GMBLW / Esports Entertainment Group, Inc. - Equity Warrant - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39262 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of registrant as spe

June 20, 2024

Exhibit 16.1 June 20, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Esports Entertainment Group, Inc. under Item 4.01 of its Form 8-K dated June 13, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Esports Entertainment

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 13, 2024 ESPORTS ENTERTAINMENT GROUP, INC.

As filed with the Securities and Exchange Commission on June 14, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 Registration No. 333-250970 REGISTRATION STATEMENT UNDER THE SEC

Registration No. 333-250970 As filed with the Securities and Exchange Commission on June 14, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 Registration No. 333-250970 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7900 2

As filed with the Securities and Exchange Commission on June 14, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 Registration No. 333-258822 Post-Effective Amendment No. 1 to FO

Registration No. 333-258822 Registration No. 333-252370 Registration No. 333-274542 As filed with the Securities and Exchange Commission on June 14, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 Registration No. 333-258822 Post-Effective Amendment No. 1 to FORM S-3 Registration No. 333-252370 Post-Effective Amendment No. 1

As filed with the Securities and Exchange Commission on June 14, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 Registration No. 333-258822 Post-Effective Amendment No. 1 to FO

Registration No. 333-258822 Registration No. 333-252370 Registration No. 333-274542 As filed with the Securities and Exchange Commission on June 14, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 Registration No. 333-258822 Post-Effective Amendment No. 1 to FORM S-3 Registration No. 333-252370 Post-Effective Amendment No. 1

As filed with the Securities and Exchange Commission on June 14, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 Registration No. 333-258822 Post-Effective Amendment No. 1 to FO

Registration No. 333-258822 Registration No. 333-252370 Registration No. 333-274542 As filed with the Securities and Exchange Commission on June 14, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 Registration No. 333-258822 Post-Effective Amendment No. 1 to FORM S-3 Registration No. 333-252370 Post-Effective Amendment No. 1

ESPORTS ENTERTAINMENT GROUP, INC. 112 NORTH CURRY STREET CARSON CITY, NV 89703-4934

ESPORTS ENTERTAINMENT GROUP, INC. 112 NORTH CURRY STREET CARSON CITY, NV 89703-4934 June 10, 2024 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Esports Entertainment Group, Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-269241 Ladies and Gentlemen: Pursuant to Rule 477 promulgated unde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39262 ESPORTS ENTERTAINME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

Esports Entertainment Group Announces Upgrade to the OTCQB

Exhibit 99.1 Esports Entertainment Group Announces Upgrade to the OTCQB St. Julian’s, Malta–March 28, 2024 – Esports Entertainment Group, Inc. (OTCQB: GMBL) (OTCQB: GMBLP) (“Esports Entertainment Group”, “EEG”, or the “Company”), a leading, global iGaming company and business-to-business (B2B) esports content and solutions provider, today announced its common stock, trading under the symbol GMBL,

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 28, 2024 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39262 ESPORTS ENTERTAI

Form of Secured Note Agreement (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K, filed with the SEC on March 13, 2024).

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

Esports Entertainment Group Announces Secured Note and Amendments to its Convertible Preferred Stock Secures Non-Convertible Secured Note of $1.42 Million and a Restructuring of the Existing Preferred Stock

Exhibit 99.1 Esports Entertainment Group Announces Secured Note and Amendments to its Convertible Preferred Stock Secures Non-Convertible Secured Note of $1.42 Million and a Restructuring of the Existing Preferred Stock St. Julian’s, Malta–March 13, 2024 – Esports Entertainment Group, Inc. (OTC Pink: GMBL) (OTC Pink: GMBLP) (OTC Pink: GMBLW) (OTC Pink: GMBLZ) (“Esports Entertainment”, “EEG”, or th

Form of the Series C Convertible Preferred Note Certificate of Designations, as amended and restated (incorporated herein by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on March 13, 2024).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF ESPORTS ENTERTAINMENT GROUP, INC. Under Section 78.1955 of the Nevada Revised Statues I, Alex Igelman, hereby certify that I am the Chief Executive Officer of Esports Entertainment Group, Inc. (the “Company”), a corporation organized and existing under the Chapter 78 of

Form of Secured Note Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the SEC on March 13, 2024).

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 7, 2024, between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (the “Buyer”), and each Subsidiary of the Company listed on the signatures page hereto giving its agreement and acknowledgment to th

Form of the Series D Convertible Preferred Note Certificate of Designations, as amended and restated (incorporated herein by reference to Exhibit 3.2 to the current report on Form 8-K filed with the SEC on March 13, 2024).

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES D CONVERTIBLE PREFERRED STOCK OF ESPORTS ENTERTAINMENT GROUP, INC. Under Section 78.1955 of the Nevada Revised Statues I, Alex Igelman, hereby certify that I am the Chief Executive Officer of Esports Entertainment Group, Inc. (the “Company”), a corporation organized and existing under the Chapter 78 of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 7, 2024 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 7, 2024 ESPORTS ENTERTAINMENT GROUP, INC.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0080 Expires: March 31, 2024 Estimated average burden hours per response 1.00 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39262 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Issuer as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 20, 2024 ESPORTS ENTERTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 20, 2024 ESPORTS ENTERTAINMENT GROUP, INC.

Esports Entertainment Group Announces Update to Voluntary Delisting from the Nasdaq

Exhibit 99.1 Esports Entertainment Group Announces Update to Voluntary Delisting from the Nasdaq St. Julian’s, Malta–February 20, 2024 – Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLP) (NASDAQ: GMBLW) (NASDAQ: GMBLZ) (“Esports Entertainment”, “EEG”, or the “Company”), a leading, global iGaming company and business-to-business (B2B) esports content and solutions provider, today ann

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

GMBL / Esports Entertainment Group, Inc. / Ayrton Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Esports Entertainment Group Announces Voluntary Delisting from the Nasdaq and Transfer to the OTCQB® Venture Market Temporary Shift to OTC Markets Expected to Drive Additional Cost Savings

Exhibit 99.1 Esports Entertainment Group Announces Voluntary Delisting from the Nasdaq and Transfer to the OTCQB® Venture Market Temporary Shift to OTC Markets Expected to Drive Additional Cost Savings St. Julian’s, Malta–February 13, 2024 – Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLP) (NASDAQ: GMBLW) (NASDAQ: GMBLZ) (“Esports Entertainment”, “EEG”, or the “Company”), a leading

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 13, 2024 ESPORTS ENTERTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 13, 2024 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 1, 2024 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 1, 2024 ESPORTS ENTERTAINMENT GROUP, INC.

Certificate of Designations of Series E Preferred Stock

Exhibit 3.1 ESPORTS ENTERTAINMENT GROUP, INC. CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES AND OTHER RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF OF SERIES E PREFERRED STOCK (Pursuant to Section 78.1955 of the Nevada Revised Statutes) ESPORTS ENTERTAINMENT GROUP, INC., a Nevada corporation (the “Corporation”), pursuant to the provisions of Section 78.1955

Subscription and Investment Representation Agreement, dated January 5, 2024

Exhibit 10.1 ESPORTS ENTERTAINMENT GROUP, INC. Series E Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT THIS AGREEMENT, dated as of January 5, 2024, is by and between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 3, 2024 ESPORTS ENTERTAINME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 3, 2024 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 22, 2023 ESPORTS ENTERTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 22, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Certificate of Change (incorporated herein by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on December 22, 2023).

Exhibit 3.1

Esports Entertainment Group Announces Reverse Stock Split

Exhibit 99.1 Esports Entertainment Group Announces Reverse Stock Split St. Julian’s, Malta–December 20, 2023–Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLP) (NASDAQ: GMBLW) (NASDAQ: GMBLZ) (“Esports Entertainment”, “EEG”, or the “Company”), a leading, global iGaming company and business-to-business (B2B) esports content and solutions provider, today announced that its Board of Dir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 19, 2023 ESPORTS ENTERTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 19, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 8, 2023 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 8, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 4, 2023 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 4, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 1, 2023 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 1, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 28, 2023 ESPORTS ENTERTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 28, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 24, 2023 ESPORTS ENTERTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 24, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39262 ESPORTS ENTERTA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 7, 2023 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 7, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 2, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 7, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 20, 2023 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 20, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 16, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 10, 2023 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 10, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Esports Entertainment Group Provides Fiscal Year-End 2023 Business Update Continues Strategic Restructuring to Optimize Operations; Reduces Total Liabilities by Over $51 Million Since Beginning of Calendar 2023 Cuts Non-Profitable Operations and Cont

Exhibit 99.1 Esports Entertainment Group Provides Fiscal Year-End 2023 Business Update Continues Strategic Restructuring to Optimize Operations; Reduces Total Liabilities by Over $51 Million Since Beginning of Calendar 2023 Cuts Non-Profitable Operations and Contracts; Projects Over $4 Million in Annual Savings Broadens Offerings with Key Partnerships in iGaming and Esports Wagering St. Julians, M

Employment Agreement, dated May 28, 2023, by and between the Company and Damian Mathews

Exhibit 10.54

Description of Securities

Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Set forth below is the description of each class of securities of Esports Entertainment Group, Inc. (the “Company”) outstanding as of June 30, 2023. The following description summarizes the most important terms of these securities. This summary does not purport to be complete

Employment Agreement, dated August 29, 2023, by and between the Company and Michael Villani

Exhibit 10.55

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39262 ESPORTS ENTERTAINMENT GROUP, INC.

Subsidiaries of Esports Entertainment Group, Inc.

Exhibit 21.1 Subsidiaries of Esports Entertainment Group, Inc. * Name of Entity Jurisdiction ggCircuit LLC Indiana Esports Services (Malta) Limited Malta Esports Entertainment (Malta) Limited Malta * The names of certain subsidiaries have been omitted from this Exhibit 21.1 in accordance with applicable rules. The omitted subsidiaries, considered in the aggregate as a single subsidiary, did not co

Escrow Agreement, dated October 6, 2023, by and among the Company, Maxim Group LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, CORPORATE ESCROW MANAGEMENT INC and InBank (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K, filed with the SEC on October 10, 2023).

Exhibit 10.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of October 6, 2023 (“Escrow Agreement”), is by and between Maxim Group LLC (“Placement Agent”); Esports Entertainment Group (the “Company”); Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the “Holder”); CORPORATE ESCROW MANAGEMENT INC, as Escrow Manager hereunder (“Escrow Manager” and, together with Placement Agent a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 6, 2023 ESPORTS ENTERTAINME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 6, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Partial Settlement of Registration Delay Payments under Registration Rights Agreement; Subsequent Placement Optional Redemption Waiver dated October 6, 2023 by and among Esports Entertainment Group, Inc. and Alto Opportunity Master Fund, SPC-Segregated Master Portfolio B (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the SEC on October 10, 2023).

Exhibit 10.1 Esports Entertainment Group Block 6, Triq Paceville, St. Julians, STJ 3109 Malta October 6, 2023 Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B c/o Ayrton Capital LLC 55 Post Rd W Westport, CT 06880 Re: Partial Settlement of Registration Delay Payments under Registration Rights Agreement; Subsequent Placement Optional Redemption of Preferred Shares Dear Sirs: Refere

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 26, 2023 ESPORTS ENTERTAI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 26, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 20, 2023 ESPORTS ENTERTAI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 20, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 14, 2023 ESPORTS ENTERTAI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 14, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 15, 2023 ESPORTS ENTERTAI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 15, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Waiver dated September 15, 2023 by and between Esports Entertainment Group, Inc. and Alto Opportunity Master Fund, SPC-Segregated Master Portfolio B (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the SEC on September 18, 2023).

Exhibit 10.1 Esports Entertainment Group Block 6, Triq Paceville, St. Julians, STJ 3109 Malta September 15, 2023 Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B c/o Ayrton Capital LLC 55 Post Rd W Westport, CT 06880 Re: Consent to future filing of registration statement or offering statement Dear Sirs: Reference is hereby made to that certain Securities Purchase Agreement, dated

Equity Distribution Agreement, dated as of September 15, 2023, by and between Esports Entertainment Group, Inc. and Maxim Group LLC (incorporated herein by reference to Exhibit 1.1 to the current report on Form 8-K, filed with the SEC on September 18, 2023).

Exhibit 1.1 ESPORTS ENTERTAINMENT GROUP, INC. Up to US$7,186,257 of Common Stock EQUITY DISTRIBUTION AGREEMENT September 15, 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, common stock of the Comp

As filed with the Securities and Exchange Commission on September 15, 2023

As filed with the Securities and Exchange Commission on September 15, 2023 Registration No.

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Esports Entertainment Group, Inc.

ESPORTS ENTERTAINMENT GROUP, INC. Up to $7,186,257 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252370 Registration No. 333-274542 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 5, 2021) ESPORTS ENTERTAINMENT GROUP, INC. Up to $7,186,257 of Common Stock We have entered into a sales agreement with Maxim Group LLC (“Maxim”) relating to the sale of shares of our common stock offered by this prospectus supplement and the accompanying

ESPORTS ENTERTAINMENT GROUP, INC. Up to $7,186,257 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252370 Registration No. 333-274542 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 5, 2021) ESPORTS ENTERTAINMENT GROUP, INC. Up to $7,186,257 of Common Stock We have entered into a sales agreement with Maxim Group LLC (“Maxim”) relating to the sale of shares of our common stock offered by this prospectus supplement and the accompanying

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 6, 2023 ESPORTS ENTERTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 6, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 5, 2023 ESPORTS ENTERTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 5, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 29, 2023 ESPORTS ENTERTAINME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 29, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 23, 2023 ESPORTS ENTERTAINME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 23, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 16, 2023 ESPORTS ENTERTAINME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 16, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis (“MD&A”) is intended to provide an understanding of our financial condition, results of operations and cash flows by focusing on changes in certain key measures from year to year. This discussion should be read in conjunction with the consolidated financial s

ESPORTS ENTERTAINMENT GROUP, INC. INDEX TO THE FINANCIAL STATEMENTS TABLE OF CONTENTS

Exhibit 99.1 ESPORTS ENTERTAINMENT GROUP, INC. INDEX TO THE FINANCIAL STATEMENTS TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 688) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID 711) F-5 Consolidated Balance Sheets as of June 30, 2022 and 2021 F-6 Consolidated Statements of Operations for the years ended June 30, 2022 and 2021 F-7 Conso

1,000,000 Shares of Common Stock Pre-funded Warrants to Purchase 4,167,959 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252370 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 5, 2021) 1,000,000 Shares of Common Stock Pre-funded Warrants to Purchase 4,167,959 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC. We are offering 1,000,000 shares of our common stock (the “Common Stock”), $0.001 par value per share, directly to an institutional investor p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 17, 2023 ESPORTS ENTERTAINME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 17, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Partial Settlement of Registration Delay Payments under Registration Rights Agreement; dated August 15, 2023 by and between Esports Entertainment Group, Inc. and Alto Opportunity Master Fund, SPC-Segregated Master Portfolio B (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K, filed with the SEC on August 16, 2023).

Exhibit 10.2 Esports Entertainment Group Block 6, Triq Paceville, St. Julians, STJ 3109 Malta August 15, 2023 Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B c/o Ayrton Capital LLC 55 Post Rd W Westport, CT 06880 Re: Partial Settlement of Registration Delay Payments under Registration Rights Agreement Dear Sirs: Reference is hereby made to (a) that certain Securities Purchase Agr

Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to the current report on Form 8-K, filed with the SEC on August 16, 2023).

Exhibit 4.1 THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. ESPORTS ENTERTAINMENT GROUP, INC. PREPAID WARRANT TO PURCHASE COMMON STOCK Warrant No.: 1 Date of Issuance: August 16, 2023 (“Issuance Date”) Esports Entertainment Group, Inc., a Nevada corporation (the “Company”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 15, 2023 ESPORTS ENTERTAINME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 15, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Securities Purchase Agreement, dated August 15, 2023 by and between Esports Entertainment Group, Inc. and Alto Opportunity Master Fund (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the SEC on August 16, 2023).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2023, is by and among Esports Entertainment Group, Inc., a Nevada corporation with headquarters located at Block 6, Triq Paceville, St. Julians, Malta, STJ 3109 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 4, 2023 ESPORTS ENTERTAINMEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 4, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 31, 2023 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 31, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Form of Common Warrant

Exhibit 4.7 COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc. Warrant Shares: Initial Exercise Date: [], 2023 CUSIP: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the “Initial E

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT August [ ], 2023 Esports Entertainment Group, Inc. Block 6, Triq Paceville St. Julians, STJ 3109 Malta Attention: Alex Igelman, Chief Executive Officer Dear Mr. Igelman: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (the “Placement Agent”) and Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), pursuan

Form of Securities Purchase Agreement

Exhibit 1.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2023 between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

As filed with the Securities and Exchange Commission on August 1, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESPORTS ENTERTAINMENT GRO

Registration No. 333-269241 As filed with the Securities and Exchange Commission on August 1, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7900 26-3062752 (State or other jurisdiction of

Form of Pre-Funded Warrant

Exhibit 4.8 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc. Warrant Shares: Initial Exercise Date: [], 2023 CUSIP: THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 25, 2023 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 25, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 19, 2023 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 19, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 13, 2023 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 13, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

As filed with the Securities and Exchange Commission on July 14, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESPORTS ENTERTAINMENT GROU

Registration No. 333-269241 As filed with the Securities and Exchange Commission on July 14, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7900 26-3062752 (State or other jurisdiction of i

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ESPORTS ENTERTAINMENT GROUP, INC.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 7, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 26, 2023 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 26, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 13, 2023 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 13, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 ESPORTS ENTERTAI

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation) (C

Esports Entertainment Group Announces Appointment of Damian Mathews as Chief Operating Officer

Exhibit 99.1 Esports Entertainment Group Announces Appointment of Damian Mathews as Chief Operating Officer Julians, Malta–May 31, 2023–Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLP) (NASDAQ: GMBLW) (NASDAQ: GMBLZ) (“Esports Entertainment” or the “Company”), a leading, global iGaming Company and business-to-business (B2B) esports content and solutions provider, today announced th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 27, 2023 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 27, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On April 19, 2023, the Company entered into an agreement with the holder of the Company’s Senior Convertible Note (the “Holder”) to exchange the $15,230,024 in aggregate principal amount of the Senior Convertible Note outstanding into the new Series C Convertible Preferred Stock (the “Series C Preferred Stock”) as part o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 ES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

Common Warrants Agreement dated May 22, 2023 (Series D Preferred Stock)

Exhibit 4.1 EXECUTION VERSION NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI

Preferred Warrants Agreement dated May 22, 2023 (Series D Preferred Stock)

Exhibit 4.2 EXECUTION VERSION NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI

Certificate of Designations of Series D Preferred Stock

Exhibit 3.1 EXECUTION COPY CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES D CONVERTIBLE PREFERRED STOCK OF ESPORTS ENTERTAINMENT GROUP, INC. Under Section 78.1955 of the Nevada Revised Statues I, Alex Igelman, hereby certify that I am the Chief Executive Officer of Esports Entertainment Group, Inc. (the “Company”), a corporation organized and existing under the Chapter 78 of the N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 22, 2023 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 22, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Registration Rights Agreement dated May 22, 2023 (Series D Preferred Stock)

EX-10.1 5 ex10-1.htm Exhibit 10.1 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2023, is by and among Esports Entertainment Group, Inc., a Nevada corporation with offices located at Block 6, Triq Paceville, St. Julians, Malta, STJ 3109 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyer

Esports Entertainment Group Provides Fiscal Third Quarter Business Update Divests Non-Core Businesses in a Company Reset to Maximize Opportunities in the Esports and E-simulator Markets Initial Restructuring Costs Reflected in Fiscal Third-Quarter Re

Exhibit 99.1 Esports Entertainment Group Provides Fiscal Third Quarter Business Update Divests Non-Core Businesses in a Company Reset to Maximize Opportunities in the Esports and E-simulator Markets Initial Restructuring Costs Reflected in Fiscal Third-Quarter Results; Anticipates Ultimate Reduction of More than $4 Million in Annual Operating Expenses Reduces Nearly $43 Million of Liabilities Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39262 ESPORTS ENTERTAINMENT

Securities Purchase Agreement dated April 30, 2023, Series D Preferred Stock

Exhibit 10.4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-39262 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Tra

Form of Preferred Warrants

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Form of Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May , 2023, is by and among Esports Entertainment Group, Inc., a Nevada corporation with offices located at Block 6, Triq Paceville, St. Julians, Malta, STJ 3109 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with th

Securities Purchase Agreement, dated April 30, 2023

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 30, 2023, is by and among Esports Entertainment Group, Inc., a Nevada corporation with headquarters located at Block 6, Triq Paceville, St. Julians, Malta, STJ 3109 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” an

Form of Common Warrants

EX-4.1 4 ex4-1.htm Exhibit 4.1 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN E

Form of Certificate of Designations of Series D Convertible Preferred Stock

Exhibit 3.2 EXECUTION COPY CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES D CONVERTIBLE PREFERRED STOCK OF ESPORTS ENTERTAINMENT GROUP, INC. Under Section 78.1955 of the Nevada Revised Statues I, Alex Igelman, hereby certify that I am the Chief Executive Officer of Esports Entertainment Group, Inc. (the “Company”), a corporation organized and existing under the Chapter 78 of the N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 28, 2023 ESPORTS ENTERTAINMEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 28, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 28, 2023 ESPORTS ENTERTAINMEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 28, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Certificate of Designations of Series C Convertible Preferred Stock

Exhibit 3.1

Form of Underwriting Agreement

Exhibit 1.1 ESPORTS ENTERTAINMENT GROUP, INC. UNDERWRITING AGREEMENT [ ], 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ESPORTS ENTERTAINMENT GROUP, INC.

Form of Warrant Agency Agreement by and between Esports Entertainment Group, Inc. and VStock Transfer, LLC

Exhibit 4.9 ESPORTS ENTERTAINMENT GROUP, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [], 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2023 (“Agreement”), between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”). W I T N E S E T H WHEREAS, pursuant to a register

As filed with the Securities and Exchange Commission on April 24, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESPORTS ENTERTAINMENT GRO

Registration No. 333-269241 As filed with the Securities and Exchange Commission on April 24, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7900 26-3062752 (State or other jurisdiction of

Form of Common Warrant

Exhibit 4.7 COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc. Warrant Shares: Initial Exercise Date: [], 2023 CUSIP: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (the “Initial E

Form of Pre-Funded Warrant

Exhibit 4.8 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc. Warrant Shares: Initial Exercise Date: [], 2023 CUSIP: THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

Form of Note to Preferred Stock Exchange Agreement

EX-1.01 2 ex1-01.htm Exhibit 1.01 Execution Version EXCHANGE AGREEMENT This Exchange Agreement (the “Agreement”) is entered into as of this 19th day of April, 2023, by and between Esports Entertainment Group, Inc., a Nevada corporation with headquarters located at Block 6, Triq Paceville, St. Julians, Malta, STJ 3109 (the “Company”), and the Holder signatory hereto (the “Holder”), with reference t

Form of the Certificate of Designations

Exhibit 1.02 Execution Version CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF ESPORTS ENTERTAINMENT GROUP, INC. Under Section 78.1955 of the Nevada Revised Statues I, Alex Igelman, hereby certify that I am the Chief Executive Officer of Esports Entertainment Group, Inc. (the “Company”), a corporation organized and existing under the Chapter 78 of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 20, 2023 ESPORTS ENTERTAINMEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 20, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 6, 2023 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 6, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 16, 2023 ESPORTS ENTERTAINMEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 16, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 9, 2023 ESPORTS ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 9, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 24, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On February 24, 2023, (“Closing Date”), Esports Entertainment Group, Inc., a Nevada corporation (“Company”), pursuant to a stock purchase agreement (“Purchase Agreement”) dated February 14, 2023 with Gameday Group PLC, a Malta company (“Purchaser”), completed the divestiture of Prozone Limited, a Malta company containing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39262 ESPORTS ENTERTAINME

Share Purchase Agreement dated February 14, 2023 by and among Esports Entertainment Group, Inc. and Gameday Group PLC

Exhibit 10.1

Amendment and Waiver Agreement dated February 16, 2023 by and among Esports Entertainment Group, Inc. and Alto Opportunity Master Fund, SPC-Segregated Master Portfolio B

Exhibit 10.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 14, 2023 ESPORTS ENTERTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 14, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Esports Entertainment Group, Inc. Announces Sale of the Bethard Business and Amendment to Senior Convertible Note

Exhibit 99.1 Esports Entertainment Group, Inc. Announces Sale of the Bethard Business and Amendment to Senior Convertible Note St. Julians, Malta—(Newsfile Corp. – February 17, 2023) – Esports Entertainment Group, Inc. (NASDAQ:GMBL) (NASDAQ:GMBLP) (NASDAQ:GMBLW) (NASDAQ:GMBLZ) (the “Company”) today announced that it has entered into a share purchase agreement (“Purchase Agreement”) dated February

GMBL / VGambling Inc. / Ayrton Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

GMBL / VGambling Inc. / Brownstone Energy Inc. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Joint Filing Agreement (filed herewith)

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-39262 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 7, 2023 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 7, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 8, 2023 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 8, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 31, 2023 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 31, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Form of Letter of Consent between the Company and the Holder of the Senior Convertible Note

Exhibit 10.1 Esports Entertainment Group Block 6, Triq Paceville, St. Julians, STJ 3109 Malta [●] Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B c/o Ayrton Capital LLC 55 Post Rd W Westport, CT 06880 Re: Conversion Price Reduction Dear Sirs: Reference is hereby made to that certain Securities Purchase Agreement, dated May 28, 2021, by and among Esports Entertainment Group, Inc.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 26, 2023 ESPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 26, 2023 ESPORTS ENTERTAINMENT GROUP, INC.

Employment Agreement with Alex Igelman

Exhibit 10.46

As filed with the Securities and Exchange Commission on January 13, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESPORTS ENTERTAINMENT GROUP, INC. (Exac

Registration No. As filed with the Securities and Exchange Commission on January 13, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7900 26-3062752 (State or other jurisdiction of incorporation of organizatio

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ESPORTS ENTERTAINMENT GROUP, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 31, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 22, 2022 ESPORTS ENTERTAIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 22, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Securities Purchase Agreement, dated December 21, 2022

Exhibit 10.1

Warrant Agency Agreement by and between Esports Entertainment Group, Inc. and VStock Transfer, LLC including Form of Warrant, dated December 21, 2022

EX-4.1 3 ex4-1.htm Exhibit 4.1 THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. Esports Entertainment Group, Inc. Prepaid Warrant To Purchase Common Stock Warrant No.: 1 Date of Issuance: December 21, 2022 (“Issuance Date”) Esports Entertainment Group, Inc., a Nevada corpo

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 20, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

Subscription and Investment Representation Agreement, dated December 20, 2022

Exhibit 10.2 ESPORTS ENTERTAINMENT GROUP, INC. Series B Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT THIS AGREEMENT, dated as of December 21, 2022, is by and between Esports Entertainment Group, Inc., a Nevada corporation (the ?Company?), and the undersigned subscriber (the ?Subscriber?). In consideration of the mutual promises contained herein, and other good, valuable and

Certificate of Designation of Series B Preferred Stock

EX-3.1 2 ex3-1.htm Exhibit 3.1 ESPORTS ENTERTAINMENT GROUP, INC. CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES AND OTHER RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF OF SERIES B PREFERRED STOCK (Pursuant to Section 78.1955 of the Nevada Revised Statutes) ESPORTS ENTERTAINMENT GROUP, INC., a Nevada corporation (the “Corporation”), pursuant to the provisions

GMBL / VGambling Inc. / Ayrton Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1)

Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, $.

7,065,000 Shares of Common Stock Pre-funded Warrants to Purchase 17,850,000 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252370 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 5, 2021) 7,065,000 Shares of Common Stock Pre-funded Warrants to Purchase 17,850,000 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC. We are offering 7,065,000 shares of our common stock (the “Common Stock”), $0.001 par value per share, directly to an institutional investor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 6, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 3, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

Esports Entertainment Group Receives Approval for Continued Nasdaq Listing

Exhibit 99.1 Esports Entertainment Group Receives Approval for Continued Nasdaq Listing St. Julians, Malta ? December 5, 2022 ? Esports Entertainment Group, Inc. (Nasdaq: GMBL, GMBLP, GMBLW, GMBLZ) (or the ?Company?) today announced that on November 30, 2022, the Nasdaq Hearings Panel granted its request for continued listing on The Nasdaq Capital Market (?Nasdaq?). The Company?s continued listing

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 30, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39262 ESPORTS ENTERTAINM

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 ESPORTS ENTE

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 ESPORTS ENTE

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation

Letter, dated October 28, 2022 from Friedman LLP to the Securities and Exchange Commission, regarding change in certifying accountant of the Company

Exhibit 16.1 October 28, 2022 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read the statements made by Esports Entertainment Group, Inc. under Item 4.01 of its Form 8-K dated October 28, 2022. We agree with the statements concerning our firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Esports Entertai

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 11, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

Esports Entertainment Group Reports Fiscal 2022 Fourth Quarter Revenue of $11.7 Million

Exhibit 99.1 Esports Entertainment Group Reports Fiscal 2022 Fourth Quarter Revenue of $11.7 Million Hoboken, New Jersey-(Newsfile Corp. - October 13, 2022) - Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLP) (NASDAQ: GMBLW) (NASDAQ: GMBLZ) (or the ?Company?) today announced its financial results for the fiscal 2022 fourth quarter ended June 30, 2022. Fiscal Fourth Quarter 2022 Fina

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 13, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39262 ESPORTS ENTERTAINMENT GROUP, INC.

Description of Securities

Exhibit 4.4 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Set forth below is the description of each class of securities of Esports Entertainment Group, Inc. (the “Company”) outstanding as of June 30, 2022. The following description summarizes the most important terms of these securities. This summary does not purport to be complete

Subsidiaries of Esports Entertainment Group, Inc.

Exhibit 21.1 Subsidiaries of Esports Entertainment Group, Inc. * Name of Entity Jurisdiction Esports Entertainment (EGL) Inc. Delaware Helix E-Sports LLC Delaware Helix Holdings LLC Delaware Helix Opportunity Zone Fund I LLC Delaware ggCircuit LLC Indiana GMBL New Jersey Inc. New Jersey Vie Esports Services B.V. Curaçao Argyll Productions Ltd England and Wales Phoenix Games Network Limited England

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 10.34 October 13, 2021 Esports Entertainment Group, Inc. 13/14 Penthouse Office Mannarino Road Birkirkara, Malta, BKR 9080 Attn: Grant Johnson VIA ELECTRONIC MAIL Re: Waiver Dear Mr. Johnson: Reference is made to that certain Securities Purchase Agreement, dated as of May 28, 2021 (the “Purchase Agreement”), between Esports Entertainment Group, Inc. (the “Company”) and Alto Opportunity Mas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-39262 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Tran

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 15, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

Esports Entertainment Group Announces Pricing of $7.5 Million Public Offering of Common Stock and Warrants

Exhibit 99.1 Esports Entertainment Group Announces Pricing of $7.5 Million Public Offering of Common Stock and Warrants Hoboken, New Jersey?(Newsfile Corp. ? September 15th, 2022) - Esports Entertainment Group, Inc. (NASDAQ: GMBL) (the ?Company?) today announced the pricing of its previously announced underwritten public offering of 30,000,000 shares of common stock and accompanying warrants to pu

Warrant Agency Agreement by and between Esports Entertainment Group, Inc. and VStock Transfer, LLC including Form of Warrant, dated September 19, 2022

Exhibit 4.1 ESPORTS ENTERTAINMENT GROUP, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of September 19, 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of September 19, 2022 (?Agreement?), between Esports Entertainment Group, Inc., a Nevada corporation (the ?Company?), and VStock Transfer, LLC (the ?Warrant Agent?). W I T N E S S E T H WHEREAS,

Underwriting Agreement between and among the Company and Maxim Group LLC and Joseph Gunnar & Co., LLC, as representative, dated September 15, 2022

EX-1.1 2 ex1-1.htm Exhibit 1.1 30,000,000 Shares of Common Stock and Warrants to Purchase 30,000,000 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC. UNDERWRITING AGREEMENT September 15, 2022 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Joseph Gunnar & Co., LLC 30 Broad Street, 11th Floor New York, New York 10004 Ladies and Gentlemen: Esports Entertainment Group, Inc., a

30,000,000 Shares of Common Stock Warrants to Purchase 30,000,000 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252370 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 5, 2021) 30,000,000 Shares of Common Stock Warrants to Purchase 30,000,000 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC. We are offering, on a firm commitment basis, (a) 30,000,000 shares of our common stock (the ?Common Stock?), $0.001 par value per share and (b) warrant

Shares of Common Stock or Pre-Funded Warrants Warrants to Purchase Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252370 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This preliminary prospectus su

Employment Agreement, and addendums thereto, dated December 17, 2018, by and between Esports Entertainment Group, Inc. and Jennifer Pace

Exhibit 10.1

Director Agreement, dated August 25, 2022, by and between Esports Entertainment Group, Inc. and John Brackens

Exhibit 10.2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation)

Completion of Acquisition or Disposition of Assets, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation) (

Asset Purchase Agreement, dated June 10, 2022, by and between Esports Entertainment Group, Inc. and SCV CAPITAL, LLC

Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into as of June 10, 2022 by and among ESPORTS ENTERTAINMENT GROUP, INC., a Nevada corporation (the ?Seller?) and SCV CAPITAL, LLC, a Delaware limited liability company (the ?Buyer?). BACKGROUND WHEREAS, the Seller, through its wholly owned subsidiary, Helix Holdings, LLC, owns and operates esp

Trademark License Agreement, dated June 10, 2022, by and between Esports Entertainment Group, Inc. and SCV CAPITAL, LLC

Exhibit 10.3 TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (this ?Agreement?) is made effective as of June 10, 2022 (the ?Effective Date?) by and between SCV Capital, LLC, a Delaware limited liability company (?Licensor?), and Esports Entertainment Group, Inc., a Nevada corporation (?Licensee?). Licensor and Licensee are hereinafter sometimes referred to individually as a ?Party? an

Assignment and Assumption Agreement, dated June 10, 2022, by and between Esports Entertainment Group, Inc. and SCV CAPITAL, LLC

Exhibit 10.2 BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (the ?Bill of Sale?) is made, executed and delivered effective as of June 10, 2022, by ESPORTS ENTERTAINMENT GROUP, INC., a Nevada corporation (the ?Assignor?) and SCV CAPITAL, LLC, a Delaware limited liability company (the ?Assignee?). WHEREAS, pursuant to the term of that c

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation) (

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation) (C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation) (C

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 23, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

Esports Entertainment Group Reports Fiscal 2022 Third Quarter Revenue of $15.7 Million Updates Fiscal 2022 Revenue Guidance to $55 to $60 Million

Exhibit 99.1 Esports Entertainment Group Reports Fiscal 2022 Third Quarter Revenue of $15.7 Million Updates Fiscal 2022 Revenue Guidance to $55 to $60 Million Hoboken, New Jersey ? May 23, 2022 ? Esports Entertainment Group, Inc. (NasdaqCM: GMBL, GMBLW) (or the ?Company?) today announced financial results for its fiscal 2022 third quarter ended March 31, 2022. Fiscal Third Quarter 2022 Financial R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39262 ESPORTS ENTERTAINMENT

Master Services Agreement

Exhibit 10.1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-39262 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Tra

Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation) (Co

Esports Entertainment Group Announces Appointment of Jan Jones Blackhurst to Board of Directors

Exhibit 99.1 Esports Entertainment Group Announces Appointment of Jan Jones Blackhurst to Board of Directors Hoboken, New Jersey?(Newsfile Corp. ? May 3, 2022) ? Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLW) (or the ?Company?) today announced the appointment of Ms. Jan Jones Blackhurst to the Company?s Board of Directors. Ms. Jones Blackhurst satisfies the criteria for independe

Form Director Agreement

Exhibit 10.1 Esports Entertainment Group Block 6, Level 2, Triq Paceville, St Julians STJ 3109 Malta 20 Dear : This is to confirm the terms of your appointment as a Non-Executive Director of Esports Entertainment Group, Inc. (the ?Company?). Your appointment is contingent upon approval by the existing Board and/or shareholders in accordance with the Company?s bylaws. Overall, in terms of time comm

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation) (

GMBL / VGambling Inc. / Brownstone Energy Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Esports Entertainment Group, Inc.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulati

Esports Entertainment Group Appoints Damian Mathews as Chief Financial Officer

Exhibit 99.1 Esports Entertainment Group Appoints Damian Mathews as Chief Financial Officer Hoboken, New Jersey?(Newsfile Corp. ? March 14, 2022) ? Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLW) (or the ?Company?) today announced that it has named Damian Mathews, a member of the Company?s Board of Directors and Chairman of the Audit Committee, as its new Chief Financial Officer e

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 26-3062752 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation) (

Letter of Resignation

Exhibit 17.1 Warwick Bartlett Rose Cottage 28 Bowling Green Road Castletown Isle of Man IM9 1EB British Isles Friday 4th March 2022. Grant Johnson Chief Executive Esports Entertainment Group, Inc. Block 6 Triq Paceville St Julians Birkirkara Malta Dear Grant Please accept this letter as notification that I offer my resignation as an independent director of Esports Entertainment Group, Inc. and all

Warrant Agency Agreement by and between Esports Entertainment Group, Inc. and VStock Transfer, LLC including Form of Warrant, dated March 2, 2022

Exhibit 4.1 ESPORTS ENTERTAINMENT GROUP, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of March 2, 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of March 2, 2022 (?Agreement?), between Esports Entertainment Group, Inc., a Nevada corporation (the ?Company?), and VStock Transfer, LLC (the ?Warrant Agent?). W I T N E S S E T H WHEREAS, pursuant t

Underwriting Agreement between and among the Company and Maxim Group LLC and Joseph Gunnar & Co., LLC, as representative, dated February 27, 2022

Exhibit 1.1 15,000,000 Shares of Common Stock and Warrants to Purchase 15,000,000 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC. UNDERWRITING AGREEMENT February 27, 2022 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Joseph Gunnar & Co., LLC 30 Broad Street, 11th Floor New York, New York 10004 Ladies and Gentlemen: Esports Entertainment Group, Inc., a Nevada corporation (

Esports Entertainment Group Announces Pricing of $15 Million Public Offering of Common Stock and Warrants

Exhibit 99.1 Esports Entertainment Group Announces Pricing of $15 Million Public Offering of Common Stock and Warrants Hoboken, New Jersey?(Newsfile Corp. ? February 27, 2022) ? Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLW) (or the ?Company?) today announced the pricing of its previously announced underwritten public offering of 15,000,000 shares of common stock and accompanying

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 27, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

15,000,000 Shares of Common Stock Warrants to Purchase 15,000,000 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252370 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 5, 2021) 15,000,000 Shares of Common Stock Warrants to Purchase 15,000,000 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC. We are offering, on a firm commitment basis, (a) 15,000,000 shares of our common stock (the ?Common Stock?), $0.001 par value per share and (b) warrant

Shares of Common Stock or Pre-Funded Warrants Warrants to Purchase Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252370 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This preliminary prospectus su

Senior Convertible Note Exchange Agreement

Exhibit 4.1 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI

Esports Entertainment Group Reports Fiscal 2022 Second Quarter Revenue of $14.5 Million Sets Revised Fiscal 2022 Revenue Guidance Range of $70 to $75 Million

Exhibit 99.1 Esports Entertainment Group Reports Fiscal 2022 Second Quarter Revenue of $14.5 Million Sets Revised Fiscal 2022 Revenue Guidance Range of $70 to $75 Million Hoboken, New Jersey ? February 22, 2022 ? Esports Entertainment Group, Inc. (Nasdaq: GMBL, GMBLW, GMBLP) (or the ?Company?) today announced financial results for its fiscal 2022 second quarter ended December 31, 2021. Fiscal Seco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39262 ESPORTS ENTERTAINME

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 22, 2022 ESPORTS ENTERTAINMENT GROUP, INC.

Letter Agreement, dated November 2, 2021, by and between Esports Entertainment Group, Inc. and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B

Exhibit 10.1 November 2, 2021 Esports Entertainment Group, Inc. 13/14 Penthouse Office Mannarino Road Birkirkara, Malta, BKR 9080 Attn: Grant Johnson VIA ELECTRONIC MAIL Re: Waiver Dear Mr. Johnson: Reference is made to that certain Securities Purchase Agreement, dated as of May 28, 2021 (the ?Purchase Agreement?), between Esports Entertainment Group, Inc. (the ?Company?) and Alto Opportunity Mast

Form Exchange Agreement

Exhibit 10.3 EXCHANGE AGREEMENT This Exchange Agreement (the ?Agreement?) is entered into as of the 22nd day of February, 2022, by and among Esports Entertainment Group, Inc., a Nevada corporation (the ?Company?) and the investor signatory hereto (the ?Holder?), with reference to the following facts: A. Prior to the date hereof, pursuant to that Securities Purchase Agreement, dated as of May 28, 2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-39262 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2022 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of Registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation

Esports Entertainment Group Appoints Stuart Tilly as Chief Operating Officer

Exhibit 99.1 Esports Entertainment Group Appoints Stuart Tilly as Chief Operating Officer Jan 29, 2022 Hoboken, New Jersey?(Newsfile Corp. ? January 28, 2022) ? Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLW) (or the ?Company?) announced today that it has named Stuart Tilly as the Company?s Chief Operating Officer, effective immediately. Tilly has more than 15 years of experience

Submission of Matters to a Vote of Security Holders

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): December 20, 2021 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-39262 26-3062752 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

Underwriting Agreement between and among the Company and Maxim Group LLC and Joseph Gunnar & Co., LLC, as representative, dated November 11, 2021

Exhibit 1.1 ESPORTS ENTERTAINMENT GROUP, INC. UNDERWRITING AGREEMENT November 11, 2021 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Joseph Gunnar & Co., LLC 30 Broad Street, 11th Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Esports Entertainment Group, Inc., a Nevada corporation (the ?Company?), propos

Esports Entertainment Group Announces Pricing of $8.0 Million Public Offering of 10.0% Series A Cumulative Redeemable Convertible Preferred Stock

Exhibit 99.1 Esports Entertainment Group Announces Pricing of $8.0 Million Public Offering of 10.0% Series A Cumulative Redeemable Convertible Preferred Stock Hoboken, New Jersey?(Newsfile Corp. - November 11, 2021) - Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLW) (the ?Company?) today announced the pricing of its previously announced underwritten registered public offering of 80

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 10, 2021 ESPORTS ENTERTAINMENT GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55954 ESPORTS ENTERTAINM

800,000 Shares 10.0% Series A Cumulative Redeemable Convertible Preferred Stock $10.00 per Share Liquidation Preference: $11.00 Per Share Redemption Price: $11.00 Per Share ESPORTS ENTERTAINMENT GROUP, INC. 800,000 Shares of 10.0% Series A Cumulative

Filed Pursuant to Rule 424(b)(2) Registration No. 333-252370 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 5, 2021) 800,000 Shares 10.0% Series A Cumulative Redeemable Convertible Preferred Stock $10.00 per Share Liquidation Preference: $11.00 Per Share Redemption Price: $11.00 Per Share ESPORTS ENTERTAINMENT GROUP, INC. 800,000 Shares of 10.0% Series A Cumulative Redeemable Convertible

Esports Entertainment Group First Quarter Revenue Rises 86% Q/Q to $16.4 Million Year-over-Year and Quarterly Sequential Growth Continues Reaffirms Fiscal 2022 Revenue Guidance of Over $100 Million

Exhibit 99.1 Esports Entertainment Group First Quarter Revenue Rises 86% Q/Q to $16.4 Million Year-over-Year and Quarterly Sequential Growth Continues Reaffirms Fiscal 2022 Revenue Guidance of Over $100 Million Hoboken, New Jersey ? November xx, 2021 (GLOBE NEWSWIRE): Esports Entertainment Group, Inc. (NasdaqCM: GMBL, GMBLW) (or the ?Company?) today announced financial results for its fiscal 2022

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 15, 2021 ESPORTS ENTERTAINMENT GROUP, INC.

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 ESPORTS ENTERTAINMENT GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 26-3062752 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifi

Certificate of Designation with respect to the 10.0% Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.001 per share, dated November 10, 2021

Exhibit 3.3 1 2 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES 10.0% SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE PREFERRED STOCK OF ESPORTS ENTERTAINMENT GROUP, INC. The undersigned, Grant Johnson, does hereby certify that: 1. He is the Chief Executive Officer, of Esports Entertainment Group, Inc., a Nevada Corporation (the ?Corporation? or the ?Company?). 2. The Corporation is authorized to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Esports Entertainment Group Announces Launch of Public Offering of 1,500,000 Shares of Preferred Stock

Exhibit 99.1 Esports Entertainment Group Announces Launch of Public Offering of 1,500,000 Shares of Preferred Stock Hoboken, New Jersey ? (Newsfile Corp. ? November 3, 2021) ? Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLW) (or the ?Company?) today announced it has commenced an underwritten registered public offering of its 10.0% Series A Cumulative Redeemable Convertible Preferre

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 2, 2021 ESPORTS ENTERTAINMENT GROUP, INC.

ESPORTS ENTERTAINMENT GROUP, INC. 1,500,000 Shares of 10.0% Series A Cumulative Redeemable Convertible Preferred Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252370 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This preliminary prospectus su

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 21, 2021 ESPORTS ENTERTAINMENT GROUP, INC.

Director Agreement by and between the Company and Mr. Nielsen dated October 21, 2021

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55954 ESPORTS ENTERTAINMENT GROUP, IN

C O R P O R A T E P A R T I C I P A N T S

Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S Grant Johnson, Chief Executive Officer, and Chairman Daniel Marks, Chief Financial Officer Jeff Cohen, Vice President Strategy & Investor Relations C O N F E R E N C E C A L L P A R T I C I P A N T S Michael Kupinski, NOBLE Capital Markets Scott Buck, H.C. Wainwright & Co., LLC Mike Hickey, Benchmark Company Lisa Springer, Singular Research P

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 13, 2021 ESPORTS ENTERTAINMENT GROUP, INC.