Current Report Filing (8-k)
May 04 2022 - 5:02PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 3, 2022
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of Registrant as specified in its charter)
| Nevada |
|
001-39262 |
|
26-3062752 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Block
6, Triq Paceville
St.
Julians, STJ 3109
Malta
(Address
of principal executive offices, including zip code)
356 2757
7000
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any
of the following provisions:
| ☐ |
Written communication 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 |
|
GMBLQ |
|
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 3, 2022, the board of directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”)
appointed Ms. Janis Jones Blackhurst as a member of the Board, (the “Appointment”), effective immediately (the “Effective
Date”). Ms. Jones Blackhurst was also appointed as a member of the Audit committee of the Board.
Janis
Jones Blackhurst, 73, Director
Ms.
Jones Blackhurst served as a director of Caesars Entertainment, Inc. (Nasdaq: CZR) since October 2019. Ms. Jones Blackhurst served as
Executive Vice President, Public Policy and Corporate Responsibility of Caesars from May 2017 through September 2019. Ms. Jones Blackhurst
also served as Executive Vice President of Communications and Government Relations of Caesars from November 2011 until May 2017 and as
Senior Vice President of Communications and Government Relations of Caesars from November 1999 to November 2011. Ms. Jones Blackhurst
has over 20 years of experience in the gaming industry and has played a key role in innovating responsible gaming programs that are now
used throughout the industry. Ms. Jones Blackhurst serves as the Chairwoman of the Public Education Foundation and as Chief Executive-In-Residence
of the UNLV International Gaming Institute. Since February 2021, Ms. Jones Blackhurst has served as a director of Gaming & Hospitality
Acquisition Corp. Prior to joining Caesars, Ms. Jones Blackhurst served two terms as Mayor of Las Vegas, from 1991 until 1999.
The
Board believes that Ms. Blackhurt Jones’ experience in the gaming industry makes her ideally qualified to
help lead the Company towards continued growth and success.
Family
Relationships
Ms.
Jones Blackhurst
does not have a family relationship with any of the current officers or directors of the Company.
Related
Party Transactions
There
are no related party transactions with regard to Ms. Jones Blackhurst
reportable under Item 404(a) of Regulation S-K.
Compensatory
Arrangements
In
connection with the Appointment, the Company entered into a director agreement with Ms. Jones
Blackhurst (the “Director Agreement”). Pursuant
to the Director Agreement, Ms. Jones Blackhurst will be paid an annual fee of $60,000, payable on a quarterly basis, for her services
as a member of the Board.
Item
5.02 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 Director Agreement, and such descriptions is qualified in its entirety
by reference to the full text of the Director Agreement, a copy of which is filed herewith as Exhibit 10.1.
Item 8.01 Other Events.
On
May 3, 2022, the Company issued a press release announcing the appointment of Ms. Jones Blackhurst. A copy of the press release is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
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.
| |
|
ESPORTS
ENTERTAINMENT GROUP, INC. |
| |
|
|
|
| Dated:
May 4, 2022 |
By: |
/s/ Grant
Johnson |
| |
|
|
Grant Johnson |
| |
|
|
Chief Executive Officer |
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