8-K - GMBL - Equibles

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

Dateof Report (Date of earliest event reported): October 31, 2022

ESPORTS

ENTERTAINMENT GROUP, INC.

(Exact name of Registrant as specified in its charter)

Nevada	001-39262	26-3062752
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

Block6, Triq Paceville

St.Julians

, STJ 3109

Malta

(Addressof principal executive offices, including zip code)

356

2757 7000

(Registrant’stelephone 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<br> communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> Stock	GMBL	The<br> Nasdaq Stock Market LLC
Common<br> Stock Purchase Warrants	GMBLW	The<br> Nasdaq Stock Market LLC
10.0%<br> Series A Cumulative Redeemable Convertible Preferred Stock	GMBLP	The<br> Nasdaq Stock Market LLC
Common<br> Stock Purchase Warrants	GMBLZ	The<br> 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. ☐

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On October 31, 2022, John Brackens resigned from his position as a Director of Esports Entertainment Group, Inc. (the “Company”), effective immediately. Mr. Brackens resigned from the Board of Directors (the “Board”) to ensure the Company would remain in compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of the board of directors to be comprised of Independent Directors, following the resignation of Kaitesi Munroe on October 17, 2022. Mr. Brackens did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company has commenced a search for a new director to meet the requirements as an Independent Director as a replacement for Ms. Munroe. Following the Company identifying an Independent Director replacement for Ms. Munroe, the Nominating and Corporate Governance Committee of the Board intends to evaluate the reappointment of Mr. Brackens to the Board.

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:	November<br> 2, 2022	By:	/s/ Grant Johnson
			Grant<br> Johnson
			Chief<br> Executive Officer