Amended Current Report Filing (8-k/a)
March 31 2021 - 5:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 21, 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)
(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
2.01 Completion of Acquisition or Disposition of Assets.
On
January 22, 2021, Esports Entertainment Group, Inc. (the “Company”), filed a Current Report on Form 8-K (the “Initial
Report”) to report the closing of a share purchase agreement (the “Purchase Agreement”), by and among the Company,
Phoenix Games Network Limited, a company registered in England and Wales (“Phoenix”), and the shareholders of Phoenix
(the “Phoenix Shareholders” and, together with Phoenix, the “Sellers”), whereby the Company acquired from
the Sellers all of the issued and outstanding share capital of Phoenix (the “Phoenix Shares”).
This
Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements
of Phoenix, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to
the Initial Report are being made by this Amendment. This Amendment should be read in connection with the Initial Report, which
provides a more complete description of the Purchase Agreement and transactions contemplated thereby.
Item
9.01. Exhibits.
(a)
Financial Statements of Businesses Acquired.
The
audited consolidated financial statements of Phoenix as of and for the years ended December 31, 2019 and 2018, together with the
related notes to the consolidated financial statements, are included as Exhibit 99.1 to this Current Report and are incorporated
herein by reference.
The
unaudited condensed consolidated financial statements of Phoenix as of September 30, 2020 and for the nine months ended
September 30, 2020 and 2019, together with the related notes to the unaudited condensed consolidated financial statements,
are included as Exhibit 99.2 to this Current Report and are incorporated herein by reference.
(b)
Pro Forma Financial Information.
The
unaudited pro forma combined financial statements of the Company as of December 31, 2020 and for the year ended June 30, 2020
and the six months ended December 31, 2020, together with the related notes to the unaudited pro forma combined
financial statements, are included as Exhibit 99.3 to this Current Report and are incorporated herein by
reference.
(d)
Exhibits
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 hereunto duly authorized.
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ESPORTS
ENTERTAINMENT GROUP, INC.
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Dated:
March 31, 2021
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By:
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/s/
Grant Johnson
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Grant
Johnson
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Chief
Executive Officer
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