Current Report Filing (8-k)
09 Februar 2023 - 3:56PM
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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): February 8, 2023
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-39262 |
|
26-3062752 |
(State or other jurisdiction
of |
|
(Commission |
|
(IRS Employer |
incorporation or organization) |
|
File Number) |
|
Identification No.) |
BLOCK
6,
TRIQ
PACEVILLE,
ST.
JULIANS STJ 3109
MALTA
(Address
of principal executive offices)
356
2713 1276
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock |
|
GMBL |
|
The Nasdaq Stock Market
LLC |
Common Stock Purchase Warrants |
|
GMBLW |
|
The Nasdaq Stock Market
LLC |
10.0% Series A Cumulative
Redeemable Convertible Preferred Stock |
|
GMBLP |
|
The Nasdaq Stock Market
LLC |
Common Stock Purchase Warrants
|
|
GMBLZ |
|
The Nasdaq Stock Market
LLC |
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
February 8, 2023, Esports Entertainment Group, Inc. (the “Company”) received a notice from The Nasdaq Stock Market LLC (“Nasdaq”)
Hearings Panel (“Panel”) notifying the Company that it was granted continued listing of its common stock on the Capital Market
tier of the Nasdaq, subject to the Company evidencing compliance with Nasdaq’s minimum bid price and $2.5 million stockholders’
equity requirement, as set forth in Nasdaq Listing Rules 5550(a)(2) and 5550(b)(1), respectively, on or before March 7, 2023 and March
31, 2023, respectively, and adhering to certain other conditions and requirements.
The
Company is in the process of taking definitive steps to comply with all applicable conditions and criteria for continued listing on Nasdaq.
There can be no assurances, however, that the Company will be able to do so. The Company must satisfy the time frame granted by the Panel
or Nasdaq will provide written notification that its securities will be delisted.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Exhibit
Description |
104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
Forward-Looking
Statements
The
information contained herein includes forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “plans,” “predicts,” “projects,” “will be,”
“will continue,” “will likely result,” and similar expressions. These statements relate to future events or to
our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results,
levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements, including, the amount of debt for equity exchanges we will
be able to effect, the conversion price, and for what period of time such exchanges will continue to occur, if at all. You should not
place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which
are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance
or achievements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in our most
recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and those discussed in other documents we file with
the SEC, including, our significant indebtedness, and our obligations under our Senior Convertible Note, our ability to continue as a
going concern, and our ability to regain compliance with Nasdaq Listing Rules. Any forward-looking statement reflects our current views
with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results
of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for
any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements,
even if new information becomes available in the future, unless required by law. The safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they
comply with the requirements of such Act.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
February 9, 2023
|
ESPORTS ENTERTAINMENT GROUP, INC. |
|
|
|
By: |
/s/
Michael Villani |
|
Name: |
Michael Villani |
|
Title: |
Interim Chief Financial Officer and Controller |
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