8-K
ESPORTS ENTERTAINMENT GROUP, INC. (GMBL)
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): May 27, 2023
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-39262 | 26-3062752 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> 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)
NotApplicable
(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<br> communications 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 (§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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
Appointmentof Damian Mathews to Chief Operating Officer
On May 27, 2023, the Board of Directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”) appointed Damian Mathews, a current member of the Board, to serve as the Company’s Chief Operating Officer (the “Appointment”), effective May 29, 2023 (the “Effective Date”).
DamianMathews, 51, COO
Mr. Mathews has been a member of the Company’s Board of Directors since June 2020. Mr. Mathews was previously the Chief Financial Officer of the Company since April 2022, adding the role of Chief Operating Officer in June 2022. Mr. Mathews also served as Audit Committee Chair from June 2020 to April 2022. Mr. Mathews combines over 25 years of experience in senior operations and finance positions within investment management, banking and accounting. Prior to joining the Company, Mr. Mathews held the position of Group Chief Operating Officer for Auckland Real Estate until March 2022. Mr. Mathews also served as Chief Financial Officer for the Qatar and Abu Dhabi Investment Company (a sovereign wealth fund owned investment company) from 2014 to 2020. From 2012 to 2014 he was a Director of his own consultancy business, NZ Pacific Investments, in New Zealand. From 2009 to 2012 he held senior management positions including General Manager Finance (New Zealand); Head of Finance and Operations Americas (United States); and Head of Change Management (Australia) at Commonwealth Bank of Australia Group. From 2007 to 2008 Damian was a Director in Product Control at ABN Amro bank in London. From 2002 to 2006 he held various senior financial controller positions at Royal Bank of Scotland Group in London. From 1998 to 2002 he was an Assistant Vice President at Credit Suisse First Boston investment bank in London and the Bahamas. From 1994 to 1998, he was an Assistant Manager at KPMG accountants in London. He has a joint honors undergraduate degree in Economics and Politics from the University of Bristol in the United Kingdom and is a fellow of the Institute of Chartered Accountants in England and Wales.
The Board believes that Mr. Mathews’ experience in global business operations and the gaming industry makes him ideally qualified to help lead the Company towards continued growth and success.
CompensatoryArrangements
In connection with the Appointment, the Company and Deel, Inc. entered into that certain master services agreement (the “Master Services Agreement”) whereby Mr. Mathews was hired to serve as a consultant to the Company, effective May 29, 2023.
The Master Services Agreement is for one year and may be terminated with or without cause, provided that, on such first anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Master Services Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of intent not to extend the term of the Master Services Agreement at least 90 days prior to the Renewal Date.
Pursuant to the Master Services Agreement, Mr. Mathews will receive an annual base salary of $280,000. Mr. Mathews shall be eligible to earn a performance bonus in such amount, if any, as determined in the sole discretion of the Board and will be eligible to participate in all of the Company’s benefit programs.
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 Master Services Agreement, and such description is qualified in its entirety by reference to the full text of the Master Services Agreement, which will be filed as an exhibit to the Company’s Form 10-K for the year ending June 30, 2023.
Item8.01 Other Events.
On May 31, 2023, the Company issued a press release announcing the appointment of Mr. Mathews as Chief Operating Officer. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item9.01. Exhibits.
(d)Exhibits
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Press release, dated May 31, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 31, 2023
| ESPORTS ENTERTAINMENT GROUP, INC. | |
|---|---|
| By: | /s/ Alex Igelman |
| Name: | Alex<br> Igelman |
Exhibit99.1
EsportsEntertainment Group Announces Appointment
ofDamian Mathews as Chief Operating Officer
Julians,Malta–May 31, 2023–Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLP) (NASDAQ: GMBLW) (NASDAQ: GMBLZ) (“EsportsEntertainment” or the “Company”), a leading, global iGaming Company and business-to-business (B2B) esports content and solutions provider, today announced the appointment of Damian Mathews as its new Chief Operating Officer. Mr. Mathews currently serves as a member of the Company’s board of directors, a position he has held since June 2020.
“I am delighted to announce that Damian Mathews has agreed to rejoin the senior management team as Chief Operating Officer of Esports Entertainment Group,” commented Alex Igelman Chief Executive Officer of Esports Entertainment Group. “Damian previously served as Chief Financial Officer from April 2022 and was subsequently appointed Chief Operating Officer in June 2022, until his resignation from these roles in December 2022. Despite his departure, he continued to serve as a dedicated member of the board where he felt he could have the greatest impact. In his prior, albeit short tenure as COO/CFO, he played an integral role in streamlining the Company’s operations and advocating for critical changes within the organization. Importantly, his decision to rejoin the team reflects his complete alignment with the new direction of the Company and the promising future of the esports industry. Moreover, he has the full support of the board, which believes his experience in global business operations and the gaming industry makes him ideally qualified to help lead the Company in our next phase of growth, with a laser focus on profitability and driving shareholder value.”
Mr. Mathews commented, “I am excited to return to the executive team at Esports Entertainment Group. Since leaving my position as the Company’s CFO/COO in December, and in my ongoing role as a member of the Company’s Board, I have witnessed firsthand the dramatic turnaround, led by Alex, in just a few short months since he joined the Company. I could not be more confident in the new leadership and direction of the Company and look forward to playing a key role in driving the financial and operational success of the Company. The esports and iGaming industries are experiencing rapid growth and I truly believe Esports Entertainment Group is now ideally positioned with the right assets at the right time, with the right leadership and business model to establish a dominant position in this rapidly emerging market.”
Mr. Mathews brings over 25 years of experience in senior finance positions within investment management, banking and accounting. Previously, Mr. Mathews served as Group Chief Operating Officer for Auckland Real Estate. He also served as CFO of the Qatar and Abu Dhabi Investment Company (a sovereign wealth fund owned investment company) from 2014 to 2020 and as Director of his own consultancy, NZ Pacific Investments, from 2012 to 2014. He has also held senior management positions at Commonwealth Bank of Australia Group, including General Manager Finance (New Zealand); Head of Finance and Operations Americas (United States); and Head of Change Management (Australia). He also served as a Director in Product Control at ABN Amro bank in London, and held various senior financial controller positions at Royal Bank of Scotland Group in London. Earlier in his career, he served as an Assistant Vice President at Credit Suisse First Boston investment bank in London and the Bahamas, as well an Assistant Manager at KPMG in London. Mr. Mathews holds a joint honors undergraduate degree in Economics and Politics from the University of Bristol in the UK and is a fellow of the Institute of Chartered Accountants in England and Wales.
AboutEsports Entertainment Group
Esports Entertainment Group is a leading, global MGA-licensed, “esports-first” iGaming B2C operator and a US-focused B2B aggregator and supplier of esports solutions and e-simulator content. The Company owns and operates the world’s leading esport venue management system, currently deployed in 810 global locations, including more than 100 colleges and universities. The Company’s strategy is to capitalize on the multi-billion-dollar market for esports and esports wagering by leveraging its leading position in the industry. The Company is also targeting the rapidly growing market for e-simulator content, which features competitive, short-cycle head-to-head leagues that are optimized for betting. In addition to its plans to distribute esports content, the Company currently provides B2C-focused wagering through its MGA-licensed suite of brands. For additional information about the Company, please visit www.esportsentertainmentgroup.com.
Forward-LookingStatements
The information contained herein includes forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These statements relate to future events or to our strategies, targeted markets, and 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, including, the ability to complete the transactions contemplated by the Securities Purchase Agreement, effectuate debt for equity exchanges, the conversion prices, and the timing and other terms of such exchanges. 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. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and those discussed in other documents we file with the SEC, including our ability to regain compliance with Nasdaq Listing Rules and stay listed on Nasdaq, our significant indebtedness, our obligations under our Senior Convertible Note, and our ability to continue as a going concern. 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, unless required by law. The safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of such Act.
Contact:
Crescendo Communications, LLC
Tel: (212) 671-1021
Email: GMBL@crescendo-ir.com