Initial Statement of Beneficial Ownership (3)
16 February 2023 - 09:54AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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CP BF Lending, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/6/2023
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3. Issuer Name and Ticker or Trading Symbol
EBET, Inc. [EBET]
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(Last)
(First)
(Middle)
1910 FAIRVIEW AVE. E., SUITE 300 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
SEATTLE, WA 98102
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 | 2/6/2023 (1) | 11/29/2024 (2) | Common Stock | 1396648 | $3.58 | D | |
Common Stock Warrants (right to buy) | 11/29/2021 | 11/29/2026 | Common Stock | 2312449 | $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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CP BF Lending, LLC 1910 FAIRVIEW AVE. E. SUITE 300 SEATTLE, WA 98102 |
| X |
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Signatures
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CP BF Lending, LLC,
By: CP Business Finance GP, LLC, its manager,
By: Columbia Pacific Advisors, LLC, its manager
/s/ Alan Spragins, Authorized Signatory | | 2/15/2023 |
**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 control number. |
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