ESPORTS ENTERTAINMENT GROUP, INC. : Completion of Acquisition or Disposal of Assets (Form 8-K)

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Item 2.01 Completion of Acquisition or Disposal of Assets.

On June 10, 2022 (the “Effective Date”), Esports Entertainment Group, Inc. (the “Company”), has entered into and entered into this asset purchase agreement (the “Asset Purchase Agreement”) by and between the Company and SCV CAPITAL, LLC (the “Purchaser”) pursuant to which the Purchaser has undertaken to acquire from the Company certain assets related to its esports centers.

In consideration for the Assets Purchased (as defined in the Asset Purchase Agreement), at Closing, the Buyer assumed from the Seller, pursuant to the terms of an Assignment and Assumption Agreement (the “Agreement assignment and assumption”), (i) certain contractual responsibilities of the Seller, from and after March 1, 2022
(the “Contract Liabilities”), and (ii) the Company’s other liabilities, as defined in the Asset Purchase Agreement (the Liabilities and Contract Liabilities, the “Assumed Liabilities”).

On June 10, 2022under the Asset Purchase Agreement, the Company and the Buyer entered into a trademark license agreement (the “License Agreement”), whereby the Buyer granted the Company, for a period of six (6) months from the Effective Date, a non-exclusive, non-transferable license to use the Helix Esports brand in connection with the operation and marketing of esports and related gaming centers.

Item 2.01 of this current report on Form 8-K contains only a brief description of the material terms and does not purport to be a complete description of the rights and obligations of the parties to the asset purchase agreement, Assignment and Assumption Agreement and the License Agreement, and this description is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, the Assignment and Assumption Agreement and the License Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.



Item 9.01. Exhibits.



(d) Exhibits



Exhibit No.   Exhibit
10.1            Asset Purchase Agreement, dated June 10, 2022, by and between
              Esports Entertainment Group, Inc. and SCV CAPITAL, LLC
10.2            Assignment and Assumption Agreement, dated June 10, 2022, by and
              between Esports Entertainment Group, Inc. and SCV CAPITAL, LLC
10.3            Trademark License Agreement, dated June 10, 2022, by and between
              Esports Entertainment Group, Inc. and SCV CAPITAL, LLC
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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