Current Report Filing (8-k)
March 01 2021 - 12:40PM
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): March 1, 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 14, 2020, Esports Entertainment Group, Inc. (the “Company”), via its wholly owned
subsidiary, Esport Entertainment (Malta) Limited (“EEL”), entered into an asset purchase agreement (the “Purchase
Agreement”), by and among EEL, Lucky Dino Gaming Limited, a company registered in Malta (“Lucky Dino”), and
Hiidenkivi Estonia OU, a company registered in Estonia (“HEOU” and, together with Lucky Dino, the “Sellers”)
whereby EEL was to purchase and assume from the Sellers substantially all the assets and would assume certain specified liabilities
of the Sellers’ business of real money online casino gaming (the “Acquired Business”).
On
March 1, 2021, EEL and Sellers, having met all conditions precedent, consummated the closing for the Acquired Business pursuant
to the terms of the Purchase Agreement. As consideration for the Acquired Business, the Company paid the Sellers EUR €25,000,000
(US$30,645,000) (the “Purchase Price”).
The
Purchase Agreement contains customary representations, warranties, covenants, indemnification and other terms for transactions
of this nature.
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
March 1, 2021, the Company issued a press release announcing the consummation of the Purchase Agreement. A copy of the press release
is provided as Exhibit 99.3 to this Current Report.
Item
9.01. Exhibits.
(a)
Financial Statements of Businesses Acquired.
The
audited consolidated financial statements of the Acquired Business as of and for the year ended December 31, 2019, and December
31, 2018, together with the related notes to the consolidated financial statements, are included as Exhibit 99.1 to
this Current Report.
The
unaudited condensed consolidated financial statements of the Acquired Business as of September 30, 2020 and for the nine
months ended September 30, 2020, and September 30, 2019, together with the related unaudited notes to the condensed
consolidated financial statements, are included as Exhibit 99.2 to this Current Report.
(b)
Pro Forma Financial Information.
Pursuant to Item 9.01(b) of Form 8-K, the
Company intends to file the unaudited pro-forma condensed balance sheet as of December 31, 2020, and unaudited pro forma condensed
statements of income of the Company as of and for the year ended June 30, 2020, and for the 6 month interim period
ended December 31, 2020, together with the related unaudited notes to the combined financial statements, within seventy-one
days of the date of this Current Report on Form 8-K is being filed with the Securities and Exchange Commission.
(d)
Exhibits
Exhibit
No.
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Exhibit
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10.1#
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Asset Purchase Agreement, dated December 14, 2020, by and among Esport Entertainment (Malta) Limited (“EEL”), Lucky Dino Gaming Limited, and Hiidenkivi Estonia OU (incorporated herein by reference to Exhibit 10.1 to that Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2020)
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99.1
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Audited consolidated financial statements of the Acquired Business as of and for the year ended December 31, 2019, and December 31, 2018, together with the related notes to the condensed consolidated financial statements.
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99.2
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Unaudited condensed consolidated financial statements of the Acquired Business as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019, together with the related unaudited notes to the condensed consolidated financial statements.
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99.3
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Press Release dated March 1, 2021
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#
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally
copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.
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:
March 1, 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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