Esports Entertainment Group, Inc. announced that it expects to receive $4.3 million in funding from Ayrton Capital LLC

Esports Entertainment Group, Inc. announced that it has entered into a securities purchase agreement with an institutional investor, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, managed by Ayrton Capital LLC for 4,300 shares of new Series D Convertible Preferred Stock at a price of $1,000 per share, preferred warrants to purchase 4,300 shares of our Series D Preferred Stock at a price of $1,000 per share and cashless common warrants to purchase 1,433,333 shares of our Common Stock at a price of $1.96 per share for aggregate proceeds of $4,300,000 on April 30, 2023. The transactions contemplated by the securities purchase agreement and the designation of 10,000 shares of preferred stock as Series D preferred stock, with a par value of $0.001 per share, to be effective upon filing of a Series D Certificate of Designations with the Secretary of State of the State of Nevada, were approved by the board of directors. The conversion price shall mean $3.00.

“Alternate Conversion Price” shall mean 90% of the lowest VWAP (as defined in the Series D Certificate of Designations) of the 10 trading days ending and including the date of conversion. “Floor Price” shall mean $0.39. The dividends on the Series D preferred stock will accrue daily at a rate equal to 8.0% per annum, increasing 0.50% each 135-day anniversary from the date of issuance and be payable by way of inclusion of the dividends in the conversion amount on each conversion date in accordance with an optional conversion or upon any redemption hereunder.

The common warrants and preferred warrants expire in five years. The common warrants have a cashless exercise provision. If and when the preferred warrants are exercised, pursuant to the terms of the common warrants, the number of shares of common stock that will be issuable under the common warrants will increase by an amount equal to the aggregate value of the shares of Series D preferred stock.

The placement agent to receive a placement agent fee at the closing of the transactions contemplated by the securities purchase agreement, representing 7.0% of the gross cash proceeds at the closing. The closing of the offering is expected to occur during the first week of May 2023, subject to customary and other closing conditions.