8-K

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 Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2021

ESPORTS

ENTERTAINMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

Block6, Triq Paceville

St.Julians, ### STJ 3109

Malta

(Address of Principal Executive Offices)

356

2713 1276

Registrant’s

telephone number, including area code

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders.

On December 20, 2021, Esports Entertainment Group, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). Greater than 50% of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy thereby constituting a quorum.

The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth in the table below. With respect to the election of Grant Johnson, Daniel Marks, Damian Mathews, Chul Woong Lim, Alan Alden, Warwick Bartlett, Mark Nielsen and Stuart Tilly as directors to each serve a one-year term on the Board of Directors of the Company (the “Board”) and until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite his name.

On the basis of the above votes, (i) Grant Johnson, Daniel Marks, Damian Mathews, Chul Woong Lim, Alan Alden, Warwick Bartlett, Mark Nielsen and Stuart Tilly were elected as members of the Board; (ii) the proposal to approve, in a non-binding advisory vote, the compensation of the Named Executive Officers was approved; (iii) the proposal to approve, in a non-binding advisory vote, of 1 year as the frequency of future advisory votes to approve the compensation of the Names Executive Officers was approved; (iv) the proposal to ratify the selection of Friedman LLP, as the Company’s independent registered public accountant for the fiscal year ending June 30, 2022 was approved; and (v) the proposal to approve the potential issuance of an excess of 19.99% of the Company’s outstanding Common Stock upon the conversion of an outstanding Convertible Note was not approved.

“Named Executive Officers” refers to the Company’s Chief Executive Officer, Chief Technology Officer, Chief Financial Officer and Chief Legal Officer.

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.