{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-002674","form_type":"8-K","ticker":"GMBL","cik":"0001451448","company_name":"ESPORTS ENTERTAINMENT GROUP, INC.","filed_at":"2023-01-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:45.057103+00:00","generated_at":"2026-06-20T07:07:37.207032+00:00","sec_items":["5.07","8.01","9.01"],"event_type":"debt","sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Esports Entertainment lowers convertible note conversion price; reverse split approved","bullets":["Noteholder Alto Opportunity Master Fund consented to lower conversion price to 90% of lowest VWAP over prior 5 trading days.","Shareholders approved reverse stock split at ratio 1:20 to 1:100, board to set exact ratio before next annual meeting.","Say-on-pay proposal failed with only 20.41% of votes in favor; director Chul Woong Lim elected with 32.92%.","Company had 98,337,944 shares of common stock outstanding as of January 26, 2023.","Proposals to issue shares upon conversion of senior convertible note and for new preferred stock were approved."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-002674","json":"https://secwatch.observer/filing/0001493152-23-002674.json","markdown":"https://secwatch.observer/filing/0001493152-23-002674.md","text":"https://secwatch.observer/filing/0001493152-23-002674.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1451448/000149315223002674/0001493152-23-002674-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1451448/000149315223002674/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T07:07:37.207032+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"28238cd52db89cf78620a408313ff715f97f2c4f","claim":"ESPORTS ENTERTAINMENT GROUP, INC. shareholders approved Potential issuance of an excess of 19.99% of our outstanding common stock, par value $0.001 per share (the “Common Stock”), upon the conversion of the Company’s outstanding Senior Convertible Note at the 2023-01-26 meeting.","evidence_excerpt":"Potential issuance of an excess of 19.99% of our outstanding common stock, par value $0.001 per share (the “Common Stock”), upon the conversion of the Company’s outstanding Senior Convertible Note (Proposal 4) 9,733,283 62.13 % 5,933,533 173,246 16,360,327","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1451448/000149315223002674/0001493152-23-002674-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-26"}],"fact_type":"shareholder_vote"},{"claim_id":"8853ddfab15ec47e504f6651e57a798b14a97454","claim":"ESPORTS ENTERTAINMENT GROUP, INC. shareholders approved Ratification the selection of Marcum LLP (formerly Friedman LLP) as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2023 at the 2023-01-26 meeting.","evidence_excerpt":"Ratification the selection of Marcum LLP (formerly Friedman LLP) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 (Proposal 3) 30,388,681 95.06 % 1,578,765 232,943 -","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1451448/000149315223002674/0001493152-23-002674-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-26"}],"fact_type":"shareholder_vote"},{"claim_id":"acd1f02dad97724097ff35084bd5a6e105d6484b","claim":"ESPORTS ENTERTAINMENT GROUP, INC. shareholders approved Potential issuance of our outstanding Common Stock upon the conversion of a new perpetual convertible preferred stock to be issued in exchange for the Senior Convertible Note, as part of the Company's approved plan of compliance with the Nasdaq Listing Rules at the 2023-01-26 meeting.","evidence_excerpt":"Potential issuance of our outstanding Common Stock upon the conversion of a new perpetual convertible preferred stock to be issued in exchange for the Senior Convertible Note, as part of the Company’s approved plan of compliance with the Nasdaq Listing Rules (Proposal 5) 9,612,144 61.78 % 5,945,603 282,315 16,360,327","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1451448/000149315223002674/0001493152-23-002674-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-26"}],"fact_type":"shareholder_vote"},{"claim_id":"b949573dec2e15a7d3619c2489db39ce97b6132f","claim":"ESPORTS ENTERTAINMENT GROUP, INC. shareholders approved Election of Jan Jones Blackhurst, Damian Mathews, Alan Alden, and Chul Woong Lim as directors at the 2023-01-26 meeting.","evidence_excerpt":"With respect to the election of Jan Jones Blackhurst, Damian Mathews, Alan Alden, and Chul Woong Lim as directors to each serve a one-year term on the Board of Directors of the Company (the “Board”) and until each of their successors is elected and qualified, each nominee received the number of votes set forth opposite their name.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1451448/000149315223002674/0001493152-23-002674-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-26"}],"fact_type":"shareholder_vote"},{"claim_id":"df81c95bbed010ade1274a294f249a6146d2600e","claim":"ESPORTS ENTERTAINMENT GROUP, INC. shareholders rejected Non-binding advisory vote, to approve the compensation of the Company's named executive officers as disclosed in this proxy statement at the 2023-01-26 meeting.","evidence_excerpt":"Non-binding advisory vote, to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement (Proposal 2) 3,148,691 20.41 % 12,277,480 413,891 16,360,327","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1451448/000149315223002674/0001493152-23-002674-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-01-26"}],"fact_type":"shareholder_vote"},{"claim_id":"f6d8f3d8438ac79d7e8134e8c5688ea2af3a23ce","claim":"ESPORTS ENTERTAINMENT GROUP, INC. shareholders approved To approve 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 of Directors having the discretion as to the exact ratio of any reverse stock split to be set within the above range, without a at the 2023-01-26 meeting.","evidence_excerpt":"To approve 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 of Directors 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 the earlier of the next Annual Meeting or the anniversary of this year’s Annual Meeting (Proposal 6) 1,567,957,448 62.32 % 947,839,427 43,187 16,360,327","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1451448/000149315223002674/0001493152-23-002674-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-26"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}