Current Report Filing (8-k)
April 26 2021 - 4:53PM
Edgar (US Regulatory)
0001708341
false
0001708341
2021-04-21
2021-04-21
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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): April
21, 2021
ALLIED ESPORTS ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-38266
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82-1659427
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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17877 Von Karman Avenue, Suite 300
Irvine, California, 92614
(Address of Principal Executive Offices) (Zip Code)
(949) 265-2600
(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 (see General Instruction A.2. below):
☐
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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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AESE
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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.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On April 21, 2021, Ho Min
Kim and Maya Rogers notified the Board of Directors (“Board”) of Allied Esports Entertainment, Inc. (the “Company”)
that they would be resigning as members of the Board, effective on May 5, 2021. Prior to such resignations, Ms. Rogers served as the Chair
of the Compensation Committee, and Mr. Kim served on the Compensation Committee.
As previously reported on
the Company’s Current Report on Form 8-K filed April 2, 2021 with the SEC, on March 29, 2021, the Board approved the appointment
of each of Libing (Claire) Wu and Jingsheng Lu to the Board, to be effective upon the consummation of a sale of the Company’s poker-related
business and assets, or WPT Business, at which time the Board intended to (i) increase the size of the Board as necessary to seat such
directors, and (ii) determine into which class such directors would be included. Given the foregoing resignations, the Board approved
the election of each of Libing (Claire) Wu and Jingsheng Lu to the Board to serve in the vacancies created by the resignations of Mr.
Kim and Ms. Rogers, effective May 6, 2021.
Libing (Claire) Wu is the
Vice President and General Counsel of Asia Pacific Capital, Inc, as well as Senior Counsel at the New York law firm Davidoff Hutcher &
Citron LLP. Ms. Wu is a graduate of New York University School of Law, New York, USA (Master of Laws in Corporate Law) and a graduate
of China University of Political Science and Law, Beijing, China (Master of Laws in Corporate Law). Ms. Wu received a Bachelor of Science
Degree in International Economics from Nankai University, Tianjin, China, and an Advanced Professional Certificate in Law and Business
from New York University Leonard N. Stern School of Business. Ms. Wu has over 15 years’ experience as a corporate and securities
attorney practicing in New York, with extensive legal and business experience in cross-border transactions, U.S. securities regulation,
mergers and acquisitions, capital market transactions, as well as corporate structuring and governance. Ms. Wu was elected by the Board
as a Class C Director, whose initial director term will expire at the Company’s shareholder meeting to be held in 2022.
Jingsheng Lu has served as
an independent director of Ourgame since 2020. Prior to that, he served as a director of Zhejiang Xiangyuan Culture Co., Ltd.,(“Xiangyuan
Culture”), which is a main board listed company in China (Code in Shanghai Stock Exchange: 600576), from 2015 to 2017, where he
served as co-CEO of Xiamen Xtone Animation Co., Ltd., (“Xtone”), and led the merger of Xtone by Xiangyuan Culture in 2014.
He also served as CFO of Beijing International Advertising & Communication Group from 2018 to 2019. He previously served as a senior
audit manager at Deloitte China for six years, and at Deloitte US for two years from 2001 to 2010. He is currently a non-practicing certified
public accountant in China since 2007, as well as a member of the American Institute of Certified Public Accountants since 2009. He holds
a Bachelor of Economics degree from University of International Business and Economics in Beijing, China. Mr. Lu was elected by the Board
as a Class B Director, whose initial director term will expire at the Company’s annual shareholder meeting to be held in 2021.
SIGNATURE
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.
Dated: April 26, 2021
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ALLIED ESPORTS ENTERTAINMENT, INC.
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By:
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/s/ Anthony Hung
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Anthony Hung, Chief Financial Officer
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