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Table of Contents
As filed with the Securities and Exchange Commission
on August 8, 2022
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
EBET, Inc.
(Exact name of registrant as specified in its Charter)
Nevada
(State
or other jurisdiction of incorporation) |
85-3201309
(I.R.S.
Employer Identification No.) |
197 E. California Ave. Ste. 302
Las Vegas, NV 89104
(888) 411-2726
(Address of principal executive offices, including
zip code, and telephone number, including area code)
____________________
Aaron Speach, President and Chief Executive
Officer
197 E. California Ave. Ste. 302
Las Vegas, NV 89104
(888) 411-2726
(Name, address, including zip code, and telephone
number, including area code, of agent for service of process)
____________________
Copies to:
Cavas S. Pavri
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
Telephone: (202) 857-6000
Fax: (202) 857-6395
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than
securities offered only in connection with dividend or interest reinvestment plans, please check the following box. ý
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, as amended, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, as amended, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant
to General Instruction 1.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction 1.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 7(a)(2)(B) of Securities Act.
____________________
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in
this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion,
dated August 8, 2022
PROSPECTUS
EBET, Inc.
977,659 Shares of Common Stock
977,659 Shares of Common Stock
Issuable upon Exercise of Outstanding Warrants
This prospectus relates to
the resale, from time to time, by the selling shareholders identified in this prospectus under the caption “Selling Shareholders,”
of up to (1) 977,659 shares of our common stock, and (2) 977,659 shares of our common stock issuable upon exercise of certain outstanding
common stock purchase warrants.
We are not selling any shares
of common stock under this prospectus and will not receive any proceeds from the sale of shares of common stock by the selling shareholders.
We will receive proceeds from any cash exercise of the warrants, which, if exercised in cash with respect to all of the 977,659 shares
of common stock offered hereby, would result in gross proceeds to us of a maximum of approximately $4.9 million; however, we cannot predict
when and in what amounts or if the warrants will be exercised and it is possible that the warrants may expire and never be exercised,
in which case we would not receive any cash proceeds.
The selling shareholders may
sell the shares of our common stock offered by this prospectus from time to time on terms to be determined at the time of sale through
ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.”
The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing
market price or at negotiated prices.
Our common stock is
listed on the NASDAQ Capital Market under the symbol “EBET.” On August 8, 2022, the last sale price for our common stock
as reported on the NASDAQ Capital Market was $2.32 per share. There is no established public trading market for the common stock or
warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the common stock or
warrants on any national securities exchange.
We are an “emerging growth
company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we have elected to comply with certain reduced
public company reporting requirements.
Investing in our
securities involves risks. See “Risk Factors” beginning on page 3 and “Item 1A—Risk
Factors” of our most recent report on Form 10-K or 10-Q which is incorporated by reference in this prospectus
before you invest in our securities.
Neither the SEC nor
any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is
not permitted.
The date of this prospectus
is __________, 2022.
TABLE OF CONTENTS
This prospectus relates to
the resale by the selling shareholders identified in this prospectus under the caption “Selling Shareholders,” from time to
time, of up to an aggregate of 977,659 shares of our common stock, and 977,659 shares of our common stock issuable upon exercise of certain
outstanding common stock purchase warrants.
You should read this prospectus,
any documents that we incorporate by reference in this prospectus and the information below under the caption “Where You Can Find
More Information” and “Incorporation By Reference” before making an investment decision. You should rely only on the
information contained in or incorporated by reference into this prospectus. We have not authorized anyone to provide you with information
different from that contained in this prospectus or incorporated by reference herein. No dealer, salesperson or other person is authorized
to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or
representation.
You should assume that the
information in this prospectus is accurate only as of the date on the front of the document and that any information we have incorporated
by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus
or any sale of a security.
The distribution of this prospectus
and the issuance of the securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into
possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the securities and
the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection
with, an offer to sell, or a solicitation of an offer to buy, the securities offered by this prospectus by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
This summary highlights
information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before
deciding to invest in our securities. You should read this entire prospectus carefully, including the “Risk Factors” section
in this prospectus and under similar captions in the documents incorporated by reference into this prospectus. The terms the “Company”,
“our”, or “we” refer to EBET, Inc. and its subsidiaries.
Overview
We develop products and operate
platforms to provide a real money online gambling experience focused on esports and competitive gaming. We operate licensed online gambling
platforms which are real money betting platforms. We accept wagers on major esports titles including: Counter-Strike: GO, League
of Legends, Dota 2, StarCraft 2, Rocket League, Rainbow Six, Warcraft 3, King of Glory and FIFA; as well as professional
sports including the National Football League, National Basketball Association, Major League Baseball, soccer and more.
On November 29, 2021, we acquired
the Business to Consumer (B2C) business of Aspire Global plc (“Aspire”). The B2C business offers a portfolio of distinctive
proprietary brands focused primarily on igaming, which is online casino and table games such as blackjack, virtual sport computer simulated
games and slot machines, as well as traditional sports betting, in the locations where we are licensed to do so, to a diverse customer
base operating across regulated markets.
Preferred Stock Private Placement
On June 7, 2022, we entered
into Securities Purchase Agreements (the “Purchase Agreements”) with several institutional and accredited investors to issue,
in a private placement priced at-the-market under Nasdaq rules (the “June Offering”): (i) 977,657 shares of our common
stock, and (ii) warrants to purchase up to an aggregate of 977,657 shares of our common stock (the “Warrants”). The combined
purchase price of one share of common stock and accompanying Warrant was $3.58.
Subject to certain ownership
limitations, the Warrants are exercisable six months after issuance. Each Warrant is exercisable into one share of common stock at a price
per share of $5.00 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the
date of issuance.
The gross proceeds we received
from the private placement were approximately $3.5 million, before deducting fees and other offering expenses, and excluding the
proceeds, if any, from the exercise of the Warrants.
Pursuant to the Purchase Agreement,
the Company agreed to file within 45 days of the closing of the June Offering a resale registration statement with the Securities and
Exchange Commission covering all shares of common stock sold to investors and the shares of common stock issuable upon exercise of the
Warrants.
Investing in shares of our
common stock involves a high degree of risk. Before making an investment decision, you should carefully consider and evaluate the risks
described in the “Risk Factors” section in our most recent Annual Report on Form 10-K, as well as any updates to those risk
factors in our subsequent Quarterly Reports on Form 10-Q, together with all of the other information appearing in or incorporated by reference
into this prospectus, before deciding whether to purchase any of the common stock being offered. The risks described in these documents
are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business,
competitive, regulatory or other factors that could have material adverse effects on our future results. Our business, financial condition
or results of operations could be materially adversely affected by any of these risks. The trading price of shares of our common stock
could decline due to any of these risks, and you may lose all or part of your investment. Please also read carefully the section entitled
“Cautionary Note Regarding Forward-Looking Statements.”
FORWARD-LOOKING
STATEMENTS
Some of the information in
this prospectus, and the documents we incorporate by reference, contain forward-looking statements within the meaning of the federal securities
laws. You should not rely on forward-looking statements in this prospectus, and the documents we incorporate by reference. Forward-looking
statements typically are identified by use of terms such as “anticipate,” “believe,” “plan,” “expect,”
“future,” “intend,” “may,” “will,” “should,” “estimate,” “predict,”
“potential,” “continue,” and similar words, although some forward-looking statements are expressed differently.
This prospectus, and the documents we incorporate by reference, may also contain forward-looking statements attributed to third parties
relating to their estimates regarding the markets we may enter in the future. All forward-looking statements address matters that involve
risk and uncertainties, and there are many important risks, uncertainties and other factors that could cause our actual results to differ
materially from the forward-looking statements contained in this prospectus, and the documents we incorporate by reference.
You should also consider carefully
the statements under “Risk Factors” and other sections of this prospectus, and the documents we incorporate by reference,
which address additional facts that could cause our actual results to differ from those set forth in the forward-looking statements. We
caution investors not to place significant reliance on the forward-looking statements contained in this prospectus, and the documents
we incorporate by reference. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result
of new information, future developments or otherwise.
All shares of our common stock
offered by this prospectus are being registered for the account of the selling shareholders identified herein. We will not receive any
of the proceeds from the sale of these shares.
We will receive proceeds from
any cash exercise of the warrants, which, if exercised in cash with respect to all of the 977,659 shares of common stock underlying the
Warrants, would result in gross proceeds to us of a maximum of approximately $4.9 million.
We intend to use any proceeds
received by us from the cash exercise of the warrants for working capital and general corporate purposes. As of the date of this prospectus,
we cannot specify with certainty all of the particular uses for the net proceeds to us from the cash exercise of the warrants. Accordingly,
our management will have broad discretion in the timing and application of these proceeds. The holders of the warrants may exercise the
warrants at their own discretion and at any time until their expiration subject to and in accordance with the terms of the warrants, as
further described under the caption “Summary” in this prospectus. As a result, we cannot predict when or if the warrants will
be exercised, and it is possible that the warrants may expire and never be exercised. In addition, the warrants are exercisable on a cashless
basis if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not
available for, the issuance of shares of common stock for which the warrants are exercisable. As a result, we may never receive meaningful,
or any, cash proceeds from the exercise of the warrants.
SELLING
SHAREHOLDERS
This prospectus covers an
aggregate of up to (1) 977,659 shares of our common stock, and (2) 977,659 shares of our common stock issuable upon exercise of the Warrants.
The following table sets forth
certain information with respect to each selling shareholder, including (i) the shares of our common stock beneficially owned by the selling
shareholder prior to this offering, (ii) the number of shares being offered by the selling shareholder pursuant to this prospectus and
(iii) the selling shareholder’s beneficial ownership after completion of this offering, assuming that all of the shares covered
hereby (but none of the other shares, if any, held by the selling shareholders) are sold. The registration of the shares of common stock
issuable to the selling shareholders upon the exercise of the warrants does not necessarily mean that the selling shareholders will sell
all or any of such shares.
The table is based on information
supplied to us by the selling shareholders, with beneficial ownership and percentage ownership determined in accordance with the rules
and regulations of the SEC and includes voting or investment power with respect to shares of stock. This information does not necessarily
indicate beneficial ownership for any other purpose. In computing the number of shares beneficially owned by a selling shareholder and
the percentage ownership of that selling shareholder, shares of common stock subject to warrants held by that selling shareholder that
are exercisable within 60 days after the date hereof, are deemed outstanding. Such shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of any other person. The percentage of beneficial ownership after this offering is based
on 16,372,954 shares outstanding on July 25, 2022.
The registration of these
shares of common stock does not mean that the selling shareholders will sell or otherwise dispose of all or any of those securities. The
selling shareholders may sell or otherwise dispose of all, a portion or none of such shares from time to time. We do not know the number
of shares, if any, that will be offered for sale or other disposition by any of the selling shareholders under this prospectus. Furthermore,
the selling shareholders may have sold, transferred or disposed of the shares of common stock covered hereby in transactions exempt from
the registration requirements of the Securities Act since the date on which we filed this prospectus.
To our knowledge and except
as noted below, none of the selling shareholders has, or within the past three years has had, any position, office or other material relationship
with us or any of our predecessors or affiliates.
Selling Shareholder (1) |
Number of shares of
common stock
beneficially
owned prior to
this offering (2)(3) |
Number of shares of common stock offered (3) |
Shares of common stock beneficially owned after sale of all shares of common stock offered pursuant to this prospectus (3)(4) |
|
|
|
Number of Shares |
Percent of class |
Aaron Grueter |
71,240 |
41,900 |
29,340 |
* |
Anastasia Muravyeva |
32,542 |
27,934 |
4,608 |
* |
Anthony Tang |
601,203 |
139,666 |
461,537 |
2.7% |
Everglades Global Opportunities Fund LP (5) |
455,739 |
363,130 |
92,609 |
* |
EBJT Management LLC (6) |
1,237,032 |
154,302 |
1,082,730 |
6.6% |
Kenneth Cascasella |
177,558 |
125,700 |
51,858 |
* |
Leslie Schultz |
463,798 |
55,866 |
407,932 |
2.5% |
Louis Scotti |
83,800 |
83,800 |
- |
- |
Mark Poreman |
117,073 |
20,000 |
97,073 |
* |
NewGen Equity Long/Short Fund (7) |
1,428,724 |
614,526 |
814,198 |
4.7% |
Thomas Bennett |
11,206 |
2,794 |
8,412 |
* |
Thomas P. Dobron |
347,065 |
125,700 |
221,365 |
1.3% |
Thomas Phillips |
330,000 |
200,000 |
130,000 |
* |
* | Less than 1%. |
| |
(1) | The information in this table and the related notes is based upon information supplied by the selling
shareholders. |
| (2) | Represents the total number of shares of our common stock issued or issuable to each selling shareholders
as of the date of this prospectus, without regard to ownership limitations described in footnote (3) below and without regard to initial
exercise dates of the Warrants described in footnote (3) below, including (i) all of the shares offered hereby, and (ii) to our knowledge,
all other securities held by each of the selling shareholders as of the date hereof. |
| (3) | The Warrants contain a beneficial ownership limitation, which provides that a holder of the Warrant will
not have the right to exercise any portion of the Warrant if the holder, together with its affiliates, would beneficially own in excess
of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise, provided that, upon
at least 61 days prior notice to us, a holder may increase or decrease such limitation up to a maximum of 9.99% of the number of shares
of common stock outstanding. The table above does not reflect this limitation. |
| (4) | Assumes that, after the date of this prospectus and prior to completion of this offering, none of the
selling shareholders (i) acquires additional shares of our common stock or other securities or (ii) sells or otherwise disposes of shares
of our common stock or other securities held by such selling shareholders as of the date hereof and not offered hereby. |
| (5) | Ken Arnold has voting and dispositive power over the shares of Everglades Global Opportunities Fund LP. |
| (6) | Keith Williams has voting and dispositive power over the shares of EBJT Management LLC. |
| (7) | Chris Rowan has voting and dispositive power over the shares of NewGen Equity Long/Short Fund. |
We are registering the shares
of common stock issuable to the selling shareholders to permit the resale of these shares of common stock by the holders of the shares
of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling
shareholders of the shares of common stock. We will bear all fees and expenses incident to the registration of the shares of common stock.
The selling shareholders may
sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through
one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the
selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common
stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time
of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market
and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at
the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions.
The selling shareholders may use any one or more of the following methods when selling shares:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
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an exchange distribution in accordance with the rules of the applicable exchange; |
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privately negotiated transactions; |
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settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
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broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; |
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through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; |
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a combination of any such methods of sale; and |
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any other method permitted pursuant to applicable law. |
The selling shareholders also
may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted
by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the
criteria and conform to the requirements of those provisions.
Broker-dealers engaged by
the selling shareholders may arrange for other broker-dealers to participate in sales. If the selling shareholders effect such transactions
by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may
receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers
of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts
to be negotiated, but, except as set forth in a supplement to this registration statement, in the case of an agency transaction will not
be in excess of a customary brokerage commission in compliance with applicable rules of the Financial Industry Regulatory Authority, or
FINRA.
In connection with sales of
the shares of common stock or otherwise, and unless limited by any contractual arrangements with us, the selling shareholders may enter
into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of
common stock in the course of hedging in positions they assume and the selling shareholders may also sell shares of common stock short
and if such short sale shall take place after the date that this registration statement is declared effective by the SEC, the selling
shareholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares
in connection with such short sales. The selling shareholders may also loan or pledge shares of common stock to broker-dealers that in
turn may sell such shares, to the extent permitted by applicable law. The selling shareholders may also enter into option or other transactions
with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to
such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing,
the selling shareholders have been advised that they may not use shares registered pursuant to this registration statement to cover short
sales of our common stock made prior to the date the registration statement is declared effective by the SEC.
The selling shareholders may,
from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time
to time pursuant to this registration statement or any amendment to this registration statement under Rule 424(b)(3) or other applicable
provision of the Securities Act, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other
successors in interest as selling shareholders under this registration statement. The selling shareholders also may transfer and donate
the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this registration statement.
The selling shareholders and
any broker-dealer or agents participating in the distribution of the shares of common stock offered hereby may be deemed to be “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any
discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act. Selling shareholders who are “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act and may be subject to certain statutory liabilities of, including without limitation, Sections 11, 12 and 17 of the Securities
Act and Rule 10b-5 under the Exchange Act.
Each selling shareholder has
informed us that it is not a registered broker-dealer. Upon being notified in writing by a selling shareholder that any material arrangement
has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution
or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to
Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling shareholder and of the participating broker-dealer(s),
(ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions
paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct
any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material
to the transaction.
Under the securities laws
of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied with in all respects.
Each selling shareholder and
any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations
thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any
of the shares of common stock by the selling shareholder and any other participating person. Regulation M may also restrict the ability
of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares
of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity
to engage in market-making activities with respect to the shares of common stock.
We will pay all expenses of
the registration of the shares of common stock, including, without limitation, SEC filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, that each selling shareholder will pay all underwriting discounts and selling commissions,
if any, and any legal expenses incurred by it. We may indemnify the selling shareholders against certain liabilities, including some liabilities
under the Securities Act, in accordance with the agreements with the selling shareholders, or the selling shareholders may be entitled
to contribution.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting
and information requirements of the Exchange Act and, as a result, will file periodic and current reports, proxy statements and other
information with the SEC. We make our periodic reports and other information filed with or furnished to the SEC, available, free of charge,
through our website as soon as reasonably practicable after those reports and other information are filed with or furnished to the SEC.
Additionally, these periodic reports, proxy statements and other information will be available for inspection and copying at the public
reference room and SEC’s website at www.sec.gov. You may read and copy any document that we file at the SEC’s public
reference room located at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. SEC filings are also available to the public at the SEC’s website referred to above.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information in other documents that we file with it. This means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus,
and information in documents that we file later with the SEC will automatically update and supersede information contained in documents
filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus the documents listed below
and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination
of the offering under this prospectus; provided, however, that we are not incorporating, in each case, any documents or information deemed
to have been furnished and not filed in accordance with SEC rules:
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Our Quarterly Reports on Form 10-Q filed on February 2022 and May 16, 2022; |
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Our Current Report on Form 8-K/A filed on January 21, 2022; and |
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|
· |
Our Current Reports on Form 8-K (or Form 8-K/A, as applicable) filed on on January 21, 2022; February 14, 2022; May 5, 2022; June 6, 2022; June 8, 2022; June 10, 2022; June 17, 2022; June 22, 2022; and August 5, 2022. |
Additionally, all documents
filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after (i) the date of the initial registration statement
and prior to effectiveness of the registration statement, and (ii) the date of this prospectus and before the termination or completion
of any offering hereunder, shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of
such documents, except that we do not incorporate any document or portion of a document that is “furnished” to the SEC, but
not deemed “filed.”
We will provide, without charge,
to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference herein, including exhibits. Requests should be directed to: Attention:
Corporate Secretary, 197 E. California Ave. Ste. 302, Las Vegas, NV 89104, telephone (888) 411-2726. The documents incorporated by reference
may be accessed at our website at esportstechnologies.com. We do not incorporate the information on our website into this prospectus or
any supplement to this prospectus and you should not consider any information on, or that can be accessed through, our website as part
of this prospectus or any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference
into this prospectus or any supplement to this prospectus).
Any statement contained in
a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for
purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.
LEGAL MATTERS
ArentFox
Schiff LLP, Washington, D.C., will pass for us upon the validity of the securities being offered by this prospectus.
EXPERTS
The audited financial statements
incorporated by reference in this prospectus and elsewhere in the registration statement have been incorporated by reference in reliance
upon the report of PWR CPA, LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and
auditing.
The carve-out combined financial
statements of Aspire Global plc – B2C Business as of September 30, 2021 and 2020 and for each of the years then ended, incorporated
by reference in this Prospectus and in the Registration Statement from EBET, Inc. Form 8-K/A filed January 21, 2022 have been so incorporated
in reliance on the report of Ziv Haft, Certified Public Accountants, Isr. BDO Member Firm, an independent auditor, incorporated herein
by reference, given on the authority of said firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance
and Distribution
The following table sets forth
the estimated costs and expenses to be incurred in connection with the issuance and distribution of the securities of EBET, Inc. (the
“Registrant”) which are registered under this Registration Statement on Form S-1 (this “Registration Statement”),
other than underwriting discounts and commissions. All amounts are estimates except the Securities and Exchange Commission registration
fee and the Financial Industry Regulatory Authority, Inc. filing fee.
The following expenses will be borne solely by
the Registrant:
|
|
Amount to be Paid |
|
SEC Registration fee |
|
$ |
416.58 |
|
Legal fees and expenses |
|
|
15,000 |
|
Accounting fees and expenses |
|
|
15,000 |
|
Miscellaneous fees and expenses |
|
|
5,000 |
|
Total |
|
$ |
35,416.58 |
|
Item 15. Indemnification of Officers
and Directors
Section 78.138 of the Nevada
Revised Statute provides that a director or officer is not individually liable to the corporation or its stockholders or creditors for
any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that (1) his act or
failure to act constituted a breach of his fiduciary duties as a director or officer and (2) his breach of those duties involved intentional
misconduct, fraud or a knowing violation of law.
This provision is intended
to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging
a breach of the duty of care by a director or officer. As a consequence of this provision, stockholders of our company will be unable
to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence
in performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter
the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate or limit the right of our
company or any stockholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.
The Registrant’s Articles
of Incorporation and bylaws provide for indemnification of directors, officers, employees or agents of the Registrant to the fullest extent
permitted by Nevada law (as amended from time to time). Section 78.7502 of the Nevada Revised Statute provides that such indemnification
may only be provided if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the
best interest of the Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to behave his conduct
was unlawful.
Item 16. Exhibits
Exhibit
Number |
|
Description |
|
|
2.1** |
|
Share Purchase Agreement, dated as of October 1, 2021 (incorporated by reference to exhibit 2.1 of the Form 8-K filed October 1, 2021) |
|
|
|
4.1 |
|
Form of Common Stock Certificate (incorporated by reference to exhibit 4.1 to the Company’s Form S-1/A file no. 333-254068) |
|
|
4.2 |
|
Form of Warrant (incorporated by reference to exhibit 4.1 to the Company’s Form 8-K filed June 7, 2022) |
|
|
4.3 |
|
Form of Convertible Note issued in connection with Domain Purchase Agreements (incorporated by reference to exhibit 4.4 to the Company’s Form S-1 file no. 333-254068) |
|
|
|
4.4 |
|
Form of Promissory Note between Esports Technologies, Inc., Esports Product Technologies Malta Ltd. and Aspire Global Plc (incorporated by reference to exhibit 4.1 to the Company’s Form 8-K filed December 1, 2021) |
|
|
|
4.5 |
|
Form of Preferred Stock Investor Warrant (incorporated by reference to exhibit 4.2 to the Company’s Form 8-K filed December 1, 2021) |
|
|
|
4.6 |
|
Form of Lender Warrant (incorporated by reference to exhibit 4.3 to the Company’s Form 8-K filed December 1, 2021) |
|
|
|
4.7 |
|
Form of Investor Warrant issued in June 2022 offering (incorporated by reference to exhibit 4.1 to the Company’s Form 8-K filed June 8, 2022) |
|
|
|
5.1* |
|
Opinion of ArentFox Schiff LLP |
|
|
23.1* |
|
Consent of PWR CPA, LLP |
|
|
|
23.2* |
|
Consent of Ziv Haft, Certified Public Accountants, Isr., BDO Member Firm |
|
|
23.3* |
|
Consent of ArentFox Schiff LLP (included in Exhibit 5.1) |
|
|
24.1 |
|
Power of Attorney (included immediately following the signature page to the registration statement) |
|
|
|
107* |
|
Filing fee table |
* |
Filed herewith |
|
|
** |
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
Item 17. Undertakings
The undersigned hereby undertakes:
(a) The
undersigned Registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement.
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided, however, that Paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of
determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on August 8, 2022.
EBET, Inc. |
|
|
By: |
|
/S/ Aaron Speach |
Name: |
|
Aaron Speech |
Title: |
|
President and Chief Executive Officer |
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated:
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
/s/ Aaron Speach |
|
|
|
|
Aaron Speach |
|
Chief Executive Officer, President and Director |
|
August 8, 2022 |
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ James Purcell |
|
|
|
|
James Purcell |
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
|
August 8, 2022 |
|
|
|
|
|
/s/ Michael Nicklas |
|
|
|
|
Michael Nicklas |
|
Director |
|
August 8, 2022 |
|
|
|
|
|
/s/ Dennis Neilander |
|
|
|
|
Dennis Neilander |
|
Director |
|
August 8, 2022 |
|
|
|
|
|
/s/ Christopher S. Downs |
|
|
|
|
Christopher S. Downs |
|
Director |
|
August 8, 2022 |
EBET (QB) (USOTC:EBET)
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