Current Report Filing (8-k)
May 19 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 17, 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 17, 2022, the board of directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”) appointed
Ms. Kaitesi Munroe as member of the Board, (the “Appointment”), effective June 1, 2022 (the “Effective Date”).
Kaitesi
Munroe, 30, Director
Ms.
Munroe has served as a Principal of Cozen O’Connor, Public Strategies since June 2021. Prior to joining Cozen O’Connor, Ms.
Munroe was the Government Affairs & Social Impact Associate at The Madison Square Garden Company from November 2019 to April 2021,
where she assisted in the implementation and operation of the MSG Relief Fund, a $2.6 million fund to support MSG employees impacted
by the COVID-19 pandemic. She also served on the company’s 15-member Diversity & Inclusion Advisory Council to promote equity
within the workforce and supply chain. Ms. Munroe was a legislative analyst for the New York State Assembly from June 2015 to November
2019, where she designed the enabling legislative framework for implementing Daily Fantasy Sports in New York that generated millions
in state revenue. She co-founded the Caucus Young Professionals in November 2018, which has raised more than $15,000 to implement the
first ever Annual Young Professional Networking Receptions for the NYS Association of Black and Puerto Rican Legislators’ Caucus
weekend.
The
Board believes that Ms. Munroe’s experience makes her ideally qualified to help lead the Company towards continued growth and success.
Family
Relationships
Ms.
Munroe 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. Munroe 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. Munroe (the “Director Agreement”).
Pursuant to the Director Agreement, Ms. Munroe 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
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 19, 2022 |
By: |
/s/
Grant Johnson |
|
|
Grant
Johnson
Chief
Executive Officer |
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