Esports Entertainment Group, Inc 8-K, filed Jun 16, 2020
Esports Entertainment Group, Inc. (GMBL)
About this 8-K
Esports Entertainment Group, Inc filed this 8-K on June 16, 2020, reporting on events of June 11, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): June 11, 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.
Resignation of Chief Financial Officer
On June 11, 2020, James S. Cardwell submitted to the board of directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”) his resignation from his position as Interim Chief Financial Officer of the Company, effective June 15, 2020 (the “Resignation”). Mr. Cardwell did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Chief Financial Officer
As previously disclosed on a Current Report on Form 8-K filed with the SEC on May 11, 2020, the Company entered into a binding letter of intent (the “Letter of Intent”) setting forth the basic terms under which the Company will acquire from AHG Entertainment Associates, LLC, a Florida limited liability company (“AHG”), 100% of the outstanding share capital of LHE Enterprises Limited (“LHE”), a company incorporated under the laws of Gibraltar, and a wholly-owned subsidiary of AHG (the “Transaction”).
On June 11, 2020, in connection with the Transaction, the Board appointed Mr. Daniel Marks as the Company’s Chief Financial Officer (the “Appointment”). The Letter of Intent provides that the completion of the Transaction is subject to, amongst other things, the: (i) negotiation and execution of a mutually satisfactory definitive stock purchase and/or merger agreement (the “Definitive Agreement”); (ii) completion by the Company of a satisfactory review of the legal, financial and business conditions of LHE; and (iii) approval of the board of directors of the Company.
Daniel Marks, age 41
Mr. Marks combines over twenty (20) years of experience of senior management in online gambling and corporate banking. From 2016 through the present, Mr. Marks has served as Chief Financial Officer of AHG, 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.
In connection with the Appointment, Mr. Marks entered into an engagement agreement (the “Engagement Agreement”) with the Company. The Engagement Agreement is for a term of one year (the “Initial Term”) and shall be automatically extended for additional terms of successive one-year periods (the “Additional Term”) unless the Company or Mr. Marks gives at least 30 days written notice prior to the expiration of the Initial Term or each Additional Term.. Mr. Marks is to receive a base salary of $18,000 per month. Mr. Marks is eligible to earn an annual employee stock option bonus in such amount, if any, as determined in the sole discretion of the Board. The Engagement Agreement may be terminated with or without cause. The Company can terminate Mr. Marks without cause at any time during the first ninety (90) days of the Initial Term of the Engagement Agreement. Upon termination of Mr. Marks because of disability, the Company shall pay or provide to Mr. Marks (1) any unpaid salary and any accrued vacation through the date of termination; (2) any unpaid bonus accrued with respect to the fiscal year ending on or preceding the date of termination; (3) reimbursement for any unreimbursed expenses properly incurred through the date of termination; and (4) all other payments or benefits to which he may be entitled under the terms of any applicable employee benefit plan, program or arrangement.
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As a full-time employee of the Company, Mr. Marks will be eligible to participate in all of the Company’s benefit programs.
Family Relationships
Mr. Marks does not have a family relationship with any of the current officers or directors of the Company.
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 Engagement Agreement, and such description is qualified in its entirety by reference to the full text of the Engagement Agreement, which will be filed as an exhibit to the Company’s Form 10-K for the year ending June 30, 2020.
Item 8.01 Other Events.
On June 11, 2020, the Company issued a press release announcing the Appointment. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 99.1 | Press Release dated June 11, 2020. |
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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: June 16, 2020 | By: | /s/ Grant Johnson |
| Grant Johnson Chief Executive Officer | ||
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Exhibit 99.1
Esports Entertainment Group Appoints Two Argyll Executives to Senior Leadership Positions
Jun 11, 2020
BIRKIRKARA,
Malta, June 11, 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, is pleased to announce the appointment of
Argyll Entertainment senior executives Stuart Tilly and Dan Marks as its Corporate Secretary and Chief Financial Officer, respectively.
“We’re excited to officially welcome Stuart and Dan to the Esports Entertainment team,” said Grant Johnson,
CEO. “As CEO and CFO of Argyll Entertainment, they have proven their ability to execute in our industry, growing the business
from start-up to $12 million in revenue annually in just a few short years. As we continue to ramp the Vie.gg platform this experience
will be invaluable.”
Stuart is the Co-Founder and CEO of Argyll Entertainment, the UKGC licensed operator of SportNation.bet, operating exclusively
in the UK and Ireland since August 2017. Stuart is a practising UK solicitor, having trained and qualified at international Magic
Circle law firm, Allen & Overy. Having held in-house legal roles with various blue-chip gaming companies since 2005, Stuart
established the iGaming Counsel in 2012, a legal, regulatory and commercial advisory service for the gaming industry. Additionally,
Stuart was the founder of FLIP Sports, a social fantasy mobile games developer providing real-time second screen gaming experiences
for live sport and was a co-founder of the International Social Games Association.
Dan has spent 18 years in financial and operational leadership roles, predominantly in corporate banking, as COO for the UK Coverage
team at Barclays in London and as CFO for US Large Corporates and MMEs at HSBC in New York. Dan entered the gaming industry in
2016, when he became CFO of Argyll Entertainment.
“I am delighted to be joining Esports Entertainment at such an exciting time, after becoming the first online e-sports betting
company to list on NASDAQ. I look forward to working with the strong leadership team and assisting the Company in achieving its
strategic and financial goals,’’ commented Marks.
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Tilly
added, “Esports Entertainment is ideally positioned to capitalize on a wealth of opportunities as growth in the esports
industry continues to gain momentum. I am excited to be part of the team and look forward to my role in building a leading global
brand.”
ABOUT ESPORTS ENTERTAINMENT GROUP
Esports Entertainment Group, Inc. is a licensed online gambling company with a specific focus on esports wagering and 18+
gaming. The Company holds a license to conduct online gambling and 18+ gaming on a global basis in Malta and Curacao, Kingdom
of the Netherlands and is able to accept wagers from over 149 jurisdictions including Canada, Japan, Germany and South Africa.
Esports Entertainment offers fantasy, pools, fixed odds and exchange style wagering on esports events in a licensed, regulated
and secure platform to the global esports audience at vie.gg. In addition, Esports Entertainment intends to offer users from around
the world the ability to participate in multi-player 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 maintains offices in 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 & Investor Relations Inquiries
AGORACOM
ESPO@agoracom.com
http://agoracom.com/ir/eSportsEntertainmentGroup
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