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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 1, 2021

 

ALLIED ESPORTS ENTERTAINMENT, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38266   82-1659427
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

17877 Von Karman Avenue, Suite 300

Irvine, California, 92614

(Address of Principal Executive Offices) (Zip Code)

 

(949) 265-2600

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   AESE   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 28, 2021, the special meeting of the stockholders (the “Special Meeting”) of Allied Esports Entertainment, Inc. (the “Company”) was convened and adjourned without any business being conducted due to the fact that quorum was not achieved. The Special Meeting was adjourned until July 1, 2021. At the Special Meeting on July 1, 2021, the Company’s stockholders took the following actions:

 

  (i) The stockholders approved the Amended and Restated Stock Purchase Agreement dated effective March 19, 2021, as amended on March 29, 2021 (as amended, the “Stock Purchase Agreement”), by and among the Company, Allied Esports Media, Inc., Club Services, Inc., and Element Partners, LLC. There were 23,791,653 votes cast approving the Stock Purchase Agreement, 110,984 votes cast against the Stock Purchase Agreement, and 28,903 votes abstentions.

 

  (ii) The stockholders approved the proposal to adjourn the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Stock Purchase Agreement if there were insufficient votes at the time of the Special Meeting to approve and adopt the Stock Purchase Agreement. There were 23,663,728 votes for the proposal, 235,029 votes against, and 32,783 vote abstentions.

 

The Company intends to close the sale transaction contemplated by the Stock Purchase Agreement once the remaining conditions to closing are satisfied or waived in accordance with the terms of the Stock Purchase Agreement.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 8, 2021

 

  ALLIED ESPORTS ENTERTAINMENT, INC.
   
  By:  /s/ Anthony Hung
    Anthony Hung
Chief Financial Officer