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Subsequent Events
6 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events

Note 19 – Subsequent Events

 

Appointment of Alex Igelman as Chief Executive Officer

 

Effective January 3, 2023 the Board appointed Alex Igelman as CEO. In connection with Mr. Igelman’s appointment as CEO, Mr. Igelman and the Company entered into an employment agreement, which included the grant of common stock and stock options. These stock awards are being granted as inducement equity awards outside the Company’s Esports Entertainment Group, Inc. 2020 Equity Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4). The Company has granted Mr. Igelman an award of 2,500,000 shares of common stock and an award of 2,500,000 time-based stock options. Mr. Igelman’s shares of common stock may not be sold or transferred until the six-month anniversary of the date of grant. Mr. Igelman’s stock options will vest in equal quarterly installments over a one-year period subject to his continued employment with the Company on the applicable vesting dates. The stock awards are subject to the terms of an award agreement outlining the specific terms of the stock awards.

 

Appointment of Michael Villani as Interim Chief Financial Officer

 

Effective January 6, 2023, the Company announced the appointment of Michael Villani as the Interim CFO, in addition to his current role as the Financial Controller. Mr. Villani will also serve as the Company’s principal financial officer.

 

The previous COO and CFO, Damian Mathews resigned from his positions on December 31, 2022. Mr. Mathews did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Mathews will continue on in his role as a Director of the Company.

 

Approval of reverse stock split

 

On January 26, 2023, held its 2022 annual meeting of stockholders (the “Annual Meeting”) and the stockholders approved a reverse stock split of the Common Stock at a ratio of not less than one-for-twenty (1-for-20) and not more than one-for-one-hundred (1-for-100), with our Board having the discretion as to the exact ratio of any reverse stock split to be set within the above range, without a corresponding reduction in the total number of authorized shares of Common Stock, and to be in effect no later than February 22, 2023 to meet the minimum bid price compliance milestone.

 

Senior Convertible Note consent to lower the conversion price and Amendment and Waiver Agreement for the sale of the Bethard business

 

On January 27, 2023, the Company received the written consent of the holder of its outstanding Senior Convertible Note to lower the conversion price of the Senior Convertible Note into shares of Common Stock under Section 7(g) of the Senior Convertible Note to 90% of the lowest VWAP (as defined in the Senior Convertible Note) of the Common Stock for a trading day during the five (5) consecutive trading day period ending, and including, the applicable date that the conversion price is lowered for purposes of a conversion (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events during such measuring period) until further written notice to the holder from the Company. The Company has converted $18,861,575 of the Senior Convertible note through the issuance of 217,159,442 shares of common stock. The outstanding balance of the Senior Convertible Note as of February 17, 2023, one day preceding this filing, was also impacted by the Amendment and Waiver Agreement discussed below.

 

Sale of Spanish iGaming Operations

 

On January 18, 2023, the Company closed the transaction and sold its Spanish iGaming operations, including its Spanish iGaming license. The Company received approximately $1,200,000 in proceeds and $1,000,000 in cash from the return of a deposit held with the Spanish regulator. Sixty-five percent (65%) of the proceeds and cash received is required to be remitted to the Holder. The gain on sale was approximately $800,000.

 

Sale of Bethard iGaming Operations

 

On February 14, 2023, the Company entered into a Share Purchase Agreement (“SPA”) to sell its Bethard iGaming business, an operator of online casino and sportsbook brands that is licensed in Malta and Sweden. The sale of the Bethard business is expected to close within two weeks of signing the SPA. The total purchase consideration in the SPA was determined by the parties to be approximately €9,600,000 (equivalent to approximately $10,300,000 using exchange rates at February 14, 2023) comprised of €1,650,000 (equivalent to approximately $1,770,000 using exchange rates at February 14, 2023) of cash proceeds payable to the Company at closing, with an additional €6,500,000 (equivalent to approximately $7,000,000 using exchange rates at February 14, 2023) of purchase consideration identified to a release of the Company’s obligations from payment of the contingent consideration originating from the Bethard acquisition. The purchaser of the Bethard business will also assume liabilities of approximately €1,200,000 (equivalent to approximately $1,290,000 using exchange rates at February 14, 2023). The terms of sale allow for a cash holdback of €150,000 (equivalent to approximately $160,000 using exchange rates at February 14, 2023) for a period of two months that may be used by the purchaser to compensate it for the assumption of liabilities above agreed upon amounts under the SPA. Amounts owed by the purchaser to the Company of €1,260,000 (equivalent to approximately $1,350,000 using exchange rates at February 14, 2023) will be settled as part of the transaction.

 

On February 16, 2023, the Company entered into the Amendment as a condition to the closing of the sale of the Bethard business. The Amendment requires the Company to deposit 50% of the proceeds from the sale of the Bethard business in a bank account in favor of the Holder. The Amendment also requires the Company to deposit 50% of the proceeds of any permitted future sale of assets or any subsequent debt or equity offer or sale (a “Securities Transaction”) and 100% of the proceeds of any additional indebtedness incurred in the future, into such bank account in favor of the Holder, or, at the option of the Holder, redeem amounts under the Senior Convertible Note using such proceeds.

 

The Amendment also modifies the Senior Convertible Note to increase the principal balance by $2,950,000 for additional interest and other amounts previously recorded by the Company as liabilities to the Holder, as well as for fees for the Amendment. The Amendment further provides for a voluntary reduction in the Conversion Price (as defined in the Senior Convertible Note) when the Company issues or is deemed to issue common stock in a future registered offering at a price below the Conversion Price then in effect, to the lower issuance price in such offering, subject to certain exceptions. The Amendment also provides rights to the Holder to participate in future Securities Transactions for a period of two years from the later of the date of the Amendment and the date that no payment amounts due to the Holder remain outstanding. The Company incurred fees of $460,000 as part of the amendment.

 

After including the impact of the conversions reducing the Senior Convertible Note by $18,861,573 and the Amendment increasing the Senior Convertible Note by $2,950,000, for fees of $450,000 and converted accrued liabilities of $2,500,000, on February 17, 2023, one business day preceding this filing, the Company has reduced its outstanding debt on the Senior Convertible Note to $16,310,000.