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





On January 26, 2023, Esports Entertainment Group, Inc. (the "Company," "we,"
"our," and "us") held its 2022 annual meeting of stockholders (the "Annual
Meeting"). Greater than 41% of the shares of common stock outstanding and
entitled to vote on Proposals 1-5 at the Annual Meeting were present in person
or by proxy thereby constituting a quorum. Greater than 98% of the shares of
common stock outstanding and entitled to vote on Proposal 6 at the Annual
Meeting were present in person or by proxy.



The matters that were voted upon at the Annual Meeting, and the number of votes
cast for or against/withheld, as well as the number of abstentions, as to such
matters, where applicable, are set forth in the table below. With respect to the
election of Jan Jones Blackhurst, Damian Mathews, Alan Alden, and Chul Woong Lim
as directors to each serve a one-year term on the Board of Directors of the
Company (the "Board") and until each of their successors is elected and
qualified, each nominee received the number of votes set forth opposite their
name.



Proposal                                                                   Number of Votes
                                    Common Stock        Percent of             Votes
                                     Voted For          Votes Cast

Against/Withheld Abstentions Broker Non-Votes Election of Jan Jones Blackhurst (Proposal 1)

                 11,282,522             72.05 %            4,376,944          180,596             16,360,327
Election of Damian Mathews
(Proposal 1)                            11,275,584             72.04 %            4,375,382          189,096             16,360,327
Election of Alan Alden
(Proposal 1)                            10,984,880             70.16 %            4,672,835          182,347             16,360,327
Election of Chul Woong Lim
(Proposal 1)                             4,058,003             32.92 %            8,268,294        3,513,765             16,360,327
Non-binding advisory vote, to
approve the compensation of the
Company's named executive
officers as disclosed in this
proxy statement (Proposal 2)             3,148,691             20.41 %           12,277,480          413,891             16,360,327
Ratification the selection of
Marcum LLP (formerly Friedman
LLP) as the Company's
independent registered public
accounting firm for the fiscal
year ending June 30, 2023
(Proposal 3)                            30,388,681             95.06 %            1,578,765          232,943                      -
Potential issuance of an excess
of 19.99% of our outstanding
common stock, par value $0.001
per share (the "Common Stock"),
upon the conversion of the
Company's outstanding Senior
Convertible Note (Proposal 4)            9,733,283             62.13 %            5,933,533          173,246             16,360,327
Potential issuance of our
outstanding Common Stock upon
the conversion of a new
perpetual convertible preferred
stock to be issued in exchange
for the Senior Convertible
Note, as part of the Company's
approved plan of compliance
with the Nasdaq Listing Rules
(Proposal 5)                             9,612,144             61.78 %            5,945,603          282,315             16,360,327
To approve a reverse stock
split of the Common Stock at a
ratio of not less than
one-for-twenty (1-for-20) and
not more than
one-for-one-hundred
(1-for-100), with our Board of
Directors having the discretion
as to the exact ratio of any
reverse stock split to be set
within the above range, without
a corresponding reduction in
the total number of authorized
shares of Common Stock, and to
be in effect no later than the
earlier of the next Annual
Meeting or the anniversary of
this year's Annual Meeting
(Proposal 6)                         1,567,957,448             62.32 %          947,839,427           43,187             16,360,327











On the basis of the above votes, (i) Jan Jones Blackhurst, Damian Mathews, Alan
Alden and Chul Woong Lim were elected as members of the Board; (ii) the proposal
to approve, in a non-binding advisory vote, the compensation of the Named
Executive Officers was not approved; (iii) the proposal to ratify the selection
of Marcum LLP, as the Company's independent registered public accountant for the
fiscal year ending June 30, 2023 was approved; (iv) the proposal to approve the
potential issuance of an excess of 19.99% of the Company's outstanding Common
Stock upon the conversion of an outstanding Senior Convertible Note was
approved; (v) the proposal for the potential issuance of our outstanding Common
Stock upon the conversion of a new perpetual convertible preferred stock to be
issued in exchange for the Senior Convertible Note, as part of the Company's
approved plan of compliance with the Nasdaq Listing Rules was approved; and (vi)
the proposal to approve the reverse stock split of the Common Stock at a ratio
of not less than one-for-twenty (1-for-20) and not more than one-for-one-hundred
(1-for-100), with our Board of Directors having the discretion as to the exact
ratio of any reverse stock split to be set within the above range, without a
corresponding reduction in the total number of authorized shares of Common
Stock, and to be in effect no later than the earlier of the next Annual Meeting
or the anniversary of this year's Annual Meeting was approved.

"Named Executive Officers" refers to the Company's Chief Executive Officer, Interim Chief Financial Officer and Controller and Chief Technology Officer.




Item 8.01 Other Events.



On January 27, 2023, the Company received the written consent of the holder of
its outstanding Senior Convertible Note to lower the conversion price of the
Senior Convertible Note into shares of Common Stock under Section 7(g) of the
Senior Convertible Note to 90% of the lowest VWAP (as defined in the Senior
Convertible Note) of the Common Stock for a trading day during the five (5)
consecutive trading day period ending, and including, the applicable date that
the conversion price is lowered for purposes of a conversion (as adjusted for
stock splits, stock dividends, stock combinations, recapitalizations and similar
events during such measuring period) until further written notice to the holder
from the Company.

As of January 26, 2023, there were 98,337,944 shares of common stock, par value $0.001 issued and outstanding.

The foregoing summary is qualified in its entirety by the form of letter of consent, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




Exhibit
Number    Exhibit Description
10.1        Form of Letter of Consent between the Company and the Holder of the
          Senior Convertible Note.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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