UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
___________________________
(Exact name of registrant as specified in its charter)
___________________________
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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):
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: None
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 2.04 below is incorporated herein by reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously reported, on June 30, 2023, EBET, Inc. (the “Company”), the subsidiaries of the Company and CP BF Lending, LLC (“Lender”), entered into a forbearance agreement (the “Forbearance Agreement”) with respect to the credit agreement between the Company and the Lender (“Credit Agreement”). Pursuant to the Forbearance Agreement, the Company acknowledged, among other items, that, as of June 30, 2023, it was in default under the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender agreed to forbear from exercising its rights and remedies against the Company and the guarantors under the Credit Agreement until the earlier of September 15, 2023 or the occurrence of a termination event, which date was later extended to June 30, 2025. On April 12, 2024, the parties entered into a fourth amendment to Credit Agreement (“Amendment”) pursuant to which the Company acknowledged that due to the issuance of an arbitration award against the Company on or about January 5, 2024, a Termination Event (“Termination Event”) had occurred under the Credit Agreement and Forbearance Agreement and whereon the Lender agreed that that the effective date of such Termination Event date would not take effect until the earlier of June 17, 2024 or the date of another termination event unless otherwise waived or modified by mutual agreement. On May 2, 2024, the Company, the subsidiaries of the Company and the Lender entered into Forbearance Agreement Amendment No. 3 whereby among other items, the parties confirmed the date of effectiveness of the Termination Event to be the earlier to occur of June 17, 2024 or the occurrence of another event of default.
On June 17, 2024, the termination event took effect and the Lender’s agreement to forbear from exercising its rights and remedies under the Credit Agreement ceased. As of June 17, 2024, the Company’s total obligations to the Lender were $37,117,573.56, consisting of principal (inclusive of PIK interest) and any and all other accrued but unpaid interest to date, but not including fees, costs and expenses now or in the future due either directly or by way of reimbursement, all of which is immediately due and payable. The Company does not have sufficient funds to repay the Lender and does not have any commitments for additional funds. On June 18, 2024, the Company (and its subsidiaries who guaranteed the Lender debt obligations) received the Lender’s written notice of termination of the Forbearance Agreement and reservation of all rights of the Lender under the Credit Agreement and related credit documents.
The Lender has a security interest on all assets of the Company, and the Lender will likely exercise its rights to foreclose on such assets in connection with its attempt to satisfy the Company’s debt obligations. Upon such a foreclosure, the Company will likely no longer have any meaningful assets or business operations and will likely cease operations.
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 18, 2024 | |
| By: /s/ Matthew Lourie | |
| Matthew Lourie | |
| Chief Financial Officer |
| 2 |
Cover |
Jun. 17, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 17, 2024 |
| Entity File Number | 001-40334 |
| Entity Registrant Name | EBET, Inc. |
| Entity Central Index Key | 0001829966 |
| Entity Tax Identification Number | 85-3201309 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 3960 Howard Hughes Parkway, Suite 500, |
| Entity Address, Address Line Two | Suite 500 |
| Entity Address, City or Town | Las Vegas |
| Entity Address, State or Province | NV |
| Entity Address, Postal Zip Code | 89169 |
| City Area Code | (888) |
| Local Phone Number | 411-2726 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |