ESPORTS ENTERTAINMENT GROUP, INC. : Entry into a Material Definitive Agreement,


Item 1.01 Entry into a Material Definitive Agreement.

On July 7, 2020, Esports Entertainment Group, Inc. (the “Company”), entered into
a stock purchase agreement (the “Purchase Agreement”), by and among the Company,
LHE Enterprises Limited (“LHE”), and AHG Entertainment, LLC (“AHG”) whereby the
Company acquired all of the outstanding capital stock of LHE and its
subsidiaries, (i) Argyll Entertainment AG, (ii) Nevada Holdings Limited and
(iii) Argyll Productions Limited (collectively the “Acquired Companies”).

As consideration for the Acquired Companies, the Company agreed to pay AHG (i)
$1,250,000 in cash (the “Cash Purchase Price”) of which $500,000 has already
been paid; (ii) 650,000 shares of common stock of the Company (the
“Consideration Shares”); and (iii) warrants to purchase up to 1,000,000 shares
of common stock of the Company at an exercise price of $8.00 per share (the
“Consideration Warrants” together with the Cash Purchase Price and the
Consideration Shares the “Purchase Price”).

The Purchase Agreement contains standard representations, warranties, covenants,
indemnification and other terms customary in similar transactions.

The Consideration Warrants are exercisable for a term of three (3) years. The
Company shall have the right to force the exercise of the Consideration Warrants
for cash, if the VWAP of the Common Stock (as defined in the Purchase Agreement)
shall equal or exceed 125% of the exercise price of the Consideration Warrants
for twenty (20) consecutive trading days. Closing and payment of the Purchase
Price is expected to occur on or prior to July 31, 2020.

Item 1.01 of this Current Report on Form 8-K contains only a brief description
of the material terms of and does not purport to be a complete description of
the rights and obligations of the parties to the Purchase Agreement and
Consideration Warrants, and such descriptions are qualified in their entirety by
reference to the full text of the Purchase Agreement and Consideration Warrants,
which will be filed as exhibits no later than with the Company’s Form 10-Q for
the quarter ending September 30, 2020.

Item 8.01 Other Items.

On July 7, 2020, the Company issued a press release announcing its execution of
the Purchase Agreement. A copy of the press release is provided as Exhibit 99.1
to this Current Report.

Item 9.01. Exhibits.
(d) Exhibits
Exhibit No.   Exhibit
99.1            Press Release

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