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 15, 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 1.01. | Entry into a Material Definitive Agreement. |
As set forth in the Form 8-K for EBET, Inc. (the “Company”) filed June 8, 2022, the Company entered into a Note Conversion Option Agreement (the “Option Agreement”) with CP BF LENDING, LLC (“Lender”). The Company and Lender are parties to a Credit Agreement, dated November 29, 2021, (the “Credit Agreement”) pursuant to which the Lender made a single loan to the Company of $30.0 million (the “Loan”). The parties entered into a limited waiver on certain conditions as set forth in the waiver, which included, among other items, that the parties enter into an option agreement to permit the Lender, at any time after the Company completes financings of at least $5.0 million, to convert up to $5.0 million of the principal balance of the Loan into Common Stock (the “Conversion Shares”) at the Conversion Price (defined below). If Lender exercises its conversion rights or if the Loan is paid in full prior to the exercise of Lender’s conversion rights and on the date the Loan is paid in full the closing price of the Common Stock is less than the Conversion Price, on the earlier to occur of the date of such exercise or the date that the Loan is paid in full, the Company shall issue Lender a warrant to purchase 30% of the Conversion Shares with an exercise price equal to the Conversion Price. If the warrants are issued upon payment in full of the Loan, the number of warrants to be issued will be based upon an assumed exercise of the conversion right on such date.
On June 15, 2022, the Company and Lender entered into an amendment to the Option Agreement (the “Amendment”), pursuant to which the parties agreed to fix the “Conversion Price” at $3.58 per share of common stock; subject to adjustment resulting from a stock split, stock distribution, stock subdivision, stock combination, reclassification and other similar corporate actions.
The form of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of this document is subject to, and qualified in its entirety by, such document, which is incorporated herein by reference.
| Item 8.01. | Other Events. |
On June 17, 2022, the Company issued a press release announcing the closing of its previously announced private placement of 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 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. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Exhibit Description |
| 10.1 | Amendment to Note Conversion Option Agreement between EBET, Inc. and CP BF LENDING, LLC |
| 99.1 | Press Release dated June 17, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
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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 17, 2022 | |
| By: /s/ Jim Purcell | |
| Jim Purcell | |
| Chief Financial Officer |
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Exhibit 10.1
AMENDMENT TO NOTE CONVERSION OPTION AGREEMENT
This amendment (“Amendment”), dated as of the date set forth below, is to that certain Note Conversion Option Agreement executed June 7, 2022 (the “Agreement”) by and between EBET, Inc. (formerly, eSports Technologies, Inc.), a Nevada corporation (the “Company”) and CP BF LENDING, LLC, a Delaware limited liability company (together with its successors, assigns and Related Parties, “Lender”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
WHEREAS, the Company and Lender have mutually agreed to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and mutual agreements herein contained, and intending to be legally bound herein, the Parties hereto agree as follows:
1. Amendment to Note Conversion Option Agreement. The Note Conversion Option Agreement is further amended as follows:
| a. | Section 3.01(a) of the Agreement is hereby amended by deleting Section 3.01(a) in its entirety and by substituting the following in place thereof: |
| (a) | At any time after the Conversion Threshold Date (as defined below) and prior to the indefeasible repayment of the Obligations in full, Lender shall have the right at any time to convert up to $5.0 million of the principal balance of the Loan into Common Stock (the “Conversion Shares”) at the Conversion Price (as defined below). |
“Conversion Threshold Date” means the date on which the Company sells the last dollar of the first $5.0 million of such shares of Common Stock or Common Stock Equivalents in the aggregate issued after the date hereof.
| b. | Section 3.01(c) of the Agreement is hereby amended by deleting Section 3.01(c) in its entirety and by substituting the following in place thereof: |
(c) “Conversion Price” shall mean $3.58 per share of Common Stock. The Conversion Price shall be subject to adjustment resulting from a stock split, stock
distribution, stock subdivision, stock combination, reclassification and other similar corporate actions in the same manner as set forth in Section 3(a) of the Warrant (as defined below).
2. The terms of this Amendment amend and modify the Agreement as if fully set forth in the Agreement. If there is any conflict between the terms, conditions and obligations of this Amendment and the Agreement, this Amendment’s terms, conditions and obligations shall control. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
3. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
(signature pages follow)
| 1 |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated below.
| EBET, Inc. | CP BF LENDING, LLC | |
| By: CP Business Finance GP, LLC, its manager, | ||
| By: Columbia Pacific Advisors, LLC, its manager | ||
| By: /s/ Aaron Speach | By: /s/ *** | |
| Aaron Speech | *** | |
| Chief Executive Officer | Fund Manager | |
| Date: June 15, 2022 | Date: June 15, 2022 |
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Exhibit 99.1
EBET, Inc. Announces Closing of Private Placement at $3.58 per Unit of Common Stock
and One Warrant to Purchase Common Stock at $5 per Share
Las Vegas, NV (June 17, 2022) – EBET, Inc. (NASDAQ: EBET) (“EBET” or the “Company”), a leading global provider of advanced wagering products and technology, announced today that it has closed its previously announced private placement of 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 gross proceeds to EBET of approximately $3.5 million. The gross proceeds exclude fees and other offering expenses payable by the Company. The warrants have an exercise price of $5.00 per share of common stock and will be exercisable six months from the closing of the offering for a period of five years from the closing date.
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,2022 SiGMA Asia, and 2022 SiGMA Americas Awards. Its brand Karamba received SBC’s 2021 award for Innovation in Casino & Gaming Entertainment and was named Online Casino of the Year at the 2022 SiGMA Americas Awards. 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 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.
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Contacts:
For Investors:
Jim Purcell
CFO
jim.purcell@ebet.gg
For Media:
Mark Thorne
CMO
mark.thorne@ebet.gg
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