Current Report Filing (8-k)
June 13 2022 - 4:06PM
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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): June 7, 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 |
|
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 (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
3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.
On
June 7, 2022, Esports Entertainment Group, Inc. (the “Company”) became aware of a letter from the listing qualifications
department staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business days,
the Company’s minimum Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for
continued listing on the Nasdaq Capital Market pursuant to Nasdaq listing rule 5550(b)(2).
The
notice has no immediate effect on the listing of the Company’s common stock, and the Company’s common stock continues to
trade on the Nasdaq Capital Market under the symbol “GMBL.”
In
accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until December 5, 2022, to regain compliance.
The notice states that to regain compliance, the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive
business days (or such longer period of time as the Nasdaq staff may require in some circumstances, but generally not more than 20 consecutive
business days) during the compliance period ending December 5, 2022.
If
the Company does not regain compliance by December 5, 2022, Nasdaq staff will provide written notice to the Company that its securities
are subject to delisting. At that time, the Company may appeal any such delisting determination to a Hearings Panel.
The
Company intends to actively monitor the Company’s MVLS between now and December 5, 2022 and may, if appropriate, evaluate available
options to resolve the deficiency and regain compliance with the MVLS rule. While the Company is exercising diligent efforts to maintain
the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with
Nasdaq listing standards.
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: June 13, 2022 |
By: |
/s/
Grant Johnson |
|
|
|
Grant
Johnson |
|
|
|
Chief
Executive Officer |
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