Current Report Filing (8-k)
October 28 2022 - 5:25PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 25, 2022
ESPORTS
ENTERTAINMENT GROUP, INC.
(Exact
name of Registrant as specified in its charter)
Nevada |
|
001-39262 |
|
26-3062752 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Block
6, Triq Paceville
St.
Julians, STJ 3109
Malta
(Address
of principal executive offices, including zip code)
356
2757 7000
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any
of the following provisions:
☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
GMBL |
|
The
Nasdaq Stock Market LLC |
Common
Stock Purchase Warrants |
|
GMBLW |
|
The
Nasdaq Stock Market LLC |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant
Based
on information provided by Esports Entertainment Group, Inc.’s (the “Company”) independent registered public
accounting firm, Friedman LLP, effective September 1, 2022, Friedman LLP combined with Marcum LLP and continued to operate as an independent
registered public accounting firm. On October 25, 2022, the Audit Committee of the Board of Directors of the Company approved the dismissal
of Friedman LLP and the engagement of Marcum LLP to serve as the independent registered public accounting firm of the Company. The services
previously provided by Friedman LLP will now be provided by Marcum LLP.
The
reports of Friedman LLP on the financial statements of the Company for the years ended June 30, 2022 and 2021 contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except for an explanatory
paragraph in such reports regarding substantial doubt about the Company’s ability to continue as a going concern.
During
the Company’s two most recent fiscal years ended June 30, 2022 and 2021, and the subsequent interim period through October 25,
2022, the Company:
(i)
had no disagreements with Friedman LLP on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of Friedman LLP, would have caused them to make reference
thereto in their report on the financial statements for such years; and
(ii)
had the following “reportable events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item
9A of the Company’s Form 10-K for the years ended June 30, 2022 and 2021, the Company’s management determined that the Company’s
internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses
related to the following: (a) no ongoing and/or separate formal evaluation to determine whether the components of internal control are
present and functioning within the period under audit; (b) insufficient period-end financial reporting controls in place as it relates
to segregation of duties, reviews of certain completed or nonrecurring transactions, and certain procedures for preparing the financial
statements and disclosures; and (c) insufficient controls in place as it relates to information technology (“IT”)
controls and IT technology controls were not formally evaluated to determine operating effectiveness, including the evaluation of system
organization controls and related complementary user entity controls. These material weaknesses have not been remediated as of the date
of this Current Report on Form 8-K. Other than described above, during the Company’s two most recent fiscal years ended June 30,
2022 and 2021, and the subsequent interim period through October 25, 2022, there were no reportable events (as defined in Item 304(a)(1)(v)
of Regulation S-K).
The
Company has furnished to Friedman LLP the statements made here in this Item 4.01. Attached as Exhibit 16.1 to this Form 8-K is Friedman
LLP’s letter to the Securities and Exchange Commission (the “SEC”), dated October 28, 2022 regarding these statements.
During
the Company’s two most recent fiscal years ended June 30, 2022 and 2021, and the subsequent interim period through October 25,
2022, the Company had not consulted with Marcum LLP on any matter that involved the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements.
Item
9.01. Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
ESPORTS
ENTERTAINMENT GROUP, INC. |
|
|
|
|
Dated: |
October
28, 2022 |
By: |
/s/
Grant Johnson |
|
|
|
Grant
Johnson |
|
|
|
Chief
Executive Officer |
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