ESPORTS ENTERTAINMENT GROUP, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year (form 8-K)

Article 1.01 Execution of a Final Material Agreement.

December 2022 Offering

On December 21, 2022, Esports Entertainment Group, Inc. (the “Company”, “we”, “our” and “us”) enter into a securities purchase agreement with an institutional investor (“The SPA”). The SPA relates to an offering of (a) 7,065,000 shares of our capital stock (the “Common Shares”), $0.001 nominal value per share, for a price of $0.0937 per share, directly to the investor and (b) pre-funded warrants to purchase 17,850,000 shares of our common stock at a price of $0.0937 by order, directly to such investor (the “Pre-Funded Orders”), with all but $0.001 per warrant prepaid to the Company at the closing of the offer. The exercise price of each Pre-Funded Warrant is $0.001 per share of Common Stock. The closing of the offer was completed on December 21, 2022.

The Prefunded Warrants are not exercisable to the extent that they cause the purchaser of the Prefunded Warrants to become a “beneficial owner” of more than 4.99% of our common shares for purposes of Section 13(d) of the stock market. Law of 1934 (the “Limitation of Beneficial Ownership”). The Beneficial Ownership Limitation may be increased at the discretion of the purchaser of the Pre-Funded Warrants to any percentage less than or equal to 9.99% of our common shares upon 61 calendar days’ notice or decreased at any time. We do not intend to list the Pre-Funded Warrants sold in this offering on any stock exchange or other…