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): June 3, 2020
ESPORTS ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-39262 | 26-3062752 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
170 Pater House, Psaila Street
Birkirkara, Malta, BKR 9077
(Address of principal executive offices)
356 2757 7000
(Registrant’s telephone number, including area code)
(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement 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 Stock | GMBL | The Nasdaq Stock Market LLC | ||
| Common Stock Purchase Warrants | GMBLW | The 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2020, the Board of Directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”), appointed Mr. Damian Mathews as a member of the Board and Chairman of the Audit Committee (the “Appointment”). In connection with the Appointment, Mr. David Watt. will step down as the Chairman of the Audit Committee but will continue to serve as one of its members. Below is a description of Mr. Mathews’ professional work experience.
Damian Mathews, Age 48 Director and Chairman of the Audit Committee
Mr. Mathews combines over 25 years of experience in senior finance positions within investment management, banking and accounting. Previously, he had been involved with the Qatar and Abu Dhabi Investment Company (a sovereign wealth fund owned investment company) as Chief Financial Officer 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 the finance industry makes him ideally qualified to help lead the Company towards continued growth.
Family Relationships
Mr. Mathews does not have a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. Mathews reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
In connection with the Appointment, the Company and Mr. Mathews entered into a director agreement (the “Director Agreement”) whereby as compensation for each year of services, Mr. Mathews will be entitled to receive: (i) cash compensation of $20,000, paid on a quarterly basis; (ii) 4,000 shares of restricted common stock of the Company, par value $0.001 per share (the “Common Stock”), issued on a quarterly basis; and (iii) 20,000 options to purchase shares of Common Stock, vesting on a quarterly basis, with an exercise price per share that equals 110% of the Common Stock price on the date of grant.
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 Director Agreement, and such description is qualified in its entirety by reference to the full text of the Director Agreement, which will be filed as an exhibit to the Company’s Form 10-K for the year ending June 30, 2020.
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Item 8.01 Other Events.
On June 4, 2020, the Company issued a press release with regards to Mr. Mathews’ appointment to the Board. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 4, 2020. |
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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: June 5, 2020 | By: | /s/ Grant Johnson |
| Grant Johnson Chief Executive Officer | ||
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Exhibit 99.1
Esports Entertainment Group Appoints
Damian Mathews
as Chairman of Audit Committee
Jun 4, 2020
BIRKIRKARA, Malta, June 04, 2020 (GLOBE NEWSWIRE) — Esports Entertainment Group, Inc. (NasdaqCM: GMBL, GMBLW) (or the “Company”), a licensed online gambling company with a focus on esports wagering and 18+ gaming, appointed Damian Mathews, who was elected to the Company’s Board of Directors on June 3, 2020, as Chairman of its Audit Committee.
Mathews, who served as Chief Financial Officer of the Qatar and Abu Dhabi Investment Company, brings more than 25 years of experience to his role at Esports Entertainment Group. Previously, Mathews was a Director at NZ Pacific Investments Ltd and held senior finance positions with Commonwealth Bank of Australia Group, ABN AMRO, Royal Bank of Scotland, and Credit Suisse First Boston. Mathews began his career at KPMG in London where he qualified as a chartered accountant after earning a Bachelor of Science in economics and politics from the University of Bristol.
“We are excited to welcome Damian to our team at this important point in Esports Entertainment’s continued evolution,” commented Grant Johnson, CEO of Esports Entertainment Group. “His wealth of experience in finance, garnered over the last 25 years at major financial institutions, will provide immeasurable benefit as we scale operations and grow our institutional shareholder base.”
Mathews stated, “I am delighted to be joining the Board of Esports Entertainment Group at such a pivotal and exciting time in the company’s development. Following the NASDAQ listing the company is in a great position to build out and expand its platform and service offerings across international markets. As a Board member and Chair of the Audit Committee I look forward to providing leadership, support and oversight to the talented team at Esports Entertainment Group.”
ABOUT ESPORTS ENTERTAINMENT GROUP
Esports Entertainment Group, Inc. is a licensed online gambling company with a specific focus on esports wagering and 18+ gaming. Esports Entertainment offers fantasy, pools, fixed odds and exchange style wagering on esports events in a licensed, regulated and secure platform to the global esports audience at vie.gg. In addition, Esports Entertainment intends to offer users from around the world the ability to participate in multi-player mobile and PC video game tournaments for cash prizes. Esports Entertainment is led by a team of industry professionals and technical experts from the online gambling and the video game industries, and esports. The Company holds a license to conduct online gambling and 18+ gaming on a global basis in Curacao, Kingdom of the Netherlands. The Company maintains offices in Malta. For more information visit www.esportsentertainmentgroup.com
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FORWARD-LOOKING STATEMENTS
The information contained herein includes forward-looking statements. These statements relate to future events or to our 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. 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. 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. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of the Act.
Contact:
U.S. Investor Relations
RedChip Companies, Inc.
Dave Gentry
407-491-4498
dave@redchip.com
Media & Investor Relations Inquiries
AGORACOM
ESPO@agoracom.com
http://agoracom.com/ir/eSportsEntertainmentGroup
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