10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 001-39262

ESPORTS ENTERTAINMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-39262	26-3062752
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Block 6, Triq Paceville

St. Julians, Malta, STJ 3109

(Address of principal executive offices)

356 2713 1276

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered Symbol(s)
Common Stock	GMBL	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	GMBLW	The Nasdaq Stock Market LLC
10.0% Series A Cumulative Redeemable Convertible Preferred Stock	GMBLP	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	GMBLZ	The Nasdaq Stock Market LLC

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 accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging 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 Exchange Act). Yes ☐ No ☒

As of May 20, 2022, there were 40,922,944 shares of common stock, par value $0.001 issued and outstanding.

ESPORTS ENTERTAINMENT GROUP, INC.

Quarterly Report on Form 10-Q

For the Quarter ended March 31, 2022

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2022 and June 30, 2021	1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2022 and 2021	2
Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended March 31, 2022 and 2021	3
Condensed Consolidated Statements of Changes in 10% Series A Cumulative Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) For the Three and Nine Months Ended March 31, 2022 and 2021	4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2022 and 2021	5
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures about Market Risk	42
Item 4. Controls and Procedures	42
PART II: OTHER INFORMATION
Item 1. Legal Proceedings	43
Item 1A. Risk Factors	43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3. Defaults Upon Senior Securities	44
Item 4. Mine Safety Disclosures	44
Item 5. Other Information	44
Item 6. Exhibits	44
Signatures	45

i

Esports Entertainment Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31, 2022			June 30, 2021
ASSETS
Current assets
Cash	$	9,404,637		$	19,917,196
Restricted cash		2,968,183			3,443,172
Accounts receivable, net		374,435			136,681
Receivables reserved for users		1,329,709			2,290,105
Other receivables		1,339,497			658,745
Prepaid expenses and other current assets		1,727,567			3,264,344
Total current assets		17,144,028			29,710,243
Equipment, net		136,612			726,942
Operating lease right-of-use asset		221,332			1,272,920
Intangible assets, net		37,835,275			45,772,555
Goodwill		28,118,967			40,937,370
Other non-current assets		2,217,660			1,315,009
TOTAL ASSETS	$	85,673,874		$	119,735,039
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	12,973,020		$	8,458,689
Liabilities to customers		3,932,287			3,057,942
Deferred revenue		580,004			22,110
Senior convertible note		35,000,000			-
Derivative liability		20,573,051			-
Current portion of notes payable and other long-term debt		258,385			223,217
Operating lease liability – current		585,786			414,215
Contingent consideration – current		2,436,591			-
Total current liabilities		76,339,124			12,176,173
Senior convertible note, net of unamortized discount		-			6,302,504
Notes payable and other long-term debt		112,425			221,300
Warrant liability		4,411,580			23,500,000
Deferred income taxes		-			1,870,861
Operating lease liability – non-current		1,120,225			878,809
Contingent consideration – non-current		1,296,385			-
Total liabilities		83,279,739			44,949,647
Commitments and contingencies (Note 13)
Mezzanine equity:
10% Series A cumulative redeemable convertible preferred stock, $0.001 par value, 1,725,000 authorized, 835,950 shares issued and outstanding, aggregate liquidation preference $9,195,450 at March 31, 2022		7,707,543			-
Stockholders’ equity (deficit)
Preferred stock $0.001 par value; 10,000,000 shares authorized		-			-
Common stock $0.001 par value; 500,000,000 shares authorized, 40,722,944 and 21,896,145 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively		40,723			21,896
Additional paid-in capital		144,528,035			122,341,002
Accumulated deficit		(145,364,841	)		(46,908,336	)
Accumulated other comprehensive loss		(4,517,325	)		(669,170	)
Total stockholders’ equity (deficit)		(5,313,408	)		74,785,392
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	85,673,874		$	119,735,039

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

Esports Entertainment Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2022			2021			2022			2021
Net revenue	$	15,699,587		$	5,398,708		$	46,638,925		$	7,983,293
Operating costs and expenses:
Cost of revenue		6,282,445			2,321,620			19,248,877			4,249,889
Sales and marketing		7,074,414			2,399,200			21,332,423			4,891,688
General and administrative		14,339,615			6,291,388			38,685,937			14,082,111
Asset impairment charges		38,629,310			-			38,629,310			-
Total operating expenses		66,325,784			11,012,208			117,896,547			23,223,688
Operating loss		50,626,197			5,613,500			71,257,622			15,240,395
Other income (expense):
Interest expense		(611,021	)		-			(5,368,933	)		-
Loss on conversion of senior convertible note		-			-			(5,999,662	)		-
Loss on extinguishment of senior convertible note		-			-			(28,478,804	)		-
Change in fair value of derivative liability on Senior Convertible Note		(20,573,051)			-			(22,055,672	)		-
Change in fair value of warrant liability		8,181,398			(5,358,313	)		28,641,920			(4,729,924	)
Change in fair value of contingent consideration		99,247			(1,305,804	)		1,950,693			(1,305,804	)
Other non-operating income (loss)		(39,440	)		(165,463	)		(1,391,855	)		(265,487	)
Total other income (expense), net		(12,942,867	)		(6,829,580	)		(32,702,313	)		(6,301,215	)
Loss before income taxes		63,569,064			12,443,080			103,959,935			21,541,610
Income tax benefit (expense)		(431	)		-			5,503,430			-
Net loss	$	63,569,495		$	12,443,080		$	98,456,505		$	21,541,610
Dividend on 10% Series A cumulative redeemable convertible preferred stock		(200,628	)		-			(300,942	)		-
Accretion of 10% Series A cumulative redeemable convertible preferred stock to redemption value		(73,136	)		-			(108,209	)		-
Net loss attributable to common stockholders	$	63,843,259		$	12,443,080		$	98,865,656		$	21,541,610
Net loss per common share:
Basic and diluted loss per common share	$	(2.11	)	$	(0.73	)	$	(3.97	)	$	(1.54	)
Weighted average number of common shares outstanding, basic and diluted		30,308,685			16,950,275			24,874,910			13,974,197

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

Esports Entertainment Group, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

	Three Months Ended March 31,				Nine Months Ended March 31,
	2022		2021		2022		2021
Net loss	$	63,569,495	$	12,443,080	$	98,456,505	$	21,541,610
Other comprehensive loss:
Foreign currency translation loss		1,631,630		892,953		3,848,155		955,702
Total comprehensive loss	$	65,201,125	$	13,336,033	$	102,304,660	$	22,497,312

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

Esports Entertainment Group, Inc.

Condensed Consolidated Statements of Changes in 10% Series A Cumulative Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

For the Three and Nine Months Ended March 31, 2022 and 2021

(Unaudited)

	10% Series A Cumulative Redeemable														Accumulated			Total
	Convertible Preferred Stock				Common Stock				Additional paid-in			Accumulated			other comprehensive			Stockholders’ Equity
	Shares		Amount		Shares		Amount		capital			Deficit			loss			(Deficit)
Balance as at July 1, 2021		-	$	-		21,896,145	$	21,896	$	122,341,002		$	(46,908,336	)	$	(669,170	)	$	74,785,392
Common stock issued upon the exercise of stock options		-		-		8,500		8		40,961			-			-			40,969
Common stock issued for services		-		-		78,527		79		574,220			-			-			574,299
Stock based compensation		-		-		-		-		308,073			-			-			308,073
Foreign exchange translation		-		-		-		-		-			-			(1,424,986	)		(1,424,986	)
Net loss		-		-		-		-		-			(552,381	)		-			(552,381	)
Balance as at September 30, 2021		-	$	-		21,983,172	$	21,983	$	123,264,256		$	(47,460,717	)	$	(2,094,156	)	$	73,731,366
Proceeds from issuance of 10% Series A cumulative redeemable convertible preferred stock		835,950		7,599,334		-		-		-			-			-			-
Accretion of redemption value and issuance costs		-		35,073		-		-		(35,073	)		-			-			(35,073	)
10% Series A cumulative redeemable convertible preferred stock cash dividend		-		-		-		-		(100,314	)		-			-			(100,314	)
Conversion of senior convertible note		-		-		1,701,841		1,702		8,241,752			-			-			8,243,454
Issuance of common stock under the ATM, net of issuance costs		-		-		375,813		376		1,538,843			-			-			1,539,219
Common stock issued upon the exercise of stock options		-		-		5,500		5		26,505			-			-			26,510
Common stock issued for services		-		-		4,000		4		(4	)		-			-			-
Stock based compensation		-		-		-		-		1,729,401			-			-			1,729,401
Foreign exchange translation		-		-		-		-		-			-			(791,539	)		(791,539	)
Net loss		-		-		-		-		-			(34,334,629	)		-			(34,334,629	)
Balance as at December 31, 2021		835,950	$	7,634,407		24,070,326	$	24,070	$	134,665,366		$	(81,795,346	)	$	(2,885,695	)	$	50,008,395
Accretion of redemption value and issuance costs		-		73,136		-		-		(73,136	)		-			-			(73,136	)
10% Series A cumulative redeemable convertible preferred stock cash dividend		-		-		-		-		(200,628	)		-			-			(200,628	)
Common stock and warrants issued in equity financing, net of issuance costs		-		-		15,000,000		15,000		4,036,500			-			-			4,051,500
Conversion of senior convertible note		-		-		812,618		813		2,408,381			-			-			2,409,194
Issuance of common stock under the ATM, net of issuance costs		-		-		790,000		790		2,345,100			-			-			2,345,890
Common stock issued for services		-		-		50,000		50		31,400			-			-			31,450
Stock based compensation		-		-		-		-		1,315,052			-			-			1,315,052
Foreign exchange translation		-		-		-		-		-			-			(1,631,630	)		(1,631,630	)
Net loss		-		-		-		-		-			(63,569,495	)		-			(63,569,495	)
Balance as at March 31, 2022		835,950	$	7,707,543		40,722,944	$	40,723	$	144,528,035		$	(145,364,841	)	$	(4,517,325	)	$	(5,313,408	)
Balance as at July 1, 2020		-	$	-		11,233,223	$	11,233	$	31,918,491		$	(20,535,602	)	$	-		$	11,394,122
Common stock issued upon the exercise of warrants		-		-		275,463		276		1,024,648			-			-			1,024,924
Common stock and warrants issued for LHE Enterprises Limited		-		-		650,000		650		3,801,850			-			-			3,802,500
Common stock issued for Flip Acquisition		-		-		93,808		94		499,906			-			-			500,000
Common stock issued for services		-		-		291,256		291		1,873,551			-			-			1,873,842
Stock based compensation		-		-		-		-		36,035			-			-			36,035
Foreign exchange translation		-		-		-		-		-			-			941			941
Net loss		-		-		-		-		-			(1,808,493	)		-			(1,808,493	)
Balance as at September 30, 2020		-	$	-		12,543,750	$	12,544	$	39,154,481		$	(22,344,095	)	$	941		$	16,823,871
Common stock issued upon the exercise of warrants		-		-		844,408		844		3,232,274			-			-			3,233,118
Common stock issued for services		-		-		191,736		192		982,579			-			-			982,771
Stock based compensation		-		-		-		-		296,148			-			-			296,148
Foreign exchange translation		-		-		-		-		-			-			(63,690	)		(63,690	)
Net loss		-		-		-		-		-			(7,290,037	)		-			(7,290,037	)
Balance as at December 31, 2020		-	$	-		13,579,894	$	13,580	$	43,665,482		$	(29,634,132	)	$	(62,749	)	$	13,982,181
Common stock issued in equity financing, net of issuance costs		-		-		2,000,000		2,000		27,338,000			-			-			27,340,000
Stock issued for EGL Acquisition		-		-		292,511		293		2,193,540			-			-			2,193,833
Stock issued for FLIP Acquisition		-		-		93,808		94		1,717,527			-			-			1,717,621
Common stock issued upon the exercise of options and warrants		-		-		4,154,522		4,155		28,724,385			-			-			28,728,540
Common stock issued for services		-		-		46,005		45		433,912			-			-			433,957
Stock based compensation		-		-						345,006			-			-			345,006
Foreign exchange translation		-		-		-		-		-			-			(892,953	)		(892,953	)
Net loss		-		-		-		-		-			(12,443,080	)		-			(12,443,080	)
Balance as at March 31, 2021		-	$	-		20,166,740	$	20,167	$	104,417,852		$	(42,077,212	)	$	(955,702	)	$	61,405,105

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

Esports Entertainment Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended March 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(98,456,505	)	$	(21,541,610	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		9,555,184			1,592,487
Asset impairment charges		38,629,310			-
Right-of-use asset amortization		471,007			94,674
Stock-based compensation		3,958,275			3,055,118
Deferred income taxes		(5,503,861	)		-
Loss on conversion of senior convertible note		5,999,662			-
Loss on extinguishment of senior convertible note		28,478,804			-
Amortization of debt discount		3,389,055			-
Change in fair value of warrant liability		(28,641,920	)		4,729,924
Change in fair value of contingent consideration		(1,950,693	)		1,305,804
Change in fair value of derivative liability		22,055,672			-
Other non-cash charge, net		-			(64,023	)
Changes in operating assets and liabilities:
Accounts receivable		(198,876	)		(9,687	)
Receivables reserved for users		1,238,509			(1,475,776	)
Other receivables		(764,685	)		(344,856	)
Prepaid expenses and other current assets		1,490,618			(702,448	)
Other non-current assets		144,996			(79,610	)
Accounts payable and accrued expenses		4,874,643			1,508,583
Liabilities to customers		697,334			822,020
Deferred revenue		557,894			48,227
Operating lease liability		(125,206	)		(40,423	)
Other, net		-			(1,314	)
Net cash used in operating activities		(14,100,783	)		(11,102,910	)
Cash flows from investing activities:
Cash consideration paid for Bethard acquisition, net of cash acquired		(20,067,871	)		-
Cash consideration paid for Lucky Dino, net of cash acquired		-			(28,930,540	)
Cash consideration paid for EGL, net of cash acquired		-			(477,351	)
Cash consideration paid for Argyll, net of cash acquired		-			(728,926	)
Cash consideration paid for FLIP		-			(100,000	)
Payments made in connection with loans receivable		-			(2,000,000	)
Purchase of intangible assets		(34,647	)		(698,187	)
Purchases of equipment		(86,670	)		(28,126	)
Net cash used in investing activities		(20,189,188	)		(32,963,130	)
Cash flows from financing activities:
Proceeds from equity financing, net of issuance costs		13,605,000			27,340,000
Proceeds from issuance of 10% Series A cumulative redeemable convertible preferred stock, net of issuance costs		7,599,334			-
Payment of dividends on 10% Series A cumulative redeemable convertible preferred stock		(300,942	)		-
Issuance of common stock under the ATM, net of issuance costs		3,885,109			-
Payment of Bethard contingent consideration		(1,016,331	)		-
Proceeds from exercise of stock options and warrants, net of issuance costs		67,479			25,506,582
Repayment of notes payable and finance leases		(157,810	)		(69,257	)
Net cash provided by financing activities		23,681,839			52,777,325
Effect of exchange rate on changes in cash and restricted cash		(379,416	)		(755,543	)
Net decrease in cash and restricted cash		(10,987,548	)		7,955,742
Cash and restricted cash, beginning of period		23,360,368			12,353,307
Cash and restricted cash, end of period	$	12,372,820		$	20,309,049

Reconciliation of cash and restricted cash to the unaudited condensed consolidated balance sheets:

	March 31, 2022		March 31, 2021
Cash	$	9,404,637	$	16,880,683
Restricted cash		2,968,183		3,428,366
	$	12,372,820	$	20,309,049

Reconciliation of cash and restricted cash to the unaudited condensed consolidated balance sheets:

	June 30, 2021		June 30, 2020
Cash	$	19,917,196	$	12,353,307
Restricted cash		3,443,172		-
	$	23,360,368	$	12,353,307

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

Esports Entertainment Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	March 31, 2022		March 31, 2021
SUPPLEMENTAL CASH FLOW INFORMATION:
CASH PAID FOR:
Interest	$	1,734,291	$	-
Income taxes	$	431	$	-
SUPPLEMENTAL DISLCOSURE OF NON-CASH FINANCING ACTIVITIES:
Fair value of contingent consideration payable in cash and common stock for Bethard acquisition	$	6,700,000	$	-
Conversion of senior convertible notes to common stock	$	10,652,648	$	-
Accretion of 10% Series A cumulative redeemable convertible preferred stock	$	108,209	$	-
Right-of-use asset obtained in exchange for operating lease obligation	$	1,112,960	$	-
Finance lease asset obtained in exchange for financing lease obligation	$	96,018	$	-
Common stock issued for Argyll	$	-	$	3,802,500
Change in purchase price consideration related to warrant liability for Argyll acquisition	$	-	$	2,738,095
Settlement of Argyll acquisition warrant liability for common stock	$	-	$	7,480,000
Common stock issued for EGL	$	-	$	2,193,833
Contingent consideration payable for EGL	$	-	$	300,000
Common stock issued for FLIP acquisition at closing	$	-	$	411,817
Settlement of FLIP contingent consideration in common stock	$	-	$	500,000
Share settlement of liabilities to be settled in stock account	$	-	$	927,855

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

Esports Entertainment Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 – Nature of Operations

Esports Entertainment Group, Inc. (“Company” or “EEG”) was formed in the State of Nevada on July 22, 2008 under the name Virtual Closet, Inc., before changing its name to DK Sinopharma, Inc. on June 6, 2010 and then to, VGambling, Inc. on August 12, 2014. On or about April 24, 2017, VGambling, Inc. changed its name to Esports Entertainment Group, Inc.

The Company is a diversified operator of iGaming, traditional sports betting and esports businesses with a global footprint. The Company’s strategy is to build and acquire iGaming and traditional sports betting platforms and use them to grow the esports business whereby customers have access to game centers, online tournaments and player-versus-player wagering. On July 31, 2020, the Company commenced revenue generating operations with the acquisition of LHE Enterprises Limited, a holding company for Argyll Entertainment (“Argyll”), an online sportsbook and casino operator. On January 21, 2021, the Company completed its acquisition of Phoenix Games Network Limited, the holding company for the Esports Gaming League (“EGL”), and provider of event management and team services, including live and online events and tournaments. On March 1, 2021, the Company completed the acquisition of the operating assets and specified liabilities that comprise the online gaming operations of Lucky Dino Gaming Limited, a company registered in Malta, and Hiidenkivi Estonia OU, its wholly owned subsidiary registered in Estonia (collectively referred to as “Lucky Dino”). On June 1, 2021, the Company also acquired Helix Holdings, LLC (“Helix”) and ggCircuit, LLC (“GGC”). Helix is an owner and operator of esports centers that provide esports programming and gaming infrastructure and is also the owner of the EEG Labs, an analytics platform, and a proprietary player-versus-player wagering platform. GGC is a business-to-business software company that provides cloud-based management for gaming centers, a tournament platform and integrated wallet and point-of-sale solutions. On July 13, 2021, the Company completed its acquisition of the online casino and sports book business operating under the brand of Bethard (referred to herein as “Bethard”). Bethard’s business-to-consumer operations provides sportsbook, casino, live casino and fantasy sport betting services.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Pursuant to the rules and regulations of the SEC, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. The unaudited condensed consolidated financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the annual period ended June 30, 2021.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Reportable Segment

The Company determined it has one reportable segment. This determination considers the organizational structure of the Company and the nature of financial information available and reviewed by the chief operating decision maker to assess performance and make decisions about resource allocations.

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Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations or total assets, liabilities and stockholders’ equity (deficit).

Use of estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the valuation and recoverability of goodwill and intangible assets, the accounting for business combinations, including estimating contingent consideration and allocating purchase price, estimating fair value of intangible assets, estimating the useful life of fixed assets and intangible assets, as well as the estimates related to accruals and contingencies.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these unaudited condensed consolidated financial statements. One such factor considered by the Company is its compliance with certain debt covenants under terms of the Senior Convertible Note (the “Senior Convertible Note” or “New Note”). The Company has not maintained compliance with certain debt covenants and is currently in default under the terms of the Senior Convertible Note. On February 28, 2022 the Company exchanged the existing Senior Convertible Note (the “Old Senior Convertible Note”) with the New Note resulting in the increase of the principal outstanding balance of indebtedness from the carrying value of $29,150,001, as adjusted for the conversions of principal and Premium on Principal through February 22, 2022, to $35,000,000. The New Note is classified as a current liability on the unaudited condensed consolidated balance sheet as it may be redeemed by the holder prior to its maturity date. The Company has also recorded a derivative liability for the alternate conversion in the Senior Convertible Note of $20,573,051 in current liabilities on the unaudited condensed consolidated balance sheet that may be due to the holder as part of the make-whole liability under the default terms of the Senior Convertible Note. The cash liability calculated under the terms of the New Note of approximately $80,000,000 is materially higher than the fair value of the derivative liability of $20,573,051 calculated at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note.  However, there can be no guarantee that the Company will be able to reach an agreement to restructure the New Note. See Note 12 for additional information regarding the Old Senior Convertible Note and the New Note, and the potential effects on our business, financial condition, and results of operations.

In addition to compliance with debt covenants, the Company has considered historical losses and negative cash flows from operations in its evaluation of going concern. The Company has also considered its liquidity and future market and economic conditions as it relates to obtaining financing and generating future profits. On March 2, 2022 the Company closed an offering (the “March 2022 Offering”) in which it sold 15,000,000 units at $1.00 consisting of one share of common stock and one warrant for a total of 15,000,000 warrants with an exercise price of $1.00 (the “March 2022 Warrants”). The March 2022 Offering provided net cash proceeds of $13,605,000. As of March 31, 2022, the Company had $9,404,637 of available cash on-hand and net current liabilities of $59,195,096. The amount of available cash on hand on May 20, 2022, one business day preceding this filing, was $5,592,250.

The Company believes that its current level of cash and cash equivalents are not sufficient to fund its operations and obligations without additional financing. Although the Company has financing available, as further described below, the ability to raise financing using these sources is subject to several factors, including market and economic conditions, performance, and investor sentiment as it relates to the Company and the esports and iGaming industry. The combination of these conditions was determined to raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements.

In determining whether the Company can overcome the presumption of substantial doubt about its ability to continue as a going concern, the Company may consider the effects of any mitigating plans for additional sources of financing. The Company identified additional financing sources it believes are currently available to fund its operations and drive future growth that include (i) the potential proceeds from the exercise of the 15,000,000 March 2022 Warrants exercisable at $1.00, outstanding at March 31, 2022, (ii) the ability to access capital using the at-the-money (“ATM”) equity offering program available to the Company whereby the Company can sell shares to raise gross proceeds up to $20,000,000 (the Company has sold an aggregate of 1,165,813 shares through the ATM through May 20, 2022, one business day preceding this filing, for gross proceeds of $4,005,267 and had $15,994,733 of gross proceeds remaining under the ATM at May 20, 2022), (iii) the ability to sell shares of common stock of the Company through a shelf registration statement on Form S-3 (File No. 333-252370) declared effective by the Securities and Exchange Commission (SEC) on February 5, 2021, and (iv) the ability to raise additional financing from other sources. The Company is also in discussions with the Holder of the Senior Convertible Note to restructure the payment terms and debt covenants.

These above plans are likely to require the Company to place reliance on several factors, including favorable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

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COVID-19

The novel coronavirus (“COVID-19”) emerged in December 2019 and has since adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. The ongoing impacts of the COVID-19 pandemic has introduced material uncertainty and risk with respect to the Company and its performance, especially as it relates to in-person attendance at events and game centers.

The Company has previously indicated that a significant or prolonged decrease in consumer spending on entertainment or leisure activities may have an adverse effect on demand for the Company’s product offerings, including in-person access to game centers and tournaments, reducing cash flows and revenues, and thereby materially harming the Company’s business, financial condition and results of operations. During the three months ended March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted. As such, the Company recognized an impairment of long-lived assets held by its EGL, and Helix businesses and impairment of goodwill held by its EGL, GGC and Helix businesses. See Notes 6, 7 and 11 for discussion of the asset impairment charges.

The ultimate impact of the COVID-19 pandemic on other areas of the business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the continuing COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption and reduced operations. A materially disruptive resurgence of COVID-19 cases or the emergence of additional variants or strains of COVID-19 could cause other widespread or more severe impacts depending on where infection rates are highest. Any resulting financial impact cannot be reasonably estimated at this time but may have a material adverse impact on our business, financial condition and results of operations. The Company will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19.

Cash and Cash Equivalents

Cash includes cash on hand. Cash equivalents consist of highly liquid financial instruments purchased with an original maturity of three months or less. As of March 31, 2022 and June 30, 2021 the Company did not have any financial instruments classified as cash equivalents. At times, cash deposits inclusive of restricted cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Accounts are insured by the FDIC up to $250,000 per financial institution. There have been no losses recognized on cash balances held at these financial institutions.

Restricted Cash

Restricted cash includes cash reserves maintained for compliance with gaming regulations that require adequate liquidity to satisfy the Company’s liabilities to customers.

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Receivables Reserved for Users

User deposit receivables are stated at the amount the Company expects to collect from a payment processor. A user initiates a deposit with a payment processor, and the payment processor remits the deposit to the Company. The amount due from the payment processor is recorded as a receivable reserved for users on the unaudited condensed consolidated balance sheets. An allowance for doubtful accounts may be established if it is determined that the Company is unable to collect a receivable from a payment processor. An increase to the allowance for doubtful accounts is recognized as a loss within general and administrative expenses in the unaudited condensed consolidated statements of operations. The allowance for doubtful accounts is not material to the unaudited condensed consolidated financial statements.

Liabilities to Customers

The Company records liabilities to customers, also referred to as player liabilities, for the amounts that may be withdrawn by a player at a given time. The player liabilities include player deposits, bonuses or incentive awards and user winnings less withdrawals, tax withholdings and player losses. The Company maintains a restricted cash balance and player deposits held by third parties, recorded as receivables reserved for users on the unaudited condensed consolidated balance sheets, at levels equal to or exceeding its liabilities to customers.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting. The Company records the assets acquired, liabilities assumed and acquisition-related contingent consideration at fair value on the date of acquisition. The difference between the purchase price, including any contingent consideration, and the fair value of net assets acquired is recorded as goodwill. The Company may adjust the preliminary purchase price and purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances that impact the determination of fair value at the acquisition date. Any change in fair value of acquisition-related contingent consideration resulting from events after the acquisition date is recognized in earnings. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

Digital Assets

Digital assets are currently comprised of Ethereum cryptocurrency. The digital assets are included in current assets in the accompanying unaudited condensed consolidated balance sheets. The classification of digital assets as a current asset has been made after the Company’s consideration of the consistent daily trading volume on cryptocurrency exchange markets. There are no limitations or restrictions on the Company’s ability to sell digital assets, and the pattern of actual sales of digital assets by the Company. Digital assets purchased are recorded at cost and cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below.

Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital asset at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Impairment losses of the Company’s digital assets were not material to the unaudited condensed consolidated financial statements for the three or nine months ended March 31, 2022.

The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. The Company generally liquidates its digital assets position monthly, or more frequently depending upon the market conditions. The Company’s recognized realized gains through the sale and disbursement of digital assets during the three and nine months ended March 31, 2022 and 2021 was not material to the unaudited condensed consolidated financial statements. At March 31, 2022, the Company’s digital assets were not material to the unaudited condensed consolidated financial statements.

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Goodwill

Goodwill represents the excess of fair value of consideration paid for an acquired entity over the fair value of the assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but rather it is tested for impairment at the reporting unit level on an annual basis on April 1 for each fiscal year, or more often if events or changes in circumstances indicate that more likely than not the carrying amount of the asset may not be recoverable. A reporting unit represents an operating segment or a component of an operating segment. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss in accordance with Accounting Standards Update (“ASU”) No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. The Company utilizes a discounted cash flow analysis, referred to as an income approach, and uses internal and market multiples, to assess reasonableness of assumptions, to determine the estimated fair value of our reporting units. For the income approach, significant judgments and assumptions including anticipated revenue growth rates, discount rates, gross margins, operating expenses, working capital needs and capital expenditures are inherent in the fair value estimates, which are based on our operating and capital forecasts. As a result, actual results may differ from the estimates utilized in our income approach. The use of alternate judgments and/or assumptions could result in a fair value that differs from our estimate and could result in the recognition of additional impairment charges in the financial statements. As a test for reasonableness, the Company also considers the combined fair values of our reporting units to a reasonable market capitalization of the Company. The Company may elect not to perform the qualitative assessment for some or all reporting units and perform a quantitative impairment test.

During the three and nine months ended March 31, 2022, the Company recognized goodwill impairment charges of $23,119,755 reducing the goodwill of the Helix and EGL and GGC reporting units, (see Note 7 for additional information regarding the goodwill impairment, and the effects on our business, financial condition, and results of operations). There were no goodwill impairment charges recorded during the three and nine months ended March 31, 2021. Changes in economic, regulatory and operating conditions and the continuing impact of COVID-19 could result in additional goodwill impairment in future periods.

Intangible assets

Intangible assets with determinable lives consist of player relationships, developed technology and software, tradename and gaming licenses. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful lives of 5 years for player relationships and developed technology and software, 10 years for tradename and 2 years for gaming licenses. The Company also capitalizes internal-use software costs such as external consulting fees, payroll and payroll-related costs and stock-based compensation for employees in the Company’s development and information technology groups who are directly associated with, and who devote time to, the Company’s internal-use software projects. Capitalization begins when the planning stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are expensed as incurred. The Company also holds indefinite-lived intangible assets in the form of digital assets as discussed above.

Impairment of Long-Lived Assets

Equipment and other long-lived assets, including finite lived intangibles, are evaluated for impairment periodically or when events and circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation is required, an estimate of future undiscounted cash flows are determined through estimated disposition date of the asset. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value, considering external market participant assumptions. An estimation of future cash flows requires significant judgment as the Company makes assumptions about future results and market conditions. Since the determination of future cash flows is an estimate of future performance, there may be impairments recognized in future periods in the event future cash flows do not meet expectations. The Company recognized $13,484,122 for the impairment of the EGL and Helix tradenames and developed technology and software and the impairment of the GGC tradename and developed technology (see Note 7), $608,626 for the impairment of the EGL computer equipment and Helix game centers computer equipment, leasehold improvements and furniture and equipment (see Note 6), and $1,416,807 for the impairment of operating lease right-of-use assets for the Helix building rentals (see Note 11), in asset impairment charges in the unaudited condensed consolidated statements of operations. There were no impairment charges on other long-lived assets identified for the three and nine months ended March 31, 2021.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between U.S. GAAP treatment and tax treatment of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits.

The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties.

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Derivative Instruments

The Company evaluates its convertible notes and equity instruments, as well as warrants, to determine if those contracts or embedded components of those contracts qualify as derivatives (Note 12). The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability (Note 17). In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense (Note 17).

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current to correspond with its host instrument. The Company records the fair value of the remaining embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining embedded derivative warrants as other income or expense in the unaudited condensed consolidated statements of operations.

Fair Value Measurements

Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:

Level 1:	Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts contingent consideration resulting from a business combination, as well as derivative financial instruments and warrant liabilities to fair value on a recurring basis. Certain long-lived assets may be periodically required to be measured at fair value on a nonrecurring basis, including long-lived assets that are impaired. The fair value for other assets and liabilities such as cash, restricted cash, accounts receivable, receivables reserved for users, other receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and liabilities to customers have been determined to approximate carrying amounts due to the short maturities of these instruments. The fair value of the Senior Convertible Note and lease liabilities approximate their carrying value based on current interest and discount rates.

Earnings Per Share

Basic income (loss) per share is calculated using the two-class method. Under the two-class method, basic income (loss) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted income (loss) per share is computed similar to basic income (loss) per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued if such additional common shares were dilutive. Diluted income (loss) per share includes the effect of potential common shares, such as the Company’s preferred stock, notes, warrants and stock options, to the extent the effect is dilutive. As the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded, as their effect would be anti-dilutive.

The following securities were excluded from weighted average diluted common shares outstanding for the three and nine months ended March 31, 2022 and 2021 because their inclusion would have been antidilutive:

	As of March 31,
	2022		2021
Common stock options		1,359,401		481,676
Common stock warrants		20,350,558		1,415,991
Common stock issuable upon conversion of senior convertible note		16,031,513		—
10% Series A cumulative redeemable convertible preferred stock		835,950		—
Total		38,577,422		1,897,667

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Revenue and Cost Recognition

The revenue of the Company is currently generated from online casino and sports betting (referred to herein as “iGaming” revenue), as well from the provision of esports event and team management services. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers (“ASC 606”) when control of a product or service is transferred to a customer. The amount of revenue is measured at the transaction price, or the amount of consideration that the Company expects to receive in exchange for transferring a promised good or service. The transaction price includes estimates of variable consideration to the extent that it is probable that a significant reversal of revenue recognized will not occur.

Revenue generating activities of the Company may be subject to value added tax (“VAT”) in certain jurisdictions in which the Company operates. Revenue is presented net of VAT in the consolidated statements of operations. VAT receivables and VAT payables are included in other receivables and accounts payable and accrued expenses, respectively on the consolidated balance sheets. Sales to customers do not have significant financing components or payment terms greater than 12 months.

iGaming Revenue

iGaming revenue is derived from the placement of bets by end-users, also referred to as customers, through online gaming sites. The transaction price in an iGaming contract, or Net Gaming Revenue (“NGR”), is the difference between gaming wins and losses, as further reduced by any nondiscretionary incentives awarded to the customer. Gaming transactions involve four performance obligations, namely the settlement of each individual bet, the honoring of discretionary incentives available to the customer through loyalty reward programs, the award of free spin and deposit match bonuses, and the winning of a casino jackpot. The total amount wagered by a customer is commonly referred to as the win or Gross Gaming Revenue (“GGR”). The GGR is allocated to each performance obligation using the relative standalone selling price (“SSP”) determined for iGaming contracts.

Revenue recognition for individual wagers is recognized when the gaming occurs, as such gaming activities are settled immediately. The revenue allocated to incentives, such as loyalty points offered through a rewards program, is deferred and recognized as revenue when the loyalty points are redeemed. Revenue allocated to free spins and deposit matches, referred to as bonuses, are recognized at the time that they are wagered. The revenue for jackpot games is recognized when the jackpot is won by the customer. The Company applies a practical expedient by accounting for its performance obligations on a portfolio basis as iGaming contracts have similar characteristics. The Company expects the application of the revenue recognition guidance to a portfolio of iGaming contracts will not materially differ from the application of the revenue recognition guidance on an individual contract basis.

The Company evaluates bets that its users place on websites owned by third party brands in order to determine whether it may recognize revenue on a gross basis, when acting as the principal provider of the wagering service, or on a net basis, when acting as an intermediary or agent. The principal in a wagering service involving a third party is generally the entity that controls the wagering service such that it has a right to the services being performed by the third party and can direct the third party in delivery of the service to its users. The Company records revenue on a gross basis as it has determined it is the principal in transactions involving third parties, such as revenue sharing arrangements, as it controls the wagering service being offered to the users such that it has a right to the service performed by third parties and can further direct third parties in providing services to users. The Company further records expenses related to its revenue sharing arrangements and other third-party iGaming expenses within costs of revenue in the consolidated statements of operations.

Esports Gaming and Other Revenue

The Company derives revenue from the operation of esports game centers, sales of subscriptions to access cloud-based software used by independent operators of game centers, as well as from consulting and data analytic services provided to game operators. The revenue from the operation of game centers by the Company is recognized when a customer purchases time to use the esports gaming equipment at each center. The revenue from time purchased by a customer and from the sale of concessions is recognized at the point of sale. The revenue derived from the sale of subscription services to cloud-based software used by game centers is recognized over the term of the contract, which generally can range from one month to one year in duration, beginning on the date the customer is provided access to the Company’s hosted software platform.

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The software subscriptions also allow for game center operators to enable their equipment to mine cryptocurrency when gaming stations are not in use by the end user. The software allows the participating game center operators to contribute their computer power for the purpose of adding a block to the blockchain within a mining pool where the Company and the participating game center operators are participants. The Company’s software enables the participating game center operators to enter into mining pools with mining pool operators to provide computing power to the mining pool to mine cryptocurrency digital assets. The Company and the participating game center operators are entitled to a fractional share of the fixed cryptocurrency digital asset award the mining pool operator receives (less transaction fees to the mining pool operator) for successfully adding a block to the blockchain. The Company and participating game center operators’ fractional share is based on the proportion of computing power contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. A digital asset award is received by the Company from the mining pool, in the form of crypto currency (i.e. Ethereum), for successfully adding a block to the blockchain. The Company records a payable for the amount due to each participating game center operator, in the form of U.S. dollars, based on the participating game center operators’ computing power contributed toward the mining of the award less a fee charged by the Company. The amounts due to the participating game center operators are paid in U.S. dollars. The Company recognizes the fair value of the digital awards, net of fees and amounts payable to the game center operators, as revenue at the time the digital award is added to the blockchain using the price of the digital coin quoted in U.S. dollars. The transaction consideration of the digital award the Company receives, if any, is non-cash consideration. The Company records revenue on a net basis as it has determined it is the agent in the transactions with the mining pool and facilitates the provision of the computing power and payments for the participating game center operators. The transaction consideration for the mining of cryptocurrency is variable consideration as it is based on the number of blocks added to the blockchain and the amount of the digital asset received from the mining pool. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the Financial Accounting Standards Board (“FASB”), the Company may be required to change its policies, which could impact the Company’s consolidated financial position and results from operations.

The Company further provides consultation services related to the use of hardware and equipment for gaming operations together with implementation services that include sourcing, training, planning, and installation of technology. The Company considers services related to hardware and equipment, implementation, and any design of user interface for the customer as separate performance obligations. Revenue for hardware equipment and design of custom user interface is recognized at a point in time upon delivery and completion. Implementation services are recognized over time, as services are performed.

The Company also has contracts with software companies to provide talent data analytics and related esports services, which include analytic development, other related services to develop software and applications for tournaments, to provide data support, data gathering, gameplay analysis and reporting which includes talent analytics and related esports services, including analytic development, data analysis, survey design, interview services, player dossiers, and expert services. The Company recognizes revenue from its data analytic services over the life of the contract utilizing the output method, using a direct measurement of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contact. The Company elected to use the right to invoice practical expedient and recognize revenue based on the amounts invoiced. The payment terms and conditions vary by contract; however, the Company’s terms generally require payment within 30 to 60 days from the invoice date.

The Company has partnership contracts with strategic customers within the esports industry. The partnership contracts are negotiated agreements, which contain both licensing arrangements of intellectual property and development services, including fixed and variable components. The variability of revenue is driven by development plans and results of sales as specified by the partnership contract, which are known as of an invoice date. Partnership contracts generally do not have terms that extend beyond one year. The Company considers licensing arrangements and development services as separate performance obligations. Licensing revenues are recorded over time. Revenue associated with development is recognized over time, as labor is incurred.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each distinct performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account the Company’s overall pricing objectives, considering market conditions and other factors, including the value of the deliverables in the contracts, customer demographics, geographic locations, and the number and types of users within the contracts.

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Esports Event Management and Team Service Revenue

The Company derives revenue from esports event management and team services. Esports event management services support the creation, production and delivery of an esports event by providing event staffing, gaming consoles, and other technical goods and services for a customer event that is either hosted live in person or online. The revenue generated from esports event management services is generally earned on a fixed fee basis per event. The esports team services offerings of the Company include recruitment and management services offered to sports clubs to facilitate their entrance into esports tournament competition. Team services provided to a customer may include player recruitment, administration of player contracts, processing of tournament admission, providing logistical arrangements, as well as providing ongoing support to the team during the event. Team services are earned on a fixed fee basis per tournament.

Esports event management and team services revenues are recognized over the term of the event or the relevant contractual term for services as this method best depicts the transfer of control to the customer. The Company recognizes revenue for event management services based on the number of days completed for the event relative to the total days of the event. Revenue from team management services is recognized from inception of the contract through the end of the tournament using the number of days completed relative to the total number of days in the contract term. Revenue collected in advance of the event management or team services is recorded as deferred revenue on the consolidated balance sheets. The Company may also enter into profit sharing arrangements which are determined based on the net revenue earned by the customer for an event in addition to a fixed fee. Revenue recognition for profit sharing arrangements is recognized at the time the revenue from the event is determined, which is generally at the conclusion of the event. An event or team services contact may further require the Company to distribute payments to event or tournament attendees resulting in the recognition of a processing fee by the Company. The Company does not recognize revenue from the processing of payments until the conclusion of the event or tournament.

The Company evaluates the service being provided under an esports event and team services contract to determine whether it should recognize revenue on a gross basis as the principal provider of the service, or on a net basis in a manner similar to that of an agent. The Company has determined that for esports event and team services contracts that allow for the assignment of individual tasks to a third-party contractor, the Company acts as the principal provider of the service being offered to the customer as it remains primarily responsible for fulfilling the contractual promise to the customer. In profit sharing arrangements, such as events that allow for the Company to share in the revenue earned by a customer for an event, the Company has determined it acts in the role of an agent to the customer as the event creator. The Company has also determined it acts as an agent when it collects a processing fee for performing the service of distributing prize money on behalf of its customers to event or tournament winners.

Contract Liabilities

Liabilities to customers include both player liabilities, consisting of a free spin bonus and a deposit match bonus, and the player reward liabilities. The free spin bonus provides the user the opportunity to a free play, or otherwise spin, on an iGaming casino slot machine without withdrawing a bet amount from the player’s account. The deposit match bonus matches a player’s deposit up to a certain specified percentage or amount. These bonuses represent consideration payable to a customer and therefore are treated as a reduction of the transaction price in determining NGR. The Company also offers non-discretionary loyalty rewards points to customers that can be redeemed for free play or cash. The Company allocates revenue from wagers to loyalty points rewards earned by users, thereby deferring a portion of revenue from users that participate in a loyalty reward program. The amount of revenue deferred related to loyalty points available to users is based on the estimated fair value of the loyalty point incentive available to the user.

The Company also records payments received in advance of performance under an esports gaming services contract or event management or team services contract as deferred revenue.

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Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new standard eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this standard as of July 1, 2021. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (ASC 350). The standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (the Step 2 test) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. The guidance is effective for the fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company adopted this standard for its interim impairment test performed at March 31, 2022. See Note 7 for additional information regarding the results of the impairment test performed on its goodwill and intangible assets.

Recently Issued Accounting Standards

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The standard clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. The guidance is effective for the fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its unaudited condensed consolidated financial statements.

In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. For public business entities, it is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years using the fully retrospective or modified retrospective method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of this standard on its unaudited condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments included in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Although the new standard, known as the current expected credit loss (“CECL”) model, has a greater impact on financial institutions, most other organizations with financial instruments or other assets (trade receivables, contract assets, lease receivables, financial guarantees, loans and loan commitments, and held-to-maturity (HTM) debt securities) are subject to the CECL model and will need to use forward-looking information to better evaluate their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 was originally effective for public companies for fiscal years beginning after December 15, 2019. In November of 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for smaller reporting companies. The Company is currently evaluating the impact that the adoption of this guidance will have on its unaudited condensed consolidated financial statements.

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From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.

Note 3 – Business Acquisitions

Bethard Acquisition

On July 13, 2021, the Company completed the acquisition of the business-to-consumer operations of Bethard Group Limited (“Bethard”) that provides sportsbook, casino, live casino and fantasy sport betting services with gaming licenses to customers in Sweden, Spain, Malta and Ireland (the “Bethard Business”). The acquisition of Bethard expands the iGaming operations of the Company in Europe and provides the Company with increased opportunity to cross-sell its esports offerings to a larger customer base. The acquisition of Bethard resulted in the Company acquiring the outstanding share capital of Prozone Limited, a public liability company registered in Malta, that had previously received the assets of Bethard in a pre-closing restructuring by the seller. The initial payment of purchase consideration for Bethard included cash paid at closing of €13,000,000 (equivalent to $15,346,019 using exchange rates in effect at the acquisition date), including €1,000,000 (equivalent to $1,180,463 using exchange rates in effect at the acquisition date) paid for a regulatory deposit with the Spanish Gaming Authority. The cash purchase consideration of Bethard also included a second payment (“Second Payment”) of €4,000,000 (approximately $4,721,852 using exchange rates in effect at the acquisition date) that was paid by the Company on November 16, 2021, using the proceeds raised from the issuance of the Series A Preferred Stock (see Note 15 for discussion of the 10% Series A Cumulative Redeemable Convertible Preferred Stock). The total purchase consideration of Bethard also requires the Company to pay additional contingent cash consideration during the 24-month period following the acquisition date equal to 15% of net gaming revenue until the date of the Second Payment, with the percentage then decreasing to 12% of net gaming revenue for the remaining term ending July 2023. The total purchase consideration also provides for a payment of up €7,600,000 (equivalent to $8,971,519 using exchange rates in effect at the acquisition date) of contingent share consideration should a specific ambassador agreement be successfully assigned to the Bethard Business acquired by the Company following the acquisition date.

The preliminary estimate of the purchase consideration, pending the completion of a final valuation to calculate the fair value of the contingent cash consideration, is as follows:

Cash paid at closing	$	15,346,019
Second Payment		4,721,852
Total cash consideration paid for Bethard		20,067,871
Contingent cash consideration		6,700,000
Total preliminary purchase price consideration	$	26,767,871

The preliminary estimated contingent cash consideration assumes a cash payment equal to 15% of net gaming revenue for Bethard Business through the Additional Payment Due Date as set forth through the Second Payment Due Date estimated to be approximately four months at acquisition, then reverting to 12% thereafter for the remainder of a two-year period following the acquisition date. The preliminary estimated contingent cash consideration of $6,700,000 is calculated using the applicable percentages applied to projected net gaming revenue of the Bethard Business at the date of acquisition. Based on updated revenue projections as of March 31, 2022, the Company determined the fair value of the remaining contingent consideration payable to be $3,732,976, net of amount paid to the seller through March 31, 2022 of $1,016,331. The decrease in the contingent cash consideration liability resulted in the recognition of a benefit of $99,247 and $1,950,693, included as change in fair value of contingent consideration in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2022, respectively.

The preliminary estimated purchase consideration excludes contingent share consideration payable to the sellers as there is no indication such contingent share contingent consideration will become payable from a successful assignment of the specified ambassador agreement. The sellers of the Bethard had up to 6 months to assign the ambassador agreement to receive the contingent share consideration. After 6 months, the contingent share consideration is reduced by €422,222 (equivalent to $498,417 using exchange rates in effect at the acquisition date) for each month the contract is not assigned to the Company through the 24-month anniversary. As of May 23, 2022, the ambassador agreement had not been assigned to the Company.

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The preliminary purchase price and purchase price allocation pending a final valuation of assets acquired and liabilities assumed is as follows:

Receivables reserved for users	$	398,184
Intangible assets		17,300,000
Goodwill		11,924,685
Other non-current assets		1,180,463
Accrued liabilities		(5,634	)
Player liability		(396,827	)
Deferred income taxes		(3,633,000	)
Total	$	26,767,871

The acquired intangible assets, useful lives and a preliminary estimate of fair value at the acquisition date follows:

	Useful Life (years)		Fair Value
Tradename		10	$	3,700,000
Player interface		5		1,200,000
Gaming licenses		2		700,000
Player relationships		5		11,700,000
Total			$	17,300,000

Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of benefits from securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant, as well as acquiring a talented workforce and cost savings opportunities. The goodwill of Bethard is not deductible for tax purposes. Transaction related expenses incurred for the acquisition of the Bethard Business total $1,005,595, including $255,481 incurred for the nine months ended March 31, 2022. No transaction related expenses related to Bethard were incurred in the three months ended March 31, 2022. Transaction related expenses are recorded in general and administrative expenses in the unaudited condensed consolidated statements of operations.

Pro Forma Operating Results

The following table summarizes pro forma results of operations for the three and nine months ended March 31, 2021 as if Bethard, as well as the recent acquisitions of the Company completed during the year ended June 30, 2021, namely Argyll, Lucky Dino, EGL, ggCircuit and Helix, had been acquired on July 1, 2020. The results of operations of FLIP acquired during the year ended June 30, 2021 were excluded from the pro forma presentation for the three and nine months ended March 31, 2021 due to immateriality. The results of operations of Bethard, as well as the previous acquisitions identified above, are included in the unaudited condensed consolidated statement of operations of the Company for the three and nine months ended March 31, 2022, with any differences resulting from the acquisition of Bethard on July 13, 2021 assessed as immaterial.

The pro forma results of operations for the three and nine months ended March 31, 2021 were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had these acquisitions been made as of July 1, 2020 and may not be useful in predicting the future results of operations for the Company. The actual results of operations may differ materially from the pro forma amounts included in the table below:

	Three months ended March 31, 2021			Nine months ended March 31, 2021
Net revenue	$	16,529,720		$	46,328,019
Net loss	$	15,438,412		$	30,699,925
Net loss per common share, basic and diluted	$	(0.80	)	$	(1.78	)

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The pro forma operating results of operations for the three and nine months ended March 31, 2021 are based on the individual historical results of the Company and the businesses acquired, with adjustments to give effect as if the acquisitions had occurred on July 1, 2020, after giving effect to certain adjustments including the amortization of intangible assets and depreciation of equipment resulting from the acquisitions.

Note 4 – Other Receivables

The components of other receivables are as follows:

	March 31, 2022		June 30, 2021
Marketing receivables from revenue partners	$	136,620	$	233,725
Receivable from revenue sharing arrangement		130,865		137,461
Indirect taxes		709,045		135,676
Other		362,967		151,883
Other receivables	$	1,339,497	$	658,745

Note 5 – Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets are as follows:

	March 31, 2022		June 30, 2021
Prepaid marketing costs	$	867,775	$	1,727,669
Prepaid insurance		265,164		175,620
Other		594,628		1,361,055
Prepaid expenses and other current assets	$	1,727,567	$	3,264,344

Note 6 – Equipment

The components of equipment are as follows:

	March 31, 2022			June 30, 2021
Computer equipment	$	156,728		$	258,049
Furniture and equipment		98,207			249,070
Leasehold improvements		-			221,787
Finance lease asset		-			117,979
Equipment, at cost		254,935			846,885
Accumulated depreciation and finance lease amortization		(118,323	)		(119,943	)
Equipment, net	$	136,612		$	726,942

Depreciation expense and finance lease amortization expense was $50,244 and $26,242 for the three months ended March 31, 2022 and 2021 and $109,852 and $51,582 for the nine months ended March 31, 2022 and 2021, respectively. The three and nine months includes asset impairment charges of $608,626 for the EGL computer equipment and the Helix game centers computer equipment, furniture and equipment, leasehold improvements and finance lease assets that was recorded in asset impairment charges in the unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022.

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Note 7 – Goodwill and Intangible Assets

A summary of the changes in the balance of goodwill is as follows:

	Nine months ended March 31, 2022
Goodwill, balance at beginning of year	$	40,937,370
Acquisition of Bethard		11,924,685
Impairment charges		(23,119,755	)
Foreign currency translation – Fiscal 2022		(1,623,333	)
Goodwill, balance at end of period	$	28,118,967

The Company tests its goodwill for impairment annually on April 1. However, during the third quarter the Company concluded that goodwill impairment indicators existed based on the significant volatility in the Company’s stock price where the Company experienced a sustained reduction from the middle of the quarter through March 31, 2022 and subsequently. As of March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted and that under the current liquidity and investment constraints it is less likely to reach the previously forecasted revenue and profits for EGL and GGC. These factors and the continuing impacts of the COVID-19 pandemic, uncertainties caused by inflation and world stability, resulted in the Company evaluating its goodwill and long-lived assets, including intangible assets, for impairment as of March 31, 2022.

The Company performed an interim impairment test on its long-lived assets, including its definite-lived intangible assets using an undiscounted cash flow analysis to determine if the cash flows expected to be generated by the asset groups over the estimated remaining useful life of the primary assets were sufficient to recover the carrying value of the asset groups, which were determined to be at the reporting unit level. Based on the circumstances described above as of March 31, 2022, the Company determined its EGL, Helix, and GGC asset groups failed the undiscounted cash flow recoverability test. Accordingly, the Company estimated the fair value of its individual long-lived assets to determine if any asset impairment charges were present. The Company’s estimation of the fair value of the definite-lived intangible assets included the use of discounted cash flow and cost analyses, reflecting estimates of future revenues, royalty rates, cash flows, discount rates, development costs and obsolescence. Based on these analyses, the Company concluded the fair values of certain intangible assets were lower than their current carrying values, and at March 31, 2022, the Company recognized impairment of $2,561,231 and $10,824,348 for the EGL, GGC and Helix tradenames and developed technology and software, respectively, and $98,543 for the EGL player relationships, totaling $13,484,122 in asset impairment charges in the unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022. The table below reflects the adjusted gross carrying amounts for these intangible assets.

In accordance with ASC 350, for goodwill, after considering the above asset impairment charges to the asset groups, the Company performed an interim impairment test as of March 31, 2022 that compared the estimated fair value of each reporting unit to their respective carrying values. The estimated fair value of each reporting unit was derived primarily by utilizing a discounted cash flows analysis. The results of the impairment tests performed indicated that the carrying value of the EGL, GGC and Helix reporting units exceeded their estimated fair values determined by the Company. Based on the results of the March 31, 2022 interim goodwill impairment testing procedures, the Company recognized impairments of goodwill totaling $23,119,755 as of March 31, 2022 in asset impairment charges in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2022.

The assumptions used in the cost and undiscounted and discounted cash flow analyses require significant judgment, including judgment about appropriate growth rates, and the amount and timing of expected future cash flows. The Company’s forecasted cash flows were based on the current assessment of the markets and were based on assumed growth rates expected as of the measurement date. The key assumptions used in the cash flows were revenue growth rates, operating expenses and gross margins and the discount rates in the discounted cash flows. The assumptions used consider the current early growth stage of the Company and the emergence from a period impacted by COVID-19. The industry markets are currently at volatile levels and future developments are difficult to predict. The Company believes that its procedures for estimating future cash flows for each reporting unit, asset group and intangible asset are reasonable and consistent with current market conditions as of the testing date. If the markets that impact our business continue to deteriorate, the Company could recognize further goodwill and long-lived asset impairment charges.

In total, as described in detail above, the Company recorded $36,603,877 of goodwill and intangible asset impairment charges for the three and nine months ended March 31, 2022.

There were no asset impairment charges for goodwill or long-lived assets, including definite-lived intangible assets for the three or nine months ended March 31, 2021.

The intangible amounts comprising the intangible asset balance are as follows:

	March 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename	$	7,749,287	$	(710,536	)	$	7,038,751
Developed technology and software		12,366,595		(2,192,419	)		10,174,176
Gaming licenses		2,312,335		(1,411,248	)		901,087
Player relationships		23,913,613		(4,698,603	)		19,215,010
Internal-use software		536,182		(29,931	)		506,251
Total	$	46,878,012	$	(9,042,737	)	$	37,835,275
		June 30, 2021
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename	$	7,396,804	$	(257,018	)	$	7,139,786
Developed technology and software		25,231,659		(1,242,605	)		23,989,054
Gaming licenses		1,752,612		(573,876	)		1,178,736
Player relationships		13,956,083		(1,253,135	)		12,702,948
Internal-use software		777,171		(15,140	)		762,031
Total	$	49,114,329	$	(3,341,774	)	$	45,772,555

Amortization expense was $3,074,979 and $852,969 for the three months ended March 31, 2022 and 2021 and $9,445,332 and $1,540,905 for the nine months ended March 31, 2022 and 2021, respectively.

The estimated future amortization related to definite-lived intangible assets, including amortization related to the preliminary allocation of fair value to the intangible assets of Bethard, are as follows:

Remainder of fiscal 2022	$	2,361,809
Fiscal 2023		8,904,614
Fiscal 2024		8,292,569
Fiscal 2025		8,292,569
Fiscal 2026		6,208,811
Thereafter		3,774,903
Total	$	37,835,275

Note 8 – Other Non-Current Assets

The components of other non-current assets are as follows:

	March 31, 2022		June 30, 2021
iGaming regulatory deposits	$	1,827,374	$	755,474
iGaming deposit with service providers		298,255		434,738
Rent deposit		86,875		91,253
Other		5,156		33,544
Other non-current assets	$	2,217,660	$	1,315,009

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Note 9 – Accounts Payable and Accrued Expenses

The components of accounts payable and accrued expenses are as follows:

	March 31, 2022		June 30, 2021
Trade accounts payable	$	4,934,004	$	2,609,212
Accrued marketing		2,541,785		1,582,470
Accrued payroll and benefits		1,006,365		1,093,263
Accrued gaming liabilities		1,253,626		758,536
Accrued professional fees		413,173		704,748
Accrued jackpot liabilities		306,782		432,504
Accrued other liabilities		2,517,285		988,082
Accrued legal settlement (Note 13)		-		289,874
Total	$	12,973,020	$	8,458,689

Note 10 – Related Party Transactions

The Company reimburses the Chief Executive Officer for office rent and related expenses. The Company incurred charges for the Chief Executive Officer for office expense reimbursement of $1,200 and $1,200 for the three months ended March 31, 2022 and 2021 and $3,600 and $3,600 for the nine months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and 2021, there were no amounts payable to the Chief Executive Officer.

On May 4, 2017, the Company entered into a services agreement and a referral agreement with Contact Advisory Services Ltd., an entity that is partly owned by a member of the Board of Directors. The Company incurred general and administrative expenses of $1,857 and $22,770 for the three months ended March 31, 2022 and 2021 and $22,139 and $91,247 for the nine months ended March 31, 2022 and 2021, respectively, in accordance with these agreements. As of March 31, 2022 and 2021, there were no amounts payable to Contact Advisory Services Ltd.

The Company has retained services from a member of its Board of Directors through a consultancy agreement dated August 1, 2020 and an employment agreement dated June 15, 2020. The consultancy agreement requires payments of £18,000 ($23,650 translated using the exchange rate in effect at March 31, 2022) per month to the firm that is controlled by this member of the Board of Directors. The individual also receives payroll of $500 per month through the employment agreement as Chief Operating Officer.

The Company retained the services of its Chief Financial Officer through a consultancy agreement dated April 2, 2022 and an employment agreement dated April 2, 2022. The Company remits monthly payments to its Chief Financial Officer of NZD 36,995 ($25,652 translated using the exchange rate in effect at March 31, 2022) under the consultancy agreement and $500 per month under the employment agreement. In connection with this appointment the Company provided a one-time issuance of 200,000 shares of common stock to the Chief Financial Officer.

Note 11 – Leases

The Company leases office and building space and equipment under operating lease agreements and equipment under finance lease agreements. The Company’s lease agreements have terms not exceeding five years. Certain leases contain options to extend that are assessed by management at the commencement of the lease and are included in the lease term if the Company is reasonably certain of exercising. In June 2020 the Company commenced a finance lease for computer equipment for one of its owned and operated game centers. The lease has annual payments of $50,702 including 8% interest. The lease term is approximately 2.5 years. In July 2021, the Company commenced lease for office space of approximately 284 square meters in Saint Julians, Malta over a 3-year lease term. The lease has an annual expense of €83,000, increasing 4% annually. At lease inception, the Company determined it was not reasonably certain to exercise any of the options to extend. In October 2021, the Company commenced a lease for building space of approximately 3,200 square feet at the University of California in Los Angeles over a 5-year lease term. The lease has an annual expense of $17,500, increasing 3% annually. At lease inception, the Company determined it was not reasonably certain to exercise any of the options to extend. In March 2022 the Company commenced a finance lease for computer equipment for one of its owned and operated game centers. The lease has annual payments of $40,103 including 8% interest. The lease term is approximately 2.5 years. The unaudited condensed consolidated balance sheet allocation of assets and liabilities related to operating and finance leases is as follows:

	Condensed Consolidated Balance Sheet Caption	March 31, 2022		June 30, 2021
Assets:
Operating lease assets	Operating lease right-of-use assets	$	221,332	$	1,272,920
Finance lease assets	Equipment, net		-		114,540
Total lease assets		$	221,332	$	1,387,460
Liabilities:
Current:
Operating lease liabilities	Operating lease liability - current	$	585,786	$	414,215
Finance lease liabilities	Current portion of notes payable and other long-term debt		94,148		50,702
Long-term:
Operating lease liabilities	Operating lease liability - non-current		1,120,225		878,809
Finance lease liabilities	Notes payable and other long-term debt		85,052		63,161
Total lease liabilities		$	1,885,211	$	1,406,887

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The Company recognized in asset impairment charges in the unaudited condensed consolidated statements of operations, $1,416,807 for operating lease right-of-use assets for the Helix game center building rentals and $175,858 for the Helix equipment finance leases. The operating lease expense and finance lease expense, excluding asset impairment charges, for the three months ended March 31, 2022 were $162,733 and $12,917, respectively. The operating lease expense and finance lease expense, excluding asset impairment charges, for the nine months ended March 31, 2022 were $458,949 and $36,100, respectively. The rent expense for short-term leases was not material to the unaudited condensed consolidated financial statements.

Weighted average remaining lease terms and discount rates follow:

	March 31, 2022			June 30, 2021
Weighted Average Remaining Lease Term (Years):
Operating leases		3.99			4.11
Finance leases		2.20			2.50
Weighted Average Discount Rate:
Operating leases		7.99	%		6.82	%
Finance leases		8.00	%		8.00	%

The future minimum lease payments at March 31, 2022 follows:

	Operating Lease			Finance Lease
Remainder of fiscal 2022	$	171,397		$	26,043
Fiscal 2023		553,728			90,806
Fiscal 2024		569,642			65,454
Fiscal 2025		385,422			13,368
Fiscal 2026		227,802			-
Thereafter		57,368			-
Total lease payments		1,965,359			195,671
Less: imputed interest		(259,348	)		(16,471	)
Present value of lease liabilities	$	1,706,011		$	179,200

Note 12 – Long-Term Debt

Notes payable and other long-term debt

The components of notes payable and other long-term debt are as follows:

	March 31, 2022			June 30, 2021
Notes payable	$	191,610		$	330,654
Finance lease obligation (Note 11)		179,200			113,863
		370,810			444,517
Less current portion of notes payable and long-term debt		(258,385	)		(223,217	)
Notes payable and other long-term debt	$	112,425		$	221,300

The Company assumed a note payable of £250,000 (equivalent to $327,390) in connection with its acquisition of Argyll on July 31, 2020. The term loan was issued on April 30, 2020 and has a maturity of 3 years, bears interest at 3.49% per annum over the Bank of England base rate, and is secured by the assets and equity of Argyll. The monthly principal and interest payments on the note payable commenced in June 2021 and continue for two years through May 2023. The principal balance of the notes payable on March 31, 2022 was £145,833 ($191,610 using exchange rates at March 31, 2022). Interest expense on the note payable was $1,791 and $6,448 for the three and nine months ended March 31, 2022.

The maturities of long-term debt are as follows:

Fiscal 2022	$	258,385
Fiscal 2023		128,896
Total before unamortized discount		387,281
Less: unamortized discount and issuance costs		16,471
Total	$	370,810

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Senior Convertible Note

On June 2, 2021, the Company issued a senior convertible note, the Old Senior Convertible Note before it was exchanged for the New Note on February 22, 2022. The Old Senior Convertible Note was issued to the Holder in the principal amount of $35,000,000 with the Company receiving proceeds at issuance of $32,515,000, net of debt issuance costs of $2,485,000. The Old Senior Convertible Note would have matured on June 2, 2023, at which time the Company would have been required to repay the original principal balance and a minimum return (“Premium on Principal”) equal to 6% of any outstanding principal. The aggregate principal of the Old Senior Convertible Note repayable at maturity was $37,100,000 and the Senior Convertible Note accrued interest at rate of 8% per annum payable in cash monthly. The Old Senior Convertible Note was issued with 2,000,000 Series A Warrants and 2,000,000 Series B Warrants. On the date of issuance, the Company recorded the fair value of the Series A Warrants and Series B Warrants as a discount to the Old Senior Convertible Note totaling $26,680,000. The debt discount was being amortized to interest expense over the term of the Old Senior Convertible Note using the effective interest method. The obligation resulting from the issuance of the Series A Warrants and Series B Warrants was determined to qualify for liability classification on the unaudited condensed consolidated balance sheet. See below for further discussion of the Series A Warrants and Series B Warrants.

The Old Senior Convertible Note was convertible, at the option of the Holder, into shares of the Company’s common stock at a conversion price of $17.50 per share. The conversion amounts were calculated as the principal balance identified for conversion plus a minimum return of 6% on such principal balance. At any time after issuance, the Company had the option, subject to certain conditions, to redeem some or all of outstanding principal, inclusive of any minimum return due to the Holder based on the number of days the principal is outstanding.

On February 22, 2022, the Company agreed to enter into the Exchange Agreement with the Holder whereby the Old Senior Convertible Note of the Company, with a remaining principal amount of $29,150,001, was exchanged for New Note in the aggregate principal amount of $35,000,000. The increase in the principal balance outstanding of $5,849,999 was recognized as a loss on extinguishment of Senior Convertible Note in the second quarter ended December 31, 2021, and is included in the unaudited condensed consolidated statements of operations for the nine months ended March 31, 2022. The Company further accelerated the recognition of the remaining debt discount and Premium on Principal in connection with the exchange and issuance of the New Note during the second quarter ended December 31, 2021 and is included in the loss on extinguishment of the Senior Convertible Note of $22,628,805 for the nine months ended March 31, 2022 in the unaudited condensed consolidated statement of operations. No additional loss on extinguishment was recognized in the three months ended March 31, 2022.

The interest rate on the Old Senior Convertible Note from June 2, 2022 through February 22, 2022, and the interest rate on the New Note is 8% per annum. Upon the occurrence of an Event of Default (as defined in the New Note), the interest may accrue interest at the rate of 12.0% per annum. As further described below, the Company was not in compliance with certain debt covenants under the Old Senior Convertible Note and New Note, but received a waiver from compliance through March 30, 2021. The Company is subject to begin accruing interest expense at a rate of 12% beginning March 31, 2021, as compared to using the set rate of 8%, however this amount was not deemed material to the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2022. The maturity date has remained unchanged of the Exchange Agreement and is June 2, 2023 (the “Maturity Date”, subject to extension in certain circumstances, including bankruptcy and outstanding events of default). The ability of the Company to redeem the principal balance outstanding also remains unchanged. The Company may redeem the New Note, subject to certain conditions, at a price equal to 100% of the outstanding principal balance outstanding, together with accrued and unpaid interest and unpaid late charges thereon.

The New Note is convertible, at the option of the Holder, into shares of the Company’s common stock at a conversion price of $17.50 per share. The New Note is subject to a most favored nations provision and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction. If the Company enters into any agreement to issue (or issues) any variable rate securities, the Holder has the additional right to substitute such variable price (or formula) for the conversion price.

If an Event of Default has occurred under the New Note, the Holder may elect to alternatively convert the New Note at the Alternate Conversion Price (as defined in the New Note). In connection with an Event of Default, the Holder may require us to redeem in cash any or all of the New Note. The redemption price will equal 100% of the outstanding principal of the New Note to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, or an amount equal to market value of the shares of our common stock underlying the New Note, as determined in accordance with the New Note, if greater. The Holder will not have the right to convert any portion of a New Note, to the extent that, after giving effect to such conversion, the Holder (together with certain related parties) would beneficially own in excess of 4.99% of the shares of our common stock outstanding immediately after giving effect to such conversion. The Holder may from time to time increase this limit to 9.99%, provided that any such increase will not be effective until the 61^st day after delivery of a notice to us of such increase. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be increased to 12.0% per annum. The Company is currently in default and the Holder has not yet elected to alternatively convert.

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In addition, unless approval of our stockholders as required by Nasdaq Stock Market LLC (“Nasdaq”) is obtained, the Company is prohibited from issuing any shares of common stock upon conversion of the New Note or otherwise pursuant to the terms of the New Note, if the issuance of such shares of common stock would exceed 19.99% of our outstanding shares of common stock or otherwise exceed the aggregate number of shares of common stock which the Company may issue without breaching our obligations under the rules and regulations of Nasdaq. Should the holder convert the principal balance outstanding at March 31, 2022 at the Alternate Conversion Price that is currently available to the holder, or a portion of the principal balance, the Company may be subject to remit amounts to the holder materially in excess of the principal balance outstanding through payment of cash. Refer also to discussion of the Alternate Conversion below for further discussion of this settlement option available to the Holder.

In connection with a Change of Control (as defined in the New Note), the Holder may require us to redeem all or any portion of the New Note. The redemption price per share will equal the greatest of (i) 115% of the outstanding principal of the New Note to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, (ii) 115% of the market value of the shares of our common stock underlying the New Note, as determined in accordance with the New Note, and (iii) 115% of the aggregate cash consideration that would have been payable in respect of the shares of our common stock underlying the New Note, as determined in accordance with the New Note.

At any time after the date the Company provides notice to the Holder of our incurring of additional debt, the Holder will have the right to have us redeem all or a portion of the Convertible at a redemption price of 100% of the portion of the New Note subject to redemption.

Under the New Note, and consistent with the Old Senior Convertible Note, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, among other matters. The Company is also subject to certain financial covenants relating to available cash, our ratio of debt to market capitalization and minimum cash flow. The Company is also subject to financial covenants as it relates minimum revenues commencing June 30, 2022.

The New Note is subject to a most favored nation provision and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction. If the Company enters into any agreement to issue, or issue any variable rate securities, the Holder of the New Note has the additional right to substitute such variable price (or formula) for the conversion price. If the Holder were to substitute a floor price of $2.1832 (“Conversion Floor Price”) as the variable price, the Company would be required to settle in cash any difference between the market value of the shares subject to conversion at the floor price and the market value of the shares using the variable price, excluding any reference to the floor. The Holder of the Senior Convertible Note also has the right to have the Company redeem all or a portion of the New Note should the Company provide notice of incurring additional debt.

If an event of default occurs, the Holder of the Senior Convertible Note has the right to alternate conversion (“Alternate Conversion”) and may elect to convert the Senior Convertible Note, inclusive of a 15% premium payable (“Incremental Premium”) in cash due upon such an acceleration of the applicable principal, at a price (“Alternate Conversion Price”) equal to the greater of the Conversion Floor Price of $2.1832 or a price derived from the volume weighted average price of the Company’s common stock at the time of Alternate Conversion. If the Alternate Conversion were to include the Conversion Floor Price of $2.1832 as the Alternate Conversion Price, the Company would be required to settle in cash any difference between the market value of the shares subject to the Alternate Conversion using the floor price and the market value of the shares using the Alternate Conversion Price, excluding any reference to the floor. The Company is currently in default and the Holder has not yet elected to alternatively convert. See further discussion in make-whole derivative liability below.

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As discussed above, during the three months ended December 31, 2021, the Company had not maintained compliance with the covenants of the Senior Convertible Note, having identified non-compliance with the same financial covenants previously identified at September 30, 2021. The Company obtained a waiver from the compliance with certain covenants, as of December 31, 2021 and through March 30, 2022. The Company further entered into a non-binding term sheet dated February 22, 2022, to restructure the New Note to mitigate the risk of default on the covenants in future periods. This term sheet expired without a new debt facility being completed. Since the expiration of the waiver on March 30, 2022, the Company is not in compliance with its covenants. The Company is in default and has continued to recognize its obligation under the Senior Convertible Note as a current liability at March 31, 2022 in the unaudited condensed consolidated balance sheet. The Company has not remitted payment to the Holder of the Senior Convertible Note an amount equal to 30% of the gross proceeds from the March 2022 Offering to be applied as a reduction of principal (see Note 16).

The Company previously determined that it had not maintained compliance with its Senior Convertible Note covenants at September 30, 2021. The Company therefore requested and received a waiver dated October 13, 2021 for (i) any known breaches or potential breaches of financial covenants in effect related to the available cash test and minimum cash flow test through December 25, 2021, (ii) any known breach resulting from the placement of a lien on the outstanding share capital of Prozone Limited, the entity that holds the assets of Bethard, through Additional Payment Due Date (see Note 3 for discussion of the Bethard acquisition) and (iii) any known breach which would result from the Company’s announcement that it would purchase an equity interest in Game Fund Partners Group LLC through the contribution of up to 200,000 shares of common stock. In addition, the Company requested and received an amendment to the Senior Convertible Note wherein the permitted ratio of outstanding debt to market capitalization was increased temporarily from 25% to 35% through December 25, 2021.

In consideration for the October 13, 2021 waiver, the Company agreed to permit the conversion of up to $7,500,000 of the original principal balance of the Senior Convertible Note at the Alternate Conversion Price into shares of common stock, exclusive of the Premium on Principal and Incremental Premium that applies to an Alternate Conversion. During the three months and nine months ended March 31, 2022, the Holder of the Senior Convertible Note had converted the full principal amount of $7,500,000 into 2,514,459 shares of common stock. As a result of these conversions of principal, the Company recorded a loss on conversion of Senior Convertible Notes of $5,999,662 in the unaudited condensed consolidated statement of operations for the nine months ended March 31, 2022. The loss on conversion included accelerated amortization of the debt discount of $4,515,273, accelerated amortization of the Premium on Principal of $288,300 and the Incremental Premium due on conversion of $1,196,089.

The Company also previously obtained a waiver from the Holder of the Old Senior Convertible Note on November 2, 2021 in connection with its announcement to commence an underwritten registered public offering of its 10.0% Series A Cumulative Redeemable Convertible Preferred Stock (see Note 15). In consideration for this waiver, the Company agreed to increase the cash price payable upon a redemption of the Old Senior Convertible Note by the Company to be equal to 10% of the conversion amount, as defined in agreement as any unpaid principal, minimum return due to the Holder, and unpaid interest due on such redemption date. The Company agreed to pay the Holder of the Old Senior Convertible Note an amount of $1,500,000 under the terms of a registration rights agreement. The Company recognized the amount payable to the Holder of the Old Senior Convertible Note under the registration rights agreement in other non-operating income (loss) in the unaudited condensed consolidated statement of operations for the nine months ended March 31, 2022 and in accounts payable and accrued expenses at March 31, 2022 on the unaudited condensed consolidated balance sheet.

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Make-Whole Derivative Liability

The New Note agreement includes provision that should the Company be in both breach of its debt covenants and its price per common share trade below the Conversion Floor Price of $2.1832, the Holder may elect the Alternate Conversion option that includes a make-whole provision payable to the Holder in cash. At March 31, 2022, the Company was both in breach of its debt covenants and the price per share of its common stock had declined below the Conversion Floor Price. While the Company previously obtained waivers from the holder of the Old Senior Convertible Note for breach of covenants, as well as received a waiver for breach of covenants through March 30, 2022 under the New Note, the Company was unable to comply with the debt covenants under the New Note or otherwise obtain a debt waiver at March 31, 2022. As a result, the make-whole provision in the New Note agreement was determined to represent an obligation of the Company at March 31, 2022 under the terms of the New Note.

The make-whole provision in the New Note is a derivative liability. The Company’s obligation to make a payment under the make-whole provision previously assessed as remote with an immaterial fair value. This considered that the Company had previously obtained debt waivers from the holder for its breaches of debt covenants. The Company’s historical stock price had also traded at levels significantly in excess of the Conversion Floor Price. The Company had further signed a non-binding term sheet on February 22, 2022 (in combination with entering into the New Note) for the purpose of revising the debt covenants that were to be included in a revised or amended note agreement. At March 31, 2022, the Company was unable to complete an agreement to restructure the terms and covenants of the New Note. The stock price further continued to trade materially below the Conversion Floor Price and the Company was also unable to secure a debt waiver. The make-whole provision was determined to represent a liability of the Company and the fair value of the derivative liability at March 31, 2022 was determined using a Monte Carlo valuation model. See Note 17 for further discussion of the fair value determined for the derivative liability.

At March 31, 2022, the Company estimates that it would be required to issue up to 16,031,513 shares of common stock under the Alternate Conversion provisions of the New Note. The Company further estimated the derivative liability to the holder to be $20,573,051 included in the derivative liability in the unaudited condensed consolidated balance sheets and the expense was recorded in the change in fair value of derivative liability in the unaudited condensed consolidated statements of operations. The make-whole liability calculated under the terms of the note of approximately $80,000,000 was materially higher than the fair value of $20,573,051 determined at March 31, 2022 and considers the difference in the market price of the Company’s shares and a floor price of $2.1832 multiplied by a number of shares that is based on the outstanding principal and the market price of the Company’s common stock at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note.  However, there can be no guarantee that the Company will be able to reach an agreement to restructure the New Note.

Warrants

March 2022 Warrants

On March 2, 2022 the Company completed the March 2022 Offering, an equity offering in which it sold 15,000,000 units at $1.00 consisting of one share of common stock and one warrant for a total of 15,000,000 March 2022 Warrants with an exercise price of $1.00. See Note 2, “Liquidity and Going Concern” for further discussion of the proceeds received from the offering.

The March 2022 Warrants may be exercised at any time after issuance for one share of common stock of the Company at an exercise price of $1.00. The March 2022 Warrants are callable by the Company should the volume weighted average share price of the Company exceed $3.00 for each of 20 consecutive trading days following the date such warrants become eligible for exercise. The March 2022 Warrants also contain a beneficial ownership limitation of 4.99% which may be increased up to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase.

The Company determined the March 2022 Warrants should be classified as a liability as the warrants are redeemable for cash in the event of a fundamental transaction, as defined in the Common Stock Purchase Warrant agreement, which includes a change in control. The Company has recorded a liability for the March 2022 Warrants at fair value on the issuance date with subsequent changes in fair value reflected in earnings. At March 2, 2022, the date of the common stock issuance, the Company determined the total fair value of the March 2022 Warrants to be $9,553,500. At March 31, 2022, the Company determined the total fair value of the March 2022 Warrants to be $4,050,000. The change in fair value of the March 2022 Warrant liability recorded in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2022 was $5,503,500. See Note 17 for additional disclosures related to the change in the fair value of the warrant liabilities.

Series A and Series B Warrants

The Company issued 2,000,000 Series A Warrants and 2,000,000 Series B Warrants to the holder of the Old Senior Convertible Note. The ‘exchange agreement’ did not impact the Series A Warrants and Series B Warrants previously issued and outstanding. The Series A Warrants may be exercised at any time after issuance for one share of common stock of the Company at an exercise price of $17.50. The Series B Warrants may only be exercised to the extent that the indebtedness owing under the Senior Convertible Note is redeemed. As a result, for each share of common stock determined to be issuable upon a redemption of principal of the Senior Convertible Note, one Series B Warrant will vest and be eligible for exercise at an exercise price of $17.50. The Series A Warrants and Series B Warrants are callable by the Company should the volume weighted average share price of the Company exceed $32.50 for each of 30 consecutive trading days following the date such warrants become eligible for exercise. The Series A Warrants and Series B Warrants also contain a beneficial ownership limitation of 4.99% which may be increased up to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase.

The Company determined the Series A and Series B Warrants should be classified as a liability as the warrants are redeemable for cash in the event of a fundamental transaction, as defined in the Senior Convertible Note agreement, which includes a change in control. The Company has recorded a liability for the Series A Warrants and Series B Warrants at fair value on the issuance date with subsequent changes in fair value reflected in earnings. At June 30, 2021, the Company determined the total fair value of the Series A Warrants and Series B Warrants to be $23,500,000, with a fair value of $13,600,000 determined for the Series A Warrants and a fair value of $9,900,000 determined for the Series B Warrants. At March 31, 2022, the Company determined the total fair value of the Series A Warrants and Series B Warrants to be $361,580 with a fair value of $309,400 determined for the Series A Warrants and a fair value of $52,180 determined for the Series B Warrants. The change in fair value of warrant liability recorded in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2022 were decreases of $2,677,898 and $23,138,420, respectively. See Note 17 for additional disclosures related to the change in the fair value of the warrant liabilities.

The proceeds from the issuance of the Old Senior Convertible Note were allocated to the Series A Warrants and Series B Warrants using the with-and-without method. Under this method, the Company first allocated the proceeds from the issuance of the Old Senior Convertible Note to the Series A Warrants and Series B Warrants based on their initial fair value measurement, and then allocated the remaining proceeds to the Old Senior Convertible Note. The debt discount on the Old Senior Convertible Note was being amortized over its term of two years. The Company accelerated the amortization of the debt discount on the Old Senior Convertible Note during the second quarter resulting in the Company recording of a loss on extinguishment of $22,628,805 for the nine months ended March 31, 2022, as further described above. Prior to accelerating the amortization of debt discount in the second quarter, the Company recorded the remaining amortization of the debt discount of $2,262,112 as interest expense on the unaudited condensed consolidated statement of operations for the nine months ended March 31, 2022.

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Components of Long-Term Debt

The components of our long-term debt including the Senior Convertible Note on the unaudited condensed consolidated balance sheet at March 31, 2022 follows:

Current portion of notes payable and long-term debt	$	35,258,385
Notes payable and long-term debt (non-current)		112,425
Total	$	35,370,810

Note 13 – Commitments and contingencies

Commitments

On October 1, 2019, the Company entered into a sponsorship agreement with an eSports team (“Team”) to obtain certain sponsorship-related rights and benefits that include the ability to access commercial opportunities. The Company had agreed to initially pay the Team $516,000 in cash and $230,000 in common stock during the period from October 1, 2019 to June 30, 2022. On August 6, 2020, the Company entered into an amended and restated sponsorship agreement (the “Amended Sponsorship Agreement”) with the Team that included cash payments totaling $2,545,000 and the issuance of common stock totaling $825,000 for the term of the agreement ending January 31, 2023. On December 31, 2021, the Amended Sponsorship Agreement terminated, and no cash or common stock were paid during the three months ended March 31, 2022. During the three and nine months ended March 31, 2022, the Company has recorded $0 and $424,893 in sales and marketing expense related to the Team sponsorship. There were no outstanding amounts payable to the Team as of March 31, 2022. The cost of the sponsorship arrangement with the Team is recorded to sales and marketing expense on the unaudited condensed consolidated statements of operations over the term of the Amended Sponsorship Agreement.

On August 17, 2020, the Company entered into an agreement with Bally’s Corporation, an operator of various online gaming and wagering services in the state of New Jersey, USA, to assist the Company in its entrance into the sports wagering market in New Jersey under the State Gaming Law. The commencement date of the arrangement with Bally’s was March 31, 2021. The Company paid $1,550,000 on June 11, 2021 and issued 50,000 shares of common stock on July 1, 2021 in connection with the commencement of the arrangement. The Bally’s agreement extends for 10 years from the date of commencement requiring the Company to pay $1,250,000 and issue 10,000 shares of common stock on each annual anniversary date. During the three and nine months ended March 31, 2022, the Company has recorded $334,890 and $1,019,556 in sales and marketing expense for its arrangement with Bally’s Corporation. There were no outstanding amounts payable to Bally’s Corporation as of March 31, 2022. The annual commitments by the Company under this agreement are estimated at $1,250,000 and 10,000 shares of common stock payable each year through the year ended June 30, 2030, as of March 31, 2022.

The Company has signed a subscription and operating agreement with Game Fund Partners LLC to support the development of a planned $300,000,000 game fund. Under the agreements, the Company will initially invest approximately $2,000,000 of Company shares into 20% of the general partnership of the fund, and the Company will become part of the management and investment committee that manages an investment fund focused on joint projects and investment vehicles to fuel growth in the areas of gaming, data, blockchain, online gaming, and joint casino hotel investments. The Company has agreed to contribute 100,000 shares to the fund during the period in which the fund receives total capital commitments of $100,000,000. The Company has agreed to contribute an additional 100,000 shares to the fund during the period in which the fund reaches total capital commitments of $200,000,000. As of March 31, 2022, the Company has not contributed any shares of its common stock to the fund.

In the ordinary course of business, the Company enters into multi-year agreements to purchase sponsorships with professional teams as part of its marketing efforts to expand competitive esports gaming. As of March 31, 2022, the commitments under these agreements are estimated at $1,256,403 for the year ended June 30, 2022, $2,403,891 for the year ended June 30, 2023, $2,015,495 for year ended June 30, 2024, $1,126,153 for the year ended June 30, 2025 and $611,668 for the year ended June 30, 2026.

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Contingencies

The Company at times may be involved in pending or threatened litigation relating to claims arising from its operations in the normal course of business. Some of these proceedings may result in fines, penalties, judgments or costs being assessed against the Company at some future time.

In determining the appropriate level of specific liabilities, if any, the Company considers a case-by-case evaluation of the underlying data and updates our evaluation as further information becomes known. Specific liabilities are provided for loss contingencies to the extent the Company concludes that a loss is both probable and estimable. The Company did not have any liabilities recorded as of March 31, 2022 or June 30, 2021. However, the results of litigation are inherently unpredictable, and the possibility exists that the ultimate resolution of one or more of these matters could result in a material effect on our financial position, results of operations or liquidity.

In September 2018, Boustead Securities, LLC (“Boustead”) notified the Company of a claim that they were owed $192,664, as well as warrants to purchase 1,417,909 shares of the Company’s common stock as compensation for their acting as the placement agent for the sale of the Company’s securities between June 2017 and 2018. This matter was brought to arbitration on December 7, 2020. On February 3, 2021, the arbitration awarded Boustead Securities, LLC $289,874 in damages and allowable costs (excluding attorneys’ fees) with interest accruing approximately $21 per day. The Company paid $294,051 to settle the arbitration award, inclusive of accrued interest, on August 24, 2021.

Other than discussed above, the Company is currently not involved in any other litigation that it believes could have a material adverse effect on our financial condition or results of operations as reported in these unaudited condensed consolidated financial statements.

Note 14 – Revenue and Geographic Information

The Company is a provider of iGaming, traditional sports betting and esports services that commenced revenue generating operations during the year ended June 30, 2021 with the acquisitions of Argyll, FLIP, EGL, Lucky Dino, GGC and Helix. The Company acquired Bethard in July 2021 adding to its revenue generating operations. The revenues and long-lived assets of Argyll, EGL Lucky Dino and Bethard have been identified to our international operations as they principally service customers in Europe, inclusive of the United Kingdom. The revenues and long-lived assets of FLIP, GGC and Helix principally service customers in the United States.

A disaggregation of revenue by type of service for the three and nine months ended March 31, 2022 and 2021 is as follows:

	Three months ended March 31,				Nine months ended March 31,
	2022		2021		2022		2021
Online betting and casino revenues	$	14,590,447	$	5,225,053	$	41,692,731	$	7,650,840
Esports and other revenues		1,109,140		173,655		4,946,194		332,453
Total	$	15,699,587	$	5,398,708	$	46,638,925	$	7,983,293

A summary of revenue by geography for the three and nine months ended March 31, 2022 and 2021 is as follows:

	Three months ended March 31,				Nine months ended March 31,
	2022		2021		2022		2021
United States	$	1,046,639	$	124,059	$	4,255,482	$	280,974
International		14,652,948		5,274,649		42,383,443		7,702,319
Total	$	15,699,587	$	5,398,708	$	46,638,925	$	7,983,293

A summary of long-lived assets by geography is as follows:

	March 31, 2022		June 30, 2021
United States	$	8,591,077	$	48,081,926
International		59,938,769		41,942,870
Total	$	68,529,846	$	90,024,796

Note 15 – 10% Series A Cumulative Redeemable Convertible Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock. On November 10, 2021, the Company designated 1,725,000 shares of preferred stock as 10% Series A cumulative redeemable convertible preferred stock (“10% Series A Cumulative Redeemable Convertible Preferred Stock”), with a par value of $0.001 per share and liquidation value of $11.00. On November 11, 2021, the Company announced that it priced an underwritten public offering of preferred stock as 10% Series A Cumulative Redeemable Convertible Preferred Stock in the first series issuance of preferred stock, of which 800,000 shares were issued at $10 a share on November 16, 2021 for total gross proceeds of $8,000,000, before deducting underwriting discounts and other estimated offering expenses. Net proceeds from the sale, after deducting issuance costs totaled $7,265,000.

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In addition, under the terms of the underwriting agreement for the public offering of the 10% Series A Cumulative Redeemable Convertible Preferred Stock, the Company granted the underwriters a 45-day option to purchase up to an additional 120,000 shares. On December 10, 2021, there was a partial exercise of 35,950 shares. Net proceeds from the additional sale, after deducting issuance costs totaled $334,335.

Conversion

Each share of 10% Series A Cumulative Redeemable Convertible Preferred Stock is convertible into one share of the Company’s common stock at a conversion price of $17.50 per common share. Subject to earlier conversion or redemption, the 10% Series A Cumulative Redeemable Convertible Preferred Stock matures five years from issuance, or November 15, 2026, at which point the Company must redeem the shares of 10% Series A Cumulative Redeemable Convertible Preferred Stock in cash.

Dividends

Dividends on the 10% Series A Cumulative Redeemable Convertible Preferred Stock accrue daily and are cumulative from the date of issuance. The dividends on the 10% Series A Cumulative Redeemable Convertible Preferred Stock are payable monthly in arrears on the last day of each calendar month, when, as and if declared by the Company’s Board of Directors, at the rate of 10.0% per annum. In the event the dividends are not paid in cash, the dividends shall continue to accrue at a dividend rate of 10.0%.

Redemption and Liquidation

The 10% Series A Cumulative Redeemable Convertible Preferred Stock is also redeemable, at the option of the Board of Directors, in whole or in part, at any time on or after January 1, 2023.

The 10% Series A Cumulative Redeemable Convertible Preferred Stock includes a change of control put option which allows the holders of the 10% Series A Cumulative Redeemable Convertible Preferred Stock to require the Company to repurchase such holders’ shares in cash in an amount equal to the initial purchase price plus accrued dividends.

The 10% Series A Cumulative Redeemable Convertible Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company’s control, all shares of preferred stock have been presented outside of permanent equity in mezzanine equity on the unaudited condensed consolidated balance sheets. The instrument is initially recognized at fair value net of issuance costs. The Company reassesses whether the 10% Series A Cumulative Redeemable Convertible Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The 10% Series A Cumulative Redeemable Convertible Preferred Stock has not been adjusted to its redemption amount as of March 31, 2022 because a deemed liquidation event is not considered probable.

The 10% Series A Cumulative Redeemable Convertible Preferred Stock is not mandatorily redeemable, but rather is only contingently redeemable, and given that the redemption events are not certain to occur, the shares have not been accounted for as a liability. As the 10% Series A Cumulative Redeemable Convertible Preferred Stock is contingently redeemable on events outside of the control of the Company, all shares of 10% Series A Cumulative Redeemable Convertible Preferred Stock have been presented outside of permanent equity in mezzanine equity on the unaudited condensed consolidated balance sheets.

Voting Rights

The holders of the 10% Series A Cumulative Redeemable Convertible Preferred Stock will not have any voting rights, except whenever dividends on any share of any series of preferred stock (“Applicable Preferred Stock”) have not have been paid in an aggregate amount equal to four monthly dividends on the share, the holders of the Applicable Preferred Stock will have the exclusive and special right, voting separately as a class and without regard to series, to elect at an annual meeting of shareholders or special meeting held in place of it one member of the Board of Directors, until all arrearages in dividends and dividends in full for the current monthly period have been paid.

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Note 16 – Equity

Common Stock

The following is a summary of common stock issuances for the nine months ended March 31, 2022:

● During the nine months ended March 31, 2022, as part of the March 2022 Offering, the Company sold 15,000,000 units at $1.00, consisting of one share of common stock and one warrant with an exercise price of $1.00, for gross proceeds of $15,000,000. The Company recorded the issuance of these shares at a fair value of $4,051,500 comprised of $13,605,000 of cash received from the offering equal to the gross proceeds net of $1,395,000 issuance costs, and net of the fair value of the warrant liability calculated on issuance of $9,553,500. The proceeds from the offering were designated for general working capital and to pay to the Holder of the Senior Convertible Note an amount equal to 30% of the gross proceeds to applied as a reduction of principal (see Note 12). At March 31, 2022 the Company has not remitted payment to the Holder and principal remains at $35,000,000.

● During the nine months ended March 31, 2022, the Company issued 132,527 shares of common stock for services with a weighted average fair value of $4.70 per share.

● During the nine months ended March 31, 2022, the Company issued 14,000 shares of common stock from the exercise of stock options with a weighted average exercise price of $4.82 per share or $67,479 in the aggregate.

● During the nine months ended March 31, 2022, the Company issued 1,165,813 shares of common stock, with aggregate proceeds of $4,005,267, or $3,885,109 net of issuance costs, and a weighted average exercise price of $3.44, under its ATM program (see below).

● During the nine months ended March 31, 2022, the holder of the Senior Convertible Note converted an aggregate conversion value of $10,652,648 into 2,514,459 shares of common stock, with a weighted average conversion price of $4.24.

The following is a summary of common stock issuances for the nine months ended March 31, 2021:

● On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors resulting in the raise of $30,000,000 in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share at a price of $15.00 per Share. The offering was consummated on February 16, 2021, at which time the Company received net proceeds of $27,340,000.

● During the nine months ended March 31, 2021, the Company issued 650,000 shares of common stock as a component of the purchase consideration for Argyll. The Company recorded the issuance of these shares at fair value in the amount of $3,802,500.

● During the nine months ended March 31, 2021, the Company issued a total of 187,616 shares of common stock as a component of the purchase consideration for FLIP, inclusive of share consideration paid to settle a portion of the purchase consideration that was recorded as a contingent liability. The Company recorded the issuances of these shares at a total fair value of $2,217,621, which includes the initial issuance of 93,808 shares of common stock at a fair value of $411,817 on September 3, 2020, and the subsequent issuance of 93,808 shares of common stock on March 3, 2021 at a fair value of $1,805,804 in settlement of contingent purchase consideration.

● During the nine months ended March 31, 2021, the Company issued 292,511 shares of common stock as a component of the purchase consideration for EGL. The Company recorded the issuance of these shares at fair value in the amount of $2,193,833.  

● During the nine months ended March 31, 2021, the Company issued 4,274,393 shares of common stock for the exercise of options and warrants with a weighted average exercise price of $5.85 per share or $24,986,582 in the aggregate.

● During the nine months ended March 31, 2021, the Company issued 1,000,000 shares of common stock in connection with the exercise of warrants that were included as a component of the purchase consideration paid for Argyll. The warrants entitled the holder to purchase one share of common stock at $8.00 per share. The Company recorded the issuance of these shares at the settlement date fair value of $15,480,000 comprised of $8,000,000 of cash received from the exercise, and non-cash settlement of the warrant liability totaling $7,480,000. The warrant liability established on the date of acquisition of Argyll was $2,750,076 and subsequently increased to the settlement date fair value by recording a charge of $4,729,924 in the statement of operations for the nine months ended March 31, 2021.  

● During the nine months ended March 31, 2021, the Company issued 528,997 shares of its common stock for services rendered with a weighted average fair value of $6.22 per share or $3,290,570 in the aggregate.

At-the Market Equity Offering Program

On September 3, 2021, the Company entered “at the market” equity offering program to sell up to an aggregate of $20,000,000 of common stock. The shares are being issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-252370) and the Company filed a prospectus supplement, dated September 3, 2021 with the SEC in connection with the offer and sale of the shares pursuant to the Equity Distribution Agreement with the broker. There were 1,165,813 shares sold under the ATM during the nine months ended March 31, 2022 for gross proceeds of $4,005,267. The Company had $15,994,733 of gross proceeds remaining under the ATM at May 20, 2022.

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Common Stock Warrants

On March 2, 2022, the Company closed an offering March 2022 Offering, in which it sold 15,000,000 units at $1.00 consisting of one share of common stock and one warrant exercisable at any time after issuance for one share of common stock of the Company for a total of 15,000,000 warrants at an exercise price of $1.00. There were no March 2022 Warrants exercised during the three and nine months ended March 31, 2022 and all March 2022 Warrants were outstanding as of March 31, 2022.

On July 31, 2020, the Company issued 1,000,000 warrants in connection with its acquisition of Argyll with an exercise price of $8.00. These warrants were exercised during the year ended June 30, 2021. On June 2, 2021, the Company also issued 2,000,000 Series A Warrants and 2,000,000 Series B Warrants with an exercise price of $17.50 to the holders of the Senior Convertible Note. There were no Series A Warrants exercised during the nine months ended March 31, 2022. The Series B Warrants may not be exercised until there is a redemption of principal under the Senior Convertible Note. The Series B Warrants were not exercisable at March 31, 2022.

On April 16, 2020, the Company closed an offering, (the “April 2020 Offering”), in which it sold 1,980,000 units consisting of one share of common stock and one Unit A Warrant and one Unit B Warrant, for a total of 3,960,000 warrants, with each warrant entitling the holder to purchase one share of common stock price at $4.25 per share. The Company issued an additional 209,400 Unit A Warrants and 209,400 additional Unit B Warrants to the underwriter pursuant to an over-allotment option each entitling the holder to purchase one share of common stock at $0.01 per share. There were 1,136,763 of Unit A Warrants outstanding on March 31, 2022. The Unit B Warrants expired one year from the date of issuance on April 19, 2021 and there were no Unit B Warrants outstanding at March 31, 2022.

In connection with the April 2020 Offering the Company also issued 1,217,241 shares of common stock and 2,434,482 warrants (“Conversion Warrants”) to purchase one share of common stock at $4.25 per share upon the conversion of $4,138,585 of the Company’s convertible debt and accrued interest. There were 40,582 Unit A Conversion Warrants outstanding at March 31, 2022. The Unit B Conversion Warrants have been fully exercised for shares of common stock.

A summary of the warrant activity follows:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Intrinsic Value
Outstanding, July 1, 2020		5,264,592		$	4.28		0.86	$	14,654,296
Issued		5,603,674			14.38
Exercised		(5,503,167	)		4.88
Exchanged		—			—
Forfeited or cancelled		(14,541	)		4.25
Outstanding, June 30, 2021		5,350,558			14.19		3.14		8,743,588
Issued		—			—
Exercised		—			—
Forfeited or cancelled		—			—
Outstanding, September 30, 2021		5,350,558			14.19		2.89		3,138,768
Issued		—			—
Exercised		—			—
Forfeited or cancelled		—			—
Outstanding, December 31, 2021		5,350,558			14.19		2.64		—
Issued		15,000,000			1.00
Exercised		—			—
Forfeited or cancelled		—			—
Outstanding, March 31, 2022		20,350,558		$	4.47		4.26	$	—

Common Stock Options

On September 10, 2020, the Company’s Board of Directors adopted the 2020 Equity and Incentive Plan (the “2020 Plan”) that provides for the issuance of incentive and non-qualified stock options, restricted stock, restricted stock units and stock appreciation rights to officers, employees, directors, consultants, and other key persons. Under the 2020 Plan, the maximum number of shares of common stock authorized for issuance was 1,500,000 shares. Each year on January 1, for a period of up to nine years, the maximum number of shares authorized for issuance under the 2020 Plan is automatically increased by 233,968 shares. At March 31, 2022, there was a maximum of 1,967,936 shares of common stock authorized for issuance under the 2020 Plan. There were no additional equity awards eligible for issuance from the 2017 Stock Incentive Plan that had been adopted by the Company on August 1, 2017. The outstanding stock options granted under the 2017 Plan were transferred to the 2020 Plan. As of March 31, 2022, there were 608,535 shares of common stock available for future issuance under the 2020 Plan.

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A summary of the Company’s stock option activity is as follows:

	Number of Options			Weighted Average Exercise Price
Outstanding, June 30, 2021		474,676		$	5.49
Granted		—			—
Exercised		(8,500	)		—
Cancelled		—			—
Outstanding, September 30, 2021		466,176			5.41
Granted		1,120,150			6.71
Exercised		(5,500	)		4.82
Cancelled		(50,675	)		9.11
Outstanding, December 31, 2021		1,530,151			6.27
Granted		—			—
Exercised		—			—
Cancelled		(170,750	)		6.19
Outstanding, March 31, 2022		1,359,401		$	6.28

As of March 31, 2022, the weighted average remaining life of the options outstanding was 4.34 years. There are 860,451 options exercisable at March 31, 2022, with a weighted average exercise price of $6.03.

Stock Based Compensation

During the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $1,346,502 and $743,527, respectively and during the nine months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $3,958,275 and $3,055,118, respectively, for the amortization of stock options and the issuance of common stock to employees and contractors for services which has been recorded as general and administrative expense in the unaudited condensed consolidated statements of operations.

The Company had previously recognized stock-based compensation expense of $927,855 during its year ended June 30, 2020 related to the issuance of 117,450 shares of common stock for services rendered, comprised of 1,333 shares granted to management, 16,966 shares granted to employees, and 99,151 shares granted to consultants. At June 30, 2020, the Company had recorded the fair value of these shares issued as liabilities to be settled in stock. During the first quarter of the Company’s fiscal year ended June 30, 2021, the Company settled the balance of the liabilities to be settled in stock through the issuance of common stock in a non-cash transaction.

As of March 31, 2022, unamortized stock compensation for stock options was $2,636,626 with a weighted-average recognition period of 0.50 years. The options granted during the nine months ended March 31, 2022 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:

	Nine months ended March 31, 2022
Expected term, in years		2.81
Expected volatility		150.82	%
Risk-free interest rate		0.45	%
Dividend yield		—
Grant date fair value	$	5.33

Note 17 – Fair Value Measurements

The following financial instruments were measured at fair value on a recurring basis:

	March 31, 2022
	Total		Level 1		Level 2		Level 3
Contingent consideration (Note 3)	$	3,732,976	$	—	$	—	$	3,732,976
Liability for the March 2022 Warrants (Note 12)	$	4,050,000	$	4,050,000	$	—	$	—
Liability for the Series A and Series B Warrants (Note 12)	$	361,580	$	—	$	—	$	361,580
Derivative liability on Senior Convertible Note (Note 12)	$	20,573,051	$	—	$	—	$	20,573,051

	June 30, 2021
	Total		Level 1		Level 2		Level 3
Liability for the Series A and Series B Warrants (Note 12)	$	23,500,000	$	—	$	—	$	23,500,000

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A summary of the changes in Level 3 financial instruments for the three and nine months ended March 31, 2022 is as follows:

	Warrant Liability			Contingent Consideration			Derivative liability on Senior Convertible Note
Balance at June 30, 2021	$	23,500,000		$	—		$	—
Fair value of contingent consideration for Bethard at acquisition (Note 3)		—			6,700,000			—
Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12)		(11,808,600	)		—			—
Balance at September 30, 2021		11,691,400			6,700,000			—
Payments of Bethard contingent consideration		—			(850,520	)		—
Change in fair value of Bethard contingent consideration liability (Note 3)		—			(1,851,446	)		—
Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12)		(8,651,922	)		—			—
Balance at December 31, 2021		3,039,478			3,998,034			—
Payments of Bethard contingent consideration		—			(165,811	)		—
Change in fair value of Bethard contingent consideration liability (Note 3)		—			(99,247	)		—
Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12)		(2,677,898	)		—			—
Change in the fair value of the derivative liability on Senior Convertible Note (Note 12)		—			—			20,573,051
Balance at March 31, 2022	$	361,580		$	3,732,976		$	20,573,051

The Series A and Series B Warrants outstanding at March 31, 2022 were valued using a Monte Carlo valuation model with the following assumptions:

	March 31, 2022			June 30, 2021
Contractual term, in years		2.00 – 4.00			2.00 – 4.00
Expected volatility		123% – 141	%		120% – 140	%
Risk-free interest rate		1.74% – 2.45	%		0.24% – 0.65	%
Dividend yield		—			—
Conversion / exercise price	$	17.50		$	17.50

The value of the March 2022 Warrants issuance at March 2, 2022 were valued using a Monte Carlo valuation model with the following assumptions:

	March 2, 2022
Contractual term, in years		5.00
Expected volatility		139	%
Risk-free interest rate		1.74	%
Dividend yield		—
Conversion / exercise price	$	1.00

On issuance, the March 2022 Warrants were classified as a Level 3 instrument and were subsequently transferred out of Level 3 and classified as a Level 1, as subsequent valuations were based upon the market price of the warrants. At March 31, 2022 the March 2022 Warrants were valued using the market price.

The value of the derivative liability on Senior Convertible Note at March 31, 2022 were valued using a Nonperformance risk adjusted Monte Carlo valuation model with the following assumptions:

	March 31, 2022
Contractual term, in years		1.17
Expected volatility		133.5	%
Asset volatility		80.68	%
Risk-free interest rate		1.73	%
Dividend yield		—
Conversion / exercise price	$	2.1832

The fair value of a derivative instrument in a liability position includes measures of the Company’s nonperformance risk. Significant changes in nonperformance risk used in the fair value measurement of the derivative liability may result in a significantly changes to the fair value measurement. The cash liability calculated under the terms of the New Note of approximately $80,000,000 is materially higher than the fair value of the derivative liability of $20,573,051 calculated at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note.  However, there can be no guarantee that the Company will be able to reach an agreement to restructure the New Note.

The following is information relative to the Company’s derivative instruments in the condensed consolidated balance sheet as of March 31, 2022:

Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	March 31, 2022		June 30, 2021
Derivative liability on Senior Convertible Note (Note 12)	Derivative liability	$	20,573,051	$	-

The effect of the derivative instruments on the unaudited condensed consolidated statements of operations is as follows:

		Amount of Gain (Loss) Recognized in Income on Derivatives
		Three months ended March 31,					Nine months ended March 31,
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivatives	2022			2021		2022			2021
Derivative liability on Senior Convertible Note (Note 12)	Change in fair value of derivative liability on Senior Convertible Note	$	(20,573,051	)	$	-	$	(22,055,672	)	$	-

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Argyll Warrant Valuation

During the year ended June 30, 2021, the Company issued 1,000,000 warrants in connection with its acquisition of Argyll. Each warrant entitled the holder to purchase one share of common stock at exercise price of $8.00 per share. The Company initially estimated the fair value of the warrants issued to be $5,488,171 as of the Argyll acquisition date of July 31, 2020. At September 30, 2020, the Company estimated the fair value these warrants to be $3,387,218, resulting in a gain on the change in fair value of warrant liability in the amount of $2,100,953. The Company valued the warrants using the Black-Scholes option pricing model with the following terms on July 31, 2020: (a) exercise price of $8.00, (b) volatility rate of 187.40%, (c) discount rate of 0.48%, (d) term of three years, and (e) dividend rate of 0%. The Company valued the warrant using the Black-Scholes option pricing model with the following terms on September 30, 2020: (a) exercise price of $8.00, (b) volatility rate of 183.25%, (c) discount rate of 0.28%, (d) term of 2 years and 10 months, and (e) dividend rate of 0%.

Subsequent to September 30, 2020, the holder of the warrants issued in the Argyll acquisition exercised the warrants resulting in the issuance of 1,000,000 shares of common stock by the Company. Prior to the exercises of the warrants, the Company recorded a measurement period adjustment to reduce the acquisition date fair value of the warrant liability by $2,738,095 using a Monte Carlo simulation. The issuance of the shares of common stock upon exercise of the warrants were recorded at their settlement date fair value of $15,480,000 comprised of $8,000,000 of cash received from the exercise, and non-cash settlement of the warrant liability totaling $7,480,000.

Assets Measured on a Nonrecurring Basis

Assets that are measured at fair value on a nonrecurring basis are remeasured when carrying value exceeds fair value. This includes the evaluation of long-lived assets, goodwill and other intangible assets for impairment. The Company’s estimates of fair value required it to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances that might directly impact each of the relevant asset groups’ operations in the future and are therefore uncertain. The carrying value of the assets after any impairment approximates fair value.

The Company assesses the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the fair value of goodwill, using the income approach. Inputs used to calculate the fair value based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant.

The Company uses undiscounted future cash flows of the asset or asset group for equipment and intangible assets. During the three and nine months ended March 31, 2022, the Company wrote down certain long-lived assets other than goodwill related to the same reporting unit to fair value. The Company estimated the fair value when conducting the long-lived asset impairment tests primarily using an income approach and used a variety of unobservable inputs and underlying assumptions consistent with those discussed above for purposes of our goodwill impairment test.

During the three and nine months ended March 31, 2022, the Company recognized asset impairment charges to the goodwill and long-lived assets of the EGL, GGC and Helix reporting units (See Notes 6, 7 and 11).

Note 18 – Income Taxes

The Company’s provision for income taxes for the three and nine months ended March 31, 2022 and 2021 is as follows:

	Three months ended					Nine months ended
	March 31					March 31
		2022			2021		2022		2021
Income tax benefit (expense)	$	(431	)	$	—	$	5,503,430	$	—

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Management’s expected annualized effective tax rate would be 0%, except for the discrete item below, for both the three and nine months ended March 31, 2022 and 2021. The difference between the Company’s effective tax rates and the U.S. statutory tax rate of 21% was due to a valuation allowance related to the Company’s deferred tax assets.

For the nine months ended March 31, 2022, the Company recorded a discrete income tax benefit of $5,503,430, which is mostly attributable to a nonrecurring partial release of the Company’s U.S. valuation allowance as a result of purchase price accounting. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized.

Note 19 – Subsequent Events

Over-Allotment option

On April 1, 2022 the underwriters of the March 2022 Offering exercised the Over-Allotment option of 2,250,000 warrants to purchase shares at a price of $0.01 per warrant. The Company received net proceeds of $20,925.

Failure to Satisfy Nasdaq Continued Listing Rule or Standard

On April 11, 2022, the Company received a deficiency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company’s common stock had closed below $1.00 per share for the previous 30 consecutive business days.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of such notice, or until October 8, 2022, to regain compliance with the minimum bid price requirement. To regain compliance, the bid price for the Company’s common stock must close at $1.00 per share or more for a minimum of 10 consecutive business days.

Nasdaq’s written notice has no effect on the listing or trading of the Company’s common stock at this time, and the Company is currently evaluating its alternatives to resolve this listing deficiency.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like, believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

Esports is the competitive playing of video games by amateur and professional teams as a spectator sport. Esports typically takes the form of organized, multiplayer video games that include genres such as real-time strategy, fighting, first-person shooter and multiplayer online battle arena games. As of March 31, 2021, the three most popular esports Strike: Global games were Dota 2, League of Legends (each multiplayer online battle arena games) and Counter Offensive (a first-person shooter game). Other popular games include Fortnite, StarCraft II, Call of Duty¸ Overwatch, Hearthstone and Apex Legends. Most major professional esports events and a wide range of amateur esports events are broadcast live via streaming services including twitch.tv and youtube.com.

Esports Entertainment Group, Inc. (“Company” or “EEG”) is an esports focused iGaming and entertainment company with a global footprint. EEG’s strategy is to build and acquire betting and related platforms, and lever them into the rapidly growing esports vertical. We are focused on driving growth in two markets that include iGaming (“EEG iGaming”) and esports (“EEG Games”).

While EEG is focused on driving customer growth, revenues and brand recognition in both the iGaming and esports markets, it continues to operate as one reportable segment in the delivery of entertainment to its customers through its wagering and esports platforms. This determination considers the organizational structure of the Company and the nature of financial information available and reviewed by the chief operating decision maker to assess performance and make decisions about resource allocations.

We have financed operations primarily through the sale of equity securities, including the use of our ATM facility, and through the issuance of debt. Until revenues are sufficient to meet our needs, we will continue to attempt to secure financing through equity or debt securities.

EEG iGaming:

EEG iGaming includes the esports betting platform with full casino and sportsbook functionality and services for iGaming customers. Our in-house gambling software platform, Phoenix, is a modern reimagined sportsbook that caters to both millennial esports bettors as well as traditional sports bettors. Phoenix is being developed through the assets and resources from our FLIP acquisition.

EEG’s goal is to be a leader in the large and rapidly growing sector of esports real-money wagering, offering fans the ability to wager on professional esports events in a licensed and secure environment. From February 2021, under the terms of our Maltese Gaming Authority (MGA) license, we are now able to accept wagers from residents of over 180 jurisdictions including countries within the European Union, Canada, New Zealand and South Africa, on our ‘‘Vie.bet’’ platform.

Alongside the Vie.bet esports focused platform, EEG owns and operates:

● Argyll Entertainment’s flagship Sportnation.bet online sportsbook and casino brand, licensed in the UK and Ireland,

● Lucky Dino’s 5 online casino brands licensed by the MGA on its in-house built iDefix casino-platform, and

● The recently acquired Bethard online sportsbook and casino brands, operating under MGA, Spanish, Irish and Swedish licenses.

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On August 17, 2020, we announced entry into a multi-year partnership with Twin River Worldwide Holdings, Inc, now Bally’s Corporation, to launch their proprietary mobile sports betting product, ‘‘Vie.gg’, in the state of New Jersey, as a real money wagering “skin” of Bally’s Atlantic City, the holder of a New Jersey Casino License, Internet Gaming Permit and a Sports Wagering License. We were granted our transactional waiver by the New Jersey Division of Gaming Enforcement (‘‘DGE’’) on January 21, 2022.

We also currently hold five Tier-1 gambling licenses (Malta, UK, Ireland, Spain and Sweden) and are in the process of acquiring one in New Jersey. Our acquisitions of Argyll Entertainment, Lucky Dino and Bethard provide a foothold in mature markets in Europe into which we believe we can cross-sell our esports offerings.

EEG Games:

EEG Games’ focus is on providing esports entertainment experiences to gamers through a combination of 1) in-person experiences (at Helix Game Centers), 2) online tournaments (through our EGL tournament platform), and 3) player-vs-player wagering (through our proprietary wagering product). In order to provide exposure to our platforms, we have signed numerous exclusive marketing relationships with professional sports organizations across the NFL, NBA, NHL and MLS.

Underpinning our focus on esports and EEG Games customers, is our proprietary infrastructure software, ggCircuit. ggCircuit is the leading provider of local area network (“LAN”) center management software and services, enabling us to seamlessly manage mission critical functions such as game licensing and payments.

We believe that as the size of the market and the number of esports enthusiasts continues to grow, so will the number of esports enthusiasts who gamble on events, which would likely increase the demand for our platform.

Impact of COVID-19

The novel coronavirus (“COVID-19”) emerged in December 2019 and has since adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. The ongoing impacts of the COVID-19 pandemic has introduced material uncertainty and risk with respect to the Company and its performance, especially as it relates to in-person attendance at events and game centers.

The Company has previously indicated that a significant or prolonged decrease in consumer spending on entertainment or leisure activities may have an adverse effect on demand for the Company’s product offerings, including in-person access to game centers and tournaments, reducing cash flows and revenues, and thereby materially harming the Company’s business, financial condition and results of operations. During the three months ended March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted. As such, the Company recognized an impairment of long-lived assets held by its Helix game center business and impairment of goodwill held by EGL and GGC business. See Note 6, 7 and 11 for discussion of the asset impairment charges.

The ultimate impact of the COVID-19 pandemic on other areas of the business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the continuing COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption and reduced operations. A materially disruptive resurgence of COVID-19 cases or the emergence of additional variants or strains of COVID-19 could cause other widespread or more severe impacts depending on where infection rates are highest. Any resulting financial impact cannot be reasonably estimated at this time but may have a material adverse impact on our business, financial condition and results of operations. The Company will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19.

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Regulatory Environment

In July 2020, the Swedish Ministry for Finance implemented a number of restrictive measures on online casino operators in reaction to the impact of COVID-19 restrictions. These included caps on deposits and bonuses. This had a negative impact on revenues across the industry during that period. These restrictions were lifted on November 14, 2021.

A new licensing regime for online operators was introduced in the Netherlands, with applications being accepted from April 1, 2021. EEG did not apply for a license after assessing the criteria for applying and the extremely restrictive application by the Dutch regulator. The first licenses took effect on October 1, 2021. In a surprise to the market, the Dutch Minister issued guidance warning that even those operators that were not targeting the Dutch market but were passively accepting Dutch customers would be punished, with authorities given the power to issue increased fines. Prior to this guidance, operators had understood that passive acceptance of bets was permissible whilst preparing for a license application. The vast majority of unlicensed operators (including EEG’s brands) promptly withdrew from the Dutch market completely on October 1, 2021, closing all active Dutch customer accounts. The sudden and earlier than anticipated withdrawal from the Dutch market had a negative impact on the unlicensed operators in the region.

The Company continues to monitor developments related to regulatory activities.

Results of Operations

Comparison of the three months ended March 31, 2022 and 2021

Revenue

Revenue totaled $15.7 million in the three months ended March 31, 2022, an increase of $10.3 million, or 191%, from the $5.4 million recorded in the three months ended March 31, 2021. The increase is primarily attributable to the iGaming operations of Lucky Dino and Argyll that were acquired during fiscal year ended June 30, 2021 and Bethard that was acquired in July 2021 and GGC that was also acquired during the fiscal year ended June 30, 2021.

Cost of Revenue

Cost of revenue totaled $6.3 million in the three months ended March 31, 2022, an increase of $4.0 million, or 174%, from the $2.3 million recorded in the three months ended March 31, 2021. The increase is primarily attributable to the iGaming operations of Lucky Dino, Argyll and Bethard acquisitions and includes $2.7 million for additional payment processing fees, platform costs, gaming duties and costs related to revenue sharing arrangements, $0.9 million for the game provider expenses and $0.4 million higher other direct expenses related to the delivery of services.

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Sales and Marketing

Sales and marketing expense totaled $7.1 million in the three months ended March 31, 2022, an increase of $4.7 million, or 196%, over the $2.4 million recorded for the three months ended March 31, 2021. The increase was primarily attributable to $3.9 million higher marketing affiliate costs related to iGaming services, $0.6 million in additional sponsorship agreements with professional sports clubs and our service partners and $0.2 million higher other advertising and promotion expenses including event promotion.

General and Administrative

General and administrative expense totaled $14.3 million for the three months ended March 31, 2022, an increase of $8.0 million, or 127%, over the $6.3 million recorded for the three months ended March 31, 2021. The increase was primarily attributable to increases of $4.5 million in payroll costs, 2.6 million depreciation and amortization, $2.0 million related to other general and administrative cost including incremental costs for information technology related disbursements, and $0.3 million in professional fees, including accounting and legal expenses. This was offset by $1.4 million less transaction costs than the corresponding prior period.

Impairment

The Company experienced a sustained reduction of its share price during the second half of the three months ended March 31, 2022. The Company’s market capitalization implied an enterprise value which was significantly less than the sum of the estimated fair values of our reporting units, and as previously indicated, that with COVID-19 continuing and a significant or prolonged decrease in consumer spending on entertainment or leisure activities having an adverse effect on demand for the Company’s product offerings, including in-person access to game centers and tournaments, reducing cash flows and revenues, we determined that an indicator of a goodwill impairment was present as of March 31, 2022. During the three months ended March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted and that under the current liquidity and investment constraints it is less likely to reach the previously forecasted revenue and profits in EGL and GGC. Therefore, the Company recognized $38.6 million of asset impairment charges of long-lived assets, including $23.1 million of goodwill and $15.5 million of long-lived assets in the EGL, GGC and Helix reporting units, for the three months ended March 31, 2022. There were no impairment charges for the three months ended March 31, 2021.

Other Income (expense)

Other income (expense), net changed $6.1 million from an expense of $6.8 million for the three months ended March 31, 2021 to an expense of $12.9 million for the three months ended March 31, 2022. The change from other expense to other income for the three months ended March 31, 2022 results primarily from the $20.6 million derivative liability on senior convertible note expense and $0.6 million interest expense on the New Note offset by the $8.2 million gain on the fair value of warrants in the three months ended March 31, 2022. The fair value of the Series A and Series B warrant liabilities was determined using a Monte Carlo valuation model. The Series A and Series B Warrants, fair value decreased from $3.1 million as of December 31, 2021 to $0.3 million. The 15 million warrants issued as part of the March 2022 equity offering were initially valued using a Monte Carlo Valuation Model and then subsequently using the market value of the publicly traded warrants. The March 2022 Warrants decreased $5.4 million from initial fair value of $9.5 million as of March 2, 2022 to $4.1 million as of March 31, 2022, resulting in a total gain of $8.2 million. During the three months ended March 31, 2021, the Company recorded a $5.4 million loss related to the settlement of the warrant liability recorded in connection with the acquisition of Argyll through issuance of common stock and a $1.3 million loss to settle the contingent liability established in connection with the acquisition of FLIP through the issuance of common stock in the three months ended March 31, 2021.

Comparison of the nine months ended March 31, 2022 and 2021

Revenue

Revenue totaled $46.6 million in the nine months ended March 31, 2022, an increase of $38.6 million, or 483%, from the $8.0 million recorded in the nine months ended March 31, 2021. The increase is primarily attributable to the iGaming operations of Lucky Dino and Argyll that were acquired during the fiscal year ended June 30, 2021 and Bethard that was acquired in July 2021 and GGC that was also acquired during the fiscal year ended June 30, 2021.

Cost of Revenue

Cost of revenue totaled $19.2 million in the nine months ended March 31, 2022, an increase of $15.0 million, or 357%, from the $4.2 million recorded in the nine months ended March 31, 2021. The increase is primarily attributable to the iGaming operations of Lucky Dino, Argyll and Bethard acquisitions and includes $9.6 million for additional payment processing fees, platform costs, gaming duties and costs related to revenue sharing arrangements, $4.1 million additional for the game provider expenses and $1.3 million higher other direct expenses related to the delivery of services.

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Sales and Marketing

Sales and marketing expense totaled $21.3 million in the nine months ended March 31, 2022, an increase of $16.4 million, or 335%, over the $4.9 million recorded for the nine months ended March 31, 2021. The increase was primarily attributable to $12.0 million higher marketing affiliate costs related to iGaming services, $3.0 million in additional expense for sponsorship agreements with professional sports clubs and our service partners and $1.4 million higher other advertising and promotion expenses including event promotion.

General and Administrative

General and administrative expense totaled $38.7 million for the nine months ended March 31, 2022, an increase of $24.6 million, or 174%, over the $14.1 million recorded for the nine months ended March 31, 2021. The increase was primarily attributable to increases of $12.0 million in payroll costs, $8.4 million depreciation and amortization, $4.6 million related to other general and administrative cost including incremental costs for information technology related disbursements, and $0.8 million in professional fees, including accounting and legal expenses. This was offset by $1.2 million less transaction costs than the prior period.

Impairment

The Company experienced a sustained reduction of its share price during the second half of the three months ended March 31, 2022. The Company’s market capitalization implied an enterprise value which was significantly less than the sum of the estimated fair values of our reporting units, and as previously indicated, that with COVID-19 continuing and a significant or prolonged decrease in consumer spending on entertainment or leisure activities may have an adverse effect on demand for the Company’s product offerings, including in-person access to game centers and tournaments, reducing cash flows and revenues, we determined that an indicator of a goodwill impairment was present as of March 31, 2022. During the three months ended March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted and that under the current liquidity and investment constraints it is less likely to reach the previously forecasted revenue and profits in EGL and GGC. Therefore, the Company recognized $38.6 million of asset impairment charges of long-lived assets, including $23.1 million of goodwill and $15.5 million of long-lived assets in the EGL, GGC and Helix reporting units, for the nine months ended March 31, 2022. There were no impairment charges for the nine months ended March 31, 2021.

Other Income (expense)

Other income (expense), net changed $26.4 million from an expense of $6.3 million for the nine months ended March 31, 2021 to an expense of $32.7 million for the nine months ended March 31, 2022. The other expense for the nine months ended March 31, 2022 results primarily from the $22.1 million derivative liability on senior convertible note expense, $28.5 million of loss on extinguishment primarily attributable to amortization of the debt discount, $6.0 million loss on the conversion of the Senior Convertible Note, driven by the conversion of a principal provided to the Senior Convertible Note holder as part of the October 13, 2021 waiver provided on the covenants related to the Senior Convertible Note and $5.4 million in interest expense. These expenses were offset by other income primarily made up of $2.0 million for the change in the fair value of the contingent consideration due as part of the Bethard transaction and $28.6 million from the reduction in fair value of the warrant liability. Consistent with the valuation methods discussed above, the Series A and Series B Warrants, fair value decreased from $23.5 million as of June 30, 2021 to $0.3 million and the March 2022 Warrants decreased from initial fair value of $9.5 million as of March 2, 2022 to $4.1 million as of March 31, 2022, resulting in a total gain of $28.6 million. During the nine months ended March 31, 2021, the majority of the expense was from the $4.7 million loss related to the settlement of the warrant liability recorded in connection with the acquisition of Argyll through issuance of common stock and the $1.3 million loss to settle the contingent liability established in connection with the acquisition of FLIP through the issuance of common stock.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 2, Summary of Significant Accounting Policies.

Liquidity and Going Concern

The Company must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the unaudited condensed consolidated financial statements included in this report are issued. The evaluation of going concern under the accounting guidance requires significant judgment.

The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these unaudited condensed consolidated financial statements. One such factor considered by the Company is its compliance with certain debt covenants under terms of the Senior Convertible Note (the “Senior Convertible Note” or “New Note”). The Company has not maintained compliance with certain debt covenants and is currently in default under the terms of the Senior Convertible Note. On February 28, 2022 the Company exchanged the existing Senior Convertible Note (the “Old Senior Convertible Note”) with the New Note resulting in the increase of the principal outstanding balance of indebtedness from the carrying value of $29.1 million, as adjusted for the conversions of principal and Premium on Principal through February 22, 2022, to $35.0 million. The New Note is classified as a current liability on the unaudited condensed consolidated balance sheet as it may be redeemed by the holder prior to its maturity date. The Company has also recorded a derivative liability for the alternate conversion in the Senior Convertible Note of $20,573,051 in current liabilities on the unaudited condensed consolidated balance sheet million that may be due to the holder as part of the make-whole liability under the default terms of the Senior Convertible Note. The cash liability calculated under the terms of the New Note of approximately $80,000,000 is materially higher than the fair value of the derivative liability of $20,573,051 calculated at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note.  However, there can be no guarantee that the Company will be able to reach an agreement to restructure the New Note.

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The evaluation of going concern under the accounting guidance requires significant judgment. In addition to compliance with debt covenants, the Company has considered it has historically incurred losses and negative cash flows in recent years as it has prepared to grow its esports business through acquisition and new venture opportunities. The Company must also consider its current liquidity as well as future market and economic conditions that may be deemed outside the control of the Company as it relates to obtaining financing and generating future profits. On March 2, 2022 the Company closed an offering (the “March 2022 Offering”) in which it sold 15.0 million units at $1.00 consisting of one share of common stock and one warrant for a total of 15.0 million warrants with an exercise price of $1.00 (the “March 2022 Warrants”). The March 2022 Offering provided net cash proceeds of $13.6 million. As of March 31, 2022, the Company had $9.4 million of available cash on-hand and net current liabilities of $59.2 million. The amount of available cash on hand on May 20, 2022, one business day preceding this filing, was $5.6 million.

The Company believes that its current level of cash and cash equivalents are not sufficient to fund Its operations and obligations without additional financing. Although the Company has financing available, as further described below, the ability to raise financing using these sources is subject to several factors, including market and economic conditions, performance, and investor sentiment as it relates to the Company and the esports and iGaming industry. The combination of these conditions was determined to raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements.

In determining whether the Company can overcome the presumption of substantial doubt about its ability to continue as a going concern, the Company may consider the effects of any mitigating plans for additional sources of financing. The Company identified additional financing sources it believes are currently available to fund its operations and drive future growth that include (i) the potential proceeds from the exercise of the 15.0 million March 2022 Warrants exercisable at $1.00, outstanding at March 31, 2022, (ii) the ability to access capital using the at-the-money (“ATM”) equity offering program available to the Company whereby the Company can sell shares to raise gross proceeds up to $20 million (the Company has sold an aggregate of 1.2 million shares through the ATM through May 20, 2022, one business day preceding this filing, for gross proceeds of $4.0 million and had $16.0 million of gross proceeds remaining under the ATM at May 20, 2022), (iii) the ability to sell shares of common stock of the Company through a shelf registration statement on Form S-3 (File No. 333-252370) declared effective by the Securities and Exchange Commission (SEC) on February 5, 2021, and (iv) the ability to raise additional financing from other sources. The Company is also in discussions with the Holder of the Senior Convertible Note to restructure the payment terms and debt covenants. These above plans are likely to require the Company to place reliance on several factors, including favorable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company’s ability to continue as a going concern.

The Company’s sources and (uses) of cash for the nine months ended March 31, 2022 and 2021 are as follows:

	2022		2021
Cash used in operating activities	$	14,100,783	$	11,102,910
Cash used in investing activities	$	20,189,188	$	32,963,130
Cash provided by financing activities	$	23,681,839	$	52,777,325

At March 31, 2022, we had total current assets of $17.1 million and total current liabilities of $76.3 million. Net cash used in operating activities for the nine months ended March 31, 2022 was $14.1 million, which includes a net loss of $98.5 million, offset by net non-cash adjustments of $76.4 million.

Net cash used in investing activities for the nine months ended March 31, 2022 totaled $20.2 million principally related to the Bethard acquisition.

Net cash provided by financing activities for the nine months ended March 31, 2022 totaled 23.7 million that related to proceeds from the issuance of 15 million shares of common stock as part of the March 2022 Offering, the issuance of the 10% Series A cumulative redeemable convertible preferred stock and issuance of common stock under the ATM offset by the contingent consideration of Bethard and repayments of notes payable and finance lease.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the amounts reported in our unaudited condensed consolidated financial statements and the accompanying notes to unaudited condensed consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, including (with respect to the three and nine months ended March 31, 2022) the ongoing and potential impacts of the COVID-19 pandemic and related regulatory and government mandates and restrictions. Actual results may differ from these estimates.

Our critical accounting policies are those that are both material to the presentation of our financial condition and results of operations and require management’s most subjective and complex judgments. Other than the adoption of ASU No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment discussed in Note 2, there have been no material changes or updates to our critical accounting policies and estimates during the three and nine months ended March 31, 2022 as compared to the critical accounting policies and estimates disclosed in our June 30, 2021 10-K.

Off Balance Sheet Arrangements

None.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. For the reasons set forth below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide a reasonable level of assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Previously identified material weakness

During fiscal 2021, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not operating effectively at a reasonable assurance level. The material weaknesses identified during management’s assessment included insufficient period-end financial reporting controls as it relates to segregation of duties, reviews of completed or nonrecurring transactions, and procedures for preparing the financial statements and disclosures, and insufficient controls as it relates to information technology and evaluation of operating effectiveness of information technology controls.

During fiscal 2022, and the nine months ended March 31, 2022, we continue to implement remediation initiatives in response to the previously identified material weakness, including, but not limited to, the hiring of additional experienced accounting, audit and compliance personnel, and engaging with third party experts to strengthen the implementation of additional disclosure controls and procedures, including those designed to strengthen our segregation of duties and review processes related to accounting and financial statement presentation and disclosures. While we believe that these efforts have improved and will continue to improve our disclosure controls and procedures, remediation of the material weakness will require validation and testing of the operating effectiveness of disclosure internal controls over a sustained period of financial reporting cycles.

Our remediation efforts activities are ongoing and are subject to continued management review supported by ongoing design and testing. Notwithstanding the material weakness, our management has concluded that the consolidated financial statements included elsewhere in this Quarterly Report present fairly, in all material respects, our financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America.

Changes in internal control over financial reporting

Other than our ongoing remediation efforts with respect to our disclosure controls and procedures, which extend to our internal control over financial reporting, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Inherent limitation on the effectiveness of internal control

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In September 2018, Boustead Securities, LLC (“Boustead”) notified the Company of a claim that they were owed $192,664, as well as warrants to purchase 1,417,909 shares of the Company’s common stock as compensation for their acting as the placement agent for the sale of the Company’s securities between June 2017 and 2018. This matter was brought to arbitration on December 7, 2020. On February 3, 2021, the arbitration awarded Boustead Securities, LLC $289,874 in damages and allowable costs (excluding attorneys’ fees) with interest accruing approximately $21 per day. The Company paid $294,051 to settle the arbitration award, inclusive of accrued interest, on August 24, 2021.

The Company at times may be involved in litigation relating to claims arising from its operations in the normal course of business. The Company is currently not involved in any litigation that it believes could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

Other than the below, we believe there are no changes that constitute material changes from the risk factors previously disclosed in our Form 10-K, filed with the SEC on October 13, 2021.

Public health epidemics or outbreaks, such as COVID-19, could materially and adversely impact our business.

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. Due to the outbreak of COVID-19, almost all major sports events and leagues were postponed or put-on hold, for the period of Apr 2020-June 2020. The cancelation of major sports events had a significant short-term negative effect on betting activity globally. As a result, iGaming operators faced major short-term losses in betting volumes. To date online casino operations have generally continued as normal without any noticeable disruption due to the COVID-19 outbreak. The virus’s expected effect on online casino activity globally is expected to be overall positive or neutral. Travel restrictions and border closures have not materially impacted our ability to manage and operate the day-to-day functions of our business. Management has been able to operate in a virtual setting. However, if such restrictions become more severe, they could negatively impact those activities in a way that would harm our business over the long term. Travel restrictions impacting people can restrain our ability to operate, but at present we do not expect these restrictions on personal travel to be material to our business operations or financial results.

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a material adverse impact on our business, financial condition and results of operations.

The Company has not maintained compliance with certain financial covenants and is currently in default under the terms of the New Note. This could adversely affect our financial condition and our ability to meet our payment obligations on our indebtedness.

We have breached certain covenants under the New Note and are currently in default under its terms. Specifically, we failed to maintain compliance with certain financial covenants relating to available cash, our ratio of debt to market capitalization and minimum cash flow. In addition, the Company has not remitted payment to the Holder of the New Note in an amount equal to 30% of the gross proceeds from the March 2022 Offering to be applied as a reduction of principal. Furthermore, the New Note includes a provision that should both (i) the Company be in breach of its debt covenants and (ii) the price of the Company’s common stock trade below the Conversion Floor Price of $2.1832, the Holder may elect the Alternate Conversion option that includes a make-whole provision payable to the Holder in cash. As of March 31, 2022, the Company was in breach of its debt covenants and the price per share of its common stock had declined below the Conversion Floor Price. The Company estimates that it would be required to issue, subject to shareholder approval per Nasdaq rules up to 16,031,513 shares of common stock under the Alternate Conversion provisions of the New Note if the Holder elects the Alternate Conversion option. We have not been notified by the holder that it elected to convert the New Note at the Alternate Conversion option due to these breaches, nor has the Holder waived such breaches and any resulting defaults. The cash liability calculated under the terms of the New Note of approximately $80,000,000 is materially higher than the fair value of the derivative liability of $20,573,051 calculated at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note. However, there can be no guarantee that the Company will be able to reach an agreement to restructure the New Note.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2022, we issued 50,000 shares of common stock as compensation for services provided.

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Item 3. Defaults Upon Senior Securities

The Company has not maintained compliance with certain debt covenants and is currently in default under the terms of the Senior Convertible Note. See Note 2 and Note 12 of the unaudited condensed consolidated financial statements for additional information.

Item 4. Mine Safety Disclosure

Not Applicable.

Item 5. Other Information

None

Item 6. Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement between and among the Company and Maxim Group LLC and Joseph Gunnar & Co., LLC, as representative, dated February 27, 2022 (incorporated herein by reference to Exhibit 1.1 on that Form 8-K current report filed with the SEC on March 2, 2022).
4.1*	Warrant Agency Agreement by and between Esports Entertainment Group, Inc. and VStock Transfer, LLC including Form of Warrant, dated March 2, 2022 (incorporated herein by reference to Exhibit 4.1 on that Form 8-K current report filed with the SEC on March 2, 2022).
10.1	Master Services Agreement
31.1*	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
31.2*	Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1**	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith
**	Furnished herewith

44

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, there unto duly authorized.

	ESPORTS ENTERTAINMENT GROUP, INC.
Date: May 23, 2022	By:	/s/ Grant Johnson
		Grant Johnson Chief Executive Officer, and Chairman of the Board of Directors (Principal Executive Officer)
Date: May 23, 2022	By:	/s/ Damian Mathews
		Damian Mathews Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

45

EX-10.1

Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-31.1

EXHIBIT 31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Grant Johnson, certify that:

1. I have reviewed this Form 10-Q of Esports Entertainment Group, Inc. for the period ended March 31, 2022;

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;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 23, 2022

By:	/s/ Grant Johnson
	Grant Johnson
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Damian Mathews, certify that:

1. I have reviewed this Form 10-Q of Esports Entertainment Group, Inc. for the period ended March 31, 2022;

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;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 23, 2022

By:	/s/ Damian Mathews
	Damian Mathews
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Esports Entertainment Group, Inc. (the “Company”), on Form 10-Q for the period ended March 31, 2022, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Grant Johnson, Chief Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the period ended March 31, 2022, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended March 31, 2022, fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 23, 2022

By:	/s/ Grant Johnson
	Grant Johnson
	Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Esports Entertainment Group, Inc. (the “Company”), on Form 10-Q for the period ended March 31, 2022, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Damian Mathews, Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the period ended March 31, 2022, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended March 31, 2022, fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 23, 2022

By:	/s/ Damian Mathews
	Damian Mathews
	Chief Financial Officer

XML

Cover - shares	9 Months Ended
	Mar. 31, 2022	May 20, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--06-30
Entity File Number	001-39262
Entity Registrant Name	ESPORTS ENTERTAINMENT GROUP, INC.
Entity Central Index Key	0001451448
Entity Tax Identification Number	26-3062752
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Block 6
Entity Address, Address Line Two	Triq Paceville
Entity Address, City or Town	St. Julians
Entity Address, Country	MT
Entity Address, Postal Zip Code	STJ 3109
City Area Code	356
Local Phone Number	2713 1276
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		40,922,944
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	GMBL
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants [Member]
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	GMBLW
Security Exchange Name	NASDAQ
10.0% Series A Cumulative Redeemable Convertible Preferred Stock [Member]
Title of 12(b) Security	10.0% Series A Cumulative Redeemable Convertible Preferred Stock
Trading Symbol	GMBLP
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants One [Member]
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	GMBLZ
Security Exchange Name	NASDAQ

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Current assets
Cash	$ 9,404,637	$ 19,917,196
Restricted cash	2,968,183	3,443,172
Accounts receivable, net	374,435	136,681
Receivables reserved for users	1,329,709	2,290,105
Other receivables	1,339,497	658,745
Prepaid expenses and other current assets	1,727,567	3,264,344
Total current assets	17,144,028	29,710,243
Equipment, net	136,612	726,942
Operating lease right-of-use asset	221,332	1,272,920
Intangible assets, net	37,835,275	45,772,555
Goodwill	28,118,967	40,937,370
Other non-current assets	2,217,660	1,315,009
TOTAL ASSETS	85,673,874	119,735,039
Current liabilities
Accounts payable and accrued expenses	12,973,020	8,458,689
Liabilities to customers	3,932,287	3,057,942
Deferred revenue	580,004	22,110
Senior convertible note	35,000,000
Derivative liability	20,573,051
Current portion of notes payable and other long-term debt	258,385	223,217
Operating lease liability – current	585,786	414,215
Contingent consideration – current	2,436,591
Total current liabilities	76,339,124	12,176,173
Senior convertible note, net of unamortized discount		6,302,504
Notes payable and other long-term debt	112,425	221,300
Warrant liability	4,411,580	23,500,000
Deferred income taxes		1,870,861
Operating lease liability – non-current	1,120,225	878,809
Contingent consideration – non-current	1,296,385
Total liabilities	83,279,739	44,949,647
Commitments and contingencies (Note 13)
Mezzanine equity:
10% Series A cumulative redeemable convertible preferred stock, $0.001 par value, 1,725,000 authorized, 835,950 shares issued and outstanding, aggregate liquidation preference $9,195,450 at March 31, 2022	7,707,543
Stockholders’ equity (deficit)
Preferred stock $0.001 par value; 10,000,000 shares authorized
Common stock $0.001 par value; 500,000,000 shares authorized, 40,722,944 and 21,896,145 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively	40,723	21,896
Additional paid-in capital	144,528,035	122,341,002
Accumulated deficit	(145,364,841)	(46,908,336)
Accumulated other comprehensive loss	(4,517,325)	(669,170)
Total stockholders’ equity (deficit)	(5,313,408)	74,785,392
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 85,673,874	$ 119,735,039

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Statement of Financial Position [Abstract]
Temporary equity, par value	$ 0.001
Temporary equity, shares authorized	1,725,000
Temporary equity, shares issued	835,950
Temporary equity, shares outstanding	835,950
Temporary equity, liquidation preference	$ 9,195,450
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	40,722,944	21,896,145
Common stock, shares outstanding	40,722,944	21,896,145

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net revenue	$ 15,699,587	$ 5,398,708	$ 46,638,925	$ 7,983,293
Operating costs and expenses:
Cost of revenue	6,282,445	2,321,620	19,248,877	4,249,889
Sales and marketing	7,074,414	2,399,200	21,332,423	4,891,688
General and administrative	14,339,615	6,291,388	38,685,937	14,082,111
Asset impairment charges	38,629,310		38,629,310
Total operating expenses	66,325,784	11,012,208	117,896,547	23,223,688
Operating loss	50,626,197	5,613,500	71,257,622	15,240,395
Other income (expense):
Interest expense	(611,021)		(5,368,933)
Loss on conversion of senior convertible note			(5,999,662)
Loss on extinguishment of senior convertible note			(28,478,804)
Change in fair value of derivative liability on Senior Convertible Note	(20,573,051)		(22,055,672)
Change in fair value of warrant liability	8,181,398	(5,358,313)	28,641,920	(4,729,924)
Change in fair value of contingent consideration	99,247	(1,305,804)	1,950,693	(1,305,804)
Other non-operating income (loss)	(39,440)	(165,463)	(1,391,855)	(265,487)
Total other income (expense), net	(12,942,867)	(6,829,580)	(32,702,313)	(6,301,215)
Loss before income taxes	63,569,064	12,443,080	103,959,935	21,541,610
Income tax benefit (expense)	(431)		5,503,430
Net loss	63,569,495	12,443,080	98,456,505	21,541,610
Dividend on 10% Series A cumulative redeemable convertible preferred stock	(200,628)		(300,942)
Accretion of 10% Series A cumulative redeemable convertible preferred stock to redemption value	(73,136)		(108,209)
Net loss attributable to common stockholders	$ 63,843,259	$ 12,443,080	$ 98,865,656	$ 21,541,610
Net loss per common share:
Basic and diluted loss per common share	$ (2.11)	$ (0.73)	$ (3.97)	$ (1.54)
Weighted average number of common shares outstanding, basic and diluted	30,308,685	16,950,275	24,874,910	13,974,197

XML

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net loss	$ 63,569,495	$ 12,443,080	$ 98,456,505	$ 21,541,610
Other comprehensive loss:
Foreign currency translation loss	1,631,630	892,953	3,848,155	955,702
Total comprehensive loss	$ 65,201,125	$ 13,336,033	$ 102,304,660	$ 22,497,312

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	10% Series A Cumulative Redeemable Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning Balance at Jun. 30, 2020		$ 11,233	$ 31,918,491	$ (20,535,602)		$ 11,394,122
Beginning Balance, shares at Jun. 30, 2020		11,233,223
Common stock issued for services		$ 291	$ 1,873,551			$ 1,873,842
Common stock issued for services, shares		291,256
Stock based compensation			36,035			36,035
Foreign exchange translation					$ 941	$ 941
Net loss				(1,808,493)		(1,808,493)
Common stock issued upon the exercise of warrants		$ 276	1,024,648			1,024,924
Common stock issued upon the exercise of warrants, shares		275,463
Common stock and warrants issued for LHE Enterprises Limited		$ 650	3,801,850			3,802,500
Common stock and warrants issued for LHE Enterprises Limited, shares		650,000
Stock issued for FLIP Acquisition		$ 94	499,906			500,000
Stock issued for FLIP Acquisition, shares		93,808
Ending Balance at Sep. 30, 2020		$ 12,544	39,154,481	(22,344,095)	941	16,823,871
Ending Balance, shares at Sep. 30, 2020		12,543,750
Beginning Balance at Jun. 30, 2020		$ 11,233	31,918,491	(20,535,602)		11,394,122
Beginning Balance, shares at Jun. 30, 2020		11,233,223
Common stock issued for services						$ 3,290,570
Common stock issued for services, shares						528,997
Net loss						$ (21,541,610)
10% Series A cumulative redeemable convertible preferred stock cash dividend
Ending Balance at Mar. 31, 2021		$ 20,167	104,417,852	(42,077,212)	(955,702)	61,405,105
Ending Balance, shares at Mar. 31, 2021		20,166,740
Beginning Balance at Sep. 30, 2020		$ 12,544	39,154,481	(22,344,095)	941	16,823,871
Beginning Balance, shares at Sep. 30, 2020		12,543,750
Common stock issued for services		$ 192	$ 982,579			$ 982,771
Common stock issued for services, shares		191,736
Stock based compensation			296,148			296,148
Foreign exchange translation					$ (63,690)	$ (63,690)
Net loss				(7,290,037)		(7,290,037)
Common stock issued upon the exercise of warrants		$ 844	3,232,274			3,233,118
Common stock issued upon the exercise of warrants, shares		844,408
Ending Balance at Dec. 31, 2020		$ 13,580	43,665,482	(29,634,132)	(62,749)	13,982,181
Ending Balance, shares at Dec. 31, 2020		13,579,894
Common stock issued for services		$ 45	$ 433,912			$ 433,957
Common stock issued for services, shares		46,005
Stock based compensation			345,006			345,006
Foreign exchange translation					$ (892,953)	$ (892,953)
Net loss				(12,443,080)		(12,443,080)
10% Series A cumulative redeemable convertible preferred stock cash dividend
Common stock issued in equity financing, net of issuance costs		$ 2,000	27,338,000			27,340,000
Common stock issued in equity financing net of issuance costs shares		2,000,000
Stock issued for FLIP Acquisition		$ 94	1,717,527			1,717,621
Stock issued for FLIP Acquisition, shares		93,808
Stock issued for EGL Acquisition		$ 293	2,193,540			2,193,833
Stock issued for EGL Acquisition, shares		292,511
Common stock issued upon the exercise of options and warrants		$ 4,155	28,724,385			28,728,540
Common stock issued upon the exercise of options and warrants, shares		4,154,522
Ending Balance at Mar. 31, 2021		$ 20,167	104,417,852	(42,077,212)	(955,702)	61,405,105
Ending Balance, shares at Mar. 31, 2021		20,166,740
Beginning Balance at Jun. 30, 2021		$ 21,896	122,341,002	(46,908,336)	(669,170)	74,785,392
Beginning Balance, shares at Jun. 30, 2021		21,896,145
Common stock issued upon the exercise of stock options		$ 8	40,961			$ 40,969
Common stock issued upon the exercise of stock options, shares		8,500				8,500
Common stock issued for services		$ 79	$ 574,220			$ 574,299
Common stock issued for services, shares		78,527
Stock based compensation			308,073			308,073
Foreign exchange translation					$ (1,424,986)	$ (1,424,986)
Net loss				(552,381)		(552,381)
Ending Balance at Sep. 30, 2021		$ 21,983	123,264,256	(47,460,717)	(2,094,156)	73,731,366
Ending Balance, shares at Sep. 30, 2021		21,983,172
Beginning Balance at Jun. 30, 2021		$ 21,896	122,341,002	(46,908,336)	(669,170)	74,785,392
Beginning Balance, shares at Jun. 30, 2021		21,896,145
Net loss						(98,456,505)
10% Series A cumulative redeemable convertible preferred stock cash dividend						(300,942)
Ending Balance at Mar. 31, 2022	$ 7,707,543	$ 40,723	144,528,035	(145,364,841)	(4,517,325)	(5,313,408)
Ending Balance, shares at Mar. 31, 2022	835,950	40,722,944
Beginning Balance at Sep. 30, 2021		$ 21,983	123,264,256	(47,460,717)	(2,094,156)	73,731,366
Beginning Balance, shares at Sep. 30, 2021		21,983,172
Common stock issued upon the exercise of stock options		$ 5	26,505			$ 26,510
Common stock issued upon the exercise of stock options, shares		5,500				5,500
Common stock issued for services		$ 4	$ (4)
Common stock issued for services, shares		4,000
Stock based compensation			1,729,401			1,729,401
Foreign exchange translation					$ (791,539)	$ (791,539)
Net loss				(34,334,629)		(34,334,629)
Proceeds from issuance of 10% Series A cumulative redeemable convertible preferred stock	$ 7,599,334
Proceeds from issuance of 10% Series A cumulative redeemable convertible preferred stock, shares	835,950
Accretion of redemption value and issuance costs	$ 35,073		(35,073)			(35,073)
10% Series A cumulative redeemable convertible preferred stock cash dividend			(100,314)			(100,314)
Conversion of senior convertible note		$ 1,702	8,241,752			8,243,454
Conversion of senior convertible note, shares		1,701,841
Issuance of common stock under the ATM, net of issuance costs		$ 376	1,538,843			1,539,219
Issuance of common stock under the ATM, net of issuance costs, shares		375,813
Ending Balance at Dec. 31, 2021	$ 7,634,407	$ 24,070	134,665,366	(81,795,346)	(2,885,695)	$ 50,008,395
Ending Balance, shares at Dec. 31, 2021	835,950	24,070,326
Common stock issued upon the exercise of stock options, shares
Common stock issued for services		$ 50	$ 31,400			$ 31,450
Common stock issued for services, shares		50,000
Stock based compensation			1,315,052			1,315,052
Foreign exchange translation					$ (1,631,630)	$ (1,631,630)
Net loss				(63,569,495)		(63,569,495)
Accretion of redemption value and issuance costs	73,136		(73,136)			(73,136)
10% Series A cumulative redeemable convertible preferred stock cash dividend			(200,628)			(200,628)
Conversion of senior convertible note		$ 813	2,408,381			2,409,194
Conversion of senior convertible note, shares		812,618
Issuance of common stock under the ATM, net of issuance costs		$ 790	2,345,100			2,345,890
Issuance of common stock under the ATM, net of issuance costs, shares		790,000
Common stock issued in equity financing, net of issuance costs		$ 15,000	4,036,500			4,051,500
Common stock issued in equity financing net of issuance costs shares		15,000,000
Ending Balance at Mar. 31, 2022	$ 7,707,543	$ 40,723	$ 144,528,035	$ (145,364,841)	$ (4,517,325)	$ (5,313,408)
Ending Balance, shares at Mar. 31, 2022	835,950	40,722,944

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (98,456,505)	$ (21,541,610)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation	9,555,184	1,592,487
Asset impairment charges	38,629,310
Right-of-use asset amortization	471,007	94,674
Stock-based compensation	3,958,275	3,055,118
Deferred income taxes	(5,503,861)
Loss on conversion of senior convertible note	5,999,662
Loss on extinguishment of senior convertible note	28,478,804
Amortization of debt discount	3,389,055
Change in fair value of warrant liability	(28,641,920)	4,729,924
Change in fair value of contingent consideration	(1,950,693)	1,305,804
Change in fair value of derivative liability	22,055,672
Other non-cash charge, net		(64,023)
Changes in operating assets and liabilities:
Accounts receivable	(198,876)	(9,687)
Receivables reserved for users	1,238,509	(1,475,776)
Other receivables	(764,685)	(344,856)
Prepaid expenses and other current assets	1,490,618	(702,448)
Other non-current assets	144,996	(79,610)
Accounts payable and accrued expenses	4,874,643	1,508,583
Liabilities to customers	697,334	822,020
Deferred revenue	557,894	48,227
Operating lease liability	(125,206)	(40,423)
Other, net		(1,314)
Net cash used in operating activities	(14,100,783)	(11,102,910)
Cash flows from investing activities:
Cash consideration paid for Bethard acquisition, net of cash acquired	(20,067,871)
Cash consideration paid for Lucky Dino, net of cash acquired		(28,930,540)
Cash consideration paid for EGL, net of cash acquired		(477,351)
Cash consideration paid for Argyll, net of cash acquired		(728,926)
Cash consideration paid for FLIP		(100,000)
Payments made in connection with loans receivable		(2,000,000)
Purchase of intangible assets	(34,647)	(698,187)
Purchases of equipment	(86,670)	(28,126)
Net cash used in investing activities	(20,189,188)	(32,963,130)
Cash flows from financing activities:
Proceeds from equity financing, net of issuance costs	13,605,000	27,340,000
Proceeds from issuance of 10% Series A cumulative redeemable convertible preferred stock, net of issuance costs	7,599,334
Payment of dividends on 10% Series A cumulative redeemable convertible preferred stock	(300,942)
Issuance of common stock under the ATM, net of issuance costs	3,885,109
Payment of Bethard contingent consideration	(1,016,331)
Proceeds from exercise of stock options and warrants, net of issuance costs	67,479	25,506,582
Repayment of notes payable and finance leases	(157,810)	(69,257)
Net cash provided by financing activities	23,681,839	52,777,325
Effect of exchange rate on changes in cash and restricted cash	(379,416)	(755,543)
Net decrease in cash and restricted cash	(10,987,548)	7,955,742
Cash and restricted cash	23,360,368	12,353,307
Cash and restricted cash	12,372,820	20,309,049
Cash	9,404,637	16,880,683
Restricted cash	2,968,183	3,428,366
Cash	19,917,196	12,353,307
Restricted cash	3,443,172
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest	1,734,291
Income taxes	431
SUPPLEMENTAL DISLCOSURE OF NON-CASH FINANCING ACTIVITIES:
Fair value of contingent consideration payable in cash and common stock for Bethard acquisition	6,700,000
Conversion of senior convertible notes to common stock	10,652,648
Accretion of 10% Series A cumulative redeemable convertible preferred stock	108,209
Right-of-use asset obtained in exchange for operating lease obligation	1,112,960
Finance lease asset obtained in exchange for financing lease obligation	96,018
Common stock issued for Argyll		3,802,500
Change in purchase price consideration related to warrant liability for Argyll acquisition		2,738,095
Settlement of Argyll acquisition warrant liability for common stock		7,480,000
Common stock issued for EGL		2,193,833
Contingent consideration payable for EGL		300,000
Common stock issued for FLIP acquisition at closing		411,817
Settlement of FLIP contingent consideration in common stock		500,000
Share settlement of liabilities to be settled in stock account		$ 927,855

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Nature of Operations

9 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Note 1 – Nature of Operations

Esports Entertainment Group, Inc. (“Company” or “EEG”) was formed in the State of Nevada on July 22, 2008 under the name Virtual Closet, Inc., before changing its name to DK Sinopharma, Inc. on June 6, 2010 and then to, VGambling, Inc. on August 12, 2014. On or about April 24, 2017, VGambling, Inc. changed its name to Esports Entertainment Group, Inc.

The Company is a diversified operator of iGaming, traditional sports betting and esports businesses with a global footprint. The Company’s strategy is to build and acquire iGaming and traditional sports betting platforms and use them to grow the esports business whereby customers have access to game centers, online tournaments and player-versus-player wagering. On July 31, 2020, the Company commenced revenue generating operations with the acquisition of LHE Enterprises Limited, a holding company for Argyll Entertainment (“Argyll”), an online sportsbook and casino operator. On January 21, 2021, the Company completed its acquisition of Phoenix Games Network Limited, the holding company for the Esports Gaming League (“EGL”), and provider of event management and team services, including live and online events and tournaments. On March 1, 2021, the Company completed the acquisition of the operating assets and specified liabilities that comprise the online gaming operations of Lucky Dino Gaming Limited, a company registered in Malta, and Hiidenkivi Estonia OU, its wholly owned subsidiary registered in Estonia (collectively referred to as “Lucky Dino”). On June 1, 2021, the Company also acquired Helix Holdings, LLC (“Helix”) and ggCircuit, LLC (“GGC”). Helix is an owner and operator of esports centers that provide esports programming and gaming infrastructure and is also the owner of the EEG Labs, an analytics platform, and a proprietary player-versus-player wagering platform. GGC is a business-to-business software company that provides cloud-based management for gaming centers, a tournament platform and integrated wallet and point-of-sale solutions. On July 13, 2021, the Company completed its acquisition of the online casino and sports book business operating under the brand of Bethard (referred to herein as “Bethard”). Bethard’s business-to-consumer operations provides sportsbook, casino, live casino and fantasy sport betting services.

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Summary of Significant Accounting Policies

9 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Pursuant to the rules and regulations of the SEC, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. The unaudited condensed consolidated financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the annual period ended June 30, 2021.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Reportable Segment

The Company determined it has one reportable segment. This determination considers the organizational structure of the Company and the nature of financial information available and reviewed by the chief operating decision maker to assess performance and make decisions about resource allocations.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations or total assets, liabilities and stockholders’ equity (deficit).

Use of estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the valuation and recoverability of goodwill and intangible assets, the accounting for business combinations, including estimating contingent consideration and allocating purchase price, estimating fair value of intangible assets, estimating the useful life of fixed assets and intangible assets, as well as the estimates related to accruals and contingencies.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these unaudited condensed consolidated financial statements. One such factor considered by the Company is its compliance with certain debt covenants under terms of the Senior Convertible Note (the “Senior Convertible Note” or “New Note”). The Company has not maintained compliance with certain debt covenants and is currently in default under the terms of the Senior Convertible Note. On February 28, 2022 the Company exchanged the existing Senior Convertible Note (the “Old Senior Convertible Note”) with the New Note resulting in the increase of the principal outstanding balance of indebtedness from the carrying value of $29,150,001, as adjusted for the conversions of principal and Premium on Principal through February 22, 2022, to $35,000,000. The New Note is classified as a current liability on the unaudited condensed consolidated balance sheet as it may be redeemed by the holder prior to its maturity date. The Company has also recorded a derivative liability for the alternate conversion in the Senior Convertible Note of $20,573,051 in current liabilities on the unaudited condensed consolidated balance sheet that may be due to the holder as part of the make-whole liability under the default terms of the Senior Convertible Note. The cash liability calculated under the terms of the New Note of approximately $80,000,000 is materially higher than the fair value of the derivative liability of $20,573,051 calculated at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note.  However, there can be no guarantee that the Company will be able to reach an agreement to restructure the New Note. See Note 12 for additional information regarding the Old Senior Convertible Note and the New Note, and the potential effects on our business, financial condition, and results of operations.

In addition to compliance with debt covenants, the Company has considered historical losses and negative cash flows from operations in its evaluation of going concern. The Company has also considered its liquidity and future market and economic conditions as it relates to obtaining financing and generating future profits. On March 2, 2022 the Company closed an offering (the “March 2022 Offering”) in which it sold 15,000,000 units at $1.00 consisting of one share of common stock and one warrant for a total of 15,000,000 warrants with an exercise price of $1.00 (the “March 2022 Warrants”). The March 2022 Offering provided net cash proceeds of $13,605,000. As of March 31, 2022, the Company had $9,404,637 of available cash on-hand and net current liabilities of $59,195,096. The amount of available cash on hand on May 20, 2022, one business day preceding this filing, was $5,592,250.

The Company believes that its current level of cash and cash equivalents are not sufficient to fund its operations and obligations without additional financing. Although the Company has financing available, as further described below, the ability to raise financing using these sources is subject to several factors, including market and economic conditions, performance, and investor sentiment as it relates to the Company and the esports and iGaming industry. The combination of these conditions was determined to raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements.

In determining whether the Company can overcome the presumption of substantial doubt about its ability to continue as a going concern, the Company may consider the effects of any mitigating plans for additional sources of financing. The Company identified additional financing sources it believes are currently available to fund its operations and drive future growth that include (i) the potential proceeds from the exercise of the 15,000,000 March 2022 Warrants exercisable at $1.00, outstanding at March 31, 2022, (ii) the ability to access capital using the at-the-money (“ATM”) equity offering program available to the Company whereby the Company can sell shares to raise gross proceeds up to $20,000,000 (the Company has sold an aggregate of 1,165,813 shares through the ATM through May 20, 2022, one business day preceding this filing, for gross proceeds of $4,005,267 and had $15,994,733 of gross proceeds remaining under the ATM at May 20, 2022), (iii) the ability to sell shares of common stock of the Company through a shelf registration statement on Form S-3 (File No. 333-252370) declared effective by the Securities and Exchange Commission (SEC) on February 5, 2021, and (iv) the ability to raise additional financing from other sources. The Company is also in discussions with the Holder of the Senior Convertible Note to restructure the payment terms and debt covenants.

These above plans are likely to require the Company to place reliance on several factors, including favorable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

COVID-19

The novel coronavirus (“COVID-19”) emerged in December 2019 and has since adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. The ongoing impacts of the COVID-19 pandemic has introduced material uncertainty and risk with respect to the Company and its performance, especially as it relates to in-person attendance at events and game centers.

The Company has previously indicated that a significant or prolonged decrease in consumer spending on entertainment or leisure activities may have an adverse effect on demand for the Company’s product offerings, including in-person access to game centers and tournaments, reducing cash flows and revenues, and thereby materially harming the Company’s business, financial condition and results of operations. During the three months ended March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted. As such, the Company recognized an impairment of long-lived assets held by its EGL, and Helix businesses and impairment of goodwill held by its EGL, GGC and Helix businesses. See Notes 6, 7 and 11 for discussion of the asset impairment charges.

The ultimate impact of the COVID-19 pandemic on other areas of the business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the continuing COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption and reduced operations. A materially disruptive resurgence of COVID-19 cases or the emergence of additional variants or strains of COVID-19 could cause other widespread or more severe impacts depending on where infection rates are highest. Any resulting financial impact cannot be reasonably estimated at this time but may have a material adverse impact on our business, financial condition and results of operations. The Company will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19.

Cash and Cash Equivalents

Cash includes cash on hand. Cash equivalents consist of highly liquid financial instruments purchased with an original maturity of three months or less. As of March 31, 2022 and June 30, 2021 the Company did not have any financial instruments classified as cash equivalents. At times, cash deposits inclusive of restricted cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Accounts are insured by the FDIC up to $250,000 per financial institution. There have been no losses recognized on cash balances held at these financial institutions.

Restricted Cash

Restricted cash includes cash reserves maintained for compliance with gaming regulations that require adequate liquidity to satisfy the Company’s liabilities to customers.

Receivables Reserved for Users

User deposit receivables are stated at the amount the Company expects to collect from a payment processor. A user initiates a deposit with a payment processor, and the payment processor remits the deposit to the Company. The amount due from the payment processor is recorded as a receivable reserved for users on the unaudited condensed consolidated balance sheets. An allowance for doubtful accounts may be established if it is determined that the Company is unable to collect a receivable from a payment processor. An increase to the allowance for doubtful accounts is recognized as a loss within general and administrative expenses in the unaudited condensed consolidated statements of operations. The allowance for doubtful accounts is not material to the unaudited condensed consolidated financial statements.

Liabilities to Customers

The Company records liabilities to customers, also referred to as player liabilities, for the amounts that may be withdrawn by a player at a given time. The player liabilities include player deposits, bonuses or incentive awards and user winnings less withdrawals, tax withholdings and player losses. The Company maintains a restricted cash balance and player deposits held by third parties, recorded as receivables reserved for users on the unaudited condensed consolidated balance sheets, at levels equal to or exceeding its liabilities to customers.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting. The Company records the assets acquired, liabilities assumed and acquisition-related contingent consideration at fair value on the date of acquisition. The difference between the purchase price, including any contingent consideration, and the fair value of net assets acquired is recorded as goodwill. The Company may adjust the preliminary purchase price and purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances that impact the determination of fair value at the acquisition date. Any change in fair value of acquisition-related contingent consideration resulting from events after the acquisition date is recognized in earnings. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

Digital Assets

Digital assets are currently comprised of Ethereum cryptocurrency. The digital assets are included in current assets in the accompanying unaudited condensed consolidated balance sheets. The classification of digital assets as a current asset has been made after the Company’s consideration of the consistent daily trading volume on cryptocurrency exchange markets. There are no limitations or restrictions on the Company’s ability to sell digital assets, and the pattern of actual sales of digital assets by the Company. Digital assets purchased are recorded at cost and cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below.

Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital asset at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Impairment losses of the Company’s digital assets were not material to the unaudited condensed consolidated financial statements for the three or nine months ended March 31, 2022.

The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. The Company generally liquidates its digital assets position monthly, or more frequently depending upon the market conditions. The Company’s recognized realized gains through the sale and disbursement of digital assets during the three and nine months ended March 31, 2022 and 2021 was not material to the unaudited condensed consolidated financial statements. At March 31, 2022, the Company’s digital assets were not material to the unaudited condensed consolidated financial statements.

Goodwill

Goodwill represents the excess of fair value of consideration paid for an acquired entity over the fair value of the assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but rather it is tested for impairment at the reporting unit level on an annual basis on April 1 for each fiscal year, or more often if events or changes in circumstances indicate that more likely than not the carrying amount of the asset may not be recoverable. A reporting unit represents an operating segment or a component of an operating segment. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss in accordance with Accounting Standards Update (“ASU”) No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. The Company utilizes a discounted cash flow analysis, referred to as an income approach, and uses internal and market multiples, to assess reasonableness of assumptions, to determine the estimated fair value of our reporting units. For the income approach, significant judgments and assumptions including anticipated revenue growth rates, discount rates, gross margins, operating expenses, working capital needs and capital expenditures are inherent in the fair value estimates, which are based on our operating and capital forecasts. As a result, actual results may differ from the estimates utilized in our income approach. The use of alternate judgments and/or assumptions could result in a fair value that differs from our estimate and could result in the recognition of additional impairment charges in the financial statements. As a test for reasonableness, the Company also considers the combined fair values of our reporting units to a reasonable market capitalization of the Company. The Company may elect not to perform the qualitative assessment for some or all reporting units and perform a quantitative impairment test.

During the three and nine months ended March 31, 2022, the Company recognized goodwill impairment charges of $23,119,755 reducing the goodwill of the Helix and EGL and GGC reporting units, (see Note 7 for additional information regarding the goodwill impairment, and the effects on our business, financial condition, and results of operations). There were no goodwill impairment charges recorded during the three and nine months ended March 31, 2021. Changes in economic, regulatory and operating conditions and the continuing impact of COVID-19 could result in additional goodwill impairment in future periods.

Intangible assets

Intangible assets with determinable lives consist of player relationships, developed technology and software, tradename and gaming licenses. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful lives of 5 years for player relationships and developed technology and software, 10 years for tradename and 2 years for gaming licenses. The Company also capitalizes internal-use software costs such as external consulting fees, payroll and payroll-related costs and stock-based compensation for employees in the Company’s development and information technology groups who are directly associated with, and who devote time to, the Company’s internal-use software projects. Capitalization begins when the planning stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are expensed as incurred. The Company also holds indefinite-lived intangible assets in the form of digital assets as discussed above.

Impairment of Long-Lived Assets

Equipment and other long-lived assets, including finite lived intangibles, are evaluated for impairment periodically or when events and circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation is required, an estimate of future undiscounted cash flows are determined through estimated disposition date of the asset. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value, considering external market participant assumptions. An estimation of future cash flows requires significant judgment as the Company makes assumptions about future results and market conditions. Since the determination of future cash flows is an estimate of future performance, there may be impairments recognized in future periods in the event future cash flows do not meet expectations. The Company recognized $13,484,122 for the impairment of the EGL and Helix tradenames and developed technology and software and the impairment of the GGC tradename and developed technology (see Note 7), $608,626 for the impairment of the EGL computer equipment and Helix game centers computer equipment, leasehold improvements and furniture and equipment (see Note 6), and $1,416,807 for the impairment of operating lease right-of-use assets for the Helix building rentals (see Note 11), in asset impairment charges in the unaudited condensed consolidated statements of operations. There were no impairment charges on other long-lived assets identified for the three and nine months ended March 31, 2021.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between U.S. GAAP treatment and tax treatment of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits.

The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties.

Derivative Instruments

The Company evaluates its convertible notes and equity instruments, as well as warrants, to determine if those contracts or embedded components of those contracts qualify as derivatives (Note 12). The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability (Note 17). In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense (Note 17).

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current to correspond with its host instrument. The Company records the fair value of the remaining embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining embedded derivative warrants as other income or expense in the unaudited condensed consolidated statements of operations.

Fair Value Measurements

Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:

Level 1:	Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts contingent consideration resulting from a business combination, as well as derivative financial instruments and warrant liabilities to fair value on a recurring basis. Certain long-lived assets may be periodically required to be measured at fair value on a nonrecurring basis, including long-lived assets that are impaired. The fair value for other assets and liabilities such as cash, restricted cash, accounts receivable, receivables reserved for users, other receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and liabilities to customers have been determined to approximate carrying amounts due to the short maturities of these instruments. The fair value of the Senior Convertible Note and lease liabilities approximate their carrying value based on current interest and discount rates.

Earnings Per Share

Basic income (loss) per share is calculated using the two-class method. Under the two-class method, basic income (loss) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted income (loss) per share is computed similar to basic income (loss) per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued if such additional common shares were dilutive. Diluted income (loss) per share includes the effect of potential common shares, such as the Company’s preferred stock, notes, warrants and stock options, to the extent the effect is dilutive. As the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded, as their effect would be anti-dilutive.

The following securities were excluded from weighted average diluted common shares outstanding for the three and nine months ended March 31, 2022 and 2021 because their inclusion would have been antidilutive:

	As of March 31,
	2022		2021
Common stock options		1,359,401		481,676
Common stock warrants		20,350,558		1,415,991
Common stock issuable upon conversion of senior convertible note		16,031,513		—
10% Series A cumulative redeemable convertible preferred stock		835,950		—
Total		38,577,422		1,897,667

Revenue and Cost Recognition

The revenue of the Company is currently generated from online casino and sports betting (referred to herein as “iGaming” revenue), as well from the provision of esports event and team management services. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers (“ASC 606”) when control of a product or service is transferred to a customer. The amount of revenue is measured at the transaction price, or the amount of consideration that the Company expects to receive in exchange for transferring a promised good or service. The transaction price includes estimates of variable consideration to the extent that it is probable that a significant reversal of revenue recognized will not occur.

Revenue generating activities of the Company may be subject to value added tax (“VAT”) in certain jurisdictions in which the Company operates. Revenue is presented net of VAT in the consolidated statements of operations. VAT receivables and VAT payables are included in other receivables and accounts payable and accrued expenses, respectively on the consolidated balance sheets. Sales to customers do not have significant financing components or payment terms greater than 12 months.

iGaming Revenue

iGaming revenue is derived from the placement of bets by end-users, also referred to as customers, through online gaming sites. The transaction price in an iGaming contract, or Net Gaming Revenue (“NGR”), is the difference between gaming wins and losses, as further reduced by any nondiscretionary incentives awarded to the customer. Gaming transactions involve four performance obligations, namely the settlement of each individual bet, the honoring of discretionary incentives available to the customer through loyalty reward programs, the award of free spin and deposit match bonuses, and the winning of a casino jackpot. The total amount wagered by a customer is commonly referred to as the win or Gross Gaming Revenue (“GGR”). The GGR is allocated to each performance obligation using the relative standalone selling price (“SSP”) determined for iGaming contracts.

Revenue recognition for individual wagers is recognized when the gaming occurs, as such gaming activities are settled immediately. The revenue allocated to incentives, such as loyalty points offered through a rewards program, is deferred and recognized as revenue when the loyalty points are redeemed. Revenue allocated to free spins and deposit matches, referred to as bonuses, are recognized at the time that they are wagered. The revenue for jackpot games is recognized when the jackpot is won by the customer. The Company applies a practical expedient by accounting for its performance obligations on a portfolio basis as iGaming contracts have similar characteristics. The Company expects the application of the revenue recognition guidance to a portfolio of iGaming contracts will not materially differ from the application of the revenue recognition guidance on an individual contract basis.

The Company evaluates bets that its users place on websites owned by third party brands in order to determine whether it may recognize revenue on a gross basis, when acting as the principal provider of the wagering service, or on a net basis, when acting as an intermediary or agent. The principal in a wagering service involving a third party is generally the entity that controls the wagering service such that it has a right to the services being performed by the third party and can direct the third party in delivery of the service to its users. The Company records revenue on a gross basis as it has determined it is the principal in transactions involving third parties, such as revenue sharing arrangements, as it controls the wagering service being offered to the users such that it has a right to the service performed by third parties and can further direct third parties in providing services to users. The Company further records expenses related to its revenue sharing arrangements and other third-party iGaming expenses within costs of revenue in the consolidated statements of operations.

Esports Gaming and Other Revenue

The Company derives revenue from the operation of esports game centers, sales of subscriptions to access cloud-based software used by independent operators of game centers, as well as from consulting and data analytic services provided to game operators. The revenue from the operation of game centers by the Company is recognized when a customer purchases time to use the esports gaming equipment at each center. The revenue from time purchased by a customer and from the sale of concessions is recognized at the point of sale. The revenue derived from the sale of subscription services to cloud-based software used by game centers is recognized over the term of the contract, which generally can range from one month to one year in duration, beginning on the date the customer is provided access to the Company’s hosted software platform.

The software subscriptions also allow for game center operators to enable their equipment to mine cryptocurrency when gaming stations are not in use by the end user. The software allows the participating game center operators to contribute their computer power for the purpose of adding a block to the blockchain within a mining pool where the Company and the participating game center operators are participants. The Company’s software enables the participating game center operators to enter into mining pools with mining pool operators to provide computing power to the mining pool to mine cryptocurrency digital assets. The Company and the participating game center operators are entitled to a fractional share of the fixed cryptocurrency digital asset award the mining pool operator receives (less transaction fees to the mining pool operator) for successfully adding a block to the blockchain. The Company and participating game center operators’ fractional share is based on the proportion of computing power contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. A digital asset award is received by the Company from the mining pool, in the form of crypto currency (i.e. Ethereum), for successfully adding a block to the blockchain. The Company records a payable for the amount due to each participating game center operator, in the form of U.S. dollars, based on the participating game center operators’ computing power contributed toward the mining of the award less a fee charged by the Company. The amounts due to the participating game center operators are paid in U.S. dollars. The Company recognizes the fair value of the digital awards, net of fees and amounts payable to the game center operators, as revenue at the time the digital award is added to the blockchain using the price of the digital coin quoted in U.S. dollars. The transaction consideration of the digital award the Company receives, if any, is non-cash consideration. The Company records revenue on a net basis as it has determined it is the agent in the transactions with the mining pool and facilitates the provision of the computing power and payments for the participating game center operators. The transaction consideration for the mining of cryptocurrency is variable consideration as it is based on the number of blocks added to the blockchain and the amount of the digital asset received from the mining pool. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the Financial Accounting Standards Board (“FASB”), the Company may be required to change its policies, which could impact the Company’s consolidated financial position and results from operations.

The Company further provides consultation services related to the use of hardware and equipment for gaming operations together with implementation services that include sourcing, training, planning, and installation of technology. The Company considers services related to hardware and equipment, implementation, and any design of user interface for the customer as separate performance obligations. Revenue for hardware equipment and design of custom user interface is recognized at a point in time upon delivery and completion. Implementation services are recognized over time, as services are performed.

The Company also has contracts with software companies to provide talent data analytics and related esports services, which include analytic development, other related services to develop software and applications for tournaments, to provide data support, data gathering, gameplay analysis and reporting which includes talent analytics and related esports services, including analytic development, data analysis, survey design, interview services, player dossiers, and expert services. The Company recognizes revenue from its data analytic services over the life of the contract utilizing the output method, using a direct measurement of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contact. The Company elected to use the right to invoice practical expedient and recognize revenue based on the amounts invoiced. The payment terms and conditions vary by contract; however, the Company’s terms generally require payment within 30 to 60 days from the invoice date.

The Company has partnership contracts with strategic customers within the esports industry. The partnership contracts are negotiated agreements, which contain both licensing arrangements of intellectual property and development services, including fixed and variable components. The variability of revenue is driven by development plans and results of sales as specified by the partnership contract, which are known as of an invoice date. Partnership contracts generally do not have terms that extend beyond one year. The Company considers licensing arrangements and development services as separate performance obligations. Licensing revenues are recorded over time. Revenue associated with development is recognized over time, as labor is incurred.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each distinct performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account the Company’s overall pricing objectives, considering market conditions and other factors, including the value of the deliverables in the contracts, customer demographics, geographic locations, and the number and types of users within the contracts.

Esports Event Management and Team Service Revenue

The Company derives revenue from esports event management and team services. Esports event management services support the creation, production and delivery of an esports event by providing event staffing, gaming consoles, and other technical goods and services for a customer event that is either hosted live in person or online. The revenue generated from esports event management services is generally earned on a fixed fee basis per event. The esports team services offerings of the Company include recruitment and management services offered to sports clubs to facilitate their entrance into esports tournament competition. Team services provided to a customer may include player recruitment, administration of player contracts, processing of tournament admission, providing logistical arrangements, as well as providing ongoing support to the team during the event. Team services are earned on a fixed fee basis per tournament.

Esports event management and team services revenues are recognized over the term of the event or the relevant contractual term for services as this method best depicts the transfer of control to the customer. The Company recognizes revenue for event management services based on the number of days completed for the event relative to the total days of the event. Revenue from team management services is recognized from inception of the contract through the end of the tournament using the number of days completed relative to the total number of days in the contract term. Revenue collected in advance of the event management or team services is recorded as deferred revenue on the consolidated balance sheets. The Company may also enter into profit sharing arrangements which are determined based on the net revenue earned by the customer for an event in addition to a fixed fee. Revenue recognition for profit sharing arrangements is recognized at the time the revenue from the event is determined, which is generally at the conclusion of the event. An event or team services contact may further require the Company to distribute payments to event or tournament attendees resulting in the recognition of a processing fee by the Company. The Company does not recognize revenue from the processing of payments until the conclusion of the event or tournament.

The Company evaluates the service being provided under an esports event and team services contract to determine whether it should recognize revenue on a gross basis as the principal provider of the service, or on a net basis in a manner similar to that of an agent. The Company has determined that for esports event and team services contracts that allow for the assignment of individual tasks to a third-party contractor, the Company acts as the principal provider of the service being offered to the customer as it remains primarily responsible for fulfilling the contractual promise to the customer. In profit sharing arrangements, such as events that allow for the Company to share in the revenue earned by a customer for an event, the Company has determined it acts in the role of an agent to the customer as the event creator. The Company has also determined it acts as an agent when it collects a processing fee for performing the service of distributing prize money on behalf of its customers to event or tournament winners.

Contract Liabilities

Liabilities to customers include both player liabilities, consisting of a free spin bonus and a deposit match bonus, and the player reward liabilities. The free spin bonus provides the user the opportunity to a free play, or otherwise spin, on an iGaming casino slot machine without withdrawing a bet amount from the player’s account. The deposit match bonus matches a player’s deposit up to a certain specified percentage or amount. These bonuses represent consideration payable to a customer and therefore are treated as a reduction of the transaction price in determining NGR. The Company also offers non-discretionary loyalty rewards points to customers that can be redeemed for free play or cash. The Company allocates revenue from wagers to loyalty points rewards earned by users, thereby deferring a portion of revenue from users that participate in a loyalty reward program. The amount of revenue deferred related to loyalty points available to users is based on the estimated fair value of the loyalty point incentive available to the user.

The Company also records payments received in advance of performance under an esports gaming services contract or event management or team services contract as deferred revenue.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new standard eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this standard as of July 1, 2021. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (ASC 350). The standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (the Step 2 test) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. The guidance is effective for the fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company adopted this standard for its interim impairment test performed at March 31, 2022. See Note 7 for additional information regarding the results of the impairment test performed on its goodwill and intangible assets.

Recently Issued Accounting Standards

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The standard clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. The guidance is effective for the fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its unaudited condensed consolidated financial statements.

In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. For public business entities, it is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years using the fully retrospective or modified retrospective method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of this standard on its unaudited condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments included in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Although the new standard, known as the current expected credit loss (“CECL”) model, has a greater impact on financial institutions, most other organizations with financial instruments or other assets (trade receivables, contract assets, lease receivables, financial guarantees, loans and loan commitments, and held-to-maturity (HTM) debt securities) are subject to the CECL model and will need to use forward-looking information to better evaluate their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 was originally effective for public companies for fiscal years beginning after December 15, 2019. In November of 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for smaller reporting companies. The Company is currently evaluating the impact that the adoption of this guidance will have on its unaudited condensed consolidated financial statements.

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.

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Business Acquisitions

9 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Acquisitions

Note 3 – Business Acquisitions

Bethard Acquisition

On July 13, 2021, the Company completed the acquisition of the business-to-consumer operations of Bethard Group Limited (“Bethard”) that provides sportsbook, casino, live casino and fantasy sport betting services with gaming licenses to customers in Sweden, Spain, Malta and Ireland (the “Bethard Business”). The acquisition of Bethard expands the iGaming operations of the Company in Europe and provides the Company with increased opportunity to cross-sell its esports offerings to a larger customer base. The acquisition of Bethard resulted in the Company acquiring the outstanding share capital of Prozone Limited, a public liability company registered in Malta, that had previously received the assets of Bethard in a pre-closing restructuring by the seller. The initial payment of purchase consideration for Bethard included cash paid at closing of €13,000,000 (equivalent to $15,346,019 using exchange rates in effect at the acquisition date), including €1,000,000 (equivalent to $1,180,463 using exchange rates in effect at the acquisition date) paid for a regulatory deposit with the Spanish Gaming Authority. The cash purchase consideration of Bethard also included a second payment (“Second Payment”) of €4,000,000 (approximately $4,721,852 using exchange rates in effect at the acquisition date) that was paid by the Company on November 16, 2021, using the proceeds raised from the issuance of the Series A Preferred Stock (see Note 15 for discussion of the 10% Series A Cumulative Redeemable Convertible Preferred Stock). The total purchase consideration of Bethard also requires the Company to pay additional contingent cash consideration during the 24-month period following the acquisition date equal to 15% of net gaming revenue until the date of the Second Payment, with the percentage then decreasing to 12% of net gaming revenue for the remaining term ending July 2023. The total purchase consideration also provides for a payment of up €7,600,000 (equivalent to $8,971,519 using exchange rates in effect at the acquisition date) of contingent share consideration should a specific ambassador agreement be successfully assigned to the Bethard Business acquired by the Company following the acquisition date.

The preliminary estimate of the purchase consideration, pending the completion of a final valuation to calculate the fair value of the contingent cash consideration, is as follows:

Cash paid at closing	$	15,346,019
Second Payment		4,721,852
Total cash consideration paid for Bethard		20,067,871
Contingent cash consideration		6,700,000
Total preliminary purchase price consideration	$	26,767,871

The preliminary estimated contingent cash consideration assumes a cash payment equal to 15% of net gaming revenue for Bethard Business through the Additional Payment Due Date as set forth through the Second Payment Due Date estimated to be approximately four months at acquisition, then reverting to 12% thereafter for the remainder of a two-year period following the acquisition date. The preliminary estimated contingent cash consideration of $6,700,000 is calculated using the applicable percentages applied to projected net gaming revenue of the Bethard Business at the date of acquisition. Based on updated revenue projections as of March 31, 2022, the Company determined the fair value of the remaining contingent consideration payable to be $3,732,976, net of amount paid to the seller through March 31, 2022 of $1,016,331. The decrease in the contingent cash consideration liability resulted in the recognition of a benefit of $99,247 and $1,950,693, included as change in fair value of contingent consideration in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2022, respectively.

The preliminary estimated purchase consideration excludes contingent share consideration payable to the sellers as there is no indication such contingent share contingent consideration will become payable from a successful assignment of the specified ambassador agreement. The sellers of the Bethard had up to 6 months to assign the ambassador agreement to receive the contingent share consideration. After 6 months, the contingent share consideration is reduced by €422,222 (equivalent to $498,417 using exchange rates in effect at the acquisition date) for each month the contract is not assigned to the Company through the 24-month anniversary. As of May 23, 2022, the ambassador agreement had not been assigned to the Company.

The preliminary purchase price and purchase price allocation pending a final valuation of assets acquired and liabilities assumed is as follows:

Receivables reserved for users	$	398,184
Intangible assets		17,300,000
Goodwill		11,924,685
Other non-current assets		1,180,463
Accrued liabilities		(5,634	)
Player liability		(396,827	)
Deferred income taxes		(3,633,000	)
Total	$	26,767,871

The acquired intangible assets, useful lives and a preliminary estimate of fair value at the acquisition date follows:

	Useful Life (years)		Fair Value
Tradename		10	$	3,700,000
Player interface		5		1,200,000
Gaming licenses		2		700,000
Player relationships		5		11,700,000
Total			$	17,300,000

Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of benefits from securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant, as well as acquiring a talented workforce and cost savings opportunities. The goodwill of Bethard is not deductible for tax purposes. Transaction related expenses incurred for the acquisition of the Bethard Business total $1,005,595, including $255,481 incurred for the nine months ended March 31, 2022. No transaction related expenses related to Bethard were incurred in the three months ended March 31, 2022. Transaction related expenses are recorded in general and administrative expenses in the unaudited condensed consolidated statements of operations.

Pro Forma Operating Results

The following table summarizes pro forma results of operations for the three and nine months ended March 31, 2021 as if Bethard, as well as the recent acquisitions of the Company completed during the year ended June 30, 2021, namely Argyll, Lucky Dino, EGL, ggCircuit and Helix, had been acquired on July 1, 2020. The results of operations of FLIP acquired during the year ended June 30, 2021 were excluded from the pro forma presentation for the three and nine months ended March 31, 2021 due to immateriality. The results of operations of Bethard, as well as the previous acquisitions identified above, are included in the unaudited condensed consolidated statement of operations of the Company for the three and nine months ended March 31, 2022, with any differences resulting from the acquisition of Bethard on July 13, 2021 assessed as immaterial.

The pro forma results of operations for the three and nine months ended March 31, 2021 were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had these acquisitions been made as of July 1, 2020 and may not be useful in predicting the future results of operations for the Company. The actual results of operations may differ materially from the pro forma amounts included in the table below:

	Three months ended March 31, 2021			Nine months ended March 31, 2021
Net revenue	$	16,529,720		$	46,328,019
Net loss	$	15,438,412		$	30,699,925
Net loss per common share, basic and diluted	$	(0.80	)	$	(1.78	)

The pro forma operating results of operations for the three and nine months ended March 31, 2021 are based on the individual historical results of the Company and the businesses acquired, with adjustments to give effect as if the acquisitions had occurred on July 1, 2020, after giving effect to certain adjustments including the amortization of intangible assets and depreciation of equipment resulting from the acquisitions.

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Other Receivables

9 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Other Receivables

Note 4 – Other Receivables

The components of other receivables are as follows:

	March 31, 2022		June 30, 2021
Marketing receivables from revenue partners	$	136,620	$	233,725
Receivable from revenue sharing arrangement		130,865		137,461
Indirect taxes		709,045		135,676
Other		362,967		151,883
Other receivables	$	1,339,497	$	658,745

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Prepaid Expenses and Other Current Assets

9 Months Ended

Mar. 31, 2022

Prepaid Expenses And Other Current Assets

Prepaid Expenses and Other Current Assets

Note 5 – Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets are as follows:

	March 31, 2022		June 30, 2021
Prepaid marketing costs	$	867,775	$	1,727,669
Prepaid insurance		265,164		175,620
Other		594,628		1,361,055
Prepaid expenses and other current assets	$	1,727,567	$	3,264,344

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Equipment

9 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Equipment

Note 6 – Equipment

The components of equipment are as follows:

	March 31, 2022			June 30, 2021
Computer equipment	$	156,728		$	258,049
Furniture and equipment		98,207			249,070
Leasehold improvements		-			221,787
Finance lease asset		-			117,979
Equipment, at cost		254,935			846,885
Accumulated depreciation and finance lease amortization		(118,323	)		(119,943	)
Equipment, net	$	136,612		$	726,942

Depreciation expense and finance lease amortization expense was $50,244 and $26,242 for the three months ended March 31, 2022 and 2021 and $109,852 and $51,582 for the nine months ended March 31, 2022 and 2021, respectively. The three and nine months includes asset impairment charges of $608,626 for the EGL computer equipment and the Helix game centers computer equipment, furniture and equipment, leasehold improvements and finance lease assets that was recorded in asset impairment charges in the unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022.

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Goodwill and Intangible Assets

9 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 7 – Goodwill and Intangible Assets

A summary of the changes in the balance of goodwill is as follows:

	Nine months ended March 31, 2022
Goodwill, balance at beginning of year	$	40,937,370
Acquisition of Bethard		11,924,685
Impairment charges		(23,119,755	)
Foreign currency translation – Fiscal 2022		(1,623,333	)
Goodwill, balance at end of period	$	28,118,967

The Company tests its goodwill for impairment annually on April 1. However, during the third quarter the Company concluded that goodwill impairment indicators existed based on the significant volatility in the Company’s stock price where the Company experienced a sustained reduction from the middle of the quarter through March 31, 2022 and subsequently. As of March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted and that under the current liquidity and investment constraints it is less likely to reach the previously forecasted revenue and profits for EGL and GGC. These factors and the continuing impacts of the COVID-19 pandemic, uncertainties caused by inflation and world stability, resulted in the Company evaluating its goodwill and long-lived assets, including intangible assets, for impairment as of March 31, 2022.

The Company performed an interim impairment test on its long-lived assets, including its definite-lived intangible assets using an undiscounted cash flow analysis to determine if the cash flows expected to be generated by the asset groups over the estimated remaining useful life of the primary assets were sufficient to recover the carrying value of the asset groups, which were determined to be at the reporting unit level. Based on the circumstances described above as of March 31, 2022, the Company determined its EGL, Helix, and GGC asset groups failed the undiscounted cash flow recoverability test. Accordingly, the Company estimated the fair value of its individual long-lived assets to determine if any asset impairment charges were present. The Company’s estimation of the fair value of the definite-lived intangible assets included the use of discounted cash flow and cost analyses, reflecting estimates of future revenues, royalty rates, cash flows, discount rates, development costs and obsolescence. Based on these analyses, the Company concluded the fair values of certain intangible assets were lower than their current carrying values, and at March 31, 2022, the Company recognized impairment of $2,561,231 and $10,824,348 for the EGL, GGC and Helix tradenames and developed technology and software, respectively, and $98,543 for the EGL player relationships, totaling $13,484,122 in asset impairment charges in the unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022. The table below reflects the adjusted gross carrying amounts for these intangible assets.

In accordance with ASC 350, for goodwill, after considering the above asset impairment charges to the asset groups, the Company performed an interim impairment test as of March 31, 2022 that compared the estimated fair value of each reporting unit to their respective carrying values. The estimated fair value of each reporting unit was derived primarily by utilizing a discounted cash flows analysis. The results of the impairment tests performed indicated that the carrying value of the EGL, GGC and Helix reporting units exceeded their estimated fair values determined by the Company. Based on the results of the March 31, 2022 interim goodwill impairment testing procedures, the Company recognized impairments of goodwill totaling $23,119,755 as of March 31, 2022 in asset impairment charges in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2022.

The assumptions used in the cost and undiscounted and discounted cash flow analyses require significant judgment, including judgment about appropriate growth rates, and the amount and timing of expected future cash flows. The Company’s forecasted cash flows were based on the current assessment of the markets and were based on assumed growth rates expected as of the measurement date. The key assumptions used in the cash flows were revenue growth rates, operating expenses and gross margins and the discount rates in the discounted cash flows. The assumptions used consider the current early growth stage of the Company and the emergence from a period impacted by COVID-19. The industry markets are currently at volatile levels and future developments are difficult to predict. The Company believes that its procedures for estimating future cash flows for each reporting unit, asset group and intangible asset are reasonable and consistent with current market conditions as of the testing date. If the markets that impact our business continue to deteriorate, the Company could recognize further goodwill and long-lived asset impairment charges.

In total, as described in detail above, the Company recorded $36,603,877 of goodwill and intangible asset impairment charges for the three and nine months ended March 31, 2022.

There were no asset impairment charges for goodwill or long-lived assets, including definite-lived intangible assets for the three or nine months ended March 31, 2021.

The intangible amounts comprising the intangible asset balance are as follows:

	March 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename	$	7,749,287	$	(710,536	)	$	7,038,751
Developed technology and software		12,366,595		(2,192,419	)		10,174,176
Gaming licenses		2,312,335		(1,411,248	)		901,087
Player relationships		23,913,613		(4,698,603	)		19,215,010
Internal-use software		536,182		(29,931	)		506,251
Total	$	46,878,012	$	(9,042,737	)	$	37,835,275
		June 30, 2021
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename	$	7,396,804	$	(257,018	)	$	7,139,786
Developed technology and software		25,231,659		(1,242,605	)		23,989,054
Gaming licenses		1,752,612		(573,876	)		1,178,736
Player relationships		13,956,083		(1,253,135	)		12,702,948
Internal-use software		777,171		(15,140	)		762,031
Total	$	49,114,329	$	(3,341,774	)	$	45,772,555

Amortization expense was $3,074,979 and $852,969 for the three months ended March 31, 2022 and 2021 and $9,445,332 and $1,540,905 for the nine months ended March 31, 2022 and 2021, respectively.

The estimated future amortization related to definite-lived intangible assets, including amortization related to the preliminary allocation of fair value to the intangible assets of Bethard, are as follows:

Remainder of fiscal 2022	$	2,361,809
Fiscal 2023		8,904,614
Fiscal 2024		8,292,569
Fiscal 2025		8,292,569
Fiscal 2026		6,208,811
Thereafter		3,774,903
Total	$	37,835,275

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Other Non-Current Assets

9 Months Ended

Mar. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Non-Current Assets

Note 8 – Other Non-Current Assets

The components of other non-current assets are as follows:

	March 31, 2022		June 30, 2021
iGaming regulatory deposits	$	1,827,374	$	755,474
iGaming deposit with service providers		298,255		434,738
Rent deposit		86,875		91,253
Other		5,156		33,544
Other non-current assets	$	2,217,660	$	1,315,009

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Accounts Payable and Accrued Expenses

9 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Note 9 – Accounts Payable and Accrued Expenses

The components of accounts payable and accrued expenses are as follows:

	March 31, 2022		June 30, 2021
Trade accounts payable	$	4,934,004	$	2,609,212
Accrued marketing		2,541,785		1,582,470
Accrued payroll and benefits		1,006,365		1,093,263
Accrued gaming liabilities		1,253,626		758,536
Accrued professional fees		413,173		704,748
Accrued jackpot liabilities		306,782		432,504
Accrued other liabilities		2,517,285		988,082
Accrued legal settlement (Note 13)		-		289,874
Total	$	12,973,020	$	8,458,689

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Related Party Transactions

9 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

Related Party Transactions

Note 10 – Related Party Transactions

The Company reimburses the Chief Executive Officer for office rent and related expenses. The Company incurred charges for the Chief Executive Officer for office expense reimbursement of $1,200 and $1,200 for the three months ended March 31, 2022 and 2021 and $3,600 and $3,600 for the nine months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and 2021, there were no amounts payable to the Chief Executive Officer.

On May 4, 2017, the Company entered into a services agreement and a referral agreement with Contact Advisory Services Ltd., an entity that is partly owned by a member of the Board of Directors. The Company incurred general and administrative expenses of $1,857 and $22,770 for the three months ended March 31, 2022 and 2021 and $22,139 and $91,247 for the nine months ended March 31, 2022 and 2021, respectively, in accordance with these agreements. As of March 31, 2022 and 2021, there were no amounts payable to Contact Advisory Services Ltd.

The Company has retained services from a member of its Board of Directors through a consultancy agreement dated August 1, 2020 and an employment agreement dated June 15, 2020. The consultancy agreement requires payments of £18,000 ($23,650 translated using the exchange rate in effect at March 31, 2022) per month to the firm that is controlled by this member of the Board of Directors. The individual also receives payroll of $500 per month through the employment agreement as Chief Operating Officer.

The Company retained the services of its Chief Financial Officer through a consultancy agreement dated April 2, 2022 and an employment agreement dated April 2, 2022. The Company remits monthly payments to its Chief Financial Officer of NZD 36,995 ($25,652 translated using the exchange rate in effect at March 31, 2022) under the consultancy agreement and $500 per month under the employment agreement. In connection with this appointment the Company provided a one-time issuance of 200,000 shares of common stock to the Chief Financial Officer.

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Leases

9 Months Ended

Mar. 31, 2022

Leases

Leases

Note 11 – Leases

The Company leases office and building space and equipment under operating lease agreements and equipment under finance lease agreements. The Company’s lease agreements have terms not exceeding five years. Certain leases contain options to extend that are assessed by management at the commencement of the lease and are included in the lease term if the Company is reasonably certain of exercising. In June 2020 the Company commenced a finance lease for computer equipment for one of its owned and operated game centers. The lease has annual payments of $50,702 including 8% interest. The lease term is approximately 2.5 years. In July 2021, the Company commenced lease for office space of approximately 284 square meters in Saint Julians, Malta over a 3-year lease term. The lease has an annual expense of €83,000, increasing 4% annually. At lease inception, the Company determined it was not reasonably certain to exercise any of the options to extend. In October 2021, the Company commenced a lease for building space of approximately 3,200 square feet at the University of California in Los Angeles over a 5-year lease term. The lease has an annual expense of $17,500, increasing 3% annually. At lease inception, the Company determined it was not reasonably certain to exercise any of the options to extend. In March 2022 the Company commenced a finance lease for computer equipment for one of its owned and operated game centers. The lease has annual payments of $40,103 including 8% interest. The lease term is approximately 2.5 years. The unaudited condensed consolidated balance sheet allocation of assets and liabilities related to operating and finance leases is as follows:

	Condensed Consolidated Balance Sheet Caption	March 31, 2022		June 30, 2021
Assets:
Operating lease assets	Operating lease right-of-use assets	$	221,332	$	1,272,920
Finance lease assets	Equipment, net		-		114,540
Total lease assets		$	221,332	$	1,387,460
Liabilities:
Current:
Operating lease liabilities	Operating lease liability - current	$	585,786	$	414,215
Finance lease liabilities	Current portion of notes payable and other long-term debt		94,148		50,702
Long-term:
Operating lease liabilities	Operating lease liability - non-current		1,120,225		878,809
Finance lease liabilities	Notes payable and other long-term debt		85,052		63,161
Total lease liabilities		$	1,885,211	$	1,406,887

The Company recognized in asset impairment charges in the unaudited condensed consolidated statements of operations, $1,416,807 for operating lease right-of-use assets for the Helix game center building rentals and $175,858 for the Helix equipment finance leases. The operating lease expense and finance lease expense, excluding asset impairment charges, for the three months ended March 31, 2022 were $162,733 and $12,917, respectively. The operating lease expense and finance lease expense, excluding asset impairment charges, for the nine months ended March 31, 2022 were $458,949 and $36,100, respectively. The rent expense for short-term leases was not material to the unaudited condensed consolidated financial statements.

Weighted average remaining lease terms and discount rates follow:

	March 31, 2022			June 30, 2021
Weighted Average Remaining Lease Term (Years):
Operating leases		3.99			4.11
Finance leases		2.20			2.50
Weighted Average Discount Rate:
Operating leases		7.99	%		6.82	%
Finance leases		8.00	%		8.00	%

The future minimum lease payments at March 31, 2022 follows:

	Operating Lease			Finance Lease
Remainder of fiscal 2022	$	171,397		$	26,043
Fiscal 2023		553,728			90,806
Fiscal 2024		569,642			65,454
Fiscal 2025		385,422			13,368
Fiscal 2026		227,802			-
Thereafter		57,368			-
Total lease payments		1,965,359			195,671
Less: imputed interest		(259,348	)		(16,471	)
Present value of lease liabilities	$	1,706,011		$	179,200

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Long-Term Debt

9 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Long-Term Debt

Note 12 – Long-Term Debt

Notes payable and other long-term debt

The components of notes payable and other long-term debt are as follows:

	March 31, 2022			June 30, 2021
Notes payable	$	191,610		$	330,654
Finance lease obligation (Note 11)		179,200			113,863
		370,810			444,517
Less current portion of notes payable and long-term debt		(258,385	)		(223,217	)
Notes payable and other long-term debt	$	112,425		$	221,300

The Company assumed a note payable of £250,000 (equivalent to $327,390) in connection with its acquisition of Argyll on July 31, 2020. The term loan was issued on April 30, 2020 and has a maturity of 3 years, bears interest at 3.49% per annum over the Bank of England base rate, and is secured by the assets and equity of Argyll. The monthly principal and interest payments on the note payable commenced in June 2021 and continue for two years through May 2023. The principal balance of the notes payable on March 31, 2022 was £145,833 ($191,610 using exchange rates at March 31, 2022). Interest expense on the note payable was $1,791 and $6,448 for the three and nine months ended March 31, 2022.

The maturities of long-term debt are as follows:

Fiscal 2022	$	258,385
Fiscal 2023		128,896
Total before unamortized discount		387,281
Less: unamortized discount and issuance costs		16,471
Total	$	370,810

Senior Convertible Note

On June 2, 2021, the Company issued a senior convertible note, the Old Senior Convertible Note before it was exchanged for the New Note on February 22, 2022. The Old Senior Convertible Note was issued to the Holder in the principal amount of $35,000,000 with the Company receiving proceeds at issuance of $32,515,000, net of debt issuance costs of $2,485,000. The Old Senior Convertible Note would have matured on June 2, 2023, at which time the Company would have been required to repay the original principal balance and a minimum return (“Premium on Principal”) equal to 6% of any outstanding principal. The aggregate principal of the Old Senior Convertible Note repayable at maturity was $37,100,000 and the Senior Convertible Note accrued interest at rate of 8% per annum payable in cash monthly. The Old Senior Convertible Note was issued with 2,000,000 Series A Warrants and 2,000,000 Series B Warrants. On the date of issuance, the Company recorded the fair value of the Series A Warrants and Series B Warrants as a discount to the Old Senior Convertible Note totaling $26,680,000. The debt discount was being amortized to interest expense over the term of the Old Senior Convertible Note using the effective interest method. The obligation resulting from the issuance of the Series A Warrants and Series B Warrants was determined to qualify for liability classification on the unaudited condensed consolidated balance sheet. See below for further discussion of the Series A Warrants and Series B Warrants.

The Old Senior Convertible Note was convertible, at the option of the Holder, into shares of the Company’s common stock at a conversion price of $17.50 per share. The conversion amounts were calculated as the principal balance identified for conversion plus a minimum return of 6% on such principal balance. At any time after issuance, the Company had the option, subject to certain conditions, to redeem some or all of outstanding principal, inclusive of any minimum return due to the Holder based on the number of days the principal is outstanding.

On February 22, 2022, the Company agreed to enter into the Exchange Agreement with the Holder whereby the Old Senior Convertible Note of the Company, with a remaining principal amount of $29,150,001, was exchanged for New Note in the aggregate principal amount of $35,000,000. The increase in the principal balance outstanding of $5,849,999 was recognized as a loss on extinguishment of Senior Convertible Note in the second quarter ended December 31, 2021, and is included in the unaudited condensed consolidated statements of operations for the nine months ended March 31, 2022. The Company further accelerated the recognition of the remaining debt discount and Premium on Principal in connection with the exchange and issuance of the New Note during the second quarter ended December 31, 2021 and is included in the loss on extinguishment of the Senior Convertible Note of $22,628,805 for the nine months ended March 31, 2022 in the unaudited condensed consolidated statement of operations. No additional loss on extinguishment was recognized in the three months ended March 31, 2022.

The interest rate on the Old Senior Convertible Note from June 2, 2022 through February 22, 2022, and the interest rate on the New Note is 8% per annum. Upon the occurrence of an Event of Default (as defined in the New Note), the interest may accrue interest at the rate of 12.0% per annum. As further described below, the Company was not in compliance with certain debt covenants under the Old Senior Convertible Note and New Note, but received a waiver from compliance through March 30, 2021. The Company is subject to begin accruing interest expense at a rate of 12% beginning March 31, 2021, as compared to using the set rate of 8%, however this amount was not deemed material to the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2022. The maturity date has remained unchanged of the Exchange Agreement and is June 2, 2023 (the “Maturity Date”, subject to extension in certain circumstances, including bankruptcy and outstanding events of default). The ability of the Company to redeem the principal balance outstanding also remains unchanged. The Company may redeem the New Note, subject to certain conditions, at a price equal to 100% of the outstanding principal balance outstanding, together with accrued and unpaid interest and unpaid late charges thereon.

The New Note is convertible, at the option of the Holder, into shares of the Company’s common stock at a conversion price of $17.50 per share. The New Note is subject to a most favored nations provision and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction. If the Company enters into any agreement to issue (or issues) any variable rate securities, the Holder has the additional right to substitute such variable price (or formula) for the conversion price.

If an Event of Default has occurred under the New Note, the Holder may elect to alternatively convert the New Note at the Alternate Conversion Price (as defined in the New Note). In connection with an Event of Default, the Holder may require us to redeem in cash any or all of the New Note. The redemption price will equal 100% of the outstanding principal of the New Note to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, or an amount equal to market value of the shares of our common stock underlying the New Note, as determined in accordance with the New Note, if greater. The Holder will not have the right to convert any portion of a New Note, to the extent that, after giving effect to such conversion, the Holder (together with certain related parties) would beneficially own in excess of 4.99% of the shares of our common stock outstanding immediately after giving effect to such conversion. The Holder may from time to time increase this limit to 9.99%, provided that any such increase will not be effective until the 61^st day after delivery of a notice to us of such increase. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be increased to 12.0% per annum. The Company is currently in default and the Holder has not yet elected to alternatively convert.

In addition, unless approval of our stockholders as required by Nasdaq Stock Market LLC (“Nasdaq”) is obtained, the Company is prohibited from issuing any shares of common stock upon conversion of the New Note or otherwise pursuant to the terms of the New Note, if the issuance of such shares of common stock would exceed 19.99% of our outstanding shares of common stock or otherwise exceed the aggregate number of shares of common stock which the Company may issue without breaching our obligations under the rules and regulations of Nasdaq. Should the holder convert the principal balance outstanding at March 31, 2022 at the Alternate Conversion Price that is currently available to the holder, or a portion of the principal balance, the Company may be subject to remit amounts to the holder materially in excess of the principal balance outstanding through payment of cash. Refer also to discussion of the Alternate Conversion below for further discussion of this settlement option available to the Holder.

In connection with a Change of Control (as defined in the New Note), the Holder may require us to redeem all or any portion of the New Note. The redemption price per share will equal the greatest of (i) 115% of the outstanding principal of the New Note to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, (ii) 115% of the market value of the shares of our common stock underlying the New Note, as determined in accordance with the New Note, and (iii) 115% of the aggregate cash consideration that would have been payable in respect of the shares of our common stock underlying the New Note, as determined in accordance with the New Note.

At any time after the date the Company provides notice to the Holder of our incurring of additional debt, the Holder will have the right to have us redeem all or a portion of the Convertible at a redemption price of 100% of the portion of the New Note subject to redemption.

Under the New Note, and consistent with the Old Senior Convertible Note, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, among other matters. The Company is also subject to certain financial covenants relating to available cash, our ratio of debt to market capitalization and minimum cash flow. The Company is also subject to financial covenants as it relates minimum revenues commencing June 30, 2022.

The New Note is subject to a most favored nation provision and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction. If the Company enters into any agreement to issue, or issue any variable rate securities, the Holder of the New Note has the additional right to substitute such variable price (or formula) for the conversion price. If the Holder were to substitute a floor price of $2.1832 (“Conversion Floor Price”) as the variable price, the Company would be required to settle in cash any difference between the market value of the shares subject to conversion at the floor price and the market value of the shares using the variable price, excluding any reference to the floor. The Holder of the Senior Convertible Note also has the right to have the Company redeem all or a portion of the New Note should the Company provide notice of incurring additional debt.

If an event of default occurs, the Holder of the Senior Convertible Note has the right to alternate conversion (“Alternate Conversion”) and may elect to convert the Senior Convertible Note, inclusive of a 15% premium payable (“Incremental Premium”) in cash due upon such an acceleration of the applicable principal, at a price (“Alternate Conversion Price”) equal to the greater of the Conversion Floor Price of $2.1832 or a price derived from the volume weighted average price of the Company’s common stock at the time of Alternate Conversion. If the Alternate Conversion were to include the Conversion Floor Price of $2.1832 as the Alternate Conversion Price, the Company would be required to settle in cash any difference between the market value of the shares subject to the Alternate Conversion using the floor price and the market value of the shares using the Alternate Conversion Price, excluding any reference to the floor. The Company is currently in default and the Holder has not yet elected to alternatively convert. See further discussion in make-whole derivative liability below.

As discussed above, during the three months ended December 31, 2021, the Company had not maintained compliance with the covenants of the Senior Convertible Note, having identified non-compliance with the same financial covenants previously identified at September 30, 2021. The Company obtained a waiver from the compliance with certain covenants, as of December 31, 2021 and through March 30, 2022. The Company further entered into a non-binding term sheet dated February 22, 2022, to restructure the New Note to mitigate the risk of default on the covenants in future periods. This term sheet expired without a new debt facility being completed. Since the expiration of the waiver on March 30, 2022, the Company is not in compliance with its covenants. The Company is in default and has continued to recognize its obligation under the Senior Convertible Note as a current liability at March 31, 2022 in the unaudited condensed consolidated balance sheet. The Company has not remitted payment to the Holder of the Senior Convertible Note an amount equal to 30% of the gross proceeds from the March 2022 Offering to be applied as a reduction of principal (see Note 16).

The Company previously determined that it had not maintained compliance with its Senior Convertible Note covenants at September 30, 2021. The Company therefore requested and received a waiver dated October 13, 2021 for (i) any known breaches or potential breaches of financial covenants in effect related to the available cash test and minimum cash flow test through December 25, 2021, (ii) any known breach resulting from the placement of a lien on the outstanding share capital of Prozone Limited, the entity that holds the assets of Bethard, through Additional Payment Due Date (see Note 3 for discussion of the Bethard acquisition) and (iii) any known breach which would result from the Company’s announcement that it would purchase an equity interest in Game Fund Partners Group LLC through the contribution of up to 200,000 shares of common stock. In addition, the Company requested and received an amendment to the Senior Convertible Note wherein the permitted ratio of outstanding debt to market capitalization was increased temporarily from 25% to 35% through December 25, 2021.

In consideration for the October 13, 2021 waiver, the Company agreed to permit the conversion of up to $7,500,000 of the original principal balance of the Senior Convertible Note at the Alternate Conversion Price into shares of common stock, exclusive of the Premium on Principal and Incremental Premium that applies to an Alternate Conversion. During the three months and nine months ended March 31, 2022, the Holder of the Senior Convertible Note had converted the full principal amount of $7,500,000 into 2,514,459 shares of common stock. As a result of these conversions of principal, the Company recorded a loss on conversion of Senior Convertible Notes of $5,999,662 in the unaudited condensed consolidated statement of operations for the nine months ended March 31, 2022. The loss on conversion included accelerated amortization of the debt discount of $4,515,273, accelerated amortization of the Premium on Principal of $288,300 and the Incremental Premium due on conversion of $1,196,089.

The Company also previously obtained a waiver from the Holder of the Old Senior Convertible Note on November 2, 2021 in connection with its announcement to commence an underwritten registered public offering of its 10.0% Series A Cumulative Redeemable Convertible Preferred Stock (see Note 15). In consideration for this waiver, the Company agreed to increase the cash price payable upon a redemption of the Old Senior Convertible Note by the Company to be equal to 10% of the conversion amount, as defined in agreement as any unpaid principal, minimum return due to the Holder, and unpaid interest due on such redemption date. The Company agreed to pay the Holder of the Old Senior Convertible Note an amount of $1,500,000 under the terms of a registration rights agreement. The Company recognized the amount payable to the Holder of the Old Senior Convertible Note under the registration rights agreement in other non-operating income (loss) in the unaudited condensed consolidated statement of operations for the nine months ended March 31, 2022 and in accounts payable and accrued expenses at March 31, 2022 on the unaudited condensed consolidated balance sheet.

Make-Whole Derivative Liability

The New Note agreement includes provision that should the Company be in both breach of its debt covenants and its price per common share trade below the Conversion Floor Price of $2.1832, the Holder may elect the Alternate Conversion option that includes a make-whole provision payable to the Holder in cash. At March 31, 2022, the Company was both in breach of its debt covenants and the price per share of its common stock had declined below the Conversion Floor Price. While the Company previously obtained waivers from the holder of the Old Senior Convertible Note for breach of covenants, as well as received a waiver for breach of covenants through March 30, 2022 under the New Note, the Company was unable to comply with the debt covenants under the New Note or otherwise obtain a debt waiver at March 31, 2022. As a result, the make-whole provision in the New Note agreement was determined to represent an obligation of the Company at March 31, 2022 under the terms of the New Note.

The make-whole provision in the New Note is a derivative liability. The Company’s obligation to make a payment under the make-whole provision previously assessed as remote with an immaterial fair value. This considered that the Company had previously obtained debt waivers from the holder for its breaches of debt covenants. The Company’s historical stock price had also traded at levels significantly in excess of the Conversion Floor Price. The Company had further signed a non-binding term sheet on February 22, 2022 (in combination with entering into the New Note) for the purpose of revising the debt covenants that were to be included in a revised or amended note agreement. At March 31, 2022, the Company was unable to complete an agreement to restructure the terms and covenants of the New Note. The stock price further continued to trade materially below the Conversion Floor Price and the Company was also unable to secure a debt waiver. The make-whole provision was determined to represent a liability of the Company and the fair value of the derivative liability at March 31, 2022 was determined using a Monte Carlo valuation model. See Note 17 for further discussion of the fair value determined for the derivative liability.

At March 31, 2022, the Company estimates that it would be required to issue up to 16,031,513 shares of common stock under the Alternate Conversion provisions of the New Note. The Company further estimated the derivative liability to the holder to be $20,573,051 included in the derivative liability in the unaudited condensed consolidated balance sheets and the expense was recorded in the change in fair value of derivative liability in the unaudited condensed consolidated statements of operations. The make-whole liability calculated under the terms of the note of approximately $80,000,000 was materially higher than the fair value of $20,573,051 determined at March 31, 2022 and considers the difference in the market price of the Company’s shares and a floor price of $2.1832 multiplied by a number of shares that is based on the outstanding principal and the market price of the Company’s common stock at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note.  However, there can be no guarantee that the Company will be able to reach an agreement to restructure the New Note.

Warrants

March 2022 Warrants

On March 2, 2022 the Company completed the March 2022 Offering, an equity offering in which it sold 15,000,000 units at $1.00 consisting of one share of common stock and one warrant for a total of 15,000,000 March 2022 Warrants with an exercise price of $1.00. See Note 2, “Liquidity and Going Concern” for further discussion of the proceeds received from the offering.

The March 2022 Warrants may be exercised at any time after issuance for one share of common stock of the Company at an exercise price of $1.00. The March 2022 Warrants are callable by the Company should the volume weighted average share price of the Company exceed $3.00 for each of 20 consecutive trading days following the date such warrants become eligible for exercise. The March 2022 Warrants also contain a beneficial ownership limitation of 4.99% which may be increased up to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase.

The Company determined the March 2022 Warrants should be classified as a liability as the warrants are redeemable for cash in the event of a fundamental transaction, as defined in the Common Stock Purchase Warrant agreement, which includes a change in control. The Company has recorded a liability for the March 2022 Warrants at fair value on the issuance date with subsequent changes in fair value reflected in earnings. At March 2, 2022, the date of the common stock issuance, the Company determined the total fair value of the March 2022 Warrants to be $9,553,500. At March 31, 2022, the Company determined the total fair value of the March 2022 Warrants to be $4,050,000. The change in fair value of the March 2022 Warrant liability recorded in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2022 was $5,503,500. See Note 17 for additional disclosures related to the change in the fair value of the warrant liabilities.

Series A and Series B Warrants

The Company issued 2,000,000 Series A Warrants and 2,000,000 Series B Warrants to the holder of the Old Senior Convertible Note. The ‘exchange agreement’ did not impact the Series A Warrants and Series B Warrants previously issued and outstanding. The Series A Warrants may be exercised at any time after issuance for one share of common stock of the Company at an exercise price of $17.50. The Series B Warrants may only be exercised to the extent that the indebtedness owing under the Senior Convertible Note is redeemed. As a result, for each share of common stock determined to be issuable upon a redemption of principal of the Senior Convertible Note, one Series B Warrant will vest and be eligible for exercise at an exercise price of $17.50. The Series A Warrants and Series B Warrants are callable by the Company should the volume weighted average share price of the Company exceed $32.50 for each of 30 consecutive trading days following the date such warrants become eligible for exercise. The Series A Warrants and Series B Warrants also contain a beneficial ownership limitation of 4.99% which may be increased up to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase.

The Company determined the Series A and Series B Warrants should be classified as a liability as the warrants are redeemable for cash in the event of a fundamental transaction, as defined in the Senior Convertible Note agreement, which includes a change in control. The Company has recorded a liability for the Series A Warrants and Series B Warrants at fair value on the issuance date with subsequent changes in fair value reflected in earnings. At June 30, 2021, the Company determined the total fair value of the Series A Warrants and Series B Warrants to be $23,500,000, with a fair value of $13,600,000 determined for the Series A Warrants and a fair value of $9,900,000 determined for the Series B Warrants. At March 31, 2022, the Company determined the total fair value of the Series A Warrants and Series B Warrants to be $361,580 with a fair value of $309,400 determined for the Series A Warrants and a fair value of $52,180 determined for the Series B Warrants. The change in fair value of warrant liability recorded in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2022 were decreases of $2,677,898 and $23,138,420, respectively. See Note 17 for additional disclosures related to the change in the fair value of the warrant liabilities.

The proceeds from the issuance of the Old Senior Convertible Note were allocated to the Series A Warrants and Series B Warrants using the with-and-without method. Under this method, the Company first allocated the proceeds from the issuance of the Old Senior Convertible Note to the Series A Warrants and Series B Warrants based on their initial fair value measurement, and then allocated the remaining proceeds to the Old Senior Convertible Note. The debt discount on the Old Senior Convertible Note was being amortized over its term of two years. The Company accelerated the amortization of the debt discount on the Old Senior Convertible Note during the second quarter resulting in the Company recording of a loss on extinguishment of $22,628,805 for the nine months ended March 31, 2022, as further described above. Prior to accelerating the amortization of debt discount in the second quarter, the Company recorded the remaining amortization of the debt discount of $2,262,112 as interest expense on the unaudited condensed consolidated statement of operations for the nine months ended March 31, 2022.

Components of Long-Term Debt

The components of our long-term debt including the Senior Convertible Note on the unaudited condensed consolidated balance sheet at March 31, 2022 follows:

Current portion of notes payable and long-term debt	$	35,258,385
Notes payable and long-term debt (non-current)		112,425
Total	$	35,370,810

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Commitments and contingencies

9 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Note 13 – Commitments and contingencies

Commitments

On October 1, 2019, the Company entered into a sponsorship agreement with an eSports team (“Team”) to obtain certain sponsorship-related rights and benefits that include the ability to access commercial opportunities. The Company had agreed to initially pay the Team $516,000 in cash and $230,000 in common stock during the period from October 1, 2019 to June 30, 2022. On August 6, 2020, the Company entered into an amended and restated sponsorship agreement (the “Amended Sponsorship Agreement”) with the Team that included cash payments totaling $2,545,000 and the issuance of common stock totaling $825,000 for the term of the agreement ending January 31, 2023. On December 31, 2021, the Amended Sponsorship Agreement terminated, and no cash or common stock were paid during the three months ended March 31, 2022. During the three and nine months ended March 31, 2022, the Company has recorded $0 and $424,893 in sales and marketing expense related to the Team sponsorship. There were no outstanding amounts payable to the Team as of March 31, 2022. The cost of the sponsorship arrangement with the Team is recorded to sales and marketing expense on the unaudited condensed consolidated statements of operations over the term of the Amended Sponsorship Agreement.

On August 17, 2020, the Company entered into an agreement with Bally’s Corporation, an operator of various online gaming and wagering services in the state of New Jersey, USA, to assist the Company in its entrance into the sports wagering market in New Jersey under the State Gaming Law. The commencement date of the arrangement with Bally’s was March 31, 2021. The Company paid $1,550,000 on June 11, 2021 and issued 50,000 shares of common stock on July 1, 2021 in connection with the commencement of the arrangement. The Bally’s agreement extends for 10 years from the date of commencement requiring the Company to pay $1,250,000 and issue 10,000 shares of common stock on each annual anniversary date. During the three and nine months ended March 31, 2022, the Company has recorded $334,890 and $1,019,556 in sales and marketing expense for its arrangement with Bally’s Corporation. There were no outstanding amounts payable to Bally’s Corporation as of March 31, 2022. The annual commitments by the Company under this agreement are estimated at $1,250,000 and 10,000 shares of common stock payable each year through the year ended June 30, 2030, as of March 31, 2022.

The Company has signed a subscription and operating agreement with Game Fund Partners LLC to support the development of a planned $300,000,000 game fund. Under the agreements, the Company will initially invest approximately $2,000,000 of Company shares into 20% of the general partnership of the fund, and the Company will become part of the management and investment committee that manages an investment fund focused on joint projects and investment vehicles to fuel growth in the areas of gaming, data, blockchain, online gaming, and joint casino hotel investments. The Company has agreed to contribute 100,000 shares to the fund during the period in which the fund receives total capital commitments of $100,000,000. The Company has agreed to contribute an additional 100,000 shares to the fund during the period in which the fund reaches total capital commitments of $200,000,000. As of March 31, 2022, the Company has not contributed any shares of its common stock to the fund.

In the ordinary course of business, the Company enters into multi-year agreements to purchase sponsorships with professional teams as part of its marketing efforts to expand competitive esports gaming. As of March 31, 2022, the commitments under these agreements are estimated at $1,256,403 for the year ended June 30, 2022, $2,403,891 for the year ended June 30, 2023, $2,015,495 for year ended June 30, 2024, $1,126,153 for the year ended June 30, 2025 and $611,668 for the year ended June 30, 2026.

Contingencies

The Company at times may be involved in pending or threatened litigation relating to claims arising from its operations in the normal course of business. Some of these proceedings may result in fines, penalties, judgments or costs being assessed against the Company at some future time.

In determining the appropriate level of specific liabilities, if any, the Company considers a case-by-case evaluation of the underlying data and updates our evaluation as further information becomes known. Specific liabilities are provided for loss contingencies to the extent the Company concludes that a loss is both probable and estimable. The Company did not have any liabilities recorded as of March 31, 2022 or June 30, 2021. However, the results of litigation are inherently unpredictable, and the possibility exists that the ultimate resolution of one or more of these matters could result in a material effect on our financial position, results of operations or liquidity.

In September 2018, Boustead Securities, LLC (“Boustead”) notified the Company of a claim that they were owed $192,664, as well as warrants to purchase 1,417,909 shares of the Company’s common stock as compensation for their acting as the placement agent for the sale of the Company’s securities between June 2017 and 2018. This matter was brought to arbitration on December 7, 2020. On February 3, 2021, the arbitration awarded Boustead Securities, LLC $289,874 in damages and allowable costs (excluding attorneys’ fees) with interest accruing approximately $21 per day. The Company paid $294,051 to settle the arbitration award, inclusive of accrued interest, on August 24, 2021.

Other than discussed above, the Company is currently not involved in any other litigation that it believes could have a material adverse effect on our financial condition or results of operations as reported in these unaudited condensed consolidated financial statements.

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Revenue and Geographic Information

9 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue and Geographic Information

Note 14 – Revenue and Geographic Information

The Company is a provider of iGaming, traditional sports betting and esports services that commenced revenue generating operations during the year ended June 30, 2021 with the acquisitions of Argyll, FLIP, EGL, Lucky Dino, GGC and Helix. The Company acquired Bethard in July 2021 adding to its revenue generating operations. The revenues and long-lived assets of Argyll, EGL Lucky Dino and Bethard have been identified to our international operations as they principally service customers in Europe, inclusive of the United Kingdom. The revenues and long-lived assets of FLIP, GGC and Helix principally service customers in the United States.

A disaggregation of revenue by type of service for the three and nine months ended March 31, 2022 and 2021 is as follows:

	Three months ended March 31,				Nine months ended March 31,
	2022		2021		2022		2021
Online betting and casino revenues	$	14,590,447	$	5,225,053	$	41,692,731	$	7,650,840
Esports and other revenues		1,109,140		173,655		4,946,194		332,453
Total	$	15,699,587	$	5,398,708	$	46,638,925	$	7,983,293

A summary of revenue by geography for the three and nine months ended March 31, 2022 and 2021 is as follows:

	Three months ended March 31,				Nine months ended March 31,
	2022		2021		2022		2021
United States	$	1,046,639	$	124,059	$	4,255,482	$	280,974
International		14,652,948		5,274,649		42,383,443		7,702,319
Total	$	15,699,587	$	5,398,708	$	46,638,925	$	7,983,293

A summary of long-lived assets by geography is as follows:

	March 31, 2022		June 30, 2021
United States	$	8,591,077	$	48,081,926
International		59,938,769		41,942,870
Total	$	68,529,846	$	90,024,796

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10% Series A Cumulative Redeemable Convertible Preferred Stock

9 Months Ended

Mar. 31, 2022

Equity [Abstract]

10% Series A Cumulative Redeemable Convertible Preferred Stock

Note 15 – 10% Series A Cumulative Redeemable Convertible Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock. On November 10, 2021, the Company designated 1,725,000 shares of preferred stock as 10% Series A cumulative redeemable convertible preferred stock (“10% Series A Cumulative Redeemable Convertible Preferred Stock”), with a par value of $0.001 per share and liquidation value of $11.00. On November 11, 2021, the Company announced that it priced an underwritten public offering of preferred stock as 10% Series A Cumulative Redeemable Convertible Preferred Stock in the first series issuance of preferred stock, of which 800,000 shares were issued at $10 a share on November 16, 2021 for total gross proceeds of $8,000,000, before deducting underwriting discounts and other estimated offering expenses. Net proceeds from the sale, after deducting issuance costs totaled $7,265,000.

In addition, under the terms of the underwriting agreement for the public offering of the 10% Series A Cumulative Redeemable Convertible Preferred Stock, the Company granted the underwriters a 45-day option to purchase up to an additional 120,000 shares. On December 10, 2021, there was a partial exercise of 35,950 shares. Net proceeds from the additional sale, after deducting issuance costs totaled $334,335.

Conversion

Each share of 10% Series A Cumulative Redeemable Convertible Preferred Stock is convertible into one share of the Company’s common stock at a conversion price of $17.50 per common share. Subject to earlier conversion or redemption, the 10% Series A Cumulative Redeemable Convertible Preferred Stock matures five years from issuance, or November 15, 2026, at which point the Company must redeem the shares of 10% Series A Cumulative Redeemable Convertible Preferred Stock in cash.

Dividends

Dividends on the 10% Series A Cumulative Redeemable Convertible Preferred Stock accrue daily and are cumulative from the date of issuance. The dividends on the 10% Series A Cumulative Redeemable Convertible Preferred Stock are payable monthly in arrears on the last day of each calendar month, when, as and if declared by the Company’s Board of Directors, at the rate of 10.0% per annum. In the event the dividends are not paid in cash, the dividends shall continue to accrue at a dividend rate of 10.0%.

Redemption and Liquidation

The 10% Series A Cumulative Redeemable Convertible Preferred Stock is also redeemable, at the option of the Board of Directors, in whole or in part, at any time on or after January 1, 2023.

The 10% Series A Cumulative Redeemable Convertible Preferred Stock includes a change of control put option which allows the holders of the 10% Series A Cumulative Redeemable Convertible Preferred Stock to require the Company to repurchase such holders’ shares in cash in an amount equal to the initial purchase price plus accrued dividends.

The 10% Series A Cumulative Redeemable Convertible Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company’s control, all shares of preferred stock have been presented outside of permanent equity in mezzanine equity on the unaudited condensed consolidated balance sheets. The instrument is initially recognized at fair value net of issuance costs. The Company reassesses whether the 10% Series A Cumulative Redeemable Convertible Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The 10% Series A Cumulative Redeemable Convertible Preferred Stock has not been adjusted to its redemption amount as of March 31, 2022 because a deemed liquidation event is not considered probable.

The 10% Series A Cumulative Redeemable Convertible Preferred Stock is not mandatorily redeemable, but rather is only contingently redeemable, and given that the redemption events are not certain to occur, the shares have not been accounted for as a liability. As the 10% Series A Cumulative Redeemable Convertible Preferred Stock is contingently redeemable on events outside of the control of the Company, all shares of 10% Series A Cumulative Redeemable Convertible Preferred Stock have been presented outside of permanent equity in mezzanine equity on the unaudited condensed consolidated balance sheets.

Voting Rights

The holders of the 10% Series A Cumulative Redeemable Convertible Preferred Stock will not have any voting rights, except whenever dividends on any share of any series of preferred stock (“Applicable Preferred Stock”) have not have been paid in an aggregate amount equal to four monthly dividends on the share, the holders of the Applicable Preferred Stock will have the exclusive and special right, voting separately as a class and without regard to series, to elect at an annual meeting of shareholders or special meeting held in place of it one member of the Board of Directors, until all arrearages in dividends and dividends in full for the current monthly period have been paid.

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Equity

9 Months Ended

Mar. 31, 2022

Equity [Abstract]

Equity

Note 16 – Equity

Common Stock

The following is a summary of common stock issuances for the nine months ended March 31, 2022:

● During the nine months ended March 31, 2022, as part of the March 2022 Offering, the Company sold 15,000,000 units at $1.00, consisting of one share of common stock and one warrant with an exercise price of $1.00, for gross proceeds of $15,000,000. The Company recorded the issuance of these shares at a fair value of $4,051,500 comprised of $13,605,000 of cash received from the offering equal to the gross proceeds net of $1,395,000 issuance costs, and net of the fair value of the warrant liability calculated on issuance of $9,553,500. The proceeds from the offering were designated for general working capital and to pay to the Holder of the Senior Convertible Note an amount equal to 30% of the gross proceeds to applied as a reduction of principal (see Note 12). At March 31, 2022 the Company has not remitted payment to the Holder and principal remains at $35,000,000.

● During the nine months ended March 31, 2022, the Company issued 132,527 shares of common stock for services with a weighted average fair value of $4.70 per share.

● During the nine months ended March 31, 2022, the Company issued 14,000 shares of common stock from the exercise of stock options with a weighted average exercise price of $4.82 per share or $67,479 in the aggregate.

● During the nine months ended March 31, 2022, the Company issued 1,165,813 shares of common stock, with aggregate proceeds of $4,005,267, or $3,885,109 net of issuance costs, and a weighted average exercise price of $3.44, under its ATM program (see below).

● During the nine months ended March 31, 2022, the holder of the Senior Convertible Note converted an aggregate conversion value of $10,652,648 into 2,514,459 shares of common stock, with a weighted average conversion price of $4.24.

The following is a summary of common stock issuances for the nine months ended March 31, 2021:

● On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors resulting in the raise of $30,000,000 in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share at a price of $15.00 per Share. The offering was consummated on February 16, 2021, at which time the Company received net proceeds of $27,340,000.

● During the nine months ended March 31, 2021, the Company issued 650,000 shares of common stock as a component of the purchase consideration for Argyll. The Company recorded the issuance of these shares at fair value in the amount of $3,802,500.

● During the nine months ended March 31, 2021, the Company issued a total of 187,616 shares of common stock as a component of the purchase consideration for FLIP, inclusive of share consideration paid to settle a portion of the purchase consideration that was recorded as a contingent liability. The Company recorded the issuances of these shares at a total fair value of $2,217,621, which includes the initial issuance of 93,808 shares of common stock at a fair value of $411,817 on September 3, 2020, and the subsequent issuance of 93,808 shares of common stock on March 3, 2021 at a fair value of $1,805,804 in settlement of contingent purchase consideration.

● During the nine months ended March 31, 2021, the Company issued 292,511 shares of common stock as a component of the purchase consideration for EGL. The Company recorded the issuance of these shares at fair value in the amount of $2,193,833.  

● During the nine months ended March 31, 2021, the Company issued 4,274,393 shares of common stock for the exercise of options and warrants with a weighted average exercise price of $5.85 per share or $24,986,582 in the aggregate.

● During the nine months ended March 31, 2021, the Company issued 1,000,000 shares of common stock in connection with the exercise of warrants that were included as a component of the purchase consideration paid for Argyll. The warrants entitled the holder to purchase one share of common stock at $8.00 per share. The Company recorded the issuance of these shares at the settlement date fair value of $15,480,000 comprised of $8,000,000 of cash received from the exercise, and non-cash settlement of the warrant liability totaling $7,480,000. The warrant liability established on the date of acquisition of Argyll was $2,750,076 and subsequently increased to the settlement date fair value by recording a charge of $4,729,924 in the statement of operations for the nine months ended March 31, 2021.  

● During the nine months ended March 31, 2021, the Company issued 528,997 shares of its common stock for services rendered with a weighted average fair value of $6.22 per share or $3,290,570 in the aggregate.

At-the Market Equity Offering Program

On September 3, 2021, the Company entered “at the market” equity offering program to sell up to an aggregate of $20,000,000 of common stock. The shares are being issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-252370) and the Company filed a prospectus supplement, dated September 3, 2021 with the SEC in connection with the offer and sale of the shares pursuant to the Equity Distribution Agreement with the broker. There were 1,165,813 shares sold under the ATM during the nine months ended March 31, 2022 for gross proceeds of $4,005,267. The Company had $15,994,733 of gross proceeds remaining under the ATM at May 20, 2022.

Common Stock Warrants

On March 2, 2022, the Company closed an offering March 2022 Offering, in which it sold 15,000,000 units at $1.00 consisting of one share of common stock and one warrant exercisable at any time after issuance for one share of common stock of the Company for a total of 15,000,000 warrants at an exercise price of $1.00. There were no March 2022 Warrants exercised during the three and nine months ended March 31, 2022 and all March 2022 Warrants were outstanding as of March 31, 2022.

On July 31, 2020, the Company issued 1,000,000 warrants in connection with its acquisition of Argyll with an exercise price of $8.00. These warrants were exercised during the year ended June 30, 2021. On June 2, 2021, the Company also issued 2,000,000 Series A Warrants and 2,000,000 Series B Warrants with an exercise price of $17.50 to the holders of the Senior Convertible Note. There were no Series A Warrants exercised during the nine months ended March 31, 2022. The Series B Warrants may not be exercised until there is a redemption of principal under the Senior Convertible Note. The Series B Warrants were not exercisable at March 31, 2022.

On April 16, 2020, the Company closed an offering, (the “April 2020 Offering”), in which it sold 1,980,000 units consisting of one share of common stock and one Unit A Warrant and one Unit B Warrant, for a total of 3,960,000 warrants, with each warrant entitling the holder to purchase one share of common stock price at $4.25 per share. The Company issued an additional 209,400 Unit A Warrants and 209,400 additional Unit B Warrants to the underwriter pursuant to an over-allotment option each entitling the holder to purchase one share of common stock at $0.01 per share. There were 1,136,763 of Unit A Warrants outstanding on March 31, 2022. The Unit B Warrants expired one year from the date of issuance on April 19, 2021 and there were no Unit B Warrants outstanding at March 31, 2022.

In connection with the April 2020 Offering the Company also issued 1,217,241 shares of common stock and 2,434,482 warrants (“Conversion Warrants”) to purchase one share of common stock at $4.25 per share upon the conversion of $4,138,585 of the Company’s convertible debt and accrued interest. There were 40,582 Unit A Conversion Warrants outstanding at March 31, 2022. The Unit B Conversion Warrants have been fully exercised for shares of common stock.

A summary of the warrant activity follows:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Intrinsic Value
Outstanding, July 1, 2020		5,264,592		$	4.28		0.86	$	14,654,296
Issued		5,603,674			14.38
Exercised		(5,503,167	)		4.88
Exchanged		—			—
Forfeited or cancelled		(14,541	)		4.25
Outstanding, June 30, 2021		5,350,558			14.19		3.14		8,743,588
Issued		—			—
Exercised		—			—
Forfeited or cancelled		—			—
Outstanding, September 30, 2021		5,350,558			14.19		2.89		3,138,768
Issued		—			—
Exercised		—			—
Forfeited or cancelled		—			—
Outstanding, December 31, 2021		5,350,558			14.19		2.64		—
Issued		15,000,000			1.00
Exercised		—			—
Forfeited or cancelled		—			—
Outstanding, March 31, 2022		20,350,558		$	4.47		4.26	$	—

Common Stock Options

On September 10, 2020, the Company’s Board of Directors adopted the 2020 Equity and Incentive Plan (the “2020 Plan”) that provides for the issuance of incentive and non-qualified stock options, restricted stock, restricted stock units and stock appreciation rights to officers, employees, directors, consultants, and other key persons. Under the 2020 Plan, the maximum number of shares of common stock authorized for issuance was 1,500,000 shares. Each year on January 1, for a period of up to nine years, the maximum number of shares authorized for issuance under the 2020 Plan is automatically increased by 233,968 shares. At March 31, 2022, there was a maximum of 1,967,936 shares of common stock authorized for issuance under the 2020 Plan. There were no additional equity awards eligible for issuance from the 2017 Stock Incentive Plan that had been adopted by the Company on August 1, 2017. The outstanding stock options granted under the 2017 Plan were transferred to the 2020 Plan. As of March 31, 2022, there were 608,535 shares of common stock available for future issuance under the 2020 Plan.

A summary of the Company’s stock option activity is as follows:

	Number of Options			Weighted Average Exercise Price
Outstanding, June 30, 2021		474,676		$	5.49
Granted		—			—
Exercised		(8,500	)		—
Cancelled		—			—
Outstanding, September 30, 2021		466,176			5.41
Granted		1,120,150			6.71
Exercised		(5,500	)		4.82
Cancelled		(50,675	)		9.11
Outstanding, December 31, 2021		1,530,151			6.27
Granted		—			—
Exercised		—			—
Cancelled		(170,750	)		6.19
Outstanding, March 31, 2022		1,359,401		$	6.28

As of March 31, 2022, the weighted average remaining life of the options outstanding was 4.34 years. There are 860,451 options exercisable at March 31, 2022, with a weighted average exercise price of $6.03.

Stock Based Compensation

During the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $1,346,502 and $743,527, respectively and during the nine months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $3,958,275 and $3,055,118, respectively, for the amortization of stock options and the issuance of common stock to employees and contractors for services which has been recorded as general and administrative expense in the unaudited condensed consolidated statements of operations.

The Company had previously recognized stock-based compensation expense of $927,855 during its year ended June 30, 2020 related to the issuance of 117,450 shares of common stock for services rendered, comprised of 1,333 shares granted to management, 16,966 shares granted to employees, and 99,151 shares granted to consultants. At June 30, 2020, the Company had recorded the fair value of these shares issued as liabilities to be settled in stock. During the first quarter of the Company’s fiscal year ended June 30, 2021, the Company settled the balance of the liabilities to be settled in stock through the issuance of common stock in a non-cash transaction.

As of March 31, 2022, unamortized stock compensation for stock options was $2,636,626 with a weighted-average recognition period of 0.50 years. The options granted during the nine months ended March 31, 2022 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:

	Nine months ended March 31, 2022
Expected term, in years		2.81
Expected volatility		150.82	%
Risk-free interest rate		0.45	%
Dividend yield		—
Grant date fair value	$	5.33

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Fair Value Measurements

9 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 17 – Fair Value Measurements

The following financial instruments were measured at fair value on a recurring basis:

	March 31, 2022
	Total		Level 1		Level 2		Level 3
Contingent consideration (Note 3)	$	3,732,976	$	—	$	—	$	3,732,976
Liability for the March 2022 Warrants (Note 12)	$	4,050,000	$	4,050,000	$	—	$	—
Liability for the Series A and Series B Warrants (Note 12)	$	361,580	$	—	$	—	$	361,580
Derivative liability on Senior Convertible Note (Note 12)	$	20,573,051	$	—	$	—	$	20,573,051

	June 30, 2021
	Total		Level 1		Level 2		Level 3
Liability for the Series A and Series B Warrants (Note 12)	$	23,500,000	$	—	$	—	$	23,500,000

A summary of the changes in Level 3 financial instruments for the three and nine months ended March 31, 2022 is as follows:

	Warrant Liability			Contingent Consideration			Derivative liability on Senior Convertible Note
Balance at June 30, 2021	$	23,500,000		$	—		$	—
Fair value of contingent consideration for Bethard at acquisition (Note 3)		—			6,700,000			—
Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12)		(11,808,600	)		—			—
Balance at September 30, 2021		11,691,400			6,700,000			—
Payments of Bethard contingent consideration		—			(850,520	)		—
Change in fair value of Bethard contingent consideration liability (Note 3)		—			(1,851,446	)		—
Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12)		(8,651,922	)		—			—
Balance at December 31, 2021		3,039,478			3,998,034			—
Payments of Bethard contingent consideration		—			(165,811	)		—
Change in fair value of Bethard contingent consideration liability (Note 3)		—			(99,247	)		—
Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12)		(2,677,898	)		—			—
Change in the fair value of the derivative liability on Senior Convertible Note (Note 12)		—			—			20,573,051
Balance at March 31, 2022	$	361,580		$	3,732,976		$	20,573,051

The Series A and Series B Warrants outstanding at March 31, 2022 were valued using a Monte Carlo valuation model with the following assumptions:

	March 31, 2022			June 30, 2021
Contractual term, in years		2.00 – 4.00			2.00 – 4.00
Expected volatility		123% – 141	%		120% – 140	%
Risk-free interest rate		1.74% – 2.45	%		0.24% – 0.65	%
Dividend yield		—			—
Conversion / exercise price	$	17.50		$	17.50

The value of the March 2022 Warrants issuance at March 2, 2022 were valued using a Monte Carlo valuation model with the following assumptions:

	March 2, 2022
Contractual term, in years		5.00
Expected volatility		139	%
Risk-free interest rate		1.74	%
Dividend yield		—
Conversion / exercise price	$	1.00

On issuance, the March 2022 Warrants were classified as a Level 3 instrument and were subsequently transferred out of Level 3 and classified as a Level 1, as subsequent valuations were based upon the market price of the warrants. At March 31, 2022 the March 2022 Warrants were valued using the market price.

The value of the derivative liability on Senior Convertible Note at March 31, 2022 were valued using a Nonperformance risk adjusted Monte Carlo valuation model with the following assumptions:

	March 31, 2022
Contractual term, in years		1.17
Expected volatility		133.5	%
Asset volatility		80.68	%
Risk-free interest rate		1.73	%
Dividend yield		—
Conversion / exercise price	$	2.1832

The fair value of a derivative instrument in a liability position includes measures of the Company’s nonperformance risk. Significant changes in nonperformance risk used in the fair value measurement of the derivative liability may result in a significantly changes to the fair value measurement. The cash liability calculated under the terms of the New Note of approximately $80,000,000 is materially higher than the fair value of the derivative liability of $20,573,051 calculated at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note.  However, there can be no guarantee that the Company will be able to reach an agreement to restructure the New Note.

The following is information relative to the Company’s derivative instruments in the condensed consolidated balance sheet as of March 31, 2022:

Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	March 31, 2022		June 30, 2021
Derivative liability on Senior Convertible Note (Note 12)	Derivative liability	$	20,573,051	$	-

The effect of the derivative instruments on the unaudited condensed consolidated statements of operations is as follows:

		Amount of Gain (Loss) Recognized in Income on Derivatives
		Three months ended March 31,					Nine months ended March 31,
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivatives	2022			2021		2022			2021
Derivative liability on Senior Convertible Note (Note 12)	Change in fair value of derivative liability on Senior Convertible Note	$	(20,573,051	)	$	-	$	(22,055,672	)	$	-

Argyll Warrant Valuation

During the year ended June 30, 2021, the Company issued 1,000,000 warrants in connection with its acquisition of Argyll. Each warrant entitled the holder to purchase one share of common stock at exercise price of $8.00 per share. The Company initially estimated the fair value of the warrants issued to be $5,488,171 as of the Argyll acquisition date of July 31, 2020. At September 30, 2020, the Company estimated the fair value these warrants to be $3,387,218, resulting in a gain on the change in fair value of warrant liability in the amount of $2,100,953. The Company valued the warrants using the Black-Scholes option pricing model with the following terms on July 31, 2020: (a) exercise price of $8.00, (b) volatility rate of 187.40%, (c) discount rate of 0.48%, (d) term of three years, and (e) dividend rate of 0%. The Company valued the warrant using the Black-Scholes option pricing model with the following terms on September 30, 2020: (a) exercise price of $8.00, (b) volatility rate of 183.25%, (c) discount rate of 0.28%, (d) term of 2 years and 10 months, and (e) dividend rate of 0%.

Subsequent to September 30, 2020, the holder of the warrants issued in the Argyll acquisition exercised the warrants resulting in the issuance of 1,000,000 shares of common stock by the Company. Prior to the exercises of the warrants, the Company recorded a measurement period adjustment to reduce the acquisition date fair value of the warrant liability by $2,738,095 using a Monte Carlo simulation. The issuance of the shares of common stock upon exercise of the warrants were recorded at their settlement date fair value of $15,480,000 comprised of $8,000,000 of cash received from the exercise, and non-cash settlement of the warrant liability totaling $7,480,000.

Assets Measured on a Nonrecurring Basis

Assets that are measured at fair value on a nonrecurring basis are remeasured when carrying value exceeds fair value. This includes the evaluation of long-lived assets, goodwill and other intangible assets for impairment. The Company’s estimates of fair value required it to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances that might directly impact each of the relevant asset groups’ operations in the future and are therefore uncertain. The carrying value of the assets after any impairment approximates fair value.

The Company assesses the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the fair value of goodwill, using the income approach. Inputs used to calculate the fair value based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant.

The Company uses undiscounted future cash flows of the asset or asset group for equipment and intangible assets. During the three and nine months ended March 31, 2022, the Company wrote down certain long-lived assets other than goodwill related to the same reporting unit to fair value. The Company estimated the fair value when conducting the long-lived asset impairment tests primarily using an income approach and used a variety of unobservable inputs and underlying assumptions consistent with those discussed above for purposes of our goodwill impairment test.

During the three and nine months ended March 31, 2022, the Company recognized asset impairment charges to the goodwill and long-lived assets of the EGL, GGC and Helix reporting units (See Notes 6, 7 and 11).

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Income Taxes

9 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 18 – Income Taxes

The Company’s provision for income taxes for the three and nine months ended March 31, 2022 and 2021 is as follows:

	Three months ended					Nine months ended
	March 31					March 31
		2022			2021		2022		2021
Income tax benefit (expense)	$	(431	)	$	—	$	5,503,430	$	—

Management’s expected annualized effective tax rate would be 0%, except for the discrete item below, for both the three and nine months ended March 31, 2022 and 2021. The difference between the Company’s effective tax rates and the U.S. statutory tax rate of 21% was due to a valuation allowance related to the Company’s deferred tax assets.

For the nine months ended March 31, 2022, the Company recorded a discrete income tax benefit of $5,503,430, which is mostly attributable to a nonrecurring partial release of the Company’s U.S. valuation allowance as a result of purchase price accounting. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized.

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Subsequent Events

9 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 19 – Subsequent Events

Over-Allotment option

On April 1, 2022 the underwriters of the March 2022 Offering exercised the Over-Allotment option of 2,250,000 warrants to purchase shares at a price of $0.01 per warrant. The Company received net proceeds of $20,925.

Failure to Satisfy Nasdaq Continued Listing Rule or Standard

On April 11, 2022, the Company received a deficiency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company’s common stock had closed below $1.00 per share for the previous 30 consecutive business days.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of such notice, or until October 8, 2022, to regain compliance with the minimum bid price requirement. To regain compliance, the bid price for the Company’s common stock must close at $1.00 per share or more for a minimum of 10 consecutive business days.

Nasdaq’s written notice has no effect on the listing or trading of the Company’s common stock at this time, and the Company is currently evaluating its alternatives to resolve this listing deficiency.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of presentation and principles of consolidation

Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Pursuant to the rules and regulations of the SEC, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. The unaudited condensed consolidated financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the annual period ended June 30, 2021.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Reportable Segment

Reportable Segment

The Company determined it has one reportable segment. This determination considers the organizational structure of the Company and the nature of financial information available and reviewed by the chief operating decision maker to assess performance and make decisions about resource allocations.

Reclassifications

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations or total assets, liabilities and stockholders’ equity (deficit).

Use of estimates

Use of estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the valuation and recoverability of goodwill and intangible assets, the accounting for business combinations, including estimating contingent consideration and allocating purchase price, estimating fair value of intangible assets, estimating the useful life of fixed assets and intangible assets, as well as the estimates related to accruals and contingencies.

Liquidity and Going Concern

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these unaudited condensed consolidated financial statements. One such factor considered by the Company is its compliance with certain debt covenants under terms of the Senior Convertible Note (the “Senior Convertible Note” or “New Note”). The Company has not maintained compliance with certain debt covenants and is currently in default under the terms of the Senior Convertible Note. On February 28, 2022 the Company exchanged the existing Senior Convertible Note (the “Old Senior Convertible Note”) with the New Note resulting in the increase of the principal outstanding balance of indebtedness from the carrying value of $29,150,001, as adjusted for the conversions of principal and Premium on Principal through February 22, 2022, to $35,000,000. The New Note is classified as a current liability on the unaudited condensed consolidated balance sheet as it may be redeemed by the holder prior to its maturity date. The Company has also recorded a derivative liability for the alternate conversion in the Senior Convertible Note of $20,573,051 in current liabilities on the unaudited condensed consolidated balance sheet that may be due to the holder as part of the make-whole liability under the default terms of the Senior Convertible Note. The cash liability calculated under the terms of the New Note of approximately $80,000,000 is materially higher than the fair value of the derivative liability of $20,573,051 calculated at March 31, 2022. The calculated make-whole liability may differ materially from the amount at which the Company may be required to pay under the New Note. The Company has held non-binding discussions with the Holder to restructure its obligation under the New Note.  However, there can be no guarantee that the Company will be able to reach an agreement to restructure the New Note. See Note 12 for additional information regarding the Old Senior Convertible Note and the New Note, and the potential effects on our business, financial condition, and results of operations.

In addition to compliance with debt covenants, the Company has considered historical losses and negative cash flows from operations in its evaluation of going concern. The Company has also considered its liquidity and future market and economic conditions as it relates to obtaining financing and generating future profits. On March 2, 2022 the Company closed an offering (the “March 2022 Offering”) in which it sold 15,000,000 units at $1.00 consisting of one share of common stock and one warrant for a total of 15,000,000 warrants with an exercise price of $1.00 (the “March 2022 Warrants”). The March 2022 Offering provided net cash proceeds of $13,605,000. As of March 31, 2022, the Company had $9,404,637 of available cash on-hand and net current liabilities of $59,195,096. The amount of available cash on hand on May 20, 2022, one business day preceding this filing, was $5,592,250.

The Company believes that its current level of cash and cash equivalents are not sufficient to fund its operations and obligations without additional financing. Although the Company has financing available, as further described below, the ability to raise financing using these sources is subject to several factors, including market and economic conditions, performance, and investor sentiment as it relates to the Company and the esports and iGaming industry. The combination of these conditions was determined to raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements.

In determining whether the Company can overcome the presumption of substantial doubt about its ability to continue as a going concern, the Company may consider the effects of any mitigating plans for additional sources of financing. The Company identified additional financing sources it believes are currently available to fund its operations and drive future growth that include (i) the potential proceeds from the exercise of the 15,000,000 March 2022 Warrants exercisable at $1.00, outstanding at March 31, 2022, (ii) the ability to access capital using the at-the-money (“ATM”) equity offering program available to the Company whereby the Company can sell shares to raise gross proceeds up to $20,000,000 (the Company has sold an aggregate of 1,165,813 shares through the ATM through May 20, 2022, one business day preceding this filing, for gross proceeds of $4,005,267 and had $15,994,733 of gross proceeds remaining under the ATM at May 20, 2022), (iii) the ability to sell shares of common stock of the Company through a shelf registration statement on Form S-3 (File No. 333-252370) declared effective by the Securities and Exchange Commission (SEC) on February 5, 2021, and (iv) the ability to raise additional financing from other sources. The Company is also in discussions with the Holder of the Senior Convertible Note to restructure the payment terms and debt covenants.

These above plans are likely to require the Company to place reliance on several factors, including favorable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

COVID-19

The novel coronavirus (“COVID-19”) emerged in December 2019 and has since adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. The ongoing impacts of the COVID-19 pandemic has introduced material uncertainty and risk with respect to the Company and its performance, especially as it relates to in-person attendance at events and game centers.

The Company has previously indicated that a significant or prolonged decrease in consumer spending on entertainment or leisure activities may have an adverse effect on demand for the Company’s product offerings, including in-person access to game centers and tournaments, reducing cash flows and revenues, and thereby materially harming the Company’s business, financial condition and results of operations. During the three months ended March 31, 2022, the Company determined that in-person attendance at its Helix and customer game centers is not expected to attain levels previously forecasted. As such, the Company recognized an impairment of long-lived assets held by its EGL, and Helix businesses and impairment of goodwill held by its EGL, GGC and Helix businesses. See Notes 6, 7 and 11 for discussion of the asset impairment charges.

The ultimate impact of the COVID-19 pandemic on other areas of the business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the continuing COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption and reduced operations. A materially disruptive resurgence of COVID-19 cases or the emergence of additional variants or strains of COVID-19 could cause other widespread or more severe impacts depending on where infection rates are highest. Any resulting financial impact cannot be reasonably estimated at this time but may have a material adverse impact on our business, financial condition and results of operations. The Company will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash includes cash on hand. Cash equivalents consist of highly liquid financial instruments purchased with an original maturity of three months or less. As of March 31, 2022 and June 30, 2021 the Company did not have any financial instruments classified as cash equivalents. At times, cash deposits inclusive of restricted cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Accounts are insured by the FDIC up to $250,000 per financial institution. There have been no losses recognized on cash balances held at these financial institutions.

Restricted Cash

Restricted Cash

Restricted cash includes cash reserves maintained for compliance with gaming regulations that require adequate liquidity to satisfy the Company’s liabilities to customers.

Receivables Reserved for Users

Receivables Reserved for Users

User deposit receivables are stated at the amount the Company expects to collect from a payment processor. A user initiates a deposit with a payment processor, and the payment processor remits the deposit to the Company. The amount due from the payment processor is recorded as a receivable reserved for users on the unaudited condensed consolidated balance sheets. An allowance for doubtful accounts may be established if it is determined that the Company is unable to collect a receivable from a payment processor. An increase to the allowance for doubtful accounts is recognized as a loss within general and administrative expenses in the unaudited condensed consolidated statements of operations. The allowance for doubtful accounts is not material to the unaudited condensed consolidated financial statements.

Liabilities to Customers

Liabilities to Customers

The Company records liabilities to customers, also referred to as player liabilities, for the amounts that may be withdrawn by a player at a given time. The player liabilities include player deposits, bonuses or incentive awards and user winnings less withdrawals, tax withholdings and player losses. The Company maintains a restricted cash balance and player deposits held by third parties, recorded as receivables reserved for users on the unaudited condensed consolidated balance sheets, at levels equal to or exceeding its liabilities to customers.

Business Combinations

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting. The Company records the assets acquired, liabilities assumed and acquisition-related contingent consideration at fair value on the date of acquisition. The difference between the purchase price, including any contingent consideration, and the fair value of net assets acquired is recorded as goodwill. The Company may adjust the preliminary purchase price and purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances that impact the determination of fair value at the acquisition date. Any change in fair value of acquisition-related contingent consideration resulting from events after the acquisition date is recognized in earnings. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

Digital Assets

Digital Assets

Digital assets are currently comprised of Ethereum cryptocurrency. The digital assets are included in current assets in the accompanying unaudited condensed consolidated balance sheets. The classification of digital assets as a current asset has been made after the Company’s consideration of the consistent daily trading volume on cryptocurrency exchange markets. There are no limitations or restrictions on the Company’s ability to sell digital assets, and the pattern of actual sales of digital assets by the Company. Digital assets purchased are recorded at cost and cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below.

Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital asset at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Impairment losses of the Company’s digital assets were not material to the unaudited condensed consolidated financial statements for the three or nine months ended March 31, 2022.

The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. The Company generally liquidates its digital assets position monthly, or more frequently depending upon the market conditions. The Company’s recognized realized gains through the sale and disbursement of digital assets during the three and nine months ended March 31, 2022 and 2021 was not material to the unaudited condensed consolidated financial statements. At March 31, 2022, the Company’s digital assets were not material to the unaudited condensed consolidated financial statements.

Goodwill

Goodwill

Goodwill represents the excess of fair value of consideration paid for an acquired entity over the fair value of the assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but rather it is tested for impairment at the reporting unit level on an annual basis on April 1 for each fiscal year, or more often if events or changes in circumstances indicate that more likely than not the carrying amount of the asset may not be recoverable. A reporting unit represents an operating segment or a component of an operating segment. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss in accordance with Accounting Standards Update (“ASU”) No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. The Company utilizes a discounted cash flow analysis, referred to as an income approach, and uses internal and market multiples, to assess reasonableness of assumptions, to determine the estimated fair value of our reporting units. For the income approach, significant judgments and assumptions including anticipated revenue growth rates, discount rates, gross margins, operating expenses, working capital needs and capital expenditures are inherent in the fair value estimates, which are based on our operating and capital forecasts. As a result, actual results may differ from the estimates utilized in our income approach. The use of alternate judgments and/or assumptions could result in a fair value that differs from our estimate and could result in the recognition of additional impairment charges in the financial statements. As a test for reasonableness, the Company also considers the combined fair values of our reporting units to a reasonable market capitalization of the Company. The Company may elect not to perform the qualitative assessment for some or all reporting units and perform a quantitative impairment test.

During the three and nine months ended March 31, 2022, the Company recognized goodwill impairment charges of $23,119,755 reducing the goodwill of the Helix and EGL and GGC reporting units, (see Note 7 for additional information regarding the goodwill impairment, and the effects on our business, financial condition, and results of operations). There were no goodwill impairment charges recorded during the three and nine months ended March 31, 2021. Changes in economic, regulatory and operating conditions and the continuing impact of COVID-19 could result in additional goodwill impairment in future periods.

Intangible assets

Intangible assets

Intangible assets with determinable lives consist of player relationships, developed technology and software, tradename and gaming licenses. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful lives of 5 years for player relationships and developed technology and software, 10 years for tradename and 2 years for gaming licenses. The Company also capitalizes internal-use software costs such as external consulting fees, payroll and payroll-related costs and stock-based compensation for employees in the Company’s development and information technology groups who are directly associated with, and who devote time to, the Company’s internal-use software projects. Capitalization begins when the planning stage is complete and the Company commits resources to the software project and continues during the application development stage. Capitalization ceases when the software has been tested and is ready for its intended use. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are expensed as incurred. The Company also holds indefinite-lived intangible assets in the form of digital assets as discussed above.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Equipment and other long-lived assets, including finite lived intangibles, are evaluated for impairment periodically or when events and circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation is required, an estimate of future undiscounted cash flows are determined through estimated disposition date of the asset. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value, considering external market participant assumptions. An estimation of future cash flows requires significant judgment as the Company makes assumptions about future results and market conditions. Since the determination of future cash flows is an estimate of future performance, there may be impairments recognized in future periods in the event future cash flows do not meet expectations. The Company recognized $13,484,122 for the impairment of the EGL and Helix tradenames and developed technology and software and the impairment of the GGC tradename and developed technology (see Note 7), $608,626 for the impairment of the EGL computer equipment and Helix game centers computer equipment, leasehold improvements and furniture and equipment (see Note 6), and $1,416,807 for the impairment of operating lease right-of-use assets for the Helix building rentals (see Note 11), in asset impairment charges in the unaudited condensed consolidated statements of operations. There were no impairment charges on other long-lived assets identified for the three and nine months ended March 31, 2021.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between U.S. GAAP treatment and tax treatment of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits.

The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties.

Derivative Instruments

Derivative Instruments

The Company evaluates its convertible notes and equity instruments, as well as warrants, to determine if those contracts or embedded components of those contracts qualify as derivatives (Note 12). The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability (Note 17). In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense (Note 17).

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current to correspond with its host instrument. The Company records the fair value of the remaining embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining embedded derivative warrants as other income or expense in the unaudited condensed consolidated statements of operations.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:

Level 1:	Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company adjusts contingent consideration resulting from a business combination, as well as derivative financial instruments and warrant liabilities to fair value on a recurring basis. Certain long-lived assets may be periodically required to be measured at fair value on a nonrecurring basis, including long-lived assets that are impaired. The fair value for other assets and liabilities such as cash, restricted cash, accounts receivable, receivables reserved for users, other receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and liabilities to customers have been determined to approximate carrying amounts due to the short maturities of these instruments. The fair value of the Senior Convertible Note and lease liabilities approximate their carrying value based on current interest and discount rates.

Earnings Per Share

Earnings Per Share

Basic income (loss) per share is calculated using the two-class method. Under the two-class method, basic income (loss) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted income (loss) per share is computed similar to basic income (loss) per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued if such additional common shares were dilutive. Diluted income (loss) per share includes the effect of potential common shares, such as the Company’s preferred stock, notes, warrants and stock options, to the extent the effect is dilutive. As the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded, as their effect would be anti-dilutive.

The following securities were excluded from weighted average diluted common shares outstanding for the three and nine months ended March 31, 2022 and 2021 because their inclusion would have been antidilutive:

	As of March 31,
	2022		2021
Common stock options		1,359,401		481,676
Common stock warrants		20,350,558		1,415,991
Common stock issuable upon conversion of senior convertible note		16,031,513		—
10% Series A cumulative redeemable convertible preferred stock		835,950		—
Total		38,577,422		1,897,667

Revenue and Cost Recognition

Revenue and Cost Recognition

The revenue of the Company is currently generated from online casino and sports betting (referred to herein as “iGaming” revenue), as well from the provision of esports event and team management services. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers (“ASC 606”) when control of a product or service is transferred to a customer. The amount of revenue is measured at the transaction price, or the amount of consideration that the Company expects to receive in exchange for transferring a promised good or service. The transaction price includes estimates of variable consideration to the extent that it is probable that a significant reversal of revenue recognized will not occur.

Revenue generating activities of the Company may be subject to value added tax (“VAT”) in certain jurisdictions in which the Company operates. Revenue is presented net of VAT in the consolidated statements of operations. VAT receivables and VAT payables are included in other receivables and accounts payable and accrued expenses, respectively on the consolidated balance sheets. Sales to customers do not have significant financing components or payment terms greater than 12 months.

iGaming Revenue

iGaming revenue is derived from the placement of bets by end-users, also referred to as customers, through online gaming sites. The transaction price in an iGaming contract, or Net Gaming Revenue (“NGR”), is the difference between gaming wins and losses, as further reduced by any nondiscretionary incentives awarded to the customer. Gaming transactions involve four performance obligations, namely the settlement of each individual bet, the honoring of discretionary incentives available to the customer through loyalty reward programs, the award of free spin and deposit match bonuses, and the winning of a casino jackpot. The total amount wagered by a customer is commonly referred to as the win or Gross Gaming Revenue (“GGR”). The GGR is allocated to each performance obligation using the relative standalone selling price (“SSP”) determined for iGaming contracts.

Revenue recognition for individual wagers is recognized when the gaming occurs, as such gaming activities are settled immediately. The revenue allocated to incentives, such as loyalty points offered through a rewards program, is deferred and recognized as revenue when the loyalty points are redeemed. Revenue allocated to free spins and deposit matches, referred to as bonuses, are recognized at the time that they are wagered. The revenue for jackpot games is recognized when the jackpot is won by the customer. The Company applies a practical expedient by accounting for its performance obligations on a portfolio basis as iGaming contracts have similar characteristics. The Company expects the application of the revenue recognition guidance to a portfolio of iGaming contracts will not materially differ from the application of the revenue recognition guidance on an individual contract basis.

The Company evaluates bets that its users place on websites owned by third party brands in order to determine whether it may recognize revenue on a gross basis, when acting as the principal provider of the wagering service, or on a net basis, when acting as an intermediary or agent. The principal in a wagering service involving a third party is generally the entity that controls the wagering service such that it has a right to the services being performed by the third party and can direct the third party in delivery of the service to its users. The Company records revenue on a gross basis as it has determined it is the principal in transactions involving third parties, such as revenue sharing arrangements, as it controls the wagering service being offered to the users such that it has a right to the service performed by third parties and can further direct third parties in providing services to users. The Company further records expenses related to its revenue sharing arrangements and other third-party iGaming expenses within costs of revenue in the consolidated statements of operations.

Esports Gaming and Other Revenue

The Company derives revenue from the operation of esports game centers, sales of subscriptions to access cloud-based software used by independent operators of game centers, as well as from consulting and data analytic services provided to game operators. The revenue from the operation of game centers by the Company is recognized when a customer purchases time to use the esports gaming equipment at each center. The revenue from time purchased by a customer and from the sale of concessions is recognized at the point of sale. The revenue derived from the sale of subscription services to cloud-based software used by game centers is recognized over the term of the contract, which generally can range from one month to one year in duration, beginning on the date the customer is provided access to the Company’s hosted software platform.

The software subscriptions also allow for game center operators to enable their equipment to mine cryptocurrency when gaming stations are not in use by the end user. The software allows the participating game center operators to contribute their computer power for the purpose of adding a block to the blockchain within a mining pool where the Company and the participating game center operators are participants. The Company’s software enables the participating game center operators to enter into mining pools with mining pool operators to provide computing power to the mining pool to mine cryptocurrency digital assets. The Company and the participating game center operators are entitled to a fractional share of the fixed cryptocurrency digital asset award the mining pool operator receives (less transaction fees to the mining pool operator) for successfully adding a block to the blockchain. The Company and participating game center operators’ fractional share is based on the proportion of computing power contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. A digital asset award is received by the Company from the mining pool, in the form of crypto currency (i.e. Ethereum), for successfully adding a block to the blockchain. The Company records a payable for the amount due to each participating game center operator, in the form of U.S. dollars, based on the participating game center operators’ computing power contributed toward the mining of the award less a fee charged by the Company. The amounts due to the participating game center operators are paid in U.S. dollars. The Company recognizes the fair value of the digital awards, net of fees and amounts payable to the game center operators, as revenue at the time the digital award is added to the blockchain using the price of the digital coin quoted in U.S. dollars. The transaction consideration of the digital award the Company receives, if any, is non-cash consideration. The Company records revenue on a net basis as it has determined it is the agent in the transactions with the mining pool and facilitates the provision of the computing power and payments for the participating game center operators. The transaction consideration for the mining of cryptocurrency is variable consideration as it is based on the number of blocks added to the blockchain and the amount of the digital asset received from the mining pool. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the Financial Accounting Standards Board (“FASB”), the Company may be required to change its policies, which could impact the Company’s consolidated financial position and results from operations.

The Company further provides consultation services related to the use of hardware and equipment for gaming operations together with implementation services that include sourcing, training, planning, and installation of technology. The Company considers services related to hardware and equipment, implementation, and any design of user interface for the customer as separate performance obligations. Revenue for hardware equipment and design of custom user interface is recognized at a point in time upon delivery and completion. Implementation services are recognized over time, as services are performed.

The Company also has contracts with software companies to provide talent data analytics and related esports services, which include analytic development, other related services to develop software and applications for tournaments, to provide data support, data gathering, gameplay analysis and reporting which includes talent analytics and related esports services, including analytic development, data analysis, survey design, interview services, player dossiers, and expert services. The Company recognizes revenue from its data analytic services over the life of the contract utilizing the output method, using a direct measurement of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contact. The Company elected to use the right to invoice practical expedient and recognize revenue based on the amounts invoiced. The payment terms and conditions vary by contract; however, the Company’s terms generally require payment within 30 to 60 days from the invoice date.

The Company has partnership contracts with strategic customers within the esports industry. The partnership contracts are negotiated agreements, which contain both licensing arrangements of intellectual property and development services, including fixed and variable components. The variability of revenue is driven by development plans and results of sales as specified by the partnership contract, which are known as of an invoice date. Partnership contracts generally do not have terms that extend beyond one year. The Company considers licensing arrangements and development services as separate performance obligations. Licensing revenues are recorded over time. Revenue associated with development is recognized over time, as labor is incurred.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each distinct performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account the Company’s overall pricing objectives, considering market conditions and other factors, including the value of the deliverables in the contracts, customer demographics, geographic locations, and the number and types of users within the contracts.

Esports Event Management and Team Service Revenue

The Company derives revenue from esports event management and team services. Esports event management services support the creation, production and delivery of an esports event by providing event staffing, gaming consoles, and other technical goods and services for a customer event that is either hosted live in person or online. The revenue generated from esports event management services is generally earned on a fixed fee basis per event. The esports team services offerings of the Company include recruitment and management services offered to sports clubs to facilitate their entrance into esports tournament competition. Team services provided to a customer may include player recruitment, administration of player contracts, processing of tournament admission, providing logistical arrangements, as well as providing ongoing support to the team during the event. Team services are earned on a fixed fee basis per tournament.

Esports event management and team services revenues are recognized over the term of the event or the relevant contractual term for services as this method best depicts the transfer of control to the customer. The Company recognizes revenue for event management services based on the number of days completed for the event relative to the total days of the event. Revenue from team management services is recognized from inception of the contract through the end of the tournament using the number of days completed relative to the total number of days in the contract term. Revenue collected in advance of the event management or team services is recorded as deferred revenue on the consolidated balance sheets. The Company may also enter into profit sharing arrangements which are determined based on the net revenue earned by the customer for an event in addition to a fixed fee. Revenue recognition for profit sharing arrangements is recognized at the time the revenue from the event is determined, which is generally at the conclusion of the event. An event or team services contact may further require the Company to distribute payments to event or tournament attendees resulting in the recognition of a processing fee by the Company. The Company does not recognize revenue from the processing of payments until the conclusion of the event or tournament.

The Company evaluates the service being provided under an esports event and team services contract to determine whether it should recognize revenue on a gross basis as the principal provider of the service, or on a net basis in a manner similar to that of an agent. The Company has determined that for esports event and team services contracts that allow for the assignment of individual tasks to a third-party contractor, the Company acts as the principal provider of the service being offered to the customer as it remains primarily responsible for fulfilling the contractual promise to the customer. In profit sharing arrangements, such as events that allow for the Company to share in the revenue earned by a customer for an event, the Company has determined it acts in the role of an agent to the customer as the event creator. The Company has also determined it acts as an agent when it collects a processing fee for performing the service of distributing prize money on behalf of its customers to event or tournament winners.

Contract Liabilities

Liabilities to customers include both player liabilities, consisting of a free spin bonus and a deposit match bonus, and the player reward liabilities. The free spin bonus provides the user the opportunity to a free play, or otherwise spin, on an iGaming casino slot machine without withdrawing a bet amount from the player’s account. The deposit match bonus matches a player’s deposit up to a certain specified percentage or amount. These bonuses represent consideration payable to a customer and therefore are treated as a reduction of the transaction price in determining NGR. The Company also offers non-discretionary loyalty rewards points to customers that can be redeemed for free play or cash. The Company allocates revenue from wagers to loyalty points rewards earned by users, thereby deferring a portion of revenue from users that participate in a loyalty reward program. The amount of revenue deferred related to loyalty points available to users is based on the estimated fair value of the loyalty point incentive available to the user.

The Company also records payments received in advance of performance under an esports gaming services contract or event management or team services contract as deferred revenue.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new standard eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this standard as of July 1, 2021. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (ASC 350). The standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (the Step 2 test) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. The guidance is effective for the fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company adopted this standard for its interim impairment test performed at March 31, 2022. See Note 7 for additional information regarding the results of the impairment test performed on its goodwill and intangible assets.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The standard clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. The guidance is effective for the fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its unaudited condensed consolidated financial statements.

In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. For public business entities, it is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years using the fully retrospective or modified retrospective method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of this standard on its unaudited condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments included in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Although the new standard, known as the current expected credit loss (“CECL”) model, has a greater impact on financial institutions, most other organizations with financial instruments or other assets (trade receivables, contract assets, lease receivables, financial guarantees, loans and loan commitments, and held-to-maturity (HTM) debt securities) are subject to the CECL model and will need to use forward-looking information to better evaluate their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 was originally effective for public companies for fiscal years beginning after December 15, 2019. In November of 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for smaller reporting companies. The Company is currently evaluating the impact that the adoption of this guidance will have on its unaudited condensed consolidated financial statements.

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Weighted Average Diluted Common Shares Outstanding

The following securities were excluded from weighted average diluted common shares outstanding for the three and nine months ended March 31, 2022 and 2021 because their inclusion would have been antidilutive:

	As of March 31,
	2022		2021
Common stock options		1,359,401		481,676
Common stock warrants		20,350,558		1,415,991
Common stock issuable upon conversion of senior convertible note		16,031,513		—
10% Series A cumulative redeemable convertible preferred stock		835,950		—
Total		38,577,422		1,897,667

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Business Acquisitions (Tables)

9 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Preliminary Purchase Price Allocation of Acquisition

The preliminary estimate of the purchase consideration, pending the completion of a final valuation to calculate the fair value of the contingent cash consideration, is as follows:

Cash paid at closing	$	15,346,019
Second Payment		4,721,852
Total cash consideration paid for Bethard		20,067,871
Contingent cash consideration		6,700,000
Total preliminary purchase price consideration	$	26,767,871

The preliminary purchase price and purchase price allocation pending a final valuation of assets acquired and liabilities assumed is as follows:

Receivables reserved for users	$	398,184
Intangible assets		17,300,000
Goodwill		11,924,685
Other non-current assets		1,180,463
Accrued liabilities		(5,634	)
Player liability		(396,827	)
Deferred income taxes		(3,633,000	)
Total	$	26,767,871

Schedule of Fair Value of Acquired Intangible Assets

The acquired intangible assets, useful lives and a preliminary estimate of fair value at the acquisition date follows:

	Useful Life (years)		Fair Value
Tradename		10	$	3,700,000
Player interface		5		1,200,000
Gaming licenses		2		700,000
Player relationships		5		11,700,000
Total			$	17,300,000

Schedule of Unaudited Pro Forma Operating Results

	Three months ended March 31, 2021			Nine months ended March 31, 2021
Net revenue	$	16,529,720		$	46,328,019
Net loss	$	15,438,412		$	30,699,925
Net loss per common share, basic and diluted	$	(0.80	)	$	(1.78	)

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Other Receivables (Tables)

9 Months Ended

Mar. 31, 2022

Receivables [Abstract]

Schedule of Other Receivables

The components of other receivables are as follows:

	March 31, 2022		June 30, 2021
Marketing receivables from revenue partners	$	136,620	$	233,725
Receivable from revenue sharing arrangement		130,865		137,461
Indirect taxes		709,045		135,676
Other		362,967		151,883
Other receivables	$	1,339,497	$	658,745

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Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Mar. 31, 2022

Prepaid Expenses And Other Current Assets

Schedule of Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets are as follows:

	March 31, 2022		June 30, 2021
Prepaid marketing costs	$	867,775	$	1,727,669
Prepaid insurance		265,164		175,620
Other		594,628		1,361,055
Prepaid expenses and other current assets	$	1,727,567	$	3,264,344

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Equipment (Tables)

9 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Equipment

The components of equipment are as follows:

	March 31, 2022			June 30, 2021
Computer equipment	$	156,728		$	258,049
Furniture and equipment		98,207			249,070
Leasehold improvements		-			221,787
Finance lease asset		-			117,979
Equipment, at cost		254,935			846,885
Accumulated depreciation and finance lease amortization		(118,323	)		(119,943	)
Equipment, net	$	136,612		$	726,942

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

A summary of the changes in the balance of goodwill is as follows:

	Nine months ended March 31, 2022
Goodwill, balance at beginning of year	$	40,937,370
Acquisition of Bethard		11,924,685
Impairment charges		(23,119,755	)
Foreign currency translation – Fiscal 2022		(1,623,333	)
Goodwill, balance at end of period	$	28,118,967

Schedule of Intangible Assets

The intangible amounts comprising the intangible asset balance are as follows:

	March 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename	$	7,749,287	$	(710,536	)	$	7,038,751
Developed technology and software		12,366,595		(2,192,419	)		10,174,176
Gaming licenses		2,312,335		(1,411,248	)		901,087
Player relationships		23,913,613		(4,698,603	)		19,215,010
Internal-use software		536,182		(29,931	)		506,251
Total	$	46,878,012	$	(9,042,737	)	$	37,835,275
		June 30, 2021
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename	$	7,396,804	$	(257,018	)	$	7,139,786
Developed technology and software		25,231,659		(1,242,605	)		23,989,054
Gaming licenses		1,752,612		(573,876	)		1,178,736
Player relationships		13,956,083		(1,253,135	)		12,702,948
Internal-use software		777,171		(15,140	)		762,031
Total	$	49,114,329	$	(3,341,774	)	$	45,772,555

Schedule of Future Amortization of Intangible Assets

The estimated future amortization related to definite-lived intangible assets, including amortization related to the preliminary allocation of fair value to the intangible assets of Bethard, are as follows:

Remainder of fiscal 2022	$	2,361,809
Fiscal 2023		8,904,614
Fiscal 2024		8,292,569
Fiscal 2025		8,292,569
Fiscal 2026		6,208,811
Thereafter		3,774,903
Total	$	37,835,275

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Other Non-Current Assets (Tables)

9 Months Ended

Mar. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Non-Current Assets

The components of other non-current assets are as follows:

	March 31, 2022		June 30, 2021
iGaming regulatory deposits	$	1,827,374	$	755,474
iGaming deposit with service providers		298,255		434,738
Rent deposit		86,875		91,253
Other		5,156		33,544
Other non-current assets	$	2,217,660	$	1,315,009

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Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Account Payable and Accrued Expenses

The components of accounts payable and accrued expenses are as follows:

	March 31, 2022		June 30, 2021
Trade accounts payable	$	4,934,004	$	2,609,212
Accrued marketing		2,541,785		1,582,470
Accrued payroll and benefits		1,006,365		1,093,263
Accrued gaming liabilities		1,253,626		758,536
Accrued professional fees		413,173		704,748
Accrued jackpot liabilities		306,782		432,504
Accrued other liabilities		2,517,285		988,082
Accrued legal settlement (Note 13)		-		289,874
Total	$	12,973,020	$	8,458,689

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Leases (Tables)

9 Months Ended

Mar. 31, 2022

Leases

Schedule of Assets and Liabilities Related to Operating Leases

	Condensed Consolidated Balance Sheet Caption	March 31, 2022		June 30, 2021
Assets:
Operating lease assets	Operating lease right-of-use assets	$	221,332	$	1,272,920
Finance lease assets	Equipment, net		-		114,540
Total lease assets		$	221,332	$	1,387,460
Liabilities:
Current:
Operating lease liabilities	Operating lease liability - current	$	585,786	$	414,215
Finance lease liabilities	Current portion of notes payable and other long-term debt		94,148		50,702
Long-term:
Operating lease liabilities	Operating lease liability - non-current		1,120,225		878,809
Finance lease liabilities	Notes payable and other long-term debt		85,052		63,161
Total lease liabilities		$	1,885,211	$	1,406,887

Schedule of Weighted Average Remaining Lease Terms and Discount Rates

Weighted average remaining lease terms and discount rates follow:

	March 31, 2022			June 30, 2021
Weighted Average Remaining Lease Term (Years):
Operating leases		3.99			4.11
Finance leases		2.20			2.50
Weighted Average Discount Rate:
Operating leases		7.99	%		6.82	%
Finance leases		8.00	%		8.00	%

Schedule of Maturity of Operating Lease Liability

The future minimum lease payments at March 31, 2022 follows:

	Operating Lease			Finance Lease
Remainder of fiscal 2022	$	171,397		$	26,043
Fiscal 2023		553,728			90,806
Fiscal 2024		569,642			65,454
Fiscal 2025		385,422			13,368
Fiscal 2026		227,802			-
Thereafter		57,368			-
Total lease payments		1,965,359			195,671
Less: imputed interest		(259,348	)		(16,471	)
Present value of lease liabilities	$	1,706,011		$	179,200

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Long-Term Debt (Tables)

9 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

The components of notes payable and other long-term debt are as follows:

	March 31, 2022			June 30, 2021
Notes payable	$	191,610		$	330,654
Finance lease obligation (Note 11)		179,200			113,863
		370,810			444,517
Less current portion of notes payable and long-term debt		(258,385	)		(223,217	)
Notes payable and other long-term debt	$	112,425		$	221,300

Schedule of Maturities of Long-term Debt

The maturities of long-term debt are as follows:

Fiscal 2022	$	258,385
Fiscal 2023		128,896
Total before unamortized discount		387,281
Less: unamortized discount and issuance costs		16,471
Total	$	370,810

Schedule Components of Long-term Debt

The components of our long-term debt including the Senior Convertible Note on the unaudited condensed consolidated balance sheet at March 31, 2022 follows:

Current portion of notes payable and long-term debt	$	35,258,385
Notes payable and long-term debt (non-current)		112,425
Total	$	35,370,810

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Revenue and Geographic Information (Tables)

9 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated by Revenue

A disaggregation of revenue by type of service for the three and nine months ended March 31, 2022 and 2021 is as follows:

	Three months ended March 31,				Nine months ended March 31,
	2022		2021		2022		2021
Online betting and casino revenues	$	14,590,447	$	5,225,053	$	41,692,731	$	7,650,840
Esports and other revenues		1,109,140		173,655		4,946,194		332,453
Total	$	15,699,587	$	5,398,708	$	46,638,925	$	7,983,293

Schedule of Revenues with Customers Disaggregated by Geographical Area

A summary of revenue by geography for the three and nine months ended March 31, 2022 and 2021 is as follows:

	Three months ended March 31,				Nine months ended March 31,
	2022		2021		2022		2021
United States	$	1,046,639	$	124,059	$	4,255,482	$	280,974
International		14,652,948		5,274,649		42,383,443		7,702,319
Total	$	15,699,587	$	5,398,708	$	46,638,925	$	7,983,293

Schedule of Long-Lived Assets by Geography

A summary of long-lived assets by geography is as follows:

	March 31, 2022		June 30, 2021
United States	$	8,591,077	$	48,081,926
International		59,938,769		41,942,870
Total	$	68,529,846	$	90,024,796

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Equity (Tables)

9 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Warrant Activity

A summary of the warrant activity follows:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Intrinsic Value
Outstanding, July 1, 2020		5,264,592		$	4.28		0.86	$	14,654,296
Issued		5,603,674			14.38
Exercised		(5,503,167	)		4.88
Exchanged		—			—
Forfeited or cancelled		(14,541	)		4.25
Outstanding, June 30, 2021		5,350,558			14.19		3.14		8,743,588
Issued		—			—
Exercised		—			—
Forfeited or cancelled		—			—
Outstanding, September 30, 2021		5,350,558			14.19		2.89		3,138,768
Issued		—			—
Exercised		—			—
Forfeited or cancelled		—			—
Outstanding, December 31, 2021		5,350,558			14.19		2.64		—
Issued		15,000,000			1.00
Exercised		—			—
Forfeited or cancelled		—			—
Outstanding, March 31, 2022		20,350,558		$	4.47		4.26	$	—

Schedule of Stock Option Activity

A summary of the Company’s stock option activity is as follows:

	Number of Options			Weighted Average Exercise Price
Outstanding, June 30, 2021		474,676		$	5.49
Granted		—			—
Exercised		(8,500	)		—
Cancelled		—			—
Outstanding, September 30, 2021		466,176			5.41
Granted		1,120,150			6.71
Exercised		(5,500	)		4.82
Cancelled		(50,675	)		9.11
Outstanding, December 31, 2021		1,530,151			6.27
Granted		—			—
Exercised		—			—
Cancelled		(170,750	)		6.19
Outstanding, March 31, 2022		1,359,401		$	6.28

Schedule of Weighted Average Assumptions Valued Using Black-Scholes Option Pricing Model

	Nine months ended March 31, 2022
Expected term, in years		2.81
Expected volatility		150.82	%
Risk-free interest rate		0.45	%
Dividend yield		—
Grant date fair value	$	5.33

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Fair Value Measurements (Tables)

9 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Financial Instruments

The following financial instruments were measured at fair value on a recurring basis:

	March 31, 2022
	Total		Level 1		Level 2		Level 3
Contingent consideration (Note 3)	$	3,732,976	$	—	$	—	$	3,732,976
Liability for the March 2022 Warrants (Note 12)	$	4,050,000	$	4,050,000	$	—	$	—
Liability for the Series A and Series B Warrants (Note 12)	$	361,580	$	—	$	—	$	361,580
Derivative liability on Senior Convertible Note (Note 12)	$	20,573,051	$	—	$	—	$	20,573,051

	June 30, 2021
	Total		Level 1		Level 2		Level 3
Liability for the Series A and Series B Warrants (Note 12)	$	23,500,000	$	—	$	—	$	23,500,000

Summary of the Changes in Level 3 Financial Instruments

A summary of the changes in Level 3 financial instruments for the three and nine months ended March 31, 2022 is as follows:

	Warrant Liability			Contingent Consideration			Derivative liability on Senior Convertible Note
Balance at June 30, 2021	$	23,500,000		$	—		$	—
Fair value of contingent consideration for Bethard at acquisition (Note 3)		—			6,700,000			—
Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12)		(11,808,600	)		—			—
Balance at September 30, 2021		11,691,400			6,700,000			—
Payments of Bethard contingent consideration		—			(850,520	)		—
Change in fair value of Bethard contingent consideration liability (Note 3)		—			(1,851,446	)		—
Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12)		(8,651,922	)		—			—
Balance at December 31, 2021		3,039,478			3,998,034			—
Payments of Bethard contingent consideration		—			(165,811	)		—
Change in fair value of Bethard contingent consideration liability (Note 3)		—			(99,247	)		—
Change in fair value of Series A and Series B Warrants issued with Senior Convertible Note (Note 12)		(2,677,898	)		—			—
Change in the fair value of the derivative liability on Senior Convertible Note (Note 12)		—			—			20,573,051
Balance at March 31, 2022	$	361,580		$	3,732,976		$	20,573,051

Schedule of Warrants Outstanding

The Series A and Series B Warrants outstanding at March 31, 2022 were valued using a Monte Carlo valuation model with the following assumptions:

	March 31, 2022			June 30, 2021
Contractual term, in years		2.00 – 4.00			2.00 – 4.00
Expected volatility		123% – 141	%		120% – 140	%
Risk-free interest rate		1.74% – 2.45	%		0.24% – 0.65	%
Dividend yield		—			—
Conversion / exercise price	$	17.50		$	17.50

The value of the March 2022 Warrants issuance at March 2, 2022 were valued using a Monte Carlo valuation model with the following assumptions:

	March 2, 2022
Contractual term, in years		5.00
Expected volatility		139	%
Risk-free interest rate		1.74	%
Dividend yield		—
Conversion / exercise price	$	1.00

On issuance, the March 2022 Warrants were classified as a Level 3 instrument and were subsequently transferred out of Level 3 and classified as a Level 1, as subsequent valuations were based upon the market price of the warrants. At March 31, 2022 the March 2022 Warrants were valued using the market price.

The value of the derivative liability on Senior Convertible Note at March 31, 2022 were valued using a Nonperformance risk adjusted Monte Carlo valuation model with the following assumptions:

	March 31, 2022
Contractual term, in years		1.17
Expected volatility		133.5	%
Asset volatility		80.68	%
Risk-free interest rate		1.73	%
Dividend yield		—
Conversion / exercise price	$	2.1832

Schedule of Balance Sheet Derivative Instruments

The following is information relative to the Company’s derivative instruments in the condensed consolidated balance sheet as of March 31, 2022:

Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	March 31, 2022		June 30, 2021
Derivative liability on Senior Convertible Note (Note 12)	Derivative liability	$	20,573,051	$	-

Schedule of Statement of Operation Derivative Instruments

The effect of the derivative instruments on the unaudited condensed consolidated statements of operations is as follows:

		Amount of Gain (Loss) Recognized in Income on Derivatives
		Three months ended March 31,					Nine months ended March 31,
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivatives	2022			2021		2022			2021
Derivative liability on Senior Convertible Note (Note 12)	Change in fair value of derivative liability on Senior Convertible Note	$	(20,573,051	)	$	-	$	(22,055,672	)	$	-

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Income Taxes (Tables)

9 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Taxes

The Company’s provision for income taxes for the three and nine months ended March 31, 2022 and 2021 is as follows:

	Three months ended					Nine months ended
	March 31					March 31
		2022			2021		2022		2021
Income tax benefit (expense)	$	(431	)	$	—	$	5,503,430	$	—

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Schedule of Weighted Average Diluted Common Shares Outstanding (Details) - shares	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	38,577,422	1,897,667
Common Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,359,401	481,676
Common Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	20,350,558	1,415,991
Senior Convertible Note [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	16,031,513
10% Series A Cumulative Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	835,950

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)				3 Months Ended		9 Months Ended
	May 20, 2022	May 20, 2022	Mar. 02, 2022	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Feb. 28, 2022	Jun. 30, 2021	Jun. 30, 2020
Property, Plant and Equipment [Line Items]
Long-Term Debt, Gross				$ 35,370,810		$ 35,370,810
Derivative Liability, Current				20,573,051		$ 20,573,051
Derivative cash liability				$ 80,000,000
Sale of Stock, Number of Shares Issued in Transaction						15,000,000
Share Price				$ 2.1832		$ 2.1832
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 1.00	$ 1.00		$ 1.00
Cash and Cash Equivalents, at Carrying Value				$ 9,404,637	$ 16,880,683	$ 9,404,637	$ 16,880,683		$ 19,917,196	$ 12,353,307
Other Liabilities, Current				59,195,096		59,195,096
Cash	$ 5,592,250	$ 5,592,250
Goodwill, Impairment Loss						23,119,755
Impairment of Intangible Assets, Finite-Lived				0		0
Asset Impairment Charges				38,629,310		38,629,310
Helix Holdings LLC [Member]
Property, Plant and Equipment [Line Items]
Impairment of Intangible Assets, Finite-Lived						13,484,122
Asset Impairment Charges						608,626
Operating Lease, Impairment Loss						$ 1,416,807
Player Relationships and Developed Technology and Software [Member]
Property, Plant and Equipment [Line Items]
Intangible assets estimated life						5 years
Tradename [Member]
Property, Plant and Equipment [Line Items]
Intangible assets estimated life						10 years
Gaming Licenses [Member]
Property, Plant and Equipment [Line Items]
Intangible assets estimated life						2 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
FDIC insured amount				$ 250,000		$ 250,000
March 2022 Offering [Member]
Property, Plant and Equipment [Line Items]
Sale of Stock, Number of Shares Issued in Transaction			15,000,000
Share Price			$ 1.00
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				15,000,000		15,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 1.00		$ 1.00
Proceeds from Issuance or Sale of Equity			$ 13,605,000
March 2022 Warrants [Member]
Property, Plant and Equipment [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			15,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 1.00
ATM Offering [Member]
Property, Plant and Equipment [Line Items]
Proceeds from Issuance or Sale of Equity						$ 4,005,267
ATM Offering [Member] | Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	1,165,813
Proceeds from Issuance or Sale of Equity	$ 4,005,267
Sale of Stock, Consideration Received on Transaction	15,994,733	$ 15,994,733
ATM Offering [Member] | Maximum [Member] | Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Proceeds from Issuance or Sale of Equity	$ 20,000,000
Exchange Agreement [Member] | New Note [Member]
Property, Plant and Equipment [Line Items]
Long-Term Debt, Gross				$ 35,000,000		$ 35,000,000		$ 29,150,001

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Schedule of Preliminary Purchase Price Allocation of Acquisition (Details)				9 Months Ended
	Jul. 13, 2021 USD ($)	Jul. 13, 2021 EUR (€)	Jul. 13, 2021 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)
Business Acquisition [Line Items]
Goodwill				$ 28,118,967	$ 40,937,370
Bethard Group Limited [Member]
Business Acquisition [Line Items]
Total cash consideration paid			$ 20,067,871
Contingent cash consideration	$ 6,700,000		6,700,000	$ 1,016,331
Total preliminary purchase price consideratio	8,971,519	€ 7,600,000	26,767,871
Receivables reserved for users	398,184		398,184
Intangible assets	17,300,000		17,300,000
Goodwill	11,924,685		11,924,685
Other non-current assets	1,180,463		1,180,463
Accrued liabilities	(5,634)		(5,634)
Player liability	(396,827)		(396,827)
Deferred income taxes	(3,633,000)		(3,633,000)
Total	26,767,871		26,767,871
Initial Payment [Member] | Bethard Group Limited [Member]
Business Acquisition [Line Items]
Total cash consideration paid	15,346,019	13,000,000	15,346,019
Second Payment [Member] | Bethard Group Limited [Member]
Business Acquisition [Line Items]
Total cash consideration paid	$ 4,721,852	€ 4,000,000	$ 4,721,852

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Schedule of Fair Value of Acquired Intangible Assets (Details) - Bethard Group Limited [Member]	Jul. 13, 2021 USD ($)
Business Acquisition [Line Items]
Fair value of acquired Intangible assets	$ 17,300,000
Trade Names [Member]
Business Acquisition [Line Items]
Acquired intangible assets, useful lives (years)	10 years
Fair value of acquired Intangible assets	$ 3,700,000
Player Interface [Member]
Business Acquisition [Line Items]
Acquired intangible assets, useful lives (years)	5 years
Fair value of acquired Intangible assets	$ 1,200,000
Gaming Licenses [Member]
Business Acquisition [Line Items]
Acquired intangible assets, useful lives (years)	2 years
Fair value of acquired Intangible assets	$ 700,000
Player Relationships [Member]
Business Acquisition [Line Items]
Acquired intangible assets, useful lives (years)	5 years
Fair value of acquired Intangible assets	$ 11,700,000

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Schedule of Unaudited Pro Forma Operating Results (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2021	Mar. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Net revenue	$ 16,529,720	$ 46,328,019
Net loss	$ 15,438,412	$ 30,699,925
Net loss per common share, basic and diluted	$ (0.80)	$ (1.78)

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Business Acquisitions (Details Narrative)				3 Months Ended		9 Months Ended
	Jul. 13, 2021 USD ($)	Jul. 13, 2021 EUR (€)	Jul. 13, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 EUR (€)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)
Business Acquisition [Line Items]
Regulatory deposit						$ 20,067,871
Business Combination, Contingent Consideration, Liability				$ 3,732,976		3,732,976			$ 3,998,034	$ 6,700,000
Changes in fair value contingent consideration				99,247	$ (1,305,804)	1,950,693		$ (1,305,804)
Bethard Group Limited [Member]
Business Acquisition [Line Items]
Cash purchase			$ 20,067,871
Regulatory deposit	$ 1,180,463	€ 1,000,000
Purchase consideration	$ 8,971,519	€ 7,600,000	26,767,871
Business Combination, Contingent Consideration Arrangements, Description	The preliminary estimated contingent cash consideration assumes a cash payment equal to 15% of net gaming revenue for Bethard Business through the Additional Payment Due Date as set forth through the Second Payment Due Date estimated to be approximately four months at acquisition, then reverting to 12% thereafter for the remainder of a two-year period following the acquisition date	The preliminary estimated contingent cash consideration assumes a cash payment equal to 15% of net gaming revenue for Bethard Business through the Additional Payment Due Date as set forth through the Second Payment Due Date estimated to be approximately four months at acquisition, then reverting to 12% thereafter for the remainder of a two-year period following the acquisition date
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset	$ 6,700,000		6,700,000			1,016,331
Business Combination, Contingent Consideration, Liability				3,732,976		3,732,976
Changes in fair value contingent consideration				$ 99,247		1,950,693
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable						498,417	€ 422,222
Business transactions, net expenses						1,005,595
Business combination, acquisition related costs						$ 255,481
Bethard Group Limited [Member] | Initial Payment [Member]
Business Acquisition [Line Items]
Cash purchase	15,346,019	€ 13,000,000	15,346,019
Bethard Group Limited [Member] | Second Payment [Member]
Business Acquisition [Line Items]
Cash purchase	$ 4,721,852	€ 4,000,000	$ 4,721,852

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Schedule of Other Receivables (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Receivables [Abstract]
Marketing receivables from revenue partners	$ 136,620	$ 233,725
Receivable from revenue sharing arrangement	130,865	137,461
Indirect taxes	709,045	135,676
Other	362,967	151,883
Other receivables	$ 1,339,497	$ 658,745

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Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Prepaid Expenses And Other Current Assets
Prepaid marketing costs	$ 867,775	$ 1,727,669
Prepaid insurance	265,164	175,620
Other	594,628	1,361,055
Prepaid expenses and other current assets	$ 1,727,567	$ 3,264,344

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Schedule of Equipment (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Property, Plant and Equipment [Line Items]
Equipment, at cost	$ 254,935	$ 846,885
Accumulated depreciation and finance lease amortization	(118,323)	(119,943)
Equipment, net	136,612	726,942
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Equipment, at cost	156,728	258,049
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Equipment, at cost	98,207	249,070
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Equipment, at cost		221,787
Finance Lease Asset [Member]
Property, Plant and Equipment [Line Items]
Equipment, at cost		$ 117,979

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Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Depreciation, Depletion and Amortization, Nonproduction	$ 50,244	$ 26,242	$ 109,852	$ 51,582
Asset Impairment Charges	$ 38,629,310		38,629,310
Helix Holdings LLC [Member]
Asset Impairment Charges			$ 608,626

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Schedule of Goodwill (Details)	9 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, balance at beginning of year	$ 40,937,370
Acquisition of Bethard	11,924,685
Impairment charges	(23,119,755)
Foreign currency translation – Fiscal 2022	(1,623,333)
Goodwill, balance at end of period	$ 28,118,967

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Schedule of Intangible Assets (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 46,878,012	$ 49,114,329
Accumulated Amortization	(9,042,737)	(3,341,774)
Net Carrying Amount	37,835,275	45,772,555
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,749,287	7,396,804
Accumulated Amortization	(710,536)	(257,018)
Net Carrying Amount	7,038,751	7,139,786
Developed Technology and Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	12,366,595	25,231,659
Accumulated Amortization	(2,192,419)	(1,242,605)
Net Carrying Amount	10,174,176	23,989,054
Gaming Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,312,335	1,752,612
Accumulated Amortization	(1,411,248)	(573,876)
Net Carrying Amount	901,087	1,178,736
Player Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	23,913,613	13,956,083
Accumulated Amortization	(4,698,603)	(1,253,135)
Net Carrying Amount	19,215,010	12,702,948
Internal-use Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	536,182	777,171
Accumulated Amortization	(29,931)	(15,140)
Net Carrying Amount	$ 506,251	$ 762,031

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Schedule of Future Amortization of Intangible Assets (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of fiscal 2022	$ 2,361,809
Fiscal 2023	8,904,614
Fiscal 2024	8,292,569
Fiscal 2025	8,292,569
Fiscal 2026	6,208,811
Thereafter	3,774,903
Total	$ 37,835,275	$ 45,772,555

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Goodwill and Intangible Assets (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Goodwill [Line Items]
Asset Impairment Charges	$ 38,629,310		$ 38,629,310
Intangible assets impairment		13,484,122
Asset impairment charges	23,119,755
Goodwill and intagiable asset impairment charges	36,603,877		36,603,877
Impairment of Intangible Assets, Finite-Lived	0		0
Amortization of Intangible Assets	3,074,979	852,969	$ 9,445,332	$ 1,540,905
Interest Expense [Member]
Goodwill [Line Items]
Intangible assets impairment	$ 13,484,122
E G L [Member]
Goodwill [Line Items]
Asset Impairment Charges		2,561,231
Intangible assets impairment		98,543
G G C [Member]
Goodwill [Line Items]
Asset Impairment Charges		$ 10,824,348

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Schedule of Other Non-Current Assets (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
iGaming regulatory deposits	$ 1,827,374	$ 755,474
iGaming deposit with service providers	298,255	434,738
Rent deposit	86,875	91,253
Other	5,156	33,544
Other non-current assets	$ 2,217,660	$ 1,315,009

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Schedule of Account Payable and Accrued Expenses (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Payables and Accruals [Abstract]
Trade accounts payable	$ 4,934,004	$ 2,609,212
Accrued marketing	2,541,785	1,582,470
Accrued payroll and benefits	1,006,365	1,093,263
Accrued gaming liabilities	1,253,626	758,536
Accrued professional fees	413,173	704,748
Accrued jackpot liabilities	306,782	432,504
Accrued other liabilities	2,517,285	988,082
Accrued legal settlement (Note 13)		289,874
Total	$ 12,973,020	$ 8,458,689

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Related Party Transactions (Details Narrative)		3 Months Ended			9 Months Ended		20 Months Ended	22 Months Ended
	Apr. 03, 2022 shares	Mar. 31, 2022 USD ($)	Mar. 31, 2022 NZD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 GBP (£)
Monthly payments		$ 25,652	$ 36,995
Debt Instrument, Fee Amount		500			$ 500		$ 500
Stock Issued During Period, Shares, New Issues | shares	200,000
Employment Agreement [Member]
Monthly employee payroll | £								£ 18,000
Consultant Agreements [Member]
Monthly consultancy payments		23,650			23,650		23,650
Contact Advisory Services Ltd. [Member]
Amounts payable to related parties		0		$ 0	0	$ 0	0
General and Administrative Expense [Member]
Related party charges		1,857		22,770	22,139	91,247
Chief Executive Officer [Member]
Charges incurred		1,200		1,200	3,600	3,600
Amounts payable to related parties		$ 0		$ 0	$ 0	$ 0	0
Chief Financial Officer [Member] | Employment Agreement [Member]
Monthly employee payroll							$ 500

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Schedule of Assets and Liabilities Related to Operating Leases (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Leases
Operating lease assets	$ 221,332	$ 1,272,920
Finance lease assets		114,540
Total lease assets	221,332	1,387,460
Operating lease liabilities, current	585,786	414,215
Finance lease liabilities, current	94,148	50,702
Operating lease liabilities, noncurrent	1,120,225	878,809
Finance lease liabilities, noncurrent	85,052	63,161
Total lease liabilities	$ 1,885,211	$ 1,406,887

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Schedule of Weighted Average Remaining Lease Terms and Discount Rates (Details)	Mar. 31, 2022	Jun. 30, 2021
Leases
Operating leases: Weighted average remaining useful life (years)	3 years 11 months 26 days	4 years 1 month 9 days
Finance leases: Weighted average remaining useful life (years)	2 years 2 months 12 days	2 years 6 months
Operating leases: Weighted average discount rate	7.99%	6.82%
Finance leases: Weighted average discount rate	8.00%	8.00%

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Schedule of Maturity of Operating Lease Liability (Details)	Mar. 31, 2022 USD ($)
Leases
Operating Lease Fiscal 2022	$ 171,397
Finance Lease Fiscal 2022	26,043
Operating Lease Fiscal 2023	553,728
Finance Lease Fiscal 2023	90,806
Operating Lease Fiscal 2024	569,642
Finance Lease Fiscal 2024	65,454
Operating Lease Fiscal 2025	385,422
Finance Lease Fiscal 2025	13,368
Operating Lease Fiscal 2026	227,802
Finance Lease Fiscal 2026
Operating Lease Thereafter	57,368
Finance Lease Thereafter
Operating Lease: Total lease payments	1,965,359
Finance Lease: Total lease payments	195,671
Operating Lease Less: imputed interest	(259,348)
Finance Lease Less: imputed interest	(16,471)
Operating Lease: Present value of lease liabilities	1,706,011
Finance Lease: Present value of lease liabilities	$ 179,200

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Leases (Details Narrative)	1 Months Ended				3 Months Ended		9 Months Ended
	Mar. 31, 2022 USD ($)	Oct. 31, 2021 EUR (€)	Jul. 31, 2021 EUR (€)	Jun. 30, 2020 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)
Operating lease expense	$ 40,103			$ 50,702	$ 162,733		$ 458,949
Increase in annual lease percentage	8.00%			8.00%	8.00%		8.00%
Lessor, Operating Lease, Renewal Term	2 years 6 months			2 years 6 months	2 years 6 months		2 years 6 months
Asset impairment charges					$ 38,629,310		$ 38,629,310
Finance lease expense					$ 12,917		36,100
Helix Holdings LLC [Member]
Operating impairment loss							1,416,807
Asset impairment charges							$ 175,858
MALTA
Operating lease expense | €			€ 83,000
Increase in annual lease percentage			4.00%
Lease description			the Company commenced lease for office space of approximately 284 square meters in Saint Julians, Malta over a 3-year lease term
University of California [Member]
Operating lease expense | €		€ 17,500
Increase in annual lease percentage		3.00%
Lease description		the Company commenced a lease for building space of approximately 3,200 square feet at the University of California in Los Angeles over a 5-year lease term

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Schedule of Long-term Debt (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Debt Disclosure [Abstract]
Notes payable	$ 191,610	$ 330,654
Finance lease obligation (Note 11)	179,200	113,863
Total debt	370,810	444,517
Less current portion of notes payable and long-term debt	(258,385)	(223,217)
Notes payable and other long-term debt	$ 112,425	$ 221,300

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Schedule of Maturities of Long-term Debt (Details)	Mar. 31, 2022 USD ($)
Extinguishment of Debt [Line Items]
Total before unamortized discount	$ 35,370,810
Long-Term Debt [Member]
Extinguishment of Debt [Line Items]
Fiscal 2022	258,385
Fiscal 2023	128,896
Total before unamortized discount	387,281
Less: unamortized discount and issuance costs	16,471
Total	$ 370,810

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Schedule Components of Long-term Debt (Details)	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
Current portion of notes payable and long-term debt	$ 35,258,385
Notes payable and long-term debt (non-current)	112,425
Total before unamortized discount	$ 35,370,810

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Long-Term Debt (Details Narrative)						3 Months Ended				9 Months Ended
	Apr. 03, 2022 shares	Mar. 02, 2022 USD ($) $ / shares shares	Feb. 22, 2022 USD ($)	Jun. 02, 2021 USD ($) $ / shares shares	Apr. 30, 2020	Mar. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Oct. 13, 2021 USD ($) shares	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Mar. 31, 2022 GBP (£) shares	Jun. 30, 2021 USD ($) $ / shares shares	Jul. 31, 2020 USD ($) $ / shares shares	Jul. 31, 2020 GBP (£) shares
Debt Instrument [Line Items]
Notes payable						$ 191,610				$ 191,610			$ 330,654
Interest expense						611,021				5,368,933
Stock Issued During Period, Shares, New Issues | shares	200,000
Fair value of warrants		$ 15,000,000
Carrying value						35,370,810				35,370,810
Debt Conversion, Converted Instrument, Amount										10,652,648
Cash liability						20,573,051				20,573,051
Derivative cash liability						80,000,000
Derivative Liability, Current						$ 20,573,051				$ 20,573,051
Share Price | $ / shares						$ 2.1832				$ 2.1832
Sale of Stock, Number of Shares Issued in Transaction | shares										15,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares		$ 1.00				$ 1.00				$ 1.00
Change in fair market value of warrant liability						$ 8,181,398			(5,358,313)	$ 28,641,920	(4,729,924)
Loss on extinguishment of debt										$ (28,478,804)
March 2022 Offering [Member]
Debt Instrument [Line Items]
Share Price | $ / shares		$ 1.00
Sale of Stock, Number of Shares Issued in Transaction | shares		15,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares						15,000,000				15,000,000		15,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares						$ 1.00				$ 1.00
March 2022 Warrants [Member]
Debt Instrument [Line Items]
Fair value of warrants		$ 9,553,500				$ 4,050,000				$ 4,050,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares		15,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares		$ 1.00
Warrant description		The March 2022 Warrants are callable by the Company should the volume weighted average share price of the Company exceed $3.00 for each of 20 consecutive trading days following the date such warrants become eligible for exercise. The March 2022 Warrants also contain a beneficial ownership limitation of 4.99% which may be increased up to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase.
Change in fair market value of warrant liability						$ 5,503,500				$ 5,503,500
Series A Cumulative Redeemable Convertible Preferred Stock [Member]
Debt Instrument [Line Items]
Debt instrument interest rate stated percentage						10.00%				10.00%		10.00%
New Note Agreement [Member]
Debt Instrument [Line Items]
Conversion floor price | $ / shares						$ 2.1832				$ 2.1832
New Note Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Stock Issued During Period, Shares, New Issues | shares						16,031,513
Exchange Agreement [Member] | Old Senior Convertible Note [Member]
Debt Instrument [Line Items]
Carrying value			$ 29,150,001
Debt principal amount			$ 35,000,000
Loss on extinguishment of senior convertible note							$ 5,849,999			$ 22,628,805
Series A Warrants [Member]
Debt Instrument [Line Items]
Fair value of warrants						$ 309,400				$ 309,400			13,600,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares						2,000,000				2,000,000		2,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares						$ 17.50				$ 17.50
Series B Warrants [Member]
Debt Instrument [Line Items]
Fair value of warrants						$ 52,180				$ 52,180			9,900,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares						2,000,000				2,000,000		2,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares						$ 17.50				$ 17.50
Series A and B Warrants [Member]
Debt Instrument [Line Items]
Fair value of warrants						$ 361,580				$ 361,580
Warrant description										The Series A Warrants and Series B Warrants are callable by the Company should the volume weighted average share price of the Company exceed $32.50 for each of 30 consecutive trading days following the date such warrants become eligible for exercise. The Series A Warrants and Series B Warrants also contain a beneficial ownership limitation of 4.99% which may be increased up to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to the Company of such increase
Change in fair market value of warrant liability						2,677,898				$ 23,138,420
Old Senior Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument, face amount				$ 35,000,000		$ 1,500,000				$ 1,500,000
Proceeds from Convertible Debt				32,515,000
Debt Issuance Costs, Net				$ 2,485,000
Debt interest description										The Old Senior Convertible Note would have matured on
Debt Instrument, Maturity Date				Jun. 02, 2023
Repayments of Debt				$ 37,100,000
Fair value of warrants				$ 26,680,000									$ 23,500,000
Conversion price | $ / shares				$ 17.50
Debt instrument interest rate stated percentage						10.00%				10.00%		10.00%
Old Senior Convertible Note [Member] | Series A Warrants [Member]
Debt Instrument [Line Items]
Stock Issued During Period, Shares, New Issues | shares				2,000,000
Old Senior Convertible Note [Member] | Series B Warrants [Member]
Debt Instrument [Line Items]
Stock Issued During Period, Shares, New Issues | shares				2,000,000
Senior Convertible Note [Member]
Debt Instrument [Line Items]
Debt interest description								In addition, the Company requested and received an amendment to the Senior Convertible Note wherein the permitted ratio of outstanding debt to market capitalization was increased temporarily from 25% to 35% through December 25, 2021		the interest rate on the New Note is 8% per annum. Upon the occurrence of an Event of Default (as defined in the New Note), the interest may accrue interest at the rate of 12.0% per annum. As further described below, the Company was not in compliance with certain debt covenants under the Old Senior Convertible Note and New Note, but received a waiver from compliance through March 30, 2021. The Company is subject to begin accruing interest expense at a rate of
Conversion price | $ / shares						$ 2.1832				$ 2.1832
Interest expense percentage										12.00%
Debt Instrument, Interest Rate, Effective Percentage						100.00%				100.00%		100.00%
Debt redemption price										100.00%
Conversion rate, description										The Holder will not have the right to convert any portion of a New Note, to the extent that, after giving effect to such conversion, the Holder (together with certain related parties) would beneficially own in excess of 4.99% of the shares of our common stock outstanding immediately after giving effect to such conversion. The Holder may from time to time increase this limit to 9.99%, provided that any such increase will not be effective until the 61st day after delivery of a notice to us of such increase. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be increased to 12.0% per annum
Percentage of common stock outstanding shares										19.99%
Debt instrument, redemption, description										The redemption price per share will equal the greatest of (i) 115% of the outstanding principal of the New Note to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, (ii) 115% of the market value of the shares of our common stock underlying the New Note, as determined in accordance with the New Note, and (iii) 115% of the aggregate cash consideration that would have been payable in respect of the shares of our common stock underlying the New Note, as determined in accordance with the New Note
Conversion floor price | $ / shares						$ 2.1832				$ 2.1832
Debt premium payable percentage										15.00%
Debt Conversion, Converted Instrument, Amount								$ 7,500,000
Loss on conversion of debt										$ 5,999,662
Accelerated amortization of debt discount										4,515,273
Debt Instrument, Periodic Payment, Principal										288,300
Incremental premium due on conversion						$ 1,196,089				1,196,089
Loss on extinguishment of debt										22,628,805
Senior Convertible Note [Member] | Note Holder [Member]
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Amount										$ 7,500,000
Debt Conversion, Converted Instrument, Shares Issued | shares										2,514,459
Senior Convertible Note [Member] | Minimum [Member]
Debt Instrument [Line Items]
Stock Issued During Period, Shares, New Issues | shares								200,000
Senior Convertible Note Holder [Member]
Debt Instrument [Line Items]
Conversion price | $ / shares						$ 17.50				$ 17.50
Argyll Entertainment [Member]
Debt Instrument [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares													1,000,000	1,000,000	1,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares													$ 8.00	$ 8.00
Term Loan Facility [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Interest expense										$ 6,448
Term Loan Facility [Member] | Argyll Entertainment [Member]
Debt Instrument [Line Items]
Term loan amount														$ 327,390	£ 250,000
Debt term					3 years
Credit facility interest rate					3.49%
Debt description										The monthly principal and interest payments on the note payable commenced in June 2021 and continue for two years through May 2023
Notes payable						$ 191,610				$ 191,610		£ 145,833
Interest expense						$ 1,791

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Commitments and contingencies (Details Narrative) - USD ($)								1 Months Ended	3 Months Ended			9 Months Ended
	Apr. 03, 2022	Jul. 02, 2021	Jun. 11, 2021	Feb. 03, 2021	Aug. 17, 2020	Aug. 06, 2020	Oct. 01, 2019	Sep. 30, 2018	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Aug. 24, 2021
Issuance of common stock												$ 3,885,109
Sales and marketing expense									$ 7,074,414		$ 2,399,200	21,332,423	$ 4,891,688
Stock issued during period, value issued									2,345,890	$ 1,539,219
Stock issued during the period, shares	200,000
Boustead Securities, LLC [Member] | Placement Agent [Member]
Sale of transaction for stock								$ 192,664
Warrants to purchase common stock								1,417,909
Petitioner Boustead Securities, LLC [Member]
Description of loss contingency actions taken by arabitrator				the arbitration awarded Boustead Securities, LLC $289,874 in damages and allowable costs (excluding attorneys’ fees) with interest accruing approximately $21 per day. The Company paid $294,051 to settle the arbitration award, inclusive of accrued interest, on August 24, 2021
Damages and allowable cost				$ 289,874
Accrued interest for settlement														$ 294,051
One Year Anniversary [Member]
Sales and marketing expense									334,890			1,019,556
Stock issued during period, value issued			$ 1,550,000		$ 1,250,000							$ 1,250,000
Stock issued during the period, shares		50,000			10,000							10,000
Debt instrument, term					10 years
Common Stock [Member]
Issuance of common stock												$ 1,395,000
Stock issued during period, value issued									$ 790	$ 376
Stock issued during the period, shares									790,000	375,813
Sponsorship Agreement [Member]
Cash payments							$ 516,000
Consulting agreement description							October 1, 2019 to June 30, 2022
Sponsorship Agreement [Member] | Common Stock [Member]
Cash payments							$ 230,000
Amended and Restated Sponsorship Agreement [Member]
Cash payments						$ 2,545,000
Issuance of common stock						$ 825,000
Sales and marketing expense									$ 0			$ 424,893
Partnership Agreement [Member]
Capital commitments, shares												100,000
Total capital commitments												$ 100,000,000
Partnership Agreement [Member] | Additional Shares Capital [Member]
Capital commitments, shares												100,000
Total capital commitments												$ 200,000,000
Partnership Agreement [Member] | Game Fund Partners LLC [Member]
Amount of investment									300,000,000			300,000,000
Partnership Agreement [Member] | Initial Invest EEG Shares [Member] | Game Fund Partners LLC [Member]
Amount of investment									2,000,000			$ 2,000,000
Investment percentage												20.00%
Multi-year Agreement [Member]
Contractual Obligation, to be Paid, Year One									1,256,403			$ 1,256,403
Contractual Obligation, to be Paid, Year Two									2,403,891			2,403,891
Contractual Obligation, to be Paid, Year Three									2,015,495			2,015,495
Contractual Obligation, to be Paid, Year Four									1,126,153			1,126,153
Contractual Obligation, to be Paid, Year Five									$ 611,668			$ 611,668

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Schedule of Disaggregated by Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total	$ 15,699,587	$ 5,398,708	$ 46,638,925	$ 7,983,293
Online Betting and Casino Revenues [Member]
Disaggregation of Revenue [Line Items]
Total	14,590,447	5,225,053	41,692,731	7,650,840
Esport and Other Revenues [Member]
Disaggregation of Revenue [Line Items]
Total	$ 1,109,140	$ 173,655	$ 4,946,194	$ 332,453

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Schedule of Revenues with Customers Disaggregated by Geographical Area (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total	$ 15,699,587	$ 5,398,708	$ 46,638,925	$ 7,983,293
UNITED STATES
Disaggregation of Revenue [Line Items]
Total	1,046,639	124,059	4,255,482	280,974
Non-US [Member]
Disaggregation of Revenue [Line Items]
Total	$ 14,652,948	$ 5,274,649	$ 42,383,443	$ 7,702,319

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Schedule of Long-Lived Assets by Geography (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Total	$ 68,529,846	$ 90,024,796
UNITED STATES
Disaggregation of Revenue [Line Items]
Total	8,591,077	48,081,926
Non-US [Member]
Disaggregation of Revenue [Line Items]
Total	$ 59,938,769	$ 41,942,870

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10% Series A Cumulative Redeemable Convertible Preferred Stock (Details Narrative) - USD ($)						3 Months Ended			9 Months Ended
	Apr. 03, 2022	Dec. 10, 2021	Nov. 16, 2021	Nov. 11, 2021	Nov. 10, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2022	Jun. 30, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized						10,000,000			10,000,000	10,000,000
Preferred stock par value						$ 0.001			$ 0.001	$ 0.001
Issuance of common stock under the ATM, net of issuance costs, shares	200,000
Underwriting expense					$ 8,000,000
Number of options exercised							5,500	8,500
Preferred stock, dividend rate, percentage									10.00%
Board of Directors Chairman [Member]
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage									10.00%
10% Series A Cumulative Redeemable Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized					1,725,000
Preferred stock par value					$ 0.001
Preferred stock liquidation preference					$ 11.00
Proceeds from sale of shares, net of Issuance costs		$ 334,335
Number of options exercised		35,950
Conversion price						$ 17.50			$ 17.50
Conversion description									Subject to earlier conversion or redemption, the 10% Series A Cumulative Redeemable Convertible Preferred Stock matures five years from issuance, or November 15, 2026, at which point the Company must redeem the shares of 10% Series A Cumulative Redeemable Convertible Preferred Stock in cash
10% Series A Cumulative Redeemable Preferred Stock [Member] | Forty Five Days Option to Purchase [Member] | Maximum [Member]
Class of Stock [Line Items]
Issuance of common stock under the ATM, net of issuance costs, shares			120,000
10% Series A Cumulative Redeemable Preferred Stock [Member] | Public Offering [Member]
Class of Stock [Line Items]
Issuance of common stock under the ATM, net of issuance costs, shares				800,000
Shares issued price per share				$ 10
Proceeds from sale of shares, net of Issuance costs			$ 7,265,000
Series A Cumulative Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage									10.00%

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Schedule of Warrant Activity (Details) - USD ($)	3 Months Ended			12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Equity [Abstract]
Number of Warrants, Outstanding, Beginning Balance	5,350,558	5,350,558	5,350,558	5,264,592
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 14.19	$ 14.19	$ 14.19	$ 4.28
Weighted Average Remaining Life (Years), Outstanding, Ending Balance	4 years 3 months 3 days	2 years 7 months 20 days	2 years 10 months 20 days	3 years 1 month 20 days	10 months 9 days
Intrinsic Value, Outstanding, Beginning Balance		$ 3,138,768	$ 8,743,588	$ 14,654,296
Number of Warrants, Issued	15,000,000			5,603,674
Weighted Average Exercise Price, Issued	$ 1.00			$ 14.38
Number of Warrants, Exercised				5,503,167
Weighted Average Exercise Price, Exercised				$ 4.88
Number of Warrants, Exchanged
Weighted Average Exercise Price, Exchanged
Number of Warrants, Forfeited or cancelled				14,541
Weighted Average Exercise Price, Forfeited or cancelled				$ 4.25
Number of Warrants, Outstanding, Ending Balance	20,350,558	5,350,558	5,350,558	5,350,558	5,264,592
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 4.47	$ 14.19	$ 14.19	$ 14.19	$ 4.28
Intrinsic Value, Outstanding, Ending Balance			$ 3,138,768	$ 8,743,588	$ 14,654,296

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Schedule of Stock Option Activity (Details) - $ / shares	3 Months Ended			9 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2022
Equity [Abstract]
Number of Options, Outstanding, Beginning Balance	1,530,151	466,176	474,676	474,676
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 6.27	$ 5.41	$ 5.49	$ 5.49
Number of Options, Granted		1,120,150
Weighted Average Exercise Price, Granted		$ 6.71
Number of Options, Exercised		(5,500)	(8,500)
Weighted Average Exercise Price, Exercised		$ 4.82
Number of Options, Cancelled	(170,750)	(50,675)
Weighted Average Exercise Price, Cancelled	$ 6.19	$ 9.11
Number of Options, Exercised		5,500	8,500
Number of Options, Outstanding, Ending Balance	1,359,401	1,530,151	466,176	1,359,401
Weighted Average Exercise Price, Ending Balance	$ 6.28	$ 6.27	$ 5.41	$ 6.28

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Schedule of Weighted Average Assumptions Valued Using Black-Scholes Option Pricing Model (Details)	9 Months Ended
	Mar. 31, 2022 $ / shares
Equity [Abstract]
Expected term (in years)	2 years 9 months 21 days
Expected volatility	150.82%
Risk-free interest rate	0.45%
Dividend yield
Grant date fair value	$ 5.33

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Equity (Details Narrative) - USD ($)												1 Months Ended	3 Months Ended						9 Months Ended		12 Months Ended
	May 20, 2022	May 20, 2022	Apr. 03, 2022	Mar. 02, 2022	Sep. 03, 2021	Jun. 02, 2021	Feb. 11, 2021	Sep. 10, 2020	Sep. 03, 2020	Apr. 16, 2020	Mar. 03, 2020	Apr. 30, 2020	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Apr. 11, 2022	Jul. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued																			15,000,000
Sale of Stock, Price Per Share													$ 1.00						$ 1.00
Exercise price				$ 1.00									1.00						$ 1.00
Proceeds from warrant exercises																			$ 15,000,000
Non-cash settlement of the warrant liability totaling																			4,051,500
Offering gross proceeds net																			13,605,000
Proceeds from issuance of common stock																			3,885,109
Proceeds from Issuance of Warrants																			$ 9,553,500
Number of common stock for services																				528,997
Share price													$ 2.1832						$ 2.1832
Common stock issued upon the exercise of stock options, shares														5,500	8,500
Common stock par value													$ 0.001			$ 6.22			$ 0.001	$ 6.22	$ 0.001
Stock Issued During Period, Value, Stock Options Exercised														$ 26,510	$ 40,969
Issuance of common stock under the ATM, net of issuance costs, shares			200,000
Proceeds from issue of commom stock													$ 2,345,890	1,539,219
Conversion of convertible debt													$ 2,409,194	8,243,454
Common stock, shares issued													40,722,944						40,722,944		21,896,145
Shares issued during period acquisitions, value																$ 1,717,621		$ 500,000
Change in fair value of warrant liability													$ 8,181,398			(5,358,313)			$ 28,641,920	$ (4,729,924)
Number of shares issued for service, Value													$ 31,450		$ 574,299	433,957	$ 982,771	1,873,842		3,290,570
Warrants and rights outstanding				$ 15,000,000
Options outstanding																			4 years 4 months 2 days
Options exercisable													860,451						860,451
weighted average exercise price													$ 6.03						$ 6.03
Unamortized stock options compensation													$ 2,636,626						$ 2,636,626
Unamortized stock options compensation period																			6 months
2020 Equity and Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized													1,967,936						1,967,936
Common Stock, Capital Shares Reserved for Future Issuance													608,535						608,535
Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock par value																							$ 1.00
ATM Equity Offering Program [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued																			1,165,813
ATM Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from equity offering																			$ 4,005,267
ATM Offering [Member] | Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued	1,165,813
Proceeds from equity offering	$ 4,005,267
Sale of Stock, Consideration Received on Transaction	15,994,733	$ 15,994,733
April 2020 Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of convertible debt												$ 4,138,585
Shares issued price per share												$ 4.25
Warrant outstanding													40,582						40,582
Acquisition of Argyll [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from warrant exercises																				8,000,000
Non-cash settlement of the warrant liability totaling																				7,480,000
Shares issued for exercise of options and warrants, value																				15,480,000
Warrant liability																$ 2,750,076				2,750,076
Change in fair value of warrant liability																				$ 4,729,924
Flip Sports Limited [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during period acquisitions									93,808
Shares issued during period acquisitions, value									$ 411,817
Argyll Entertainment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price																					$ 8.00			$ 8.00
Proceeds from warrant exercises																			$ 8,000,000
Non-cash settlement of the warrant liability totaling																		$ 3,387,218			$ 5,488,171
Proceeds from Issuance of Warrants																			$ 15,480,000
Class of warrant or right number of securities called by warrants or rights																					1,000,000			1,000,000
Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from issuance of common stock							$ 27,340,000
Common stock par value							$ 0.001
Proceeds from equity offering							$ 30,000,000
Common stock, shares issued							2,000,000
Shares issued price per share							$ 15.00
Argyll Purchase Agreement [Member] | LHE Enterprises Limited [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price																$ 8.00				$ 8.00
March Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued				15,000,000
Sale of Stock, Price Per Share				$ 1.00
April Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued										1,980,000
Senior Convertible Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock par value													$ 4.24						$ 4.24
Conversion of convertible debt																			$ 10,652,648
Stock issued during period, shares, conversion of convertible securities																			2,514,459
Series A Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price						$ 17.50
Number of warrants issued						2,000,000
Series B Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price						$ 17.50
Number of warrants issued						2,000,000
Stock Options [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock-based compensation expense													$ 1,346,502			$ 743,527			$ 3,958,275	$ 3,055,118		$ 927,855
Stock Options [Member] | 2020 Equity and Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized								1,500,000
Common stock description								Each year on January 1, for a period of up to nine years, the maximum number of shares authorized for issuance under the 2020 Plan is automatically increased by 233,968 shares
Weighted Average [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from issuance of common stock																			$ 3,885,109
Common stock par value													$ 3.44						$ 3.44
Issuance of common stock under the ATM, net of issuance costs, shares																			1,165,813
Proceeds from issue of commom stock																			$ 4,005,267
Maximum [Member] | ATM Equity Offering Program [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of Stock, Consideration Received on Transaction					$ 20,000,000
Maximum [Member] | ATM Offering [Member] | Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from equity offering	$ 20,000,000
Maximum [Member] | Argyll Purchase Agreement [Member] | LHE Enterprises Limited [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of warrant or right number of securities called by warrants or rights																1,000,000				1,000,000
Holder [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt Instrument, Face Amount													$ 35,000,000						$ 35,000,000
Warrants Holders [Member] | Argyll Entertainment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of warrant or right number of securities called by warrants or rights													1,000,000						1,000,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from issuance of common stock																			$ 1,395,000
Number of common stock for services													50,000	4,000	78,527	46,005	191,736	291,256
Common stock issued upon the exercise of stock options, shares														5,500	8,500
Stock Issued During Period, Value, Stock Options Exercised														$ 5	$ 8
Issuance of common stock under the ATM, net of issuance costs, shares													790,000	375,813
Proceeds from issue of commom stock													$ 790	$ 376
Conversion of convertible debt													$ 813	$ 1,702
Stock issued during period, shares, conversion of convertible securities													812,618	1,701,841
Shares issued during period acquisitions																93,808		93,808
Shares issued during period acquisitions, value																$ 94		$ 94
Number of shares issued for service, Value													$ 50	$ 4	$ 79	$ 45	$ 192	$ 291
Common Stock [Member] | April 2020 Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued												1,217,241
Common Stock [Member] | Stock Options and Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued price per share																$ 5.85				$ 5.85
Share of exercise of warrants																				4,274,393
Share of exercise of warrants, value																				$ 24,986,582
Common Stock [Member] | Acquisition of Argyll [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during period acquisitions																				650,000
Shares issued during period acquisitions, value																				$ 3,802,500
Common Stock [Member] | Flip Sports Limited [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during period acquisitions											93,808									187,616
Shares issued during period acquisitions, value											$ 1,805,804									$ 2,217,621
Common Stock [Member] | Acquisition of EGL [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during period acquisitions																			292,511
Shares issued during period acquisitions, value																			$ 2,193,833
Common Stock [Member] | Previous Period [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock for services																						117,450
Common Stock [Member] | Weighted Average [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock for services																			132,527
Share price													$ 4.70						$ 4.70
Common Stock [Member] | Weighted Average [Member] | Share-Based Payment Arrangement, Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued upon the exercise of stock options, shares																			14,000
Common stock par value													$ 4.82						$ 4.82
Stock Issued During Period, Value, Stock Options Exercised																			$ 67,479
Common Stock [Member] | Management [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock for services																						1,333
Common Stock [Member] | Employees [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock for services																						16,966
Common Stock [Member] | Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock for services																						99,151
Unit A and B warrant [Member] | Warrants Holders [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock par value										$ 4.25
Common stock, shares issued										3,960,000
Unit A Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding													1,136,763						1,136,763
Unit A Warrant [Member] | Underwriter [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock par value										$ 0.01
Common stock, shares issued										209,400
Unit B Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding													0						0
Unit B Warrant [Member] | Underwriter [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock par value										$ 0.01
Common stock, shares issued										209,400
Warrant [Member] | April 2020 Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued												2,434,482

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Schedule of Fair Value of Financial Instruments (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	$ 3,732,976	$ 3,998,034	$ 6,700,000
Warrant liability	4,050,000			23,500,000
Warrant liability	361,580
Derivative liabilities	20,573,051
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration
Derivative liabilities
Fair Value, Inputs, Level 1 [Member] | March 2022 Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	4,050,000
Fair Value, Inputs, Level 1 [Member] | Series A and Series B Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Warrant liability
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration
Derivative liabilities
Fair Value, Inputs, Level 2 [Member] | March 2022 Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Fair Value, Inputs, Level 2 [Member] | Series A and Series B Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Warrant liability
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	3,732,976
Derivative liabilities	20,573,051
Fair Value, Inputs, Level 3 [Member] | March 2022 Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Fair Value, Inputs, Level 3 [Member] | Series A and Series B Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability				$ 23,500,000
Warrant liability	$ 361,580

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Summary of the Changes in Level 3 Financial Instruments (Details) - USD ($)	3 Months Ended			9 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2022	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Warrant Liability, Beginning Balance	$ 3,039,478	$ 11,691,400	$ 23,500,000	$ 23,500,000
Warrant Liability, Beginning Balance	3,998,034	6,700,000
Derivative Liability, Beginning Balance
Warrant Liability, Beginning Balance			6,700,000	6,700,000
Warrant Liability, Beginning Balance	(2,677,898)	(8,651,922)	(11,808,600)
Warrant Liability, Beginning Balance	(165,811)	(850,520)		(1,016,331)
Warrant Liability, Beginning Balance	(99,247)	(1,851,446)
Change in the fair value of the make-whole derivative liability	20,573,051
Warrant Liability, Ending Balance	361,580	3,039,478	11,691,400	361,580
Warrant Liability, Ending Balance	3,732,976	3,998,034	6,700,000	3,732,976
Derivative Liability, Ending Balance	$ 20,573,051			$ 20,573,051

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Schedule of Warrants Outstanding (Details) - $ / shares		9 Months Ended	12 Months Ended
	Mar. 02, 2022	Mar. 31, 2022	Jun. 30, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term, in years		2 years 9 months 21 days
Expected volatility		150.82%
Risk-free interest rate		0.45%
Dividend yield
Monte Carlo [Member] | Derivativeliability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term, in years		1 year 2 months 1 day
Expected volatility		133.50%
Risk-free interest rate		1.73%
Dividend yield
Exercise price		$ 2.1832
Asset volatility		80.68%
Monte Carlo [Member] | Series A and Series B Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield
Exercise price		$ 17.50	$ 17.50
Monte Carlo [Member] | Series A and Series B Warrant [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term, in years		2 years	2 years
Expected volatility		123.00%	120.00%
Risk-free interest rate		1.74%	0.24%
Monte Carlo [Member] | Series A and Series B Warrant [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term, in years		4 years	4 years
Expected volatility		141.00%	140.00%
Risk-free interest rate		2.45%	0.65%
Monte Carlo [Member] | Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term, in years	5 years
Expected volatility	139.00%
Risk-free interest rate	1.74%
Dividend yield
Exercise price	$ 1.00

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Schedule of Balance Sheet Derivative Instruments (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Derivative liability	$ 20,573,051

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Schedule of Statement of Operation Derivative Instruments (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Change in fair value of make whole derivative liability	$ (20,573,051)		$ (22,055,672)
Change in fair value of make whole derivative liability	$ 20,573,051		$ 22,055,672

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Fair Value Measurements (Details Narrative)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares	Sep. 30, 2020 USD ($)	Mar. 31, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Mar. 02, 2022 $ / shares	Jul. 31, 2020 $ / shares shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative cash liability	$ 80,000,000
Fair value of the derivative	$ 20,573,051		$ 20,573,051
Exercise price | $ / shares	$ 1.00		$ 1.00		$ 1.00
Fair value of warrants			$ 4,051,500
Warrant liability	$ 4,050,000		4,050,000	$ 23,500,000
Warrants term		2 years 10 months				3 years
Warrants issuance fair value			9,553,500
Cash received from warrants exercise			15,000,000
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input		8.00				8.00
Measurement Input, Option Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input		183.25				187.40
Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input		0.28				0.48
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input		0				0
Argyll Entertainment [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of warrants issued | shares				1,000,000		1,000,000
Exercise price | $ / shares				$ 8.00		$ 8.00
Fair value of warrants		$ 3,387,218		$ 5,488,171
Warrant liability	$ 7,480,000	$ 2,100,953	7,480,000
Warrants issuance fair value			15,480,000
Cash received from warrants exercise			$ 8,000,000
Argyll Entertainment [Member] | Warrants Holders [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of warrants issued | shares	1,000,000		1,000,000
Warrant liability	$ 2,738,095		$ 2,738,095

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Schedule of Provision for Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax benefit (expense)	$ (431)		$ 5,503,430

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Income Taxes (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, Percent	0.00%	0.00%	0.00%	0.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			21.00%
Income Tax Expense (Benefit)	$ (431)		$ 5,503,430

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Subsequent Events (Details Narrative) - USD ($)		9 Months Ended
	Apr. 01, 2022	Mar. 31, 2022	Apr. 11, 2022	Mar. 02, 2022	Jun. 30, 2021	Mar. 31, 2021
Subsequent Event [Line Items]
Warrant price		$ 1.00		$ 1.00
Net proceeds		$ 9,553,500
Common stock, par value		$ 0.001			$ 0.001	$ 6.22
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, par value			$ 1.00
Over-Allotment Option [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Over allotment	2,250,000
Warrant price	$ 0.01
Net proceeds	$ 20,925