UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

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SEC FILE NUMBER
001-39262
 
CUSIP NUMBER
 

 

(Check one):   ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
     
    For Period Ended: June 30, 2022
     
    ☐ Transition Report on Form 10-K
     
    ☐ Transition Report on Form 20-F
     
    ☐ Transition Report on Form 11-K
     
    ☐ Transition Report on Form 10-Q
     
    ☐ Transition Report on Form N-SAR
     
    For the Transition Period Ended:

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

ESPORTS ENTERTAINMENT GROUP, INC.
Full Name of Registrant

 

 
Former Name if Applicable

 

Block 6, Triq Paceville
Address of Principal Executive Office (Street and Number)

 

St. Julians, Malta, STJ 3109
City, State and Zip Code

 

 

 

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒   (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
  (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
     
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

ESPORTS ENTERTAINMENT GROUP, INC. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended June 30, 2022 (the “Annual Report”) by the September 28, 2022 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Annual Report. As a result, the Registrant is still in the process of compiling required information to complete the Annual Report for the year ended June 30, 2022. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

  Grant Johnson   (356)   2757 7000
  (Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
  Yes ☒ No ☐
   
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
  Yes ☒ No ☐
   
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
   
  The results are expected to be fundamentally different from last year. The Registrant acquired multiple businesses in the fiscal year 2021 and one at the beginning of fiscal year 2022. Revenues for fiscal year 2022 are expected to have increased significantly as result of such acquisitions. In addition, for the fiscal year 2022, the Registrant expects to report significant asset impairment charges on goodwill and definite-lived intangible assets across multiple reporting units due to liquidity and investment restraints and a material make-whole provision under the default terms of its Senior Convertible Note Agreement.

 

 

 

 

ESPORTS ENTERTAINMENT GROUP, INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 28, 2022 By: /s/ Grant Johnson
  Name:  Grant Johnson
  Title: Chief Executive Officer

 

 

 

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