Amended Annual Report (10-k/a)
22 Octobre 2021 - 11:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Mark
One)
☒ ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended June 30, 2021
☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____________ to____________
Commission
File Number: 000-55954
ESPORTS
ENTERTAINMENT GROUP, INC
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
26-3062752
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
identification
No.)
|
|
|
|
Block
6, Triq Paceville
St.
Julians, Malta, STJ 3109
|
|
89109
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(Address
of principal executive offices)
|
|
(Zip
Code)
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Registrant’s
telephone number, including area code (268) 562-9111
Securities
registered under Section 12(b) of the Exchange Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock
|
|
GMBL
|
|
The
Nasdaq Stock Market LLC
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Common
Stock Purchase Warrants
|
|
GMBLW
|
|
The
Nasdaq Stock Market LLC
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes
☒ No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes
☒ No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒ Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
|
|
Accelerated
filer ☐
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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 Act). ☐ Yes ☒ No
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2020, the
last business day of the registrant’s most recently completed second fiscal quarter, was $63,602,362 based on the closing price
reported for such date on the Nasdaq Capital Markets. For purposes of the above statement only, all directors, executive officers and
10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for
any other purpose.
As
of October 11, 2021, there were 21,985,172 shares of common stock, par value $0.001 issued and outstanding.
Explanatory
Note
Esports Entertainment Group, Inc. (the
“Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the year
ended June 30, 2021, as filed on October 13, 2021 (the “Original Form 10-K”) with the Securities and Exchange Commission
(the “SEC”). The purpose of this Amendment is to file Exhibits 23.1 and 23.2, Consents of Independent Registered Public
Accounting Firm which includes the consent to the incorporation by reference of Friedman LLP’s report dated October 13,
2021, with respect to the consolidated financial statements for the year ended June 30, 2021 and Rosenberg Rich Baker Berman
P.A. report October 1, 2020 with respect to the consolidated financial statements for the year ended June 30, 2020 both
appearing in the Annual Report on Form 10-K of the Company for the year ended June 30, 2021 into registration statements on
Form S-8, S-3, and S-3, file numbers, 333-250970, 333-258822, and No. 333-252370, respectively which consents were
inadvertently omitted from the original Form 10-K.
Except
as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not amend, update or change any
other items or disclosures in the Original Form 10-K. The Original Form 10-K continues to speak as of its original filing date. This
Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way
disclosures in the Original Form 10-K.
Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains
new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements
have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307
and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
Part
IV
Item
15. Exhibits, Financial Statement Schedules
The
following documents are filed as part of this report:
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
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Esports Entertainment Group, Inc.
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|
|
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Date:
October 22, 2021
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/s/
Grant Johnson
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Name:
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Grant
Johnson
|
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Title:
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Chief
Executive Officer and President
|
Esports Entertainment (NASDAQ:GMBL)
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