Securities Registration: Employee Benefit Plan (s-8)
November 25 2020 - 4:36PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on November 25, 2020
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of Registrant as specified in its charter)
Nevada
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26-3062752
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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170
Pater House, Psaila Street
Birkirkara,
Malta, BKR 9077
(Address,
including zip code, of Registrant’s principal executive office)
Esports
Entertainment Group, Inc. 2020 Equity Incentive Plan
(Full
title of the plan)
Grant
Johnson
Chief
Executive Officer
170
Pater House, Psaila Street
Birkirkara,
Malta, BKR 9077
(268)
562-9111
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Joseph
M. Lucosky, Esq.
Lawrence
Metelitsa, Esq.
Lucosky
Brookman LLP
101
Wood Avenue South, 5th Floor
Woodbridge,
New Jersey 08830
Tel.
No.: (732) 395-4400
Fax
No.: (732) 395-4401
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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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 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities
to
be Registered
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Amount
to
be
Registered(1)
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Proposed
Maximum
Offering
Price
per
Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee
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2020
Equity Incentive Plan
Common
Stock, $0.001 par value per share
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1,346,616
shares
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(2)
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$
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4.11
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(3)
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$
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5,534,591.76
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(3)
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$
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603.83
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|
2020
Equity Incentive Plan
Common
Stock, $0.001 par value per share
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153,384
shares
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(4)
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$
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4.11
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(3)
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$
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630,408.24
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(3)
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$
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68.77
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Total:
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1,500,000 shares
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$
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6,165,000
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$
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672.60
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall
also cover any additional shares of the Registrant’s common stock that may become issuable under the Esports Entertainment
Group, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization
or other similar transaction.
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(2)
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The
number of shares reserved under the 2020 Plan will automatically increase on the first day of each fiscal year, starting on
January 1, 2021 and continuing through January 1, 2029, in an amount equal to 4.0% of the total number of shares of the Registrant’s
capital stock outstanding on June 30, 2019; provided, however, that the Board of Directors of the Registrant (the “Board”)
may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares.
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(3)
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This
estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration
fee. The price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s
common stock on November 24, 2020, as reported on the Nasdaq Capital Market.
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(4)
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Represents
shares of Common Stock issued pursuant to outstanding restricted stock awards under the 2020 Plan.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM
1. PLAN INFORMATION.
Not
required to be filed with this Registration Statement.
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not
required to be filed with this Registration Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents have been filed by us with the Securities and Exchange Commission, or the Commission, and are incorporated
herein by reference:
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●
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our
Annual Report on Form 10-K for the fiscal year ended June 30, 2020, which was filed with the SEC on October 1, 2020;
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●
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our
Current Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 or Item 7.01 thereof),
filed with the SEC on July 10, 2020, August 6, 2020, as amended on October 16, 2020, August 17, 2020, September 3, 2020, September
9, 2020, September 10, 2020; and
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●
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the
description of our common stock set forth in the registration statement on Form 8-A, filed with the Securities and Exchange
Commission on April 2, 2020, including any amendments or reports filed for the purposes of updating this description.
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All
reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated
by reference in this registration statement and to be a part hereof from the date of the filing of such reports and documents;
provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished
and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this registration
statement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
ITEM
4. DESCRIPTION OF SECURITIES
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not
applicable.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada
Law
We
are incorporated in Nevada. Section 78.7502(1) of the Nevada Revised Statutes, or NRS, provides that a corporation may indemnify,
pursuant to that statutory provision, any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding
if he or she is not liable pursuant to NRS 78.138 or if he or she acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. NRS 78.138(7) provides that, subject to limited statutory
exceptions and unless the articles of incorporation or an amendment thereto (in each case filed on or after October 1, 2003) provide
for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors
for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless the presumption
established by NRS 78.138(3) has been rebutted and it is proven that (i) his or her act or failure to act constituted a breach
of his or her fiduciary duties as a director or officer, and (ii) such breach involved intentional misconduct, fraud or a knowing
violation of the law.
NRS
78.7502(2) permits a corporation to indemnify, pursuant to that statutory provision, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually
and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she is not
liable pursuant to NRS 78.138 or if he or she acted in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the corporation, except that no indemnification pursuant to NRS 78.7502 may be made in
respect of any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction, after
any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper. NRS 78.751(1) provides that a corporation shall indemnify any person who is a director,
officer, employee or agent of the corporation, against expenses actually and reasonably incurred by the person in connection with
defending an action (including, without limitation, attorney’s fees), to the extent that the person is successful on the
merits or otherwise in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or any
claim, issue or matter in such action.
NRS
78.751(3) provides that the indemnification pursuant to NRS 78.7502 does not exclude any other rights to which a person seeking
indemnification may be entitled, except that indemnification may not be made to or on behalf of any director or officer finally
adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of the law and such intentional misconduct, fraud or a knowing violation of the law was material
to the cause of action and that the indemnification shall continue as to directors, officers, employees or agents who have ceased
to hold such positions, and to their heirs, executors and administrators. NRS 78.752 permits a corporation to purchase and maintain
insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or
her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation
would have the power to indemnify him or her against such liabilities.
Bylaws
Our
bylaws include express provisions providing for the indemnification of our directors and officers to the fullest extent permitted
under the NRS, and the mandatory payment by us of expenses incurred by such persons in defending a civil or criminal action, suit
or proceeding in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately determined that such person is not entitled to be indemnified
by us. Our bylaws also permit us to purchase and maintain insurance or make other financial arrangements on behalf of any such
person for certain liability and expenses, whether or not we have the authority to indemnify such person against such liability
and expenses.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not
applicable.
ITEM
8. EXHIBITS
ITEM
9. UNDERTAKINGS
1.
The undersigned Registrant hereby undertakes:
(a)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
Provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference herein.
(b)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(d)
That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred
to by the undersigned Registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
2.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, on November 25, 2020.
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Esports
Entertainment Group, Inc.
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Date:
November 25, 2020
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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, Secretary, and
Chairman
of the Board of Directors
(Principal
Executive Officer)
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Grant Johnson and Daniel
Marks, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities indicated:
Signature
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Title
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Date
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/s/
Grant Johnson
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Chief
Executive Officer, Secretary, and
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November
25, 2020
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Grant
Johnson
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Chairman
of the Board of Directors
(Principal
Executive Officer)
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/s/
Daniel Marks
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Chief
Financial Officer and Director
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November
25, 2020
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Daniel
Marks
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(Principal
Accounting Officer and
Principal
Financial Officer)
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/s/
Damian Mathews
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Director
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November
25, 2020
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Damian
Mathews
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/s/
Chul Woong Lim
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Director
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November
25, 2020
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Chul
Woong Lim
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/s/
Alan Alden
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Director
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November
25, 2020
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Alan
Alden
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/s/
Warwick Bartlett
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Director
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November
25, 2020
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Warwick
Bartlett
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