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): January 28, 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 2713 1276
(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 |
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.
Appointment of Chief Operating Officer
On January 28, 2022 (the “Effective Date”), the board of directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”) promoted Stuart Tilly (“Tilly”) from his position as Chief Legal Officer of the Company, to the position of Chief Operating Officer (the “Appointment”).
Stuart Tilly, age 43
Stuart Tilly has over 15 years of experience in the online gaming industry, having previously trained and qualified as a solicitor. Previously, he had been involved in several online gaming companies, holding positions including Founder and Chief Executive Officer, Chief Legal Officer and Non-Executive Director and board member. Mr. Tilly has served as the Company’s Chief Legal Officer since September 2020 until January 2022. From 2016 through 2020, Mr. Tilly was the Chief Executive Officer for Argyll Entertainment AG, a UK licensed online sports betting and gaming company. From 2014 to 2020, he was also Founder and Chief Executive Officer of Flip Sports Limited, a mobile games development company. From 2012 to 2016 he was Founder and Executive Director of iGaming Counsel, a legal and commercial advisory firm to the online gaming industry. From 2005 to 2012 he held senior legal positions in the online gaming industry. Mr. Tilly was also a founding member of the International Social Games Association, an industry trade body for the social gaming industry and a non-executive advisor to Game Sparks Limited, a games platform as a service company. He has a law degree from the University of Exeter and an LPC Masters Degree from Nottingham Trent Law School. Mr. Tilly trained and qualified as a solicitor at Magic Circle law firm, Allen & Overy LLP.
The Board believes that Mr. Tilly’s experience in the online gaming industry makes him ideally qualified to help lead the Company towards continued growth and success.
There are no changes to the previous compensatory arrangements between the Company and Mr. Tilly.
On August 1, 2020, the Company and Rivington Law entered into that a consulting agreement (the “Consulting Agreement”) whereby Mr. Tilly was hired to serve as a consultant to the Company. Pursuant to the Consulting Agreement, Mr. Tilly is entitled to receive £18,000 per month. Mr. Tilly will be eligible for discretionary cash bonuses as determined from time to time by the Board or the compensation committee as well as participation in any executive stock option plan consistent with other C-level officers, once adopted by the Company.
Either party may terminate the Consulting Agreement upon six months written notice (the “Notice Period”). The Company may, at is sole discretion, terminate the Consulting Agreement immediately by paying all amounts that otherwise would have been due owing during the Notice Period. On the date of termination, for any reason whatsoever, Mr. Tilly will only be entitled to any outstanding fees or consideration earned and owed though the date of such termination.
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 Consulting Agreement, and such descriptions is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed herewith as Exhibits 10.1.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Consulting Agreement, by and among Esports Entertainment Group, Inc., Rivington Law Subsidiaries and Stuart Tilly (incorporated herein by reference to Exhibit 10.31 to the Annual Report on Form 10-K filed with the SEC on October 1, 2020). | |
| 99.1 | Press Release, dated January 28, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: | February 1, 2022 | By: | /s/ Grant Johnson |
| Grant Johnson | |||
| Chief Executive Officer | |||
Exhibit 99.1
Esports Entertainment Group Appoints Stuart Tilly as Chief Operating Officer
Jan 29, 2022
Hoboken, New Jersey–(Newsfile Corp. – January 28, 2022) – Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLW) (or the “Company”) announced today that it has named Stuart Tilly as the Company’s Chief Operating Officer, effective immediately. Tilly has more than 15 years of experience in the online gaming industry, having previously trained and qualified as a Solicitor and had held the role of the Company’s Chief Legal Officer prior to taking on his new position.
“Given the remarkable growth in the size, breadth and geographical reach of our operations and staff over the last 18 months, we had long identified this operations role as a critical one in enabling the Company to achieve its long-term strategic goals,” said Grant Johnson, CEO of Esports Entertainment Group. “With Stuart’s extensive igaming knowledge, first-hand experience of launching and growing businesses together combined with his legal and regulatory background, we felt he was the ideal fit for this position.”
From 2016 through 2020, Tilly was the Chief Executive Officer for Argyll Entertainment AG, a UK licensed online sports betting and gaming company, which was acquired by Esports Entertainment Group in 2020. He was also Founder and Chief Executive Officer of Flip Sports Limited, a mobile games development company, a founding member of the International Social Games Association, an industry trade body for the social gaming industry and Founder and Executive Director of iGaming Counsel, a legal and commercial advisory firm to the online gaming industry.
“Having played a role in the burgeoning expansion of the Company’s operations through our M&A activity since joining the Company in the summer of last year, I’m incredibly excited to now be entrusted with overseeing the next stage of the Company’s operational growth as we look to maximize the potential of our business assets and execute on our long term goals,” said Tilly.
Stuart is a qualified lawyer having trained and qualified as a solicitor at Magic Circle law firm, Allen & Overy LLP . He has a law degree from the University of Exeter and an LPC Masters Degree from Nottingham Trent Law School.
About Esports Entertainment Group
Esports Entertainment Group is a full stack esports and online gambling company fueled by the growth of video-gaming and the ascendance of esports with new generations. Our mission is to help connect the world at large with the future of sports entertainment in unique and enriching ways that bring fans and gamers together. Esports Entertainment Group and its affiliates are well-poised to help fans and players to stay connected and involved with their favorite esports. From traditional sports partnerships with professional NFL/NHL/NBA/FIFA teams, community-focused tournaments in a wide range of esports, and boots-on-the-ground LAN cafes, EEG has influence over the full-spectrum of esports and gaming at all levels. 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:
Media Inquiries
brandon.apter@esportsentertainmentgroup.com
Investor Relations Inquiries
Jeff@esportsentertainmentgroup.com
JCIR
Joseph Jaffoni, James Leahy, Norberto Aja
212-835-8500
gmbl@jcir.com
KCSA
eeg@kcsa.com