Item 1.01 Entry right into a Material Definitive Agreement.

December 2022 Offering

On December 21, 2022, Esports Entertainment Group, Inc. (the “Company,” “we,”
“our,” and “us”) entered right into a securities buy settlement with an
institutional investor (“The SPA”). The SPA pertains to an providing of (a)
7,065,000 shares of our frequent inventory (the “Common Stock”), $0.001 par worth per
share, for a value of $0.0937 per share, on to the investor and (b)
pre-funded warrants to buy 17,850,000 shares of our Common Stock at a value
of $0.0937 per warrant, on to such investor (the “Pre-funded Warrants”),
with all however $0.001 per warrant pay as you go to the Company on the closing of the
providing. The train value of every Pre-funded Warrant is $0.001 per share of
Common Stock. The closing of the providing was accomplished on December 21, 2022.

The Pre-funded Warrants is probably not exercised to the extent they trigger the
purchaser of the Pre-funded Warrants to turn into a “beneficial owner” of greater than
4.99% of our Common Stock for functions of Section 13(d) of the Securities
Exchange Act of 1934 (the “Beneficial Ownership Limitation”). The Beneficial
Ownership Limitation could also be elevated on the discretion of the purchaser of the
Pre-funded Warrants to any share lower than or equal to 9.99% of our Common
Stock upon 61 calendar days’ discover or decreased at any time. We don’t intend
to listing the Pre-funded Warrants bought on this providing on any securities change
or different buying and selling market.

The web proceeds from the issuance and sale of the shares of Common Stock and
Pre-funded Warrants, excluding the train of the Pre-funded Warrants, was
roughly $2,146,686, after deducting the estimated providing bills
payable by us. At the closing of the providing, we remitted to the investor an
quantity equal to fifty p.c (50%) of all the web proceeds from the sale of our
frequent inventory and Pre-funded Warrants, or roughly $1,073,343. The quantities
remitted to the investor might be utilized to accrued curiosity and future curiosity
funds underneath the Senior Convertible Note. We may have broad discretion within the
use of the remaining web proceeds upon satisfying our obligation to the holder
of the Senior Convertible Note and cost of providing bills, together with for
working capital and normal company functions to assist ongoing enterprise
operations.

The shares of Common Stock and Pre-funded Warrants bought by us have been
registered pursuant to a registration assertion on Form S-3 (File No.
333-252370), which the Securities and Exchange Commission (the “Commission”)
declared efficient on February 5, 2021. A prospectus complement and accompanying
base prospectus referring to the providing have been filed with the Commission on
December 21, 2022.

The Securities Purchase Agreement comprises customary representations and
warranties and sure indemnification rights and obligations of the events.

A replica of the authorized opinion of Westward Law Group associated to the shares of
Common Stock bought within the providing is filed as Exhibit 5.1 hereto. A replica of the
authorized opinion of Holland & Knight LLP associated to the Pre-funded Warrants bought in
the providing is filed as Exhibit 5.2 hereto.

Series B Preferred Stock

On December 20, 2022, the Company entered right into a Subscription and Investment
Representation Agreement with a member of administration of the Company, who’s an
accredited investor (the “Purchaser”), pursuant to which the Company agreed to
situation and promote 100 (100) shares of the Company’s Series B Preferred
Stock, par worth $0.001 per share (the “Preferred Stock”), to the Purchaser for
$10 per share in money, or $1,000 within the mixture. The sale closed on December
21, 2022.

On December 21, 2022, the Company filed a certificates of designation (the
“Certificate of Designation”) with the Secretary of State of Nevada, efficient
as of the time of submitting, designating the rights, preferences, privileges and
restrictions of the shares of Preferred Stock. The Certificate of Designation
gives that 100 (100) shares of Preferred Stock may have 25,000,000
votes every and can vote along with the excellent shares of the Common
Stock as a single class completely with respect to any proposal to impact a
reverse inventory break up of the Common Stock. The Preferred Stock might be voted,
with out motion by the holder, on any such proposal in the identical proportion as
shares of Common Stock are voted. The Preferred Stock in any other case has no voting
rights besides as in any other case required by the Nevada Revised Statutes.

The Preferred Stock will not be convertible into, or exchangeable for, shares of any
different class or collection of inventory or different securities of the Company. The Preferred
Stock has no rights with respect to any distribution of belongings of the Company,
together with upon a liquidation, chapter, reorganization, merger, acquisition,
sale, dissolution or winding up of the Company, whether or not voluntarily or
involuntarily. The holder of the Preferred Stock is not going to be entitled to obtain
dividends of any variety.

The excellent shares of Preferred Stock shall be redeemed in entire, however not in
half, at any time (i) if such redemption is ordered by the Board of Directors in
its sole discretion or (ii) robotically upon the effectiveness of stockholder
approval of the reverse inventory break up. Upon such redemption, the holder of the
Preferred Stock will obtain consideration of $10 per share in money, or $1,000
within the mixture.

The foregoing description of the SPA, Pre-funded Warrants, Subscription and
Investment Representation Agreement and the Certificate of Designation don’t
purport to be full and are certified of their entirety by reference to the
full textual content of the SPA, type of warrant, Subscription and Investment
Representation Agreement and Certificate of Designation, that are filed as
Exhibits 10.1, 4.1, 10.2 and three.1, respectively, to this Current Report on Form
8-Okay and integrated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure required by this Item is included in Item 1.01 of this Current
Report on Form 8-Okay and is integrated herein by reference. Based partly upon
the representations of the Purchaser within the Subscription Agreement, the providing
and sale of the Preferred Stock was exempt from registration underneath Section
4(a)(2) of the Securities Act of 1933, as amended.

Item 3.03 Material Modifications to Rights of Security Holders

The disclosure required by this Item and included in Item 1.01 of this Current
Report is integrated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year

The disclosure required by this Item and included in Item 1.01 of this Current
Report is integrated herein by reference.

Exhibit
Number    Exhibit Description
3.1         Certificate of Designation of Series B Preferred Stock
4.1         Form of Warrant, dated December 21, 2022
5.1         Opinion of Westward Law Group
5.2         Opinion of Holland & Knight LLP
10.1        Securities Purchase Agreement, dated December 21, 2022
10.2        Subscription and Investment Representation Agreement, dated December
          20, 2022
23.1        Consent of Westward Law Group (included in Exhibit 5.1)
23.2        Consent of Holland & Knight LLP (included in Exhibit 5.2)
104       Cover Page Interactive Data File (embedded throughout the Inline XBRL
          doc).

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