Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported, on December 21, 2020, Esports Entertainment Group, Inc. (the "Company") entered into a share purchase agreement (the "Purchase Agreement"), by and among the Company, Phoenix Games Network Limited, a company registered in England and Wales ("Phoenix"), and the shareholders of Phoenix (the "Phoenix Shareholders" and, together with Phoenix, the "Sellers"), whereby the Company acquired from the Sellers all of the issued and outstanding share capital of Phoenix (the "Phoenix Shares"). Pursuant to the Purchase Agreement, as consideration for the Phoenix Shares, the Company agreed to pay the Sellers: (i) GBP £1,000,000 (the "Original Cash Consideration"); and (ii) shares of common stock of the Company, par value $0.0001 per share, in the aggregate value of GBP£3,000,000 (the "Original Share Consideration" and, together with the Cash Consideration, the "Original Purchase Price"), subject to adjustment based on certain revenue milestones as outlined therein.

On January 21, 2021, the Company and Sellers, having met all conditions precedent, consummated the closing for the Phoenix Shares pursuant to the terms of the Purchase Agreement. The Original Purchase Price was adjusted at closing and as consideration for the Phoenix Shares, the Company paid the Sellers: (i) GBP £350,000 (US $493,495.35) (the "Closing Cash Consideration"); and (ii) 292,211 shares of common stock of the Company, par value $0.0001 per share (aggregate value of $1,927,647.49) (the "Closing Share Consideration" and, together with the Cash Closing Consideration, the "Closing Purchase Price"). The Closing Cash Consideration was paid in US Dollars and was calculated in accordance with the applicable exchange rate on the Closing Date (as such term is defined in the Purchase Agreement). The Sellers shall remain eligible to receive the remainder of the Original Purchase Price upon Phoenix meeting the aforementioned Revenue Targets by May 16, 2021.

Pursuant to the Purchase Agreement, Sellers shall be entitled to receive an additional GBP£2,000,000 if Phoenix has reached certain revenue milestones by the 18 month anniversary of the Closing Date as further outlined therein.

The Purchase Agreement contains customary representations, warranties, covenants, indemnification and other terms for transactions of a similar nature.

Item 2.01 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Purchase Agreement, and such description is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Share Consideration was not registered under the Securities Act but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act.




Item 8.01 Other Events.

On January 21, 2021, the Company issued a press release announcing the consummation of the Purchase Agreement. A copy of the press release is provided as Exhibit 99.1 to this Current Report.





Item 9.01. Exhibits.



(d) Exhibits



Exhibit No.   Exhibit
10.1            Share Purchase Agreement, dated December 17, 2020, by and among
              Esports Entertainment Group, Inc., Phoenix Games Network Limited,
              and the shareholders of Phoenix Games Network Limited (incorporated
              herein by reference to Exhibit 10.1 to that Current Report on Form
              8-K filed with the Securities and Exchange Commission on December
              21, 2020)
99.1            Press Release

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