Current Report Filing (8-k)
February 16 2021 - 3:03PM
Edgar (US Regulatory)
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): February 16, 2021
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-39262
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26-3062752
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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13/14
Penthouse Office, Mannarino Road
Birkirkara,
Malta, BKR 9080
(Address
of principal executive offices)
356
2713 1276
(Registrant’s
telephone number, including area code)
170
Pater House, Psaila Street
Birkirkara,
Malta, BKR 9077
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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GMBL
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The
Nasdaq Stock Market LLC
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Common
Stock Purchase Warrants
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GMBLW
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The
Nasdaq Stock Market LLC
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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.
Closing
of Registered Direct Offering
As
previously disclosed, on February 11, 2021, Esports Entertainment Group, Inc. (the “Company”) entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”) resulting in the
raise of $30,000,000 in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to
sell, in a registered direct offering, an aggregate of 2,000,000 shares (the “Shares”) of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”) at a price of $15.00 per Share.
The
final prospectus for the offering was filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) of the
Securities Act of 1933, as amended, on February 16, 2021 as Amendment No. 1 to Prospectus.
The
offering was consummated on February 16, 2021. Maxim Group LLC and Joseph Gunnar & Co. LLC acted as exclusive placement agents
(the “Placement Agents”) for the Company, on a “reasonable best efforts” basis, in connection with the
offering. Pursuant to that certain Placement Agency Agreement, dated as of February 11, 2021, by and between the Company and the
Placement Agents (the “Placement Agency Agreement”), the Placement Agents received a cash fee of 6.5% for $1,950,000 and the reimbursement of certain out-of-pocket expenses of $85,000.
The
net proceeds to the Company from the registered direct offering, after deducting the Placement Agent’s fees and expenses
but before paying the Company’s estimated offering expenses was $27,965,000 which will be used for strategic acquisitions
and general corporate purposes, including working capital.
On
February 16, 2020, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The
legal opinion of Lucosky Brookman, LLP relating to the legality of the issuance and sale of the Shares in the offering is attached
as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The
forms of the Purchase Agreement and the Placement Agency Agreement are incorporated by reference as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their
entirety by, such documents, which are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
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Description
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5.1*
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Opinion of Lucosky Brookman
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10.1
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Form of Share Purchase Agreement dated February 11, 2021 between Esports Entertainment Group, Inc. and certain purchasers (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2021)
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10.2
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Placement Agent Agreement dated February 11, 2021 by and between Esports Entertainment Group, Inc. , Maxim Group, LLC and Joseph Gunnar& Co. (incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2021)
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23.1
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Consent of Lucosky Brookman, LLP (contained in Exhibit 5.1)
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99.1*
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Closing Press Release dated February 16, 2021
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*Filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
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ESPORTS
ENTERTAINMENT GROUP, INC.
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Date:
February 16, 2021
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By:
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/s/
Grant Johnson
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Name:
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Grant
Johnson
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Title:
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Chief
Executive Officer
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Esports Entertainment (NASDAQ:GMBL)
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