value, Outstanding, Beginning Balance | $ 8,743,588 | |||
Number of Warrants, Issued | 178,500 | 336,000 | 172,500 | |
Weighted Average Exercise Price, Issued | $ 0.10 | $ 25 | $ 100 | |
Number of Warrants, Exercised | (112,840) | (65,660) | ||
Weighted Average Exercise Price, Exercised | $ 0.1 | $ 0.10 | ||
Number of Warrants, Forfeited or cancelled | ||||
Weighted Average Exercise Price, Forfeited or cancelled | ||||
Number of Warrants, Exercised | 112,840 | 65,660 | ||
Weighted Average Remaining Life (Years), Outstanding, Ending Balance | 4 years 3 days | 4 years 4 months 17 days | ||
Intrinsic Value, Outstanding, Ending Balance | ||||
Number of Warrants, Outstanding, Ending Balance | 562,006 | 674,846 | 562,006 | 226,006 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 180.73 | $ 150.53 | $ 180.73 | $ 412.26 |
Schedule of Stock Option (Detai
Schedule of Stock Option (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Equity [Abstract] | ||||
Number of Options, Outstanding, Beginning Balance | 7,635 | 11,105 | 11,105 | 4,747 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 625.06 | $ 628.71 | $ 628.71 | $ 549.29 |
Number of Options, Granted | 25,000 | 11,202 | ||
Weighted Average Exercise Price, Granted | $ 7.70 | $ 671 | ||
Number of Options, Exercised | (140) | |||
Weighted Average Exercise Price, Exercised | $ 482 | |||
Number of Options, Cancelled | (311) | (3,470) | (4,704) | |
Weighted Average Exercise Price, Cancelled | $ 628.39 | $ 656.38 | $ 653.64 | |
Number of Options, Outstanding, Ending Balance | 32,324 | 7,635 | 32,324 | 11,105 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 149.52 | $ 625.06 | $ 149.52 | $ 628.71 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Jan. 03, 2023 | Dec. 21, 2022 | Sep. 19, 2022 | Sep. 19, 2022 | Apr. 02, 2022 | Mar. 02, 2022 | Oct. 13, 2021 | Sep. 03, 2021 | Jun. 02, 2021 | Sep. 10, 2020 | Apr. 16, 2020 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Mar. 07, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Net proceeds | $ 17,850 | |||||||||||||||||||||
Conversion of convertible debt | $ 22,877,955 | $ 2,409,194 | $ 8,243,454 | |||||||||||||||||||
Loss on extinguishment of debt | $ (3,616,372) | $ (3,616,372) | $ (28,478,804) | |||||||||||||||||||
Issued award | 25,000 | 11,202 | ||||||||||||||||||||
Exercise price | $ 469.52 | $ 469.52 | $ 1 | |||||||||||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 36,781 | |||||||||||||||||||||
Number of shares issued for stovk options exercised, shares | 140 | |||||||||||||||||||||
Weighted average exercise price | $ 482 | |||||||||||||||||||||
Number of shares issued for stock options exercised | $ 40,969 | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 3,885,109 | |||||||||||||||||||||
Weighted average exercise price | $ 7.70 | $ 671 | ||||||||||||||||||||
Weighted average remaining life | 4 years 5 months 12 days | |||||||||||||||||||||
Exercisable shares | 32,324 | 32,324 | 32,324 | |||||||||||||||||||
Weighted average exercise price | $ 149.52 | $ 149.52 | $ 149.52 | |||||||||||||||||||
Stock-based compensation expense | $ 21,079 | $ 1,346,502 | $ 1,127,070 | $ 3,958,275 | ||||||||||||||||||
2020 Equity and Incentive Plan [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares authorized for issuance | 15,000 | 22,019 | 22,019 | 22,019 | ||||||||||||||||||
Shares of Common Stock | 14,695 | 14,695 | ||||||||||||||||||||
Prefunded Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Net proceeds | $ 17,850 | |||||||||||||||||||||
Holder redeemed | 178,500 | |||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued for stovk options exercised, shares | 140 | |||||||||||||||||||||
Weighted average exercise price | $ 482 | |||||||||||||||||||||
Number of shares issued for stock options exercised | $ 67,479 | |||||||||||||||||||||
Stock Options [Member] | 2020 Equity and Incentive Plan [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
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 2,340 shares. | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Conversion of convertible debt | $ 2,242 | $ 8 | $ 17 | |||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,242,143 | 8,126 | 17,018 | |||||||||||||||||||
Number of shares issued for service, shares | 25,000 | 500 | 40 | 786 | 1,326 | |||||||||||||||||
Number of shares issued for stovk options exercised, shares | 85 | |||||||||||||||||||||
Number of shares issued for stock options exercised | ||||||||||||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 7,900 | 3,758 | ||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrants price | $ 1,750 | |||||||||||||||||||||
Issued warrants | 20,000 | |||||||||||||||||||||
Warrant outstanding | 20,000 | |||||||||||||||||||||
Warrant expire date | Jun. 02, 2025 | |||||||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrants price | $ 1,750 | |||||||||||||||||||||
Issued warrants | 20,000 | |||||||||||||||||||||
Warrant outstanding | 20,000 | |||||||||||||||||||||
Warrant expire date | Jun. 02, 2023 | |||||||||||||||||||||
Series A and Series B Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrants price | $ 1,750 | |||||||||||||||||||||
Unit A Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrant expire date | Apr. 14, 2025 | |||||||||||||||||||||
March 2022 Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares sold | 150,000 | 150,000 | ||||||||||||||||||||
stock price per share | $ 100 | $ 100 | $ 100 | |||||||||||||||||||
Warrants price | $ 1 | $ 100 | ||||||||||||||||||||
Issued warrants | 150,000 | |||||||||||||||||||||
April 2020 Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares sold | 19,800 | |||||||||||||||||||||
Warrants price | $ 425 | |||||||||||||||||||||
Issued warrants | 39,600 | |||||||||||||||||||||
Conversion of convertible debt | $ 4,138,585 | |||||||||||||||||||||
Shares issued price per share | $ 425 | |||||||||||||||||||||
April 2020 Offering [Member] | Common Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares sold | 12,172 | |||||||||||||||||||||
April 2020 Offering [Member] | Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares sold | 24,345 | |||||||||||||||||||||
April 2020 Offering [Member] | Unit A Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issued warrants | 2,094 | |||||||||||||||||||||
Conversion of convertible debt | $ 406 | |||||||||||||||||||||
Warrant outstanding | 11,368 | 11,368 | 11,368 | |||||||||||||||||||
April 2020 Offering [Member] | Unit B Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issued warrants | 2,094 | |||||||||||||||||||||
Warrant outstanding | 0 | 0 | 0 | |||||||||||||||||||
April 2020 Offering [Member] | Unit A and B warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrants price | $ 1 | |||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issued award | 25,000 | 25,000 | ||||||||||||||||||||
Exercise price | $ 7.70 | $ 7.36 | $ 7.36 | $ 7.36 | ||||||||||||||||||
Unamortized stock options compensation | $ 63,234 | $ 63,234 | $ 63,234 | |||||||||||||||||||
Senior Convertible Note [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Conversion of convertible debt | $ 19,261,583 | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,242,143 | |||||||||||||||||||||
Loss on extinguishment of debt | $ 3,616,372 | $ 3,616,372 | $ 28,478,804 | |||||||||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 72,875 | 160,315 | ||||||||||||||||||||
Debt conversion, amount | $ 7,500,000 | $ 10,652,648 | ||||||||||||||||||||
Debt conversion, shares | 25,144 | |||||||||||||||||||||
Debt conversion, per share | $ 1,750 | $ 1,750 | $ 1,750 | 423.67 | $ 1,750 | $ 423.67 | ||||||||||||||||
Senior Convertible Note [Member] | Common Stock [Member] | Maximum [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 2,000 | |||||||||||||||||||||
Senior Convertible Note [Member] | Series A Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 20,000 | |||||||||||||||||||||
Senior Convertible Note [Member] | Series B Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 20,000 | |||||||||||||||||||||
September 2022 Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares sold | 300,000 | 300,000 | ||||||||||||||||||||
stock price per share | $ 25 | $ 25 | 25 | 25 | $ 25 | |||||||||||||||||
Warrants price | $ 25 | $ 25 | $ 25 | $ 25 | $ 25 | |||||||||||||||||
Gross proceeds | $ 7,536,000 | |||||||||||||||||||||
Fair value of issuance of shares | 1,568,130 | |||||||||||||||||||||
Cash received from offering | 6,854,418 | |||||||||||||||||||||
Issuance costs | 681,582 | |||||||||||||||||||||
Net proceeds | $ 36,000 | 5,286,288 | ||||||||||||||||||||
General working capital | 2,778,427 | |||||||||||||||||||||
General working capital included equity | $ 2,265,927 | |||||||||||||||||||||
Percentage of gross proceeds | 50% | |||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 2,000,000 | |||||||||||||||||||||
Percentage of offering fees | 7% | |||||||||||||||||||||
Underwriting discounts | $ 5,125 | |||||||||||||||||||||
Issued warrants | 300,000 | 300,000 | ||||||||||||||||||||
September 2022 Offering [Member] | Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Exercise price | $ 1 | $ 1 | ||||||||||||||||||||
December 2022 Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares sold | 70,650 | |||||||||||||||||||||
Warrants price | $ 9.37 | |||||||||||||||||||||
Fair value of issuance of shares | $ 2,316,686 | |||||||||||||||||||||
Cash received from offering | 2,316,686 | |||||||||||||||||||||
Issuance costs | $ 170,001 | |||||||||||||||||||||
Net proceeds | $ 17,850 | |||||||||||||||||||||
Issued warrants | 178,500 | |||||||||||||||||||||
Warrant prepaid per share | $ 0.10 | |||||||||||||||||||||
Net proceeds from issuance of warrants | $ 2,146,685 | |||||||||||||||||||||
Remitted amount | $ 1,073,343 | |||||||||||||||||||||
Holder redeemed | 178,500 | |||||||||||||||||||||
March 2022 Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrants price | $ 100 | $ 100 | ||||||||||||||||||||
Gross proceeds | $ 150,000 | |||||||||||||||||||||
Fair value of issuance of shares | 4,051,500 | |||||||||||||||||||||
Cash received from offering | 13,605,000 | |||||||||||||||||||||
Issuance costs | 1,395,000 | |||||||||||||||||||||
Net proceeds | $ 9,553,500 | |||||||||||||||||||||
At the Market Equity Offering Program [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | 11,658 | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 4,005,267 | |||||||||||||||||||||
Net proceeds from issuance of common stock | $ 3,885,109 | |||||||||||||||||||||
Weighted average exercise price | $ 343.56 | |||||||||||||||||||||
ATM Equity Offering Program [Member] | Common Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares sold | 0 | 0 | 11,658 | |||||||||||||||||||
Proceeds from issuance or sale of equity | $ 4,005,267 | |||||||||||||||||||||
ATM Equity Offering Program [Member] | Common Stock [Member] | Maximum [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Sale of stock, consideration received on transaction | $ 20,000,000 | |||||||||||||||||||||
Registered Direct Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares sold | 70,650 | |||||||||||||||||||||
Warrants price | $ 9.37 | |||||||||||||||||||||
Issued warrants | 178,500 | |||||||||||||||||||||
Registered Direct Offering [Member] | Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares issued price per share | $ 0.10 | |||||||||||||||||||||
Over-Allotment Option [Member] | September 2022 Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrant outstanding | 36,000 | 36,000 | ||||||||||||||||||||
Warrant expire date | Sep. 19, 2027 | Sep. 19, 2027 | ||||||||||||||||||||
Over-Allotment Option [Member] | March 2022 Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrant expire date | Mar. 02, 2027 | |||||||||||||||||||||
Over-Allotment Option [Member] | March 2022 Offering [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Net proceeds | $ 20,925 | |||||||||||||||||||||
Issued warrants | 22,500 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) | $ 1,963,933 | $ 799,954 | $ 9,124,756 | $ 9,399,620 |
Contingent consideration (Note 12) | $ 6,192,912 | $ 3,148,893 | 3,328,361 | |
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) | ||||
Contingent consideration (Note 12) | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) | ||||
Contingent consideration (Note 12) | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability on Senior Convertible Note (Note 2, Note 11 and Note 20) | 1,963,933 | 9,399,620 | ||
Contingent consideration (Note 12) | 3,328,361 | |||
September 2022 Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | 702,239 | |||
September 2022 Warrant [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | ||||
September 2022 Warrant [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | ||||
September 2022 Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | 702,239 | |||
March 2022 Warrants [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | 341,550 | |||
March 2022 Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | 341,550 | |||
March 2022 Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | ||||
March 2022 Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | ||||
March 2022 Warrants [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | 2,070,000 | |||
March 2022 Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | 2,070,000 | |||
March 2022 Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | ||||
March 2022 Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | ||||
Series A and Series B Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | 122,730 | |||
Series A and Series B Warrant [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | ||||
Series A and Series B Warrant [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | ||||
Series A and Series B Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability for the Series A and Series B Warrants (Note 11) | $ 122,730 |
Schedule of Changes in Level 3
Schedule of Changes in Level 3 Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||||||
Warrant liability, beginning balance | $ 2,284,230 | $ 3,820,962 | $ 122,730 | $ 122,730 | ||
Contingent consideration, beginning balance | 6,192,912 | 3,148,893 | 3,328,361 | 3,328,361 | ||
Derivative liability on senior convertible note, beginning balance | 799,954 | 9,124,756 | 9,399,620 | 9,399,620 | ||
Fair value of warrants | 5,286,288 | |||||
Change in fair value of September Warrants | (1,565,215) | (1,536,732) | (1,482,103) | |||
Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note | (105,953) | |||||
Change in fair value of Bethard contingent consideration liability | (179,468) | 2,864,551 | $ (1,950,693) | |||
Change in fair value of derivative liability on the senior convertible note | 1,163,979 | (8,324,802) | (274,864) | $ 20,573,051 | (7,435,687) | 22,055,672 |
Change in (loss) gain on Bethard contingent consideration liability | 3,044,019 | $ 99,247 | (2,864,551) | $ 1,950,693 | ||
Change in fair value of series A and series B warrants issued with senior convertible note | ||||||
Change in (loss) gain on Bethard contingent consideration liability | (6,192,912) | |||||
Warrant liability, ending balance | 702,239 | 2,284,230 | 3,820,962 | 702,239 | ||
Contingent consideration, ending balance | 6,192,912 | 3,148,893 | ||||
Derivative liability on senior convertible note, ending balance | $ 1,963,933 | $ 799,954 | $ 9,124,756 | $ 1,963,933 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding Fair Value Assumption (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 19, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Monte Carlo [Member] | Senior Convertible Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term, in years | 2 months 1 day | 11 months 1 day | |
Expected volatility | 145.23% | 137.11% | |
Risk-free interest rate | 4.69% | 2.72% | |
Dividend yield | |||
Conversion / exercise price | $ 218.32 | $ 218.32 | |
De-leveraged volatility | 51.02% | 62.88% | |
September 2022 Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term, in years | 5 years | 5 years | |
Expected volatility | 167% | 153% | |
Risk-free interest rate | 3.69% | 3.66% | |
Dividend yield | |||
Conversion / exercise price | $ 25 | $ 25 | |
March 2022 Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term, in years | 5 years | 5 years | |
Active market | Nasdaq | Nasdaq | |
Market price | $ 1.98 | $ 12 | |
Series A and Series B Warrant [Member] | Monte Carlo [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Dividend yield | |||
Conversion / exercise price | $ 1,750 | $ 1,750 | |
Series A and Series B Warrant [Member] | Monte Carlo [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term, in years | 2 years | 2 years | |
Expected volatility | 142% | 125% | |
Risk-free interest rate | 4.02% | 2.75% | |
Series A and Series B Warrant [Member] | Monte Carlo [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contractual term, in years | 4 years | 4 years | |
Expected volatility | 145% | 133% | |
Risk-free interest rate | 4.79% | 2.98% |
Schedule of Balance Sheet Deriv
Schedule of Balance Sheet Derivative Instruments (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 |
Fair Value Disclosures [Abstract] | ||||
Derivative liability | $ 1,963,933 | $ 799,954 | $ 9,124,756 | $ 9,399,620 |
Schedule of Statement of Operat
Schedule of Statement of Operation Derivative Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ (1,163,979) | $ (20,573,051) | $ 7,435,687 | $ (22,055,672) |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Derivative cash liability | $ 1,862,000,000 |
Fair value derivative liabilities | $ 1,963,933 |
Loss on Disposal of Businesse_2
Loss on Disposal of Businesses, net (Details Narrative) | 2 Months Ended | 9 Months Ended | |||||||||||||
Mar. 27, 2023 USD ($) | Feb. 24, 2023 USD ($) | Feb. 24, 2023 EUR (€) | Feb. 17, 2023 USD ($) | Feb. 17, 2023 EUR (€) | Jan. 18, 2023 USD ($) | Nov. 10, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Feb. 24, 2023 EUR (€) | Feb. 16, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Short-Term Debt [Line Items] | |||||||||||||||
Businesses net of cash divested | $ 1,739,882 | ||||||||||||||
Loss on disposal of business | $ 3,288,060 | ||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 6,192,912 | $ 3,148,893 | $ 3,328,361 | ||||||||||||
Business Combination, Control Obtained Description | On February 16, 2023, the Company entered into the Amendment with the Holder as a condition to the closing of the sale of the Bethard Business. The Amendment required the Company to deposit 50% of the proceeds from the Sale of the Bethard Business in a bank account in favor of the Holder. The Amendment also required the Company to deposit 50% of the proceeds of any permitted future sale of assets or any subsequent debt or equity offer or sale (a “Securities Transaction”) and 100% of the proceeds of any additional indebtedness incurred in the future, into such bank account in favor of the Holder, or, at the option of the Holder, redeem amounts under the Senior Convertible Note using such proceeds. 50% of the proceeds received from the Sale of Bethard | On February 16, 2023, the Company entered into the Amendment with the Holder as a condition to the closing of the sale of the Bethard Business. The Amendment required the Company to deposit 50% of the proceeds from the Sale of the Bethard Business in a bank account in favor of the Holder. The Amendment also required the Company to deposit 50% of the proceeds of any permitted future sale of assets or any subsequent debt or equity offer or sale (a “Securities Transaction”) and 100% of the proceeds of any additional indebtedness incurred in the future, into such bank account in favor of the Holder, or, at the option of the Holder, redeem amounts under the Senior Convertible Note using such proceeds. 50% of the proceeds received from the Sale of Bethard | |||||||||||||
Bethard Business [Member] | Share Purchase Agreement [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Business Combination, Consideration Transferred, Other | $ 8,090,965 | ||||||||||||||
Business Combination, Consideration Transferred | 1,739,882 | € 1,650,000 | |||||||||||||
Holdback on sale of Bethard Business | 158,171 | € 150,000 | $ 869,941 | € 825,000 | |||||||||||
Business Combination, Contingent Consideration, Liability | 6,192,912 | € 5,872,989 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 1,306,021 | € 1,238,552 | |||||||||||||
Senior Convertible Note [Member] | Spanish iGaming Operations [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Businesses net of cash divested | $ 1,200,000 | ||||||||||||||
Deposits | 1,000,000 | ||||||||||||||
Loss on disposal of business | $ 1,114,992 | ||||||||||||||
Senior Convertible Note [Member] | Bethard Business [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Loss on disposal of business | $ 8,601,414 | ||||||||||||||
Senior Convertible Note [Member] | Argyll Entertainment [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Loss on disposal of business | $ 3,288,060 | ||||||||||||||
Senior Convertible Note Holder [Member] | Waiver Agreement [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Increasing in debt | $ 2,950,010 | 2,950,010 | |||||||||||||
Increasing in debt | 450,010 | 450,010 | $ 450,010 | ||||||||||||
Converted accrued liabilities | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 |
Schedule of Segment Information
Schedule of Segment Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | ||
Segment Reporting Information [Line Items] | ||||||||||
Total | $ 4,175,994 | $ 15,699,587 | $ 20,190,663 | $ 46,638,925 | ||||||
Total Adjusted EBITDA | (3,520,624) | (7,293,129) | (10,200,559) | (18,374,833) | ||||||
Interest expense | (460,914) | (611,021) | (2,490,696) | (5,368,933) | ||||||
Loss on disposal of businesses | (4,198,362) | (4,198,362) | ||||||||
Asset impairment charges | (38,629,310) | $ (16,135,000) | (16,135,000) | (38,629,310) | ||||||
Gain on termination of lease | 799,901 | 799,901 | ||||||||
Loss on conversion of senior convertible note | (5,999,662) | |||||||||
Loss on extinguishment of senior convertible note | (3,616,372) | (3,616,372) | (28,478,804) | |||||||
Change in fair value of derivative liability | (1,163,979) | (20,573,051) | 7,435,687 | (22,055,672) | ||||||
Change in fair value of warrant liability | 1,412,941 | 8,181,398 | 6,435,229 | 28,641,920 | ||||||
Change in fair value of contingent consideration | 99,247 | (2,864,551) | 1,950,693 | |||||||
Other non-operating income (loss), net | (551,921) | (39,440) | (19,085) | (1,391,855) | ||||||
Depreciation and amortization | (1,658,020) | (3,125,223) | (5,408,467) | (9,555,184) | ||||||
Right of use asset amortization | (31,170) | (218,502) | (69,597) | (471,007) | ||||||
Stock-based Compensation | (205,079) | (1,346,502) | (1,127,070) | (3,958,275) | ||||||
Cost of acquisition | (13,531) | (35,930) | (269,013) | |||||||
Income tax benefit (expense) | (376) | (431) | (376) | 5,503,430 | ||||||
Net loss | (13,193,975) | $ (14,132,682) | $ (4,168,591) | (63,569,495) | $ (34,334,629) | $ (552,381) | (31,495,248) | (98,456,505) | ||
I Gaming Segment [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total | 3,437,387 | 14,590,447 | 17,571,219 | 41,692,731 | ||||||
Total Adjusted EBITDA | (954,581) | (1,736,531) | (2,566,714) | (5,590,343) | ||||||
E E G Games Segment [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total | 738,607 | 1,109,140 | 2,619,444 | 4,946,194 | ||||||
Total Adjusted EBITDA | (701,767) | (1,765,436) | (1,810,305) | (3,487,751) | ||||||
Other [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total Adjusted EBITDA | [1] | $ (1,864,276) | $ (3,791,162) | $ (5,823,540) | $ (9,296,739) | |||||
[1]Other comprises of corporate and overhead costs. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 09, 2023 shares | May 01, 2023 USD ($) | Apr. 30, 2023 USD ($) $ / shares shares | Apr. 30, 2023 $ / shares shares | Apr. 30, 2023 $ / shares shares | Apr. 19, 2023 USD ($) $ / shares | Apr. 19, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2021 shares | Mar. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | May 08, 2023 USD ($) shares | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||||||||
Convertible debt | $ 679,976 | $ 679,976 | $ 15,910,000 | $ 15,910,000 | $ 35,000,000 | ||||||||
Common stock outstanding | shares | 3,262,303 | 409,229 | |||||||||||
Derivative cash liability | $ 1,862,000,000 | ||||||||||||
Share price | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Senior Notes [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Derivative liability | $ 1,963,933 | ||||||||||||
Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | shares | 7,900 | 3,758 | |||||||||||
Senior Convertible Note [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | shares | 72,875 | 160,315 | |||||||||||
Derivative liability | $ 15,230,024 | ||||||||||||
Derivative cash liability | $ 1,862,000,000 | ||||||||||||
Debt interest, equal rate | 8% | 800% | |||||||||||
Increase in interest rate | 12% | ||||||||||||
Series D Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Gross proceeds | $ 4,300,000 | ||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Convertible debt | $ 15,910,000 | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Convertible debt | $ 132,583 | ||||||||||||
Common stock outstanding | shares | 3,339,576 | ||||||||||||
Subsequent Event [Member] | Senior Convertible Note Holder [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Amount paid to the holder | $ 150,000 | 750,000 | |||||||||||
Debt redeemed amount | 679,976 | 679,976 | |||||||||||
Settlement of redemption premium amount | 51,450 | ||||||||||||
Settlement of accrued interest | 168,574 | ||||||||||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Outstanding debt convertible note | 15,230,024 | ||||||||||||
Convertible debt | $ 679,976 | $ 679,976 | |||||||||||
Convertible debt | shares | 77,273 | ||||||||||||
Issuance of common stock under the ATM, net of issuance costs, shares | shares | 15,101 | ||||||||||||
Preferred stock conversion description | (x) the Conversion Amount (as defined below) of a share of Series C Convertible Preferred Stock by (y) the lower of (i) the Conversion Price (as defined below); and (ii) the Alternate Conversion Price (as defined below), subject to the Floor Price (as defined below). “Conversion Amount” shall mean, with respect to each share of Series C Convertible Preferred Stock, the sum of (A) $1,000 (such amount, subject to adjustment, the “Stated Value”) and (B) all declared and unpaid dividends with respect to such Stated Value and any other amounts owed under the Series C Certificate of Designations. “Conversion Price” shall mean $2.50, subject to adjustment as provided in the Series C Certificate of Designations. “Alternate Conversion Price” shall mean with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the Floor Price and (y) 90% of the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including the Trading Day of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”) | ||||||||||||
Floor price | $ / shares | 0.44 | 0.44 | |||||||||||
Preferred Stock, Conversion Basis | The Securities Purchase Agreement contemplates a direct offering to the Investor of (i) 4,300 shares of new Series D Preferred Stock, $0.001 par value per share, for a price of $1,000 per share, (ii) common warrants to purchase 1,433,333 shares of our Common Stock at a price of $1.96 per share, and (iii) preferred warrants to purchase 4,300 shares of our Series D Preferred Stock at a price of $1,000 per share | ||||||||||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Preferred stock conversion description | The number of Series D Conversion Shares issuable upon conversion of any share of Series D Preferred Stock shall be determined by dividing (x) the Series D Conversion Amount (as defined below) of a share of Series D Preferred Stock by (y) the lower of (i) the Series D Conversion Price (as defined below); and (ii) the Series D Alternate Conversion Price (as defined below), subject to the Series D Floor Price (as defined below). “Series D Conversion Amount” shall mean, with respect to each share of Series D Preferred Stock, the sum of (A) $1,000 (such amount, subject to adjustment, the “Series D Stated Value”) and (B) all declared and unpaid dividends with respect to such Series D Stated Value and any other amounts owed under the Series D Certificate of Designations. “Series D Conversion Price” shall mean $3.00. “Alternate Conversion Price” shall mean 90% of the lowest VWAP (as defined in the Series D Certificate of Designations) of the 10 trading days ending and including the date of conversion. “Series D Floor Price” shall mean $0.39. | ||||||||||||
Common stock, shares outstanding, rate | 999% | 999% | 999% | ||||||||||
Shares issued | shares | 10,000 | 10,000 | 10,000 | ||||||||||
Share price | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Debt interest, equal rate | 800% | 800% | 800% | ||||||||||
Increase in interest rate | 50% | ||||||||||||
Shares issued, rate | 4.99% | ||||||||||||
Shares issued rate, increased | 9.99% | ||||||||||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | Maxim Group LLC [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Gross cash proceeds, rate | 7% | ||||||||||||
Gross proceeds | $ 4,000,000 | ||||||||||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares outstanding, rate | 20% | 20% | 20% |