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 Exchange Act of 1934


Date of Report (Date of earliest event reported): April 1, 2017


                         Esports Entertainment Group, Inc.                      

(Exact name of registrant as specified in its charter)


                                         Nevada                                      

(State or other jurisdiction of incorporation)


                                 333-156302                             

(Commission File Number)


                                 26-3062752                              

(IRS Employer Identification No.)


Commercial Centre, Jolly Harbour

           St. Mary’s, Antigua and Barbuda           

(Address of principal executive offices and Zip Code)


                                       268-562-9111                                 

Registrant's telephone number, including area code




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications 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-(b))


[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 





Item 3.02  Unregistered Sales of Equity Securities


The Company issued 1,077,407 shares of its common stock in various private placement transaction between April 1, 2017 and September 21, 2017.


The Company issued 847,107 shares in consideration for $103,602 services provided to the Company. The Company issued 230,300 shares in consideration for $57,575 in interest costs incurred by the Company.


The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with sale of the securities described above.  The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.


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.


Dated: January 11, 2018

ESPORTS ENTERTAINMENT GROUP, INC.

 


By: /s/ Grant Johnson

     Grant Johnson

     Chief Executive Officer