6-K
Enthusiast Gaming Holdings Inc. / Canada (EGLXF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16
Under
the Securities Exchange Act of 1934
For the month
of May 2022 Commission File Number: 001-40331
Enthusiast Gaming Holdings Inc. / Canada
(Exact name of registrant as specified in its charter)
90 Eglinton Avenue East, Suite 805, Toronto, ON, M4P 2Y3
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT
INDEX
| Exhibit No: | Description |
|---|---|
| 99.1 | Proxy Solicitation Made by Public Broadcast, dated May 25, 2022. |
| 99.2 | Amended Notice of Meeting and Record Date, dated May 25, 2022. |
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, thereunto duly authorized.
| ENTHUSIAST GAMING HOLDINGS INC. | ||
|---|---|---|
| By: | /s/<br> Alex Macdonald | |
| ALEX MACDONALD | ||
| Date:<br> May 25, 2022 | CHIEF FINANCIAL OFFICER |
Exhibit99.1
PROXY SOLICITATION MADE BY PUBLIC BROADCAST
DOCUMENTCONTAINING THE INFORMATIONREQUIRED BY FORM 51-102F5
INFORMATIONCIRCULAR
IN RESPECT OF PROPOSED NOMINEES FOR ELECTION AS DIRECTORS OF
ENTHUSIAST GAMING HOLDINGS INC.
InformationRegarding this Document
This document is being filed pursuant to section 9.2(6)(a) of National Instrument 51-102 – Continuous Disclosure Obligations in connection with the proposed nomination by Greywood Investments, LLC (“Greywood”) of Jon Dakss, Raphael Danon, David Goldhill, Mark Klein, Janny Lee and Daniel P. Petrozzo (the “Proposed Nominees”) for election to the board of directors (the “Board”) of Enthusiast Gaming Holdings Inc. (“Enthusiast” or the “Company”) at the annual meeting of shareholders of Enthusiast, which is to be held June 29, 2022 (the “Meeting”).
Information Concerning the Proposed Nominees
The following table includes, in respect of each Proposed Nominee, his or her name, province or state and country of residence, principal occupation, business or employment within the five preceding years, and the number of voting securities of Enthusiast or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such individual as of the date of this document.
| Name, Province or State and Country of Residence(1) | Principal Occupation, Business or Employment(2) | Number of Enthusiast Voting Securities Beneficially Owned or Controlled or Directed(3) |
|---|---|---|
| Jon<br> Dakss<br><br> <br>Livingston, New Jersey, USA | 2020<br> to present – President and Founder, Palladium<br> Consulting, LLC<br><br> <br>2017<br> to 2020 – EVP, Chief Digital Officer, EPIX (an MGM Company)<br><br> <br>2016<br> to 2017 – SVP, Chief Digital Officer, EPIX (Studio 3 Partners) | Nil |
| Raphael<br> Danon<br><br> <br>Toronto, Ontario, Canada | 2021<br> to present – Chief Executive Officer, Universal<br> WellnessWrx and Chief Operating Officer, WellnessWrx<br><br> <br>2016<br> to 2021 – Managing Director, Finance, Clearblue Ltd. o/a ClearBlue<br> Markets | 2,900<br> common shares |
| Name, Province or State and Country of Residence(1) | Principal Occupation, Business or Employment(2) | Number of Enthusiast Voting Securities Beneficially Owned or Controlled or Directed(3) |
| --- | --- | --- |
| David<br> Goldhill<br><br> <br>Bedford Corners, New York, USA | 2019<br> to present – Co-Founder and Chief Executive<br> Officer, Sesame Inc.<br><br> <br>2007<br> to 2017 – Chief Executive Officer, Game Show Network | Nil |
| Mark<br> Klein<br><br> <br>Herzliya, Israel | 2020<br> to Present – President, Finest International<br><br> <br>2018<br> to Present – CEO, RadarZero LLC<br><br> <br>2017<br> to 2020 – Managing Director, Lockwood Group | 28,667<br> common shares |
| Janny<br> Lee<br><br> <br>New York, New York, USA | 2021<br> to present – Founding Partner, Anchorvest<br><br> <br>2013<br> to present – Managing Partner and Chief<br> Operating Officer, Redbadge and Founding Partner, Redbadge Pacific | Nil |
| Daniel<br> P. Petrozzo<br><br> <br>Easton, Pennsylvania, USA | 2017<br> to present – Private Investor and<br> Partner, Oak HC/FT Partners | Nil |
Notes:
| (1) | Each<br> of the Proposed Nominees<br> is qualified to serve as a director pursuant<br> to the requirements of the Business**Corporations Act (British Columbia). |
|---|---|
| (2) | The<br> information as to<br> principal occupation, business or employment<br> of each Proposed Nominee, not being within<br> the knowledge of Greywood, has<br> been furnished by<br> the respective Proposed Nominee. |
| --- | --- |
| (3) | The<br> information concerning the voting securities<br> of Enthusiast or any of its subsidiaries beneficially<br> owned, or controlled<br> or directed, directly or indirectly,<br> of each Proposed Nominee, not being within<br> the knowledge of Greywood, has<br> been furnished by<br> the respective Proposed Nominee. |
| --- | --- |
Each of the Proposed Nominees has consented to serve as a director of Enthusiast and, if elected, will hold office until the close of the next annual meeting of shareholders, unless his or her office is earlier vacated.
Other Boards of Reporting Issuers
As of the date hereof:
| · | Raphael<br> Danon serves<br> as a director of (i)<br> Pacific Arc Resources Ltd. (TSXV: PAV) and |
|---|
(ii) Woodbridge Ventures II Inc. (TSXV: WOOD.P); and
| · | Mark<br> Klein serves as a<br> director of<br> (i) Captor Capital (CSE:<br> CPTR), and (ii) Pacific Arc Resources Ltd. (TSXV:<br> PAV). |
|---|
No other Proposed Nominee is currently a director or trustee of any other reporting issuer.
Other Information Concerning the Proposed Nominees
To the knowledge of Greywood, none of the directors or officers of Greywood, or any associates or affiliates of the foregoing, or any of the Proposed Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of Enthusiast’s most recently completed financial year or in any proposed transaction which has materially affected or will materially affect Enthusiast; or (b) subject to the Company disclosing the matters proposed to be acted on at the Meeting, any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the re-constitution of the Board.
To the knowledge of Greywood, none of the Proposed Nominees have served as a director of the Company. None of the Proposed Nominees serve on any committee of the Board, but would serve on such committees as and when appointed by the Board if successfully elected as directors.
To the knowledge of Greywood, none of the Proposed Nominees are, or have been at any time since the beginning of the Company’s most recently completed financial year: (i) indebted to the Company or its subsidiaries or (ii) the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.
To the knowledge of Greywood, no Proposed Nominee is, at the date hereof, or has been, within ten (10) years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than thirty (30) consecutive days (each, an "order"), in each case that was issued while the Proposed Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Proposed Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Proposed Nominee was acting in that capacity, or within one (1) year of such Proposed Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Proposed Nominee.
To the knowledge of Greywood, as at the date hereof, no Proposed Nominee has been subject to:
(a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Proposed Nominee.
None of the Proposed Nominees is to be elected under any arrangement or understanding between such Proposed Nominee and any person or company.
**DATE:**May 25, 2022
Exhibit 99.2
| Date: May 25, 2022 | 510 Burrard St. 3rd Floor <br><br> Vancouver, BC V6C 3B9 <br><br> www.computershare.com |
|---|
To: All Canadian Securities Regulatory Authorities
Subject: Enthusiast Gaming Holdings Inc.
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
| Meeting Type : | Annual General Meeting | |
|---|---|---|
| Record Date for Notice of Meeting : | May 31, 2022 (AMENDED) | |
| Record Date for Voting (if applicable) : | May 31, 2022 (AMENDED) | |
| Beneficial Ownership Determination Date : | May 31, 2022 (AMENDED) | |
| Meeting Date : | June 30, 2022 (AMENDED) | |
| Meeting Location (if available) : | Virtual Meeting | |
| Issuer sending proxy related materials directly to NOBO: | No (AMENDED) | |
| Issuer paying for delivery to OBO: | Yes (AMENDED) | |
| Notice and Access (NAA) Requirements: | ||
| NAA for Beneficial Holders | No | |
| NAA for Registered Holders | No | |
| Voting Security Details:<br><br> <br><br><br> <br>Description | CUSIP Number | ISIN |
| --- | --- | --- |
| COMMON CLASS | 29385B109 | CA29385B1094 |
| Sincerely, | ||
| Computershare<br><br> <br>Agent for Enthusiast Gaming Holdings Inc. |