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): September 1, 2020
ESPORTS ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-39262 | 26-3062752 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
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:
| [ ] | Written communications 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 |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 1, 2020, the Board of Directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”), appointed Messrs. Daniel Marks and Warwick Bartlett as members of the Board (the “Appointments”). In addition to being appointed to the Board, Mr. Bartlett was also appointed as Chairman of the Compensation Committee of the Board. Below is a description of Messrs. Marks’ and Bartlett’s professional work experience.
Daniel Marks, age 41
Mr. Marks currently serves as Chief Financial Officer of the Company. He combines over twenty (20) years of experience of senior management in online gambling and corporate banking. From 2016 to 2020, Mr. Marks served as Chief Financial Officer of Argyll Entertainment, an online gambling operator licensed in the UK and Ireland. From 2014 to 2016, he was Chief Financial Officer for Large and Mid-Market Corporates for HSBC, North America., a British multinational banking and financial services organization. From 2008 through 2014, Mr. Marks held multiple financial and operational leadership roles, including Chief Operating Officer for UK Coverage at Barclays plc, a British multinational investment bank and financial services company. He has an undergraduate degree from the University of Bristol, UK.
The Board believes that Mr. Marks’ experience in financial and operational leadership roles, in particular within the corporate banking industry, makes him ideally qualified to help lead the Company towards continued growth and success.
Warwick Bartlett, age 73
Mr. Bartlett combines over fifty (50) years of experience in the gaming industry. From 1999 through the present, Mr. Bartlett has served as Chief Executive Officer of Global Betting & Gaming Consultants Ltd, a company that provides data and market reports for the global gambling industry. From 1989 to 2019, Mr. Bartlett served on the board of directors of Cashline Pawnbrokers Ltd. From 2002 to 2013, Mr. Bartlett served as Non-Executive Chairman of the Association of British Bookmakers a trade organization for betting shop operators in the United Kingdom which represents its members and their interests through legislative advocacy and media relations. From 2004 to 2010, Mr. Bartlett served as Member of the Horserace Betting Levy Board a UK statutory body that was established by the Betting Levy Act 1961. From 1992 to 2000, Mr. Bartlett served as Chairman of the British Betting Office Association.
The Board believes that Mr. Bartlett’s experience in the gaming industry makes him ideally qualified to help lead the Company towards pursuing its strategies for growth.
Family Relationships
Messrs. Marks and Bartlett do 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 Messrs. Marks and/or Bartlett reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
In connection with his appointment to the Board, the Company and Mr. Bartlett entered into a director agreement (the “Director Agreement”) whereby as compensation for each year of services, Mr. Bartlett will be entitled to receive: (i) cash compensation of $20,000, paid on a quarterly basis; (ii) 4,000 shares of restricted common stock of the Company, par value $0.001 per share (the “Common Stock”), issued on a quarterly basis; and (iii) 20,000 options to purchase shares of Common Stock, vesting on a quarterly basis, with an exercise price per share that equals 110% of the Common Stock price on the date of grant.
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 form of Director Agreement, and such description is qualified in its entirety by reference to the full text of the form of Director Agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
On September 1, 2020, the Company issued a press release with regards to the Appointment. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Form of Director Agreement | |
| 99.1 | Press Release dated September 1, 2020. |
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: September 3, 2020 | By: | /s/ Grant Johnson |
| Grant Johnson | ||
| Chief Executive Officer | ||
Exhibit 10.1
ESPORTS ENTERTAINMENT GROUP, INC.
170 Pater House, Psaila Street
Birkirkara, Malta, BKR 9077
Date:
To:
Isle of Man
Dear
This is to confirm the terms of your appointment as a Non-Executive Director of Esports Entertainment Group, Inc. (the “Company”) and Chair of the Compensation committee.
Overall, in terms of time commitment, we expect your attendance at all the Board of Directors (the “Board”) meetings, meetings of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to devote appropriate preparation time ahead of each meeting. Board meetings may be held within or outside Malta as the Company may decide.
By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this position.
For and in consideration of the services to be performed by you, Company agrees to pay you as follows:
| 1.1 | Fee. An annual fee equal to the amount of $20,000 (Twenty Thousand U.S. Dollars), payable on a quarterly basis, subject to your continuous service as a member of the Board (the “Annual Fee”). 1,000 shares of restricted common stock per quarter, fully vested on date of grant |
| 1.2 | Stock Options. Subject to all approvals required by law, the Company will grant you options to purchase shares of common stock each year that you remain in service as a Non-Executive Director. 20,000 options per year, vesting quarterly at 110% of the stock price on the date of grant. |
Certain Representations. You represent and agree that you are accepting the shares of common stock being issued to you pursuant to this Agreement for your own account and not with a view to or for sale of distribution thereof. You understand that the securities are restricted securities and you understand the meaning of the term “restricted securities.” You further represent that you were not solicited by publication of any advertisement in connection with the receipt of the shares and that you have consulted tax counsel as needed regarding the shares.
| 1 |
| 1.3 | Company agrees to reimburse you for out-of-pocket expenses incurred by you in connection with your service (including out-of-pocket expenses and “Business Class” transportation expenses, provided that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”). |
| 1.4 | Payment of the Expenses, as applicable, shall be made against your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within seven (7) days of the end of each calendar month during the term of this letter of appointment. |
| 1.5 | For the avoidance of any doubt, the Fee and the aforementioned Expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration, of any form, for your appointment and service. |
| 2. | The term of your appointment as a Non-Executive Director of the Company shall be for one year or until the next Annual Meeting of Stockholders. |
| 3. | You will undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling overseas for Board meetings and site visits if required. |
| 4. | You will undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time reasonably request. Directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, inter alia, as follows: |
| ● | Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed; and | |
| ● | Setting the Group’s strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance; and | |
| ● | Setting the Group’s values and standards and ensures that its obligations to its shareholders and others are understood and met. |
| 5. | Confidential Information |
You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director. You further undertake that you shall not use such Confidential Information for personal gain.
| 2 |
“Confidential Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal or fiduciary obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6. If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.
Blackout Period. You understand that we have a policy pursuant to which no officer, director or key executive may not engage in transactions in our stock during the period commencing two weeks prior to the end of a fiscal quarter and ending the day after the financial information for the quarter and year have been publicly released. As a member of the audit committee, if you have information concerning our financial results at any time, you may not engage in transactions in our securities until the information is publicly disclosed.
| 6. | Term and Termination |
| 6.1 | Subject to paragraph 6.1 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events: |
| 6.1.1 | if you resign as a director of the Company for any reason; and/or |
| 6.1.2 | if this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or |
| 6.1.3 | if you were appointed by other directors in order to temporary fill vacancy on the Board and said appointment is cancelled by the Board; and/or |
| 6.1.4 | if you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the requirements of Chapter 78 of the Nevada and/or any other applicable law or regulation (the “Law”) and/or the Company’s Articles of Incorporation; and/or |
| 3 |
| 6.1.5 | if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or |
| 6.1.6 | if you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days) ; and/or | |
| 6.1.7 | with your death and if you are a corporation or either entity, with your liquidation. | |
| 6.1.8 | if an order of a court having jurisdiction over the Company requires you to resign. |
| 6.2 | Any termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination). |
| 6.3 | On termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the Company. |
| 7. | Subject to the proper performance of your obligations to the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments and directorships provided that: |
| 7.1 | They do not in any way conflict with the interests of the Company or any member of the Group; and |
| 7.2 | They do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter of appointment; and |
| 7.3 | In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the “CEO”) of the Company as soon as they become apparent. |
| 7.4 | The Company acknowledges that you are currently on the Board of Directors of the following companies: |
| 8. | The Company will put directors’ and officers’ liability insurance in place as soon as possible and will use commercial reasonable effort to maintain such coverage for the full term of your appointment. |
| 9. | The performance of individual directors and the Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your position, you should discuss them with the Chairman and/or the CEO as soon as is appropriate. |
| 4 |
| 10. | In addition to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided under applicable law and subject to the prior written approval of a majority of the independent directors of the Company and the CEO, such consent shall not be unreasonably withheld. |
| 11. | This letter refers to your appointment as a director of the Company and your membership of the audit, nomination and the remuneration committees of the board. |
| 12. | You shall procure that you comply at all times with the Company’s inside trading policies as in effect from time to time. |
| 13. | You shall discharge your general duties as a director pursuant to the Company’s Articles of Association of the Company and applicable law. |
| 14. | This letter of appointment shall be governed by and construed in accordance with the law of the State of Nevada. |
Please sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.
Sincerely yours,
| By: | ||
| Grant Johnson | ||
| Chief Executive Officer | ||
| ESPORTS ENTERTAINMENT GROUP, INC. | ||
| 5 |
| By: | ||
| Name of Director | ||
| Address: | ||
| 6 |
Exhibit 99.1
Esports Entertainment Group Strengthens Board with New Independent Director
Sep 1, 2020
40+ year gambling industry veteran Warwick Bartlett Appointed to Board
BIRKIRKARA, Malta, Sept. 01, 2020 (GLOBE NEWSWIRE) — Esports Entertainment Group, Inc. (NasdaqCM: GMBL, GMBLW) (the “Company”), a licensed online gambling company with a focus on esports wagering and 18+ gaming, today announced gambling industry veteran Warwick Bartlett was appointed to the Company’s Board as an independent director. Esports Entertainment Group CFO Dan Marks also appointed to the Company’s Board.
Warwick was chairman of the Association of British Bookmakers for 10 years, chairman of the Bookmakers Committee to the Levy Board for six years and held a seat on the Horserace betting Levy Board for the same period. Warwick is the CEO and owner of Global Betting & Gaming Consultants (GBGC), which has established itself as the most credible specialist international gambling consultancy in the world. GBGC has worked with, or supplied information to, over 600 clients, the majority of whom are “blue chip.” Projects have included market research/assessments, business/facility planning, product evaluations, design/operational reviews, the development/review of corporate strategies, license applications, regulation development for and on behalf of governments, IPOs, M&A and due diligence. Typically, clients include operators, monopolies/lotteries, suppliers, investment banks, the major consultancies, and governments.
“I am delighted to join Esports Entertainment Group’s Board as a non-executive director, and l look forward to working with Grant and his accomplished team,” commented Warwick. “There are some wonderful opportunities in esports gaming, such as the Company’s recent acquisition of Argyll Entertainment, which provides Esports Entertainment Group with immediate revenue and the foundation for accelerated growth.”
Global esports revenues are expected to grow 15.7% year-on-year to $1.1 billion in 2020, according to Newzoo, while the global esports betting market is forecast to reach $17.2 billion by year end according to data from Esports Insider.
“Warwick has been instrumental in several major developments in the gambling and iGaming space, and we’re excited to have him on the team,” said Grant Johnson, CEO of Esports Entertainment Group. “He’s a strong addition to the board as an independent director, and I believe his experience will resonate with the institutional investor community.”
“We have laid the foundation for long-term success with the world’s most transparent esports betting platform,” continued Johnson. “With a strong team, industry-leading partnerships, and significant competitive advantages, Esports Entertainment Group is well positioned for rapid growth in the months ahead.”
ABOUT ESPORTS ENTERTAINMENT GROUP
Esports Entertainment Group, Inc. is a licensed online gambling company with a specific focus on esports wagering and 18+ gaming. Esports Entertainment offers fixed odds wagering, fantasy and pools on various esports events in a licensed, regulated and secure platform at vie.gg and owns and operates online sports book, SportNation.bet. In addition, Esports Entertainment intends to offer users from around the world the ability to participate in multiplayer mobile and PC video game tournaments for cash prizes. Esports Entertainment is led by a team of industry professionals and technical experts from the online gambling and the video game industries, and esports. The Company holds a license to conduct online gambling and 18+ gaming on a global basis in the UK, Ireland, Malta and Curacao. The Company maintains offices in New Jersey, the UK and Malta. For more information visit www.esportsentertainmentgroup.com.
FORWARD-LOOKING STATEMENTS
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of the Act.
Contact:
U.S. Investor Relations
RedChip Companies, Inc.
Dave Gentry
407-491-4498
dave@redchip.com
Media Contacts
AGORACOM
ESPO@agoracom.com
http://agoracom.com/ir/eSportsEntertainmentGroup