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

Approval of Loan and Issuance of Shares

On June 8, 2020, Allied Esports Entertainment, Inc. (the “Company”) and certain
accredited investors (the “Investors”) entered into a Securities Purchase
Agreement (the “Purchase Agreement”), pursuant to which the Investors made, in a
private placement transaction, a net $9,000,000 loan (after payment of a
$600,000 original issue discount) to the Company (the “Loan”). The Loan was
described in greater detail in the Company’s Form 8-K filed with the Securities
and Exchange Commission
on June 8, 2020.

Payments of principal and interest by the Company under the Senior Secured
Convertible Promissory Notes that evidence the Loan (the “Notes”) may be paid at
the Company’s option in cash, or if specified conditions set forth in the Notes
are satisfied or waived, in shares of common stock (“Payment Shares”). The
Company’s issuance of Payment Shares is prohibited to the extent the issuance
would cause the Investor to exceed the Beneficial Ownership Limitation
(described below). In addition, in order to comply with Nasdaq’s Continued
Listing Rule 5635, subsection (b) and (d), the Company’s issuance of Payment
Shares is prohibited to the extent the issuance would cause the Investors to
receive more than 19.99% of the shares of outstanding common stock as of the
date of the Loan unless the Company obtains stockholder approval of the Loan in
advance of such issuance.

The Notes are convertible at each Investor’s option, in whole or in part, and
from time to time, into shares of the Company’s common stock (“Conversion
Shares”) at $3.30 per share (subject to adjustment to convert at the same price
as any issuances of Company common stock at a lower issuance price, subject to
certain exceptions), and subject to certain beneficial ownership blockers that
would apply if conversion would result in an Investor (together with its
affiliates) owning in excess of 4.99% or 9.99% of the number of shares of the
Company’s common stock outstanding immediately after giving effect to the
conversion in question (the “Beneficial Ownership Limitation”). In order to
comply with Nasdaq’s Continued Listing Rule 5635, subsection (b) and (d),
conversion of the Note is also limited if it would cause the Investors to
receive more than 19.99% of the shares of outstanding common stock as of the
date of the Loan unless the Company obtains stockholder approval of the Loan in
advance of such issuance.

In connection with the Loan, the Company issued to Investors five-year warrants
(the “Warrants”) to purchase up to 1,454,546 (the “Warrant Shares”) at $4.125
per share (subject to adjustment to the exercise price to match the same price
as any issuances of Company common stock at a lower issuance price, subject to
certain exceptions).

In order to comply with Nasdaq’s Continued Listing Rule 5635, subsection (b) and
(d), the Company’s issuance of Payment Shares and Conversion Shares is
prohibited to the extent the number of Payment Shares, Conversion Shares and
Warrant Shares, collectively, would exceed 19.99% of the shares of outstanding
common stock as of the date of the Loan (the “Nasdaq Share Limit”) unless the
Company obtains stockholder approval of the Loan in advance of such issuance.

On June 8, 2020, Primo Vital Limited and Knighted Pastures LLC, the collective
holders of a majority of the issued and outstanding common stock of the Company,
took action by written consent (“Written Consent”) in lieu of a special meeting
of the Company’s stockholders to approve the Loan, including the issuance of
Payment Shares, Conversion Shares and Warrant Shares in amounts that may
collectively exceed the Nasdaq Share Limit.

Approval of Amendment to Second Amended and Restated Certificate of
Incorporation

In addition to approving the Loan and related stock issuances described above,
the Written Consent approved an amendment to the Company’s Second Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of capital stock and common stock by 10,000,000 shares.

Effective Date of Approvals

In accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the issuance of Payment Shares, Conversion Shares
and Warrant Shares in amounts that collectively exceed the Nasdaq Share Limit
and the amendment to the Company’s Second Amended and Restated Certificate of
Incorporation may take effect no earlier than 20 calendar days after the date on
which an Information Statement on Schedule 14C with respect to the Written
Consent is sent or given to the Company’s stockholders. The amendment to the
Company’s Second Amended and Restated Certificate of Incorporation will become
effective upon its filing with the Secretary of State of the State of Delaware,
which the Company expects will occur 20 days after that mailing.

When the Company’s Second Amended and Restated Certificate of Incorporation
takes effect, the Company’s capital will consist of 76,000,000 shares of capital
stock, of which 75,000,000 shares will be available for issuance as common
stock, $0.0001 par value per share, and 1,000,000 shares will be available for
issuance as preferred stock, $0.0001 par value per share.

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