Current Report Filing (8-k)
May 23 2019 - 12:01PM
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):
May 17, 2019
ESPORTS ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in
its charter)
Nevada
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000-51872
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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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170 Pater House, Psaila Street
Birkirkara, Malta, BKR 9077
(Address of principal executive offices)
(268) 562-9111
(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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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None
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None
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None
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Item 5.02 Departure of Directors or
Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Information Officer and Compensatory
Arrangement
On May 20, 2019, the Board of Directors
(the “Board”) of Esports Entertainment Group, Inc. (the “Company”) appointed Mr. John Brackens as the Company’s
Chief Information Officer (“CIO”).
John Brackens, age 39
Mr. Brackens combines over 12 years of experience in information technology senior management following a
4 year career leading customer experience teams. Previously, he had been involved in five organizations within the game industry
holding positions including Chief Operating Officer, Treasurer, Foreign Director, and Network Operations Manager. From 2018 through
January 2019, Mr. Brackens was the Operations Director for Carte Blanche Entertainment, Inc., an iGaming company. From 2016 to
2017, he was Chief Operating Officer for Sparkjumpers Pte Ltd., a company involved in video game development and eSports tournament
events. From January 2014 to January 2016, he was Manager of Network Operations of Activision Blizzard - Demonware an entertainment
company that focused on AAA game development. Mr. Brackens studied Electrical Engineering at Arizona State University.
The Board believes that Mr. Brackens’
extensive and directly applicable experience within the information technology and network operations sectors of the video game
and gaming industries, in particular, makes him ideally qualified to help lead the Company towards continued growth in these business
sectors.
There is no arrangement or understanding
between Mr. Brackens and any other persons pursuant to which Mr. Brackens was selected as an officer. There are no family relationships
between Mr. Brackens and any director, executive officer or person nominated or chosen by the Company to become a director or executive
officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation
S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which
Mr. Brackens had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
In connection with his appointment as CIO,
Mr. Brackens entered into an employment agreement (the “Brackens Employment Agreement”) with the Company. The term
of the Brackens Employment Agreement is for one year (the “Initial Term”) and shall be automatically extended for additional
terms of successive one-year periods (the “Additional Term”) unless the Company or the Executive gives written notice
to the other of the termination of Mr. Bracken’s employment hereunder at least 30 days prior to the expiration of the Initial
Term or Additional Term of the Brackens Employment Agreement. Mr. Brackens is to receive an initial base salary of $120,000 per
annum, and if the Company were to complete a financing in excess of $5,000,000, the base salary would increase to $144,000 per
annum. Mr. Brackens is eligible to earn an annual employee stock option bonus in such amount, if any, as determined in the sole
discretion of the Board. The Brackens Employment Agreement may be terminated with or without cause. The Company can terminate Mr.
Brackens without cause at any time during the first ninety (90) days of the Initial Term of the Brackens Employment Agreement.
Upon termination of Mr. Brackens because of disability, the Company shall pay or provide to Mr. Brackens (1) any unpaid salary and
any accrued vacation through the date of termination; (2) any unpaid bonus accrued with respect to the fiscal year ending on or
preceding the date of termination; (3) reimbursement for any unreimbursed expenses properly incurred through the date of termination;
and (4) all other payments or benefits to which he may be entitled under the terms of any applicable employee benefit plan, program
or arrangement.
As a full-time employee of the Company,
Mr. Brackens will be eligible to participate in all of the Company’s benefit programs.
The foregoing description of the Brackens
Employment Agreement does not purport to be complete and is qualified in its entirety by its full text which is filed as Exhibit
10.1 hereto and is incorporated herein by reference.
On May 17, 2019, the Company issued a press
release announcing the appointment of Mr. Brackens as CIO. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
* 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 hereunto duly authorized.
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ESPORTS ENTERTAINMENT GROUP, INC.
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Dated: May 23, 2019
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By:
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/s/ Grant Johnson
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Grant Johnson
Chief Executive Officer
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3
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