Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 15 2023 - 5:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING |
OMB
APPROVAL |
OMB
Number: 3235-0058 |
Expires:
April 30, 2025 |
Estimated
average burden hours per response ... 2.50 |
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SEC
FILE NUMBER |
001-39262 |
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CUSIP
NUMBER |
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(Check one): |
☐ Form 10-K ☐ Form 20-F ☐
Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended: |
March 31, 2023 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
ESPORTS
ENTERTAINMENT GROUP, INC. |
Full Name of Registrant |
|
Former Name if Applicable |
Block
6, Triq Paceville |
Address of Principal Executive Office (Street and
Number) |
St.
Julians, Malta, STJ 3109 |
City, State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
☒ |
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(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on
Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and |
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(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
ESPORTS
ENTERTAINMENT GROUP, INC. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2023 (the “Quarterly Report”) by the May 15, 2023 filing date applicable
to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures
in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly
Report for the period ended March 31, 2023. The Registrant anticipates that it will file the Quarterly Report no later than the fifth
calendar day following the prescribed filing date.
PART
IV — OTHER INFORMATION
(1) |
Name and telephone
number of person to contact in regard to this notification |
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Michael
Villani |
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(356) |
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2713
1276 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
(2) |
Have all other
periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). |
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Yes ☒ No ☐ |
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(3) |
Is it anticipated that
any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? |
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Yes ☒ No ☐ |
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If so, attach an explanation
of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. |
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The results are expected
to be fundamentally different from last year. Revenues are expected to have decreased significantly as result of the sale of the
Bethard iGaming business and Spanish iGaming operations and the previous closing of the Argyll UK iGaming operations and regulatory
changes that have impacted the three and nine months ended March 31, 2023 when compared to the three and nine months ended March
31, 2022, respectively. In addition, for the three months ended March 31, 2023, the
Registrant expects to report significant loss on disposal of its businesses and a significant
reduction in its debt and liabilities from a combination of the disposals noted above and the conversions of its Senior Convertible
Note. |
ESPORTS
ENTERTAINMENT GROUP, INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 15, 2023 |
By: |
/s/
Michael Villani |
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Name: |
Michael Villani |
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Title: |
Interim Chief Financial Officer and Controller |
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