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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): November 30, 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
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
BLOCK
6,
TRIQ
PACEVILLE,
ST.
JULIANS STJ 3109
MALTA
(Address
of principal executive offices)
356
2713 1276
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 |
| 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 (§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
8.01 Other Events.
On
November 30, 2022, Esports Entertainment Group, Inc. (the “Company”) received a determination from the Nasdaq Hearings Panel
(the “Panel”) granting the Company’s request for the continued listing of its common stock on the Capital Market tier
of The Nasdaq Stock Market (“Nasdaq”), subject to the Company evidencing compliance with Nasdaq’s minimum bid price
and $2.5 million stockholders’ equity requirement, as set forth in Nasdaq Listing Rules 5550(a)(2) and 5550(b)(1), respectively,
on or before February 7, 2023 and March 31, 2023, respectively, and adhering to certain other conditions and requirements.
The Company is in the process of taking definitive steps to comply with all applicable conditions and criteria for continued listing
on Nasdaq. There can be no assurances, however, that the Company will be able to do so. The Company must satisfy the time frame granted
by the Panel or Nasdaq will provide written notification that its securities will be delisted.
As
previously disclosed, on October 11, 2022, the Company received notice from the Staff of
Nasdaq’s Listing Qualifications Department (the “Staff”) indicating that the Staff had determined to
delist the Company’s securities unless the Company timely requests a hearing before the Panel. The Panel’s determination
is the result of such hearing held on November 17, 2022.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
December 5, 2022
| |
ESPORTS
ENTERTAINMENT GROUP, INC. |
| |
|
|
| |
By: |
/s/
Damian Mathews |
| |
Name: |
Damian
Mathews |
| |
|
Chief Financial Officer and Chief Operating Officer |
Exhibit
99.1
Esports
Entertainment Group Receives Approval for Continued Nasdaq Listing
St.
Julians, Malta – December 5, 2022 – Esports Entertainment Group, Inc. (Nasdaq: GMBL, GMBLP, GMBLW, GMBLZ) (or the “Company”)
today announced that on November 30, 2022, the Nasdaq Hearings Panel granted its request for continued listing on The Nasdaq Capital
Market (“Nasdaq”). The Company’s continued listing on Nasdaq is subject to its evidencing compliance with the minimum
bid price requirement by February 7, 2023, evidencing compliance with the shareholder equity requirement of a minimum $2.5 million stockholder’s
equity by March 31, 2023, and adhering to certain other conditions and requirements. The Company is in the process of taking definitive
steps to comply with all applicable conditions and criteria for continued listing on Nasdaq.
About
Esports Entertainment Group
Esports
Entertainment Group (NASDAQ: GMBL) (EEG) is a full-service esports and online betting company. EEG focuses on three verticals: Games,
iGaming, and Technology. EEG Games provides a wide array of services and infrastructure for businesses to engage esports and gaming communities
around the world including Esports Gaming League (EGL), which hosts a community of more than 350,000 gamers on its proprietary tournament
platform EGL.tv. EEG iGaming includes a number of award-winning brands covering traditional online sports book wagering needs as well
as a multinational casino operator. EEG Technology builds next-generation platforms, features, and services for Millennials, Gen Z consumers,
and brands looking to connect with these demographics. EEG has offices in New Jersey, Estonia, the United Kingdom, 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.
Investor
Relations Inquiries
ir@esportsentertainmentgroup.com