Item
1.01 Entry into a Material Definitive Agreement.
On
September 15, 2022, Esports Entertainment Group, Inc. (the “Company,” “we,” “our,” and “us”)
entered into a underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC and Joseph Gunnar & Co., LLC,
as representative of the several underwriters identified therein (collectively, the “Underwriters”), relating to a firm commitment
public offering of (a) 30,000,000 shares of our common stock (the “Common Stock”), $0.001 par value per share and (b) warrants
to purchase up to 30,000,000 shares of Common Stock, at an exercise price of $0.25 per share (the “Warrants”), at an aggregate
price of $0.25 per share and accompanying Warrant. Under the terms of the Underwriting Agreement, we granted the Underwriters a 45-day
option an option to purchase up to an additional 4,500,000 shares of Common Stock and/or Warrants from us.
The
closing of the offering is scheduled to take place on September 19, 2022.
The
gross proceeds to us from the sale of the shares of Common Stock and Warrants before deducting underwriting discounts and commissions
and estimated offering expenses payable by us, will be $7,500,000. If the Underwriters exercise their option to purchase additional shares
in full, the gross proceeds to us from the offering, before deducting underwriting discounts and commissions and estimated offering expenses
payable by us, will be $8,625,000. We will remit to the holder of a senior convertible note an amount equal to fifty percent (50%) of
all net proceeds above $2 million following the payment of 7% in offering fees including Underwriting discounts, or $2,249,188 determined
on the offering date. We intend to use the balance of the net proceeds for working capital and general corporate purposes to support
ongoing business operations.
The
Underwriting Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expense and
reimbursement obligations and termination provisions. Additionally, under the terms of the Underwriting Agreement, we have agreed to
indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute
to payments the Underwriters may be required to make in respect of these liabilities.
The
shares of Common Stock and Warrants sold by us have been registered pursuant to a registration statement on Form S-3 (File No. 333-252370),
which the Securities and Exchange Commission (the “Commission”) declared effective on February 5, 2021. A final prospectus
supplement and accompanying base prospectus relating to the offering were filed with the Commission on September 19, 2022.
The
foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of
the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. A copy of the legal opinion
of Lucosky Brookman LLP related to the validity of the shares
of Common Stock and Warrants sold in the offering is filed as Exhibit 5.1 hereto.
We
do not intend to list the Warrants sold in this offering on any securities exchange or other trading market.
On
September 19, 2022, prior to the closing of the offering, the Company will enter into a warrant agency agreement (the “Warrant
Agency Agreement”) with VStock Transfer, LLC (“VStock”), to serve as the Company’s warrant agent for the Warrants.
Upon the closing of the offering, VStock will issue the Warrants. The Warrants are exercisable upon issuance and expire five years from
the date they first became exercisable. The foregoing description of the Warrant Agency Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Warrant Agency Agreement, which is filed as Exhibit 4.1 hereto and
is incorporated herein by reference.