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): June 8, 2022
___________________________
EBET, Inc.
(Exact name of registrant as specified in its charter)
___________________________
| Nevada | 001-40334 | 85-3201309 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
197 E. California Ave Ste 302, Las Vegas, NV 89104
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (888) 411-2726
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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | EBET | The NASDAQ Stock Market LLC |
| Item 8.01. | Other Events. |
On June 10, 2022, EBET, Inc. (the “Company”) issued a press release announcing that on June 7, 2022 it entered into securities purchase agreements with several institutional and accredited investors to issue, in a private placement priced at-the-market under Nasdaq rules, 977,657 shares of common stock and warrants to purchase up to an aggregate of 977,657 shares of common stock, at a purchase price of $3.58 per share of common stock and associated warrant, for expected gross proceeds to the Company of approximately $3.5 million, before deducting fees and other offering expenses payable by the Company. The warrants will have an exercise price of $5.00 per share of common stock, will be exercisable six months from the closing of the offering for a period of five years from the closing date. The closing of the private placement is expected to occur on or before June 15, 2022, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the private placement for general corporate purposes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As disclosed in the Company’s Form 10-Q for the quarter ended March 31, 2022 (“Form 10-Q”), the Company’s previous financial advisor, Boustead Securities, LLC (“Advisor”), had alleged a breach by the Company over the termination of the Advisor’s engagement and the timing of the payment and amount of certain fees owed to the Advisor. Approximately $3.8 million of fees the Company expected to pay to the Advisor were accrued on the balance sheet as of March 31, 2022, which were included in the Form 10-Q. On June 8, 2022, the Company received notice that the Advisor had submitted a FINRA arbitration statement of claim related to the foregoing. The statement of claim alleges damages of $5.7 million and seeks a declaration that the Company be required to utilize the Advisor for a certain follow-on offering pursuant to an alleged right of first refusal between the parties. The Company believes that it has meritorious defenses to a portion of the alleged fee claim asserted and to the claim that the Company has any obligations pursuant to a right of first refusal between the parties. The Company does not believe that such claims will have a material adverse effect on its business, financial condition or operating results.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Exhibit Description |
| 99.1 | Press Release dated June 10, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EBET, INC. | |
| Date: June 10, 2022 | |
| By: /s/ Jim Purcell | |
| Jim Purcell | |
| Chief Financial Officer |
| 3 |
Exhibit 99.1
EBET, Inc. Announces $3.5 Million Private Placement Priced At-the-Market Under Nasdaq Rules
Las Vegas, NV (June 10, 2022) – EBET, Inc. (NASDAQ: EBET) (“EBET” or the “Company”), a leading global provider of advanced wagering products and technology, announced today that on June 7, 2022 it entered into securities purchase agreements with several institutional and accredited investors to issue, in a private placement priced at-the-market under Nasdaq rules, 977,657 shares of common stock and warrants to purchase up to an aggregate of 977,657 shares of common stock, at a purchase price of $3.58 per share of common stock and associated warrant, for expected gross proceeds to EBET of approximately $3.5 million, before deducting fees and other offering expenses payable by the Company. The warrants will have an exercise price of $5.00 per share of common stock, will be exercisable six months from the closing of the offering for a period of five years from the closing date.
The closing of the private placement is expected to occur on or before June 15, 2022, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the private placement for general corporate purposes.
The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About EBET, Inc.
EBET develops award-winning, groundbreaking and engaging wagering products for bettors around the world. The company is focused on bringing better odds and technology solutions to cater to the Millennial and Gen-Z demographics. It has an expanding portfolio of intellectual property with patents pending around odds modeling simulation, an electronic sports betting exchange system, live streaming odds integration and enhancing modeling probabilities in multi-player games. EBET operates online sportsbook and casino brands Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, GenerationVIP and Gogawi, which have over 1.25 million deposited customers in more than 15 countries. The company recently was awarded Esport Product of the Year at the 2021 SiGMA Europe and 2022 SiGMA Asia Awards, and its brand Karamba received SBC’s award for Innovation in Casino & Gaming Entertainment. EBET, Inc. is listed on the Nasdaq under the symbol EBET (CUSIP 278700109). EBET, Inc. was previously Esports Technologies Inc. The name changed on May 5, 2022, to better reflect the company’s business and mission.
For more information, visit: https://ebet.gg/.
Forward-Looking Statements: This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, statements related to the completion of the private placement, the satisfaction of customary closing conditions related to the private placement and the intended use of net proceeds from the private placement. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, actual results or outcomes may prove to be materially different from the expectations expressed or implied by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed in the Company’s filings with the Securities and Exchange Commission, including as set forth in Item 1A. “Risk Factors” in our most recently filed Form 10-K filed with the Securities and Exchange Commission and updated from time to time in our Form 10-Q filings and in our other public filings with the SEC. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.
Contacts:
For Investors:
Jim Purcell
CFO
jim.purcell@ebet.gg
For Media:
Mark Thorne
CMO
mark.thorne@ebet.gg