SEC Form 3 filed by new insider Cp Bf Lending, Llc
$EBET
Services-Misc. Amusement & Recreation
Consumer Discretionary
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/06/2023 |
3. Issuer Name and Ticker or Trading Symbol
EBET, Inc. [ EBET ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Note | 02/06/2023(1) | 11/29/2024(2) | Common Stock | 1,396,648 | 3.58 | D | |
| Common Stock Warrants (right to buy) | 11/29/2021 | 11/29/2026 | Common Stock | 2,312,449 | 16.95 | D | |
| Explanation of Responses: |
| 1. On November 29, 2021, the Reporting Person entered into a credit agreement with the Registrant (the "Credit Agreement"). In connection with the Credit Agreement, the parties entered into an option agreement to permit, at any time after the Registrant completes common equity financings of at least $5 million (the "Financing Condition"), $5 million of the outstanding loan balance under the Credit Agreement to became convertible to common stock at the Reporting Person's election (the "Note Conversion Option"). In connection with the closing the Registrant's common equity financing on February 6, 2023, the Financing Condition was achieved, and the Reporting Person's Note Conversion Option became exercisable. |
| 2. The Note Conversion Option expires upon the earlier of (i) maturity of the loan on November 29, 2024, subject to extension in accordance with the terms of the Credit Agreement, or (ii) repayment of the loan in full. |
| Remarks: |
| CP BF Lending, LLC, By: CP Business Finance GP, LLC, its manager, By: Columbia Pacific Advisors, LLC, its manager /s/ Alan Spragins, Authorized Signatory | 02/15/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||