Current Report Filing (8-k)
11 Mai 2020 - 10:18PM
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): May 6, 2020
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of registrant as specified in its charter)
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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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170
Pater House, Psaila Street
Birkirkara,
Malta, BKR 9077
(Address
of principal executive offices)
356
2757 7000
(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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☐
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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:
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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
May 6, 2020, Esports Entertainment Group, Inc. (the “Company”), entered into a binding letter of intent (the “Letter
of Intent”), setting forth the basic terms under which the Company will acquire from AHG Entertainment Associates, LLC,
a Florida limited liability company (“AHG” or the “Seller”), 100% of the outstanding share capital (the
“Sale Shares”) of LHE Enterprises Limited (“LHE”), a company incorporated under the laws of Gibraltar,
and a wholly-owned subsidiary of AHG (the “Transaction”).
The
Letter of Intent provides that the completion of the Transaction is subject to, amongst other things, the: (i) negotiation and
execution of a mutually satisfactory definitive stock purchase and/or merger agreement (the “Definitive Agreement”);
(ii) completion by the Company of a satisfactory review of the legal, financial and business conditions of LHE; and (iii) approval
of the board of directors of the Company.
As
consideration for the Sale Shares, the Company agreed to pay Seller (i) $1,250,000 in cash (the “Cash Purchase Price”);
(ii) 650,000 shares of common stock of the Company; and (iii) warrants to purchase up to 1,000,000 shares of common stock of the
Company at an exercise price of $8.00 per share. The Company paid say Seller a $500,000 advance against the Cash Purchase Price
in exchange for exclusivity. The Letter of Intent shall automatically terminate upon the earlier of the execution of the Definitive
Agreement or July 3, 2020.
The
Definitive Agreement will contain standard representations, warranties, covenants, indemnification and other terms customary in
similar transactions. The Company and Seller have agreed to use their commercially reasonable best efforts to negotiate and execute
in good faith the Definitive Agreement by not later than July 3, 2020.
The
foregoing description of the Letter of Intent is qualified in its entirety by the full text of the Letter of Intent which has
been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
8.01 Other Items.
On
May 7, 2020, the Company issued a press release announcing its entrance into the Letter of Intent to acquire LHE. 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:
May 11, 2020
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By:
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/s/
Grant Johnson
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Grant
Johnson
Chief Executive Officer
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2
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