UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 17, 2023
ESPORTS ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-39262 | | 26-3062752 |
| (State or other jurisdiction of | | (Commission | | (IRS Employer |
| incorporation or organization) | | File Number) | | Identification No.) |
BLOCK 6,
TRIQ PACEVILLE,
ST. JULIANS STJ 3109
MALTA
(Address of principal executive offices)
356 2713 1276
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | GMBL | | The Nasdaq Stock Market LLC |
| Common Stock Purchase Warrants | | GMBLW | | The Nasdaq Stock Market LLC |
| 10.0% Series A Cumulative Redeemable Convertible Preferred Stock | | GMBLP | | The Nasdaq Stock Market LLC |
| Common Stock Purchase Warrants | | GMBLZ | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously disclosed, effective February 22, 2023, Esports Entertainment Group, Inc. (the “Company”) completed a one-for-one-hundred (1-for-100) reverse stock split of our issued and outstanding shares of common stock without a corresponding reduction in the total number of authorized shares of our common stock (the “Reverse Stock Split”).
The Company is filing this Current Report on Form 8-K (this “Report”) to include the Company’s Consolidated Financial Statements and accompanying Notes for the Years Ended June 30, 2022 and 2021 and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the nine months ended March 31, 2023 and 2022, and the fiscal years ended June 30, 2022 and 2021, that were updated to reflect the Reverse Stock Split and were included within Amendment No. 3 to Form S-1/A filed with the Securities and Exchange Commission on August 1, 2023, in Exhibit 99.1 and Exhibit 99.2, respectively. The information in this Report is not an amendment to, or a restatement of, the Company’s Consolidated Financial Statements and accompanying Notes for the years ended June 30, 2022 and 2021 included in that filing.
Item 9.01. Financial Statement and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 17, 2023 | | |
| | | |
| | ESPORTS ENTERTAINMENT GROUP, INC. |
| | | |
| | By: | /s/ Michael Villani |
| | Name: | Michael Villani |
| | Title: | Interim Chief Financial Officer and Controller |
