Esports Entertainment : Regulation FD Disclosure - Form 8-K

Item 3.02 Unregistered Sale of Equity Securities.

As previously disclosed under Item 1.01, Item 3.02 and Item 5.03 of Form 8-K in Current Reports on Form 8-K filed by Esports Entertainment Group, Inc. (the "Company" "we" or "us") on April 20, 2023 and May 1, 2023, we and the holder (the "Holder") of our Senior Convertible Note, agreed to exchange and exchanged, $15,230,024 in aggregate principal amount of our Senior Convertible Note then outstanding into 15,230 shares of new Series C Convertible Preferred Stock, which Series C Convertible Preferred Stock is convertible into a number of shares of common stock determined by a formula to be applied at the time of conversion, which formula was described in such Form 8-K reports and in the Series C Convertible Preferred Stock Certificate of Designations attached as an exhibit to such Form 8-K reports, and described below.

Since our Quarterly Report on Form 10-Q filed with the SEC on November 20, 2023, for the period from November 20, 2023, through November 24, 2023, we and the Holder effected no equity conversions under the Series C Convertible Preferred Stock.

Approximately $5,509,000 in aggregate amount of the Series C Convertible Preferred Stock remains outstanding. We intend to continue to effect additional equity conversions under the same terms in the foreseeable future.