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 3, 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 3, 2022, the board of directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”) appointed Ms. Janis Jones Blackhurst as a member of the Board, (the “Appointment”), effective immediately (the “Effective Date”). Ms. Jones Blackhurst was also appointed as a member of the Audit committee of the Board.
Janis Jones Blackhurst, 73, Director
Ms. Jones Blackhurst served as a director of Caesars Entertainment, Inc. (Nasdaq: CZR) since October 2019. Ms. Jones Blackhurst served as Executive Vice President, Public Policy and Corporate Responsibility of Caesars from May 2017 through September 2019. Ms. Jones Blackhurst also served as Executive Vice President of Communications and Government Relations of Caesars from November 2011 until May 2017 and as Senior Vice President of Communications and Government Relations of Caesars from November 1999 to November 2011. Ms. Jones Blackhurst has over 20 years of experience in the gaming industry and has played a key role in innovating responsible gaming programs that are now used throughout the industry. Ms. Jones Blackhurst serves as the Chairwoman of the Public Education Foundation and as Chief Executive-In-Residence of the UNLV International Gaming Institute. Since February 2021, Ms. Jones Blackhurst has served as a director of Gaming & Hospitality Acquisition Corp. Prior to joining Caesars, Ms. Jones Blackhurst served two terms as Mayor of Las Vegas, from 1991 until 1999.
The Board believes that Ms. Blackhurt Jones’ experience in the gaming industry makes her ideally qualified to help lead the Company towards continued growth and success.
Family Relationships
Ms. Jones Blackhurst 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. Jones Blackhurst 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. Jones Blackhurst (the “Director Agreement”). Pursuant to the Director Agreement, Ms. Jones Blackhurst 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 8.01 Other Events.
On May 3, 2022, the Company issued a press release announcing the appointment of Ms. Jones Blackhurst. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Form director agreement | |
| 99.1 | Press release, dated May 3, 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: May 4, 2022 | By: | /s/ Grant Johnson | |
| Grant Johnson | |||
| Chief Executive Officer | |||
Exhibit 10.1
Esports Entertainment Group
Block 6, Level 2, Triq Paceville,
St Julians STJ 3109 Malta
________ 20__
Dear ________________:
This is to confirm the terms of your appointment as a Non-Executive Director of Esports Entertainment Group, Inc. (the “Company”). Your appointment is contingent upon approval by the existing Board and/or shareholders in accordance with the Company’s bylaws.
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 by remote communication or at a specific location 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.
| 1. | For and in consideration of the services to be performed by you, Company agrees to pay you for each full Year of service as follows: |
| 1.1. | Fee. An annual fee equal to the amount of $60,000 (Sixty Thousand U.S. Dollars), payable on a quarterly basis, subject to your continuous service as a member of the Board (the “Annual Fee”). Should you be nominated and elected to chair a committee then you shall be entitled to receive an additional 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 and committee chairperson. |
| 1.2. | Stock Options. Subject to all approvals required by law, the Company will grant you options to purchase shares of common stock in the Company on or around October 22nd each year in accordance with the rules of the Company’s Equity and Incentive Plan as may be in place from time to time. Stock options are granted at the beginning of the year to which they relate (the “Annual Stock Options”) provided that if at any point after the Annual Stock Options are granted and prior to their exercise your membership of the Board ceases for any reason, your entitlement to exercise such Annual Stock Options shall be rescinded. For the avoidance of doubt, the Annual Stock Options for the Year ending September 30th 2022 have been granted as at the date of this Letter. |
| 1.3. | For the purposes of this Letter, a “Year” of service is deemed to run from 1 October to the 30th September. | |
| 1.4. | 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”). | |
| 1.5. | 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. | |
| 1.6. | 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. | Certain Representations. You represent and agree that you are accepting the Annual Stock Options 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. |
| 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: |
| 4.1. | Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed; and |
| 4.2. | 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 |
| 4.3. | Setting the Group’s values and standards and ensures that its obligations to its shareholders and others are understood and met. |
| 5. | Confidential Information. |
| 5.1. | 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. |
| 5.2. | “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. |
| 5.3. | 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. | 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 unless terminated earlier as provided herein. |
| 6.2. | Subject to paragraph 6.2 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events: |
| 6.2.1. | if you resign as a director of the Company for any reason; and/or |
| 6.2.2. | if this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or |
| 6.2.3. | 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 |
| 6.2.4. | 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 |
| 6.2.5. | if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or |
| 6.2.6. | 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 |
| 6.2.7. | with your death and if you are a corporation or either entity, with your liquidation. |
| 6.2.8. | if an order of a court having jurisdiction over the Company requires you to resign. |
| 6.3 | 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). |
| 6.4 | 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. |
| 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. You recognize that some or all of the Confidential Information may be relevant to the price or value of the Company’s securities, and you will not use any such Confidential Information in any way that breaches insider trading provisions of any applicable securities laws. |
| 13. | You shall discharge your general duties as a director pursuant to the Company’s Articles of Association of the Company and applicable law including all applicable laws, statutes, regulations, and codes relating to the prevention of fraud, bribery, corruption, racketeering, money laundering or terrorism. |
| 14. | The terms recorded in this letter constitute the entire agreement between you and the Company and supersede all previous agreements, promises, representations and understandings between both parties, whether written or oral, relating to its subject matter. |
| 15. | This letter of appointment shall be governed by and construed in accordance with the law of the State of New York. You irrevocably agree that the courts of New York shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this letter, your appointment, and any matter arising therefrom and you irrevocably waive any right that you may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. |
| 16. | Any notice or other communication to be given by one party to the other party under or in connection with this letter shall be in writing and signed by or on behalf of the party giving it. Notices to the parties shall be sent to the applicable party’s address as set out on page 1 of this letter with a copy to legal@eeg.games (in the case of EEG). Any notice or request shall be deemed to have been delivered: (a) on the delivery date if delivered personally to the party to whom the same is directed (where such day does not fall on a business day, delivery shall be deemed to be on the first business day following); (b) on the delivery date if delivered by email with an original delivered by another means within seventy-two (72) hours thereafter (where such day does not fall on a business day, delivery shall be deemed to be on the first business day following); or (c) one (1) business day after deposit with a reputable commercial overnight carrier. |
Signature Page Follows
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,
| ESPORTS ENTERTAINMENT GROUP, INC. | ||
| By: | /s/ Grant Johnson | |
Grant Johnson | ||
| Chief Executive Officer | ||
| By: | /s/ | |
Exhibit 99.1
Esports Entertainment Group Announces Appointment of Jan Jones Blackhurst to Board of Directors
Hoboken, New Jersey–(Newsfile Corp. – May 3, 2022) – Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLW) (or the “Company”) today announced the appointment of Ms. Jan Jones Blackhurst to the Company’s Board of Directors. Ms. Jones Blackhurst satisfies the criteria for independent directors for the purposes of Nasdaq rules and applicable Securities and Exchange Commission requirements. Ms. Blackhurst’s appointment will bring the size of the Board to seven members.
“We are delighted to welcome Jan Jones Blackhurst, a highly distinguished leader, to our Board of Directors,” said Grant Johnson, Chairman and CEO of Esports Entertainment Group. “She brings a wealth of knowledge and experience which will be of great value to our Company as we expand our iGaming and esports operations and establish ourselves as the leading provider of technology solutions to the fast-growing, exciting world of real money esports wagering. This is a critical time in our evolution, and I am confident that Jan will be an effective steward of the Company’s growth and quickly become a valued counselor to the Board and our leadership team given her significant insight and perspective.”
Jan Jones Blackhurst has served on the Board of Directors of Caesars Entertainment Corporation since 2019 after serving as the company’s Executive Vice President for Government Relations & Corporate Responsibility from 1999 to 2019. She has also served as Chief Executive in Residence at the UNLV International Gaming Institute since 2019 and as Executive Director of the UNLV Black Fire Leadership Initiative since 2021. Prior to her involvement with Caesars, Ms. Jones Blackhurst served two four-year terms as Mayor of Las Vegas from 1991 to 1999. She currently serves on the Board of Directors for the U.S. Chamber of Commerce (Vegas Chamber), Gaming and Hospitality Acquisition Corp., the Global Fairness Initiative, the Nevada Resort Association, the Las Vegas Visitors and Convention Authority, and the Las Vegas Stadium Authority. Ms. Jones Blackhurst holds a BA in English from Stanford University and attended the University of Southern California’s School of Food Marketing Management. She is also a member of the American Gaming Association’s Gaming Hall of Fame.
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/MLS 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:
Investor Relations Inquires
JCIR
Joseph Jaffoni, James Leahy, Norberto Aja
(212) 835-8500
gmbl@jcir.com
Media Inquiries
brandon.apter@esportsentertainmentgroup.com
or
eeg@kcsa.com