10-K/A - GMBL - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM10-K/A

(Mark One)

☒ ANNUALREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2021

☐ TRANSITIONREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to____________

Commission File Number: 000-55954

ESPORTS ENTERTAINMENT GROUP, INC
(Exact<br> name of registrant as specified in its charter)
Nevada	26-3062752
---	---
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>identification<br> No.)
Block<br> 6, Triq Paceville<br><br> <br>St.<br> Julians, Malta, STJ 3109	89109
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code (268) 562-9111

Securities registered under Section 12(b) of the Exchange 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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☒	Smaller<br> reporting company ☒
	Emerging<br> growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was $63,602,362 based on the closing price reported for such date on the Nasdaq Capital Markets. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

As of October 11, 2021, there were 21,985,172 shares of common stock, par value $0.001 issued and outstanding.

ExplanatoryNote

Esports Entertainment Group, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the year ended June 30, 2021, as filed on October 13, 2021 (the “Original Form 10-K”) with the Securities and Exchange Commission (the “SEC”). The purpose of this Amendment is to file Exhibits 23.1 and 23.2, Consents of Independent Registered Public Accounting Firm which includes the consent to the incorporation by reference of Friedman LLP’s report dated October 13, 2021, with respect to the consolidated financial statements for the year ended June 30, 2021 and Rosenberg Rich Baker Berman P.A. report October 1, 2020 with respect to the consolidated financial statements for the year ended June 30, 2020 both appearing in the Annual Report on Form 10-K of the Company for the year ended June 30, 2021 into registration statements on Form S-8, S-3, and S-3, file numbers, 333-250970, 333-258822, and No. 333-252370, respectively which consents were inadvertently omitted from the original Form 10-K.

Except as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. The Original Form 10-K continues to speak as of its original filing date. This Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures in the Original Form 10-K.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.

PartIV

Item15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this report:

Incorporated by Reference
Exhibit<br> No.	Exhibit<br> Description	Form	File<br> No.	Exhibit	Filing<br> Date	Filed<br> Herewith
23.1	Consent of Friedman LLP					*
23.2	Consent<br> of Rosenberg Rich Baker Berman P.A.					*
31.1	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*
31.2	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*
104	Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)					*

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	Esports Entertainment Group, Inc.
Date:<br> October 22, 2021		/s/ Grant Johnson
	Name:	Grant<br> Johnson
	Title:	Chief<br> Executive Officer and President

Exhibit23.1

CONSENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-258822 and 333-252370) and Form S-8 (No. 333-250970) of our report dated October 13, 2021, related to the consolidated financial statements of Esports Entertainment Group, Inc. (the “Company”) as of June 30, 2021, and for the year then ended included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021.

/s/Friedman LLP

Marlton, New Jersey

October 22, 2021

Exhibit23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-258822 and 333-252370) and Form S-8 (No. 333-250970) of our report dated October 1, 2020, related to the consolidated financial statements of Esports Entertainment Group, Inc. (the “Company”) as of June 30, 2020, and for the year then ended, which report was included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021.

/s/Rosenberg Rich Baker Berman P.A.

Somerset, New Jersey

October 22, 2021

Exhibit31.1

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 302 OF

THESARBANES-OXLEY ACT OF 2002

I, Grant Johnson, certify that:

1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Esports Entertainment Group, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

October<br> 22, 2021	/s/ Grant Johnson
	Grant<br> Johnson
	Chief<br> Executive Officer and President
	(Principal<br> Executive Officer)

Exhibit31.2

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 302 OF

THESARBANES-OXLEY ACT OF 2002

I, Daniel Marks, certify that:

1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Esports Entertainment Group, Inc.; and

October<br> 22, 2021	/s/ Daniel Marks
	Daniel<br> Marks
	Chief<br> Financial Officer
	(Principal Accounting Officer and Principal Financial<br>Officer)