{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-009852","form_type":"8-K","ticker":"GMBL","cik":"0001451448","company_name":"ESPORTS ENTERTAINMENT GROUP, INC.","filed_at":"2024-03-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:24.227247+00:00","generated_at":"2026-06-04T22:05:58.925084+00:00","sec_items":["1.01","2.03","5.03","3.02","5.02","7.01","9.01"],"event_type":"debt","sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Esports Entertainment secures $1.42M secured note, restructures convertible preferred stock with conversion standstill","bullets":["Issued secured promissory note for $1.42M in cash, 10% interest paid in-kind quarterly, matures March 7, 2026.","Amended Series C and D Preferred Stock: six-month standstill on conversions (through Sept 7, 2024), then limited to $0.15M per month.","Dividends on preferred stock frozen through new maturity date (March 7, 2026) unless triggering event; dividend rate increased to 10%.","First $10M raised (including $1.42M note) excluded from repayment if used for operating expenses.","Director Chul Woong Lim resigned effective March 7, 2024, not due to disagreement."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-009852","json":"https://secwatch.observer/filing/0001493152-24-009852.json","markdown":"https://secwatch.observer/filing/0001493152-24-009852.md","text":"https://secwatch.observer/filing/0001493152-24-009852.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1451448/000149315224009852/0001493152-24-009852-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1451448/000149315224009852/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T22:05:58.925084+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":"21737fc97a4003d968a02d15b2d7894ceeaee9f7","claim":"ESPORTS ENTERTAINMENT GROUP, INC. incurred loan of $1.42 million at 10% per annum maturing March 7, 2026.","evidence_excerpt":"the Company issued the Holder a secured promissory note (the “Secured Note”), for approximately $1.42 million in cash and certain amendments to the terms of the Series C Preferred Stock and Series D Preferred Stock. The key terms of the Secured Note Agreement include: ● Security of the Secured Note balance by a first priority security interest in all of the Company’s tangible and intangible personal property; ● Accrued interest to the outstanding principal balance of the Secured Note at a rate of 10% per annum. All interest shall be quarterly in-kind by adding the amount of accrued interest to the outstanding principal balance of the Secured Note on the last Business Day of each calendar quarter; ● Maturity date of March 7, 2026;","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1451448/000149315224009852/0001493152-24-009852-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"$1.42 million"},{"label":"Rate","value":"10% per annum"},{"label":"Maturity","value":"March 7, 2026"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"ae30d591d2","claim":"Chul Woong Lim resigned as Director at ESPORTS ENTERTAINMENT GROUP, INC..","evidence_excerpt":"Mr. Lim updated the Company that his resignation from the Board and the Audit Committee and the Compensation, Nominating and Corporate Governance Committee will be effective on March 7, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1451448/000149315224009852/0001493152-24-009852-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"7057098f6e1c2bae7ed70e81252fc937b53d18c8","claim":"ESPORTS ENTERTAINMENT GROUP, INC.: Amendments to Series C and Series D Convertible Preferred Stock certificates of designation, including standstill, conversion limits, maturity date, dividend rate change, and subsequent placement redemption terms (effective 2024-03-07).","evidence_excerpt":"On March 7, 2024, in connection with the Secured Note Purchase Agreement and Secured Note Agreement, the Company filed certificates of designations with the Secretary of State of the State of Nevada regarding the Company’s Series C Preferred Stock and Series D Preferred Stock (the “Preferred Stock CODs”), to amend certain powers, designations, preferences and other rights set forth therein, effective immediately.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1451448/000149315224009852/0001493152-24-009852-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-03-07"}],"fact_type":"governance_change"},{"claim_id":"f6b3fab768086796cf68f79a1513c36a35fd3b83","claim":"ESPORTS ENTERTAINMENT GROUP, INC. entered into Secured Note Purchase Agreement with the holder of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock valued at approximately $1.42 million (effective 2024-03-07).","evidence_excerpt":"On March 13, 2024, Esports Entertainment Group, Inc. (the “Company”) announced that it entered into an agreement, dated March 7, 2024 (the “Secured Note Purchase Agreement”) with the holder (the “Holder”) of its Series C Convertible Preferred Stock (“Series C Preferred Stock”) and Series D Convertible Preferred Stock (the “Series D Preferred Stock”), pursuant to which the Company issued the Holder a secured promissory note (the “Secured Note”), for approximately $1.42 million in cash and certain amendments to the terms of the Series C Preferred Stock and Series D Preferred Stock.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1451448/000149315224009852/0001493152-24-009852-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"the holder of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock"},{"label":"Value","value":"approximately $1.42 million"},{"label":"Effective","value":"2024-03-07"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}