Current Report Filing (8-k)
December 21 2020 - 5:10PM
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): December 17, 2020
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
1.01 Entry into a Material Definitive Agreement.
On
December 17, 2020, Esports Entertainment Group, Inc. (the “Company”) entered into 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”).
As
consideration for the Phoenix Shares, the Company agreed to pay the Sellers: (i) GBP £1,000,000 (the “Cash Consideration”);
and (ii) shares of common stock of the Company, par value $0.0001 per share, in the aggregate value of GBP£3,000,000 (the
“Share Consideration” and, together with the Cash Consideration, the “Purchase Price”). The Cash Consideration
shall be paid in US Dollars, to be calculated in accordance with the applicable exchange rate on the Closing Date (as such term
is defined in the Purchase Agreement). The Purchase Price is subject to certain adjustments set forth in the Purchase Agreement.
Pursuant
to the Purchase Agreement, Sellers shall be entitled to receive an additional GBP£2,000,000 if Phoenix has reached certain
revenue milestones by the 18 month anniversary of the Closing Date as further outlined therein.
The
Purchase Agreement contains customary representations, warranties, covenants, indemnification and other terms for transactions
of a similar nature. The closing of the transaction contemplated by the Purchase Agreement is subject to certain conditions set
forth in the Purchase Agreement.
Item
1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be
a complete description of the rights and obligations of the parties to the Purchase Agreement, and such description is qualified
in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item
8.01 Other Events.
On
December 14, 2020, the Company issued a press release announcing the Purchase Agreement. A copy of the press release is
provided as Exhibit 99.1 to this Current Report.
Item
9.01. Exhibits.
(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:
December 21, 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
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