Current Report Filing (8-k)
September 27 2019 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
September 20, 2019
ALLIED ESPORTS ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-38226
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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) 225-2600
(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 (see General Instruction A.2. below):
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[_]
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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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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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Frank Ng Employment Terms
On September 20, 2019, Allied Esports Entertainment,
Inc. (the “Company”) approved the compensation terms of Frank Ng, the Company’s Chief Executive Officer. Mr. Ng
is entitled to receive an annual base salary of $300,000 and is eligible for annual bonus compensation determined by the Company’s
Board of Directors. Mr. Ng may participate in the Company’s benefit plans that are currently and hereafter maintained by
the Company and for which he is eligible, including, without limitation, group medical, 401(k), and other benefit
plans. The Company and Mr. Ng and the Company are in the process of entering into an employment agreement to set forth additional
terms of Mr. Ng’s employment arrangement.
The Company also granted Mr. Ng 17,668 restricted
shares of Company common stock under the Company’s 2019 Equity Incentive Plan (the “Plan”), which restrictions
lapse on the earliest of the one-year anniversary of issuance, the termination of Mr. Ng’s employment without Cause (to be
defined in an employment agreement) or resignation of Mr. Ng as an employee of the Company for Good Reason (to be defined in an
employment agreement).
The foregoing summary of the restricted
stock agreement is qualified in all respects by the form of restricted stock agreement, a copy of which is attached hereto as Exhibit
10.1, and is incorporated by reference herein.
David Moon Employment Terms
On September 20, 2019, the Board approved
of an annualized salary to David Moon, the Company’s Chief Operating Officer, of $285,000. Mr. Moon may participate in the
Company’s benefit plans that are currently and hereafter maintained by the Company and for which he is eligible, including,
without limitation, group medical, 401(k), and other benefit plans.
Director Compensation
On September 20, 2019, the Board approved
the issuance to each Company director of options to purchase 40,000 shares of the Company common stock under the Plan. The options
vest in equal installments of 10,000 shares over four years on each anniversary of issuance. The exercise price of the options
is $5.66 per share, the closing price of the Company’s common stock as reported on Nasdaq on the date of issuance. The form
of option agreement is attached as Exhibit 10.2
The Board also issued to each Company director
3,534 restricted shares of Company common stock under the Plan, which restrictions lapse on the one-year anniversary of issuance.
The form of restricted stock agreement is attached as Exhibit 10.3.
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Item 7.01
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Regulation FD Disclosure.
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Attached as Exhibit 99.1
is an updated Company presentation deck. The information under this Item 7.01, including the exhibit attached hereto, is being
furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that Section. The information under this Item 7.01 shall not be incorporated by reference
into any registration statement pursuant to the Securities Act of 1933.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
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: September 26, 2019
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ALLIED ESPORTS ENTERTAINMENT, INC.
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By:
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/s/ Ng Kwok Leung Frank
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Ng Kwok Leung Frank
Chief Executive Officer
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