ESPORTS ENTERTAINMENT GROUP, INC. — fact timeline

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).

“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.”

ESPORTS ENTERTAINMENT GROUP, INC. incurred loan of $1.42 million at 10% per annum maturing March 7, 2026.

“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;”

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).

“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.”

Chul Woong Lim resigned as Director at ESPORTS ENTERTAINMENT GROUP, INC..

“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.”

Jenny Pace resigned as Chief People Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“received notice from Michael Villani, Chief Financial Officer, Damian Mathews, Chief Operating Officer, and Jenny Pace, Chief People Officer of their resignations from their respective positions with the Company, effective April 30, 2024.”

Damian Mathews resigned as Chief Operating Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“received notice from Michael Villani, Chief Financial Officer, Damian Mathews, Chief Operating Officer, and Jenny Pace, Chief People Officer of their resignations from their respective positions with the Company, effective April 30, 2024.”

Michael Villani resigned as Chief Financial Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“received notice from Michael Villani, Chief Financial Officer, Damian Mathews, Chief Operating Officer, and Jenny Pace, Chief People Officer of their resignations from their respective positions with the Company, effective April 30, 2024.”

ESPORTS ENTERTAINMENT GROUP, INC.: Creation of Series E Preferred Stock through Certificate of Designations, amending the articles of incorporation.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.”

ESPORTS ENTERTAINMENT GROUP, INC. entered into Subscription and Investment Representation Agreement valued at $1,000.00 in the aggregate (effective 2024-01-05).

“The Company agrees to sell to Subscriber, and Subscriber agrees to purchase from the Company, one hundred (100) shares of the Company’s Series E Preferred Stock, par value $0.001 per share (the “ Securities ”), which Securities shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designations attached hereto as Exhibit A (the “ Certificate of Designations ”).”

Chul Woong Lim departed as director at ESPORTS ENTERTAINMENT GROUP, INC..

“Chul Woong Lim, a director of the Company, notified the Company that he would be resigning as a director of the Company and would therefore not be standing for reelection to the Company’s Board of Directors (the “Board”) at the 2023 Annual Meeting of the Stockholders (the “2023 Annual Meeting”).”

ESPORTS ENTERTAINMENT GROUP, INC.: Filed a Certificate of Change to effect a 1-for-400 reverse stock split and decrease authorized shares from 500 million to 1.25 million (effective 2023-12-21).

“On December 22, 2023, Esports Entertainment Group, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to (i) effect a 1-for-400 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) decrease the number of total authorized shares of Common Stock from 500 million shares to 1.25 million shares.”

ESPORTS ENTERTAINMENT GROUP, INC. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“November 28, 2023, Esports Entertainment Group, Inc. (the “Company”) received a deficiency notification letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the $2,500,000 minimum stockholders’ equity requirement, as outlined in Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) because the Company’s reported stockholders’ equity as of September 30, 2023 was below this minimum amount. The notification advised the Company that the Nasdaq Hearings Panel (the “Panel”) will consider this matter i”

ESPORTS ENTERTAINMENT GROUP, INC. entered into confidential settlement agreement and general release with Grant Johnson valued at $500,000 (effective 2023-11-07).

“On November 7, 2023, Esports Entertainment Group, Inc. (the “Company”) entered into a confidential settlement agreement and general release (the “Settlement Agreement”) with Grant Johnson, the former Chairman of the board of directors and Chief Executive Officer of the Company, with respect to all disputes and pending litigation between the Company and Mr. Johnson.”

ESPORTS ENTERTAINMENT GROUP, INC. received a nasdaq delisting notice notice regarding minimum bid price (rules 5810(c)(3)(A)(iii), 5550(a)(2)).

“October 20, 2023, Esports Entertainment Group, Inc. (the “Company”) received a deficiency notification letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”) because the bid price for the Company’s common stock had closed at or below $0.10 per share for ten consecutive trading days. The notification letter from Nasdaq advised the Company that the trading of its securities will be suspended at the opening of business on Octobe”

ESPORTS ENTERTAINMENT GROUP, INC. entered into Waiver with holder of the Company’s outstanding Series C Convertible Preferred Stock and Series D Convertible Preferred Stock (effective 2023-10-06).

“The Company also entered into a waiver agreement (“Waiver”) on October 6, 2023, with the Holder, as a condition to access any net proceeds from the future sale of shares of common stock under the Company’s previously announced “at the market” (or “ATM”) equity offering program”

ESPORTS ENTERTAINMENT GROUP, INC. entered into October Settlement Agreement with holder of the Company’s outstanding Series C Convertible Preferred Stock and Series D Convertible Preferred Stock valued at approximately $64,500 (effective 2023-10-06).

“On October 6, 2023, Esports Entertainment Group, Inc. (the “Company” “we” or “us”) entered into a settlement agreement (“October Settlement Agreement”) with the holder of the Company’s outstanding Series C Convertible Preferred Stock and Series D Convertible Preferred Stock (the “Holder”) to continue to issue common stock in partial settlement of Registration Rights Fees payable (“RRA Fees”) by the Company under the Registration Rights Agreement, dated May 22, 2023”

ESPORTS ENTERTAINMENT GROUP, INC. entered into Waiver Agreement with Holder of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock valued at Waiver allowed Company to proceed with initial filing of registration statement on Form S-3 MEF and (effective 2023-09-15).

“The Company entered into a waiver agreement (“Waiver”) on September 15, 2023, with the Holder of the Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock, as a condition to filing the registration statement on Form S-3 MEF on September 15, 2023 and the prospectus supplement on September 15, 2023 for the “at the market” offering.”

ESPORTS ENTERTAINMENT GROUP, INC. entered into Equity Distribution Agreement with Maxim Group LLC valued at Aggregate gross sales proceeds of up to $7,186,257; compensation equal to 3.0% of gross proceeds (effective 2023-09-15).

“On September 15, 2023, Esports Entertainment Group, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Maxim Group LLC (“Maxim Group”) under which the Company may offer and sell, from time to time at its sole discretion, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), with aggregate gross sales proceeds of up to $7,186,257 through an “at the market” equity offering program under which Maxim Group will act as sales agent.”

ESPORTS ENTERTAINMENT GROUP, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A), 5810(b)).

“September 6, 2023, Esports Entertainment Group, Inc. (the “Company”) received a deficiency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company’s common stock had closed below $1.00 per share for longer than the previous 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of such notice, or until March 4, 2024, to regain compliance with the minimu”

Michael Villani was appointed as Chief Financial Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“Effective August 29, 2023, Esports Entertainment Group, Inc. (the “Company”) announced the appointment of Michael Villani, 47, as the permanent Chief Financial Officer, from his previous role as Interim Chief Financial Officer and Financial Controller.”

ESPORTS ENTERTAINMENT GROUP, INC. entered into Settlement Agreement with the Holder valued at 10,000 shares at $0.10 per share (effective 2023-08-15).

“August 15, 2023, the Company also entered into a settlement agreement ("Settlement Agreement") with the Holder to issue common stock in partial settlement of Registration Rights Fees payable ("RRA Fees") by the Company under the Registration Rights Agreement, dated May 22, 2023 (the "Registration Rights Agreement"), between the Company and the Holder, in connection with a delay in the filing of a registration statement for the purpose of registering the resale of the common stock issuable under the Holder's Series D Convertible Preferred Stock and common warrants, despite the Company's best efforts to avoid such delay.”

ESPORTS ENTERTAINMENT GROUP, INC. entered into Securities Purchase Agreement with the Holder of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock valued at $1,000,000 (effective 2023-08-15).

“August 15, 2023, Esports Entertainment Group, Inc. (the "Company," "we," "our," and "us") entered into a securities purchase agreement with the holder (the "Holder") of our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock ("The SPA").”

Robert Soper was appointed as Director at ESPORTS ENTERTAINMENT GROUP, INC..

“On June 6, 2023, the board of directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”) appointed Mr. Robert Soper as a member of the Board, (the “Appointment”), effective immediately.”

Damian Mathews was appointed as Chief Operating Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“appointed Damian Mathews, a current member of the Board, to serve as the Company’s Chief Operating Officer (the “Appointment”), effective May 29, 2023”

ESPORTS ENTERTAINMENT GROUP, INC. reported preliminary financial results for the fiscal third quarter ended March 31, 2023.

“On May 22, 2023, Esports Entertainment Group, Inc. (the “Company”) issued a press release providing a business update for the third quarter ended March 31, 2023.”

ESPORTS ENTERTAINMENT GROUP, INC.: Filed a certificate of designations to establish Series D Convertible Preferred Stock, amending powers, designations, preferences, and other rights (effective 2023-05-22).

“On May 22, 2023, the Company filed a certificate of designations (the “Series D Certificate of Designations”), with the Secretary of State of the State of Nevada regarding the Company’s shares of preferred stock, par value $0.001 per share, designated as Series D Convertible Stock, to amend certain powers, designations, preferences and other rights set forth therein, effective as of May 22, 2023.”

ESPORTS ENTERTAINMENT GROUP, INC.: Filed a certificate of designation for Series C Convertible Preferred Stock, amending the powers, designations, preferences and other rights of preferred stock (effective 2023-04-28).

“On April 28, 2023, the Company filed a certificate of designation (the “Series C Certificate of Designations”), with the Secretary of State of the State of Nevada regarding the Company’s shares of preferred stock, par value $0.001 per share, designated as Series C Convertible Preferred Stock, to amend certain powers, designations, preferences and other rights set forth therein.”

ESPORTS ENTERTAINMENT GROUP, INC. entered into Securities Purchase Agreement with an institutional investor valued at approximately $4,000,000 (effective 2023-04-30).

“On April 30, 2023, Esports Entertainment Group, Inc. (the “Company,” “we,” “our,” and “us”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”).”

ESPORTS ENTERTAINMENT GROUP, INC. entered into Note to Preferred Stock Exchange Agreement with holder of its Senior Convertible Note valued at conversion of $15,230,024 Senior Convertible Note into new Series C Convertible Preferred Stock (effective 2023-04-19).

“On April 20, 2023, the Company announced that it has entered into an agreement, dated April 19, 2023 (the “Note to Preferred Stock Exchange Agreement”), with the holder of its Senior Convertible Note to convert the $15,230,024 in aggregate principal amount of the Senior Convertible Note outstanding into new Series C Convertible Preferred Stock”

ESPORTS ENTERTAINMENT GROUP, INC. received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)).

“April 6, 2023, Esports Entertainment Group, Inc. (the “Company”) received a notice from The Nasdaq Stock Market LLC’s (“Nasdaq”) Hearings Panel (the “Panel”), that the Panel had granted the Company an extension until April 30, 2023, to demonstrate compliance with the $2,500,000 stockholders’ equity requirement, as outlined in Listing Rule 5550(b)(1). The Company is in the process of taking definitive steps to comply with this and all applicable conditions and criteria for continued listing on Nasdaq. There can be no assurances, however, that the Company will be able to do so. The Company must”

John Brackens departed as Chief Technology Officer/Chief Information Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“John Brackens, the current Chief Technology Officer/Chief Information Officer, will be departing the Company on May 14, 2023.”

ESPORTS ENTERTAINMENT GROUP, INC. completed a disposition involving Gameday Group PLC for $8,090,965 (closed 2023-02-24).

“the sale of Prozone Limited with the Bethard Business herein referred to as the “Sale of the Bethard Business).” The purchase consideration was determined by the Company to be $8,090,965 comprised of cash received on the Closing date of €1,650,000 ($1,739,882 using exchange rates in effect on the Closing Date), holdback consideration, of €150,000 ($158,171 using”

ESPORTS ENTERTAINMENT GROUP, INC. amended Amendment and Waiver Agreement with Debt Holder valued at Increases principal balance of Senior Convertible Note by $2.95 million; requires deposit of 50% of (effective 2023-02-16).

“The Company entered into an Amendment and Waiver Agreement (“Amendment”) on February 16, 2023 as a condition to the closing of the sale of the Bethard business.”

ESPORTS ENTERTAINMENT GROUP, INC. entered into Share Purchase Agreement with Gameday Group PLC valued at Total purchase consideration of approximately €9.5 million (approximately $10.2 million) comprised o (effective 2023-02-14).

“On February 14, 2023, Esports Entertainment Group, Inc. (“Company”) and Gameday Group PLC (“Purchaser”) entered into a share purchase agreement (“Purchase Agreement”) for the sale of the Company’s Bethard business, an online operator of casino and sportsbook brands that is licensed in Malta and Sweden.”

ESPORTS ENTERTAINMENT GROUP, INC. received a nasdaq extension granted notice regarding other (rules 5550(a)(2), 5550(b)(1)).

“February 8, 2023, Esports Entertainment Group, Inc. (the “Company”) received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) Hearings Panel (“Panel”) notifying the Company that it was granted continued listing of its common stock on the Capital Market tier of the Nasdaq, subject to the Company evidencing compliance with Nasdaq’s minimum bid price and $2.5 million stockholders’ equity requirement, as set forth in Nasdaq Listing Rules 5550(a)(2) and 5550(b)(1), respectively, on or before March 7, 2023 and March 31, 2023, respectively, and adhering to certain other conditions and requirement”

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.

“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”

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.

“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”

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.

“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”

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.

“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 -”

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.

“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”

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.

“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.”

Michael Villani was appointed as Interim Chief Financial Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“Effective January 6, 2023, the Company announced the appointment of Michael Villani as the Interim Chief Financial Officer, in addition to his current role as the Financial Controller.”

Damian Mathews resigned as Chief Financial Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“On December 31, 2022, Damian Mathews resigned from his position as Chief Operating Officer and Chief Financial Officer of Esports Entertainment Group, Inc. (the “Company”).”

Damian Mathews resigned as Chief Operating Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“On December 31, 2022, Damian Mathews resigned from his position as Chief Operating Officer and Chief Financial Officer of Esports Entertainment Group, Inc. (the “Company”).”

Grant Johnson resigned as Chairman and Chief Executive Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“On December 23, 2022, Grant Johnson resigned from the Board of the Company.”

Alex Igelman was appointed as Chief Executive Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“On December 23, 2022, Esports Entertainment Group, Inc. (the “Company”) announced the appointment of Alex Igelman as Chief Executive Officer, effective January 3, 2023.”

ESPORTS ENTERTAINMENT GROUP, INC. entered into Securities Purchase Agreement with Unknown (effective 2022-12-21).

“Description 3.1 Certificate of Designation of Series B Preferred Stock 4.1 Form of Warrant, dated December 21, 2022 5.1 Opinion of Westward Law Group 5.2 Opinion of Holland & Knight LLP 10.1 Securities Purchase Agreement, dated December 21, 2022 10.2 Subscription and Investment Representation Agreement, dated December 20, 2022 23.1 Consent”

ESPORTS ENTERTAINMENT GROUP, INC. received a nasdaq hearing update notice regarding market value (rules 5550(b)(2)).

“December 6, 2022, Esports Entertainment Group, Inc. (the “Company”) received a notice from The Nasdaq Stock Market LLC notifying the Company that it has not regained compliance with Listing Rule 5550(b)(2) (the “Rule”) requiring the Company to maintain a Market Value of Listed Securities at a minimum of $35 million. On November 17, 2022, in a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company presented on its plan to comply with the Rule 5550(b)(2) or alternative criteria. On November 30, 2022, the Panel granted the Company an exception until March 31, 2023 to demonstrate comp”

Jan Jones Blackhurst was appointed as Chair of the Board of Directors at ESPORTS ENTERTAINMENT GROUP, INC..

“The Company also appointed independent director Jan Jones Blackhurst as Chair of the Board of Directors, effective December 3, 2022.”

Grant Johnson departed as Chairman and Chief Executive Officer at ESPORTS ENTERTAINMENT GROUP, INC..

“Grant Johnson departed from his position as Chairman and Chief Executive Officer.”