UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 9, 2022
___________________________
Esports Technologies, Inc.
(Exact name of registrant as specified in its charter)
___________________________
| Nevada | 001-40334 | 85-3201309 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
197 E. California Ave Ste 302, Las Vegas, NV 89104
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (888) 411-2726
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 (see General Instruction A.2. below):
☐ 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))
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.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | EBET | The NASDAQ Stock Market LLC |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Esports Technologies, Inc. (the “Company”) was held pursuant to notice on February 9, 2022, in a virtual format. The total number of shares of common stock voted in person or by proxy at the Annual Meeting was 9,256,157 shares, representing approximately 65.22% of the 14,191,739 shares outstanding and entitled to vote at the Annual Meeting.
Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 12, 2022, and are incorporated herein by reference.
1. The election of directors duly nominated:
| NOMINEE | VOTES FOR | VOTES WITHHELD |
| Aaron Speach | 7,533,125 | 28,641 |
| Michael Nicklas | 7,520,407 | 41,359 |
| Dennis Neilander | 7,289,072 | 272,694 |
| Christopher S. Downs | 7,526,208 | 35,558 |
2. The ratification of the appointment of PWR CPA, LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2022.
| For: 9,229,476 | Against: 26,456 | Abstain: 225 |
3. The approval of an increase in the number of shares of common stock authorized for issuance under the Company’s 2020 Stock Plan by 1,000,000 shares.
| For: 6,539,024 | Against: 1,021,695 | Abstain: 1,047 |
4. The approval, for purposes of complying with Nasdaq Listing Rule 5635, of (i) the conversion of the Series A Convertible Preferred Stock issued in a private placement by the Company (the “2021 Private Placement”) into common stock, and (ii) the issuance of common stock underlying warrants issued in the 2021 Private Placement.
| For: 7,411,924 | Against: 143,134 | Abstain: 6,708 |
5. The approval, for purposes of complying with Nasdaq Listing Rule 5635, of a “weighted-average” anti-dilution share adjustment provision included in a warrant issued to a lender, which could result in additional shares of Company common stock being issued.
| For: 7,547,485 | Against: 13,242 | Abstain: 1,039 |
6. The authorization of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 4 and/or 5
| For: 9,067,238 | Against: 182,783 | Abstain: 6,136 |
For Proposals 3, 4 and 5, broker non-votes amounted to 1,694,391.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ESPORTS TECHNOLOGIES, INC. |
| Date: February 14, 2022 | |
| | By: /s/ Jim Purcell |
| | Jim Purcell |
| | Chief Financial Officer |
