Current Report Filing (8-k)
January 22 2021 - 4:31PM
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): January 21, 2021
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
2.01 Completion of Acquisition or Disposition of Assets.
As
previously reported, on December 21, 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”). Pursuant to the Purchase Agreement, as consideration for the Phoenix
Shares, the Company agreed to pay the Sellers: (i) GBP £1,000,000 (the “Original 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 “Original
Share Consideration” and, together with the Cash Consideration, the “Original Purchase Price”), subject to adjustment
based on certain revenue milestones as outlined therein.
On
January 21, 2021, the Company and Sellers, having met all conditions precedent, consummated the closing for the Phoenix Shares
pursuant to the terms of the Purchase Agreement. The Original Purchase Price was adjusted at closing and as consideration for
the Phoenix Shares, the Company paid the Sellers: (i) GBP £350,000 (US $493,495.35) (the “Closing Cash Consideration”);
and (ii) 292,211 shares of common stock of the Company, par value $0.0001 per share (aggregate value of $1,927,647.49) (the “Closing
Share Consideration” and, together with the Cash Closing Consideration, the “Closing Purchase Price”). The Closing
Cash Consideration was paid in US Dollars and was calculated in accordance with the applicable exchange rate on the Closing
Date (as such term is defined in the Purchase Agreement). The Sellers shall remain eligible to receive the remainder of the Original
Purchase Price upon Phoenix meeting the aforementioned Revenue Targets by May 16, 2021.
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.
Item
2.01 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 3.02 Unregistered Sales of Equity Securities.
The
applicable information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The Share Consideration was not registered under the Securities Act but qualified for exemption under Section 4(a)(2) and/or Regulation
D of the Securities Act.
Item
8.01 Other Events.
On
January 21, 2021, the Company issued a press release announcing the consummation of 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:
January 22, 2021
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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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