8-K - GMBL - Equibles

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): December 6, 2022

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

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. ☐

Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 6, 2022, Esports Entertainment Group, Inc. (the “Company”) received a notice from The Nasdaq Stock Market LLC notifying the Company that it has not regained compliance with Listing Rule 5550(b)(2) (the “Rule”) requiring the Company to maintain a Market Value of Listed Securities at a minimum of $35 million. On November 17, 2022, in a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company presented on its plan to comply with the Rule 5550(b)(2) or alternative criteria. On November 30, 2022, the Panel granted the Company an exception until March 31, 2023 to demonstrate compliance with all applicable listing standards, including several interim conditions.

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.

Exhibit<br><br> <br>Number	Exhibit Description
104	Cover<br> 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: December 12, 2022

ESPORTS ENTERTAINMENT GROUP, INC.
By:	/s/ Damian Mathews
Name:	Damian<br> Mathews