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As filed with the Securities and Exchange Commission
on March 17, 2023.
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EBET, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
Nevada |
7900 |
85-3201309 |
(State or Other Jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
Incorporation or Organization) |
Classification Code Number) |
Identification Number) |
3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(888) 411-2726
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
Aaron Speach, President and Chief Executive
Officer
3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(888) 411-2726
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
Copies to:
Cavas S. Pavri
Johnathan C. Duncan
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 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,
check the following box. ☒
If this form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
|
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 to Section 7(a)(2)(B) of the 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 of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
The information in this preliminary
prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion Dated
March 17, 2023
EBET, Inc.
6,372,530 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 6,372,530 shares of our common stock issuable upon exercise of certain outstanding common stock purchase warrants issued to the
selling stockholders.
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 6,372,530 shares
of common stock offered hereby, would result in gross proceeds to us of a maximum of approximately $6.5 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 March 16, 2023, the last sale price for our common stock as reported
on the NASDAQ Capital Market was $0.395 per share. There is no established public trading market for the warrants, and we do not expect
a market to develop. In addition, we do not intend to apply for a listing of the 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 a high degree of risk. See the section entitled “Risk Factors” appearing on
page 5 of this prospectus for a discussion of information that should be considered in connection with an investment in our
securities.
Neither the Securities and Exchange Commission
nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is__________, 2023
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
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 6,372,530 shares of our common stock issuable upon exercise of certain outstanding common stock purchase
warrants. We are not selling any shares of our common stock under this prospectus, and we will not receive any proceeds from the sale
of shares of common stock offered hereby by the selling shareholders, although we will receive cash from the exercise of the 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.
PROSPECTUS SUMMARY
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 operate platforms to provide a real money online
gambling experience focused on i-gaming including casino, sportsbook and esports events. We operate under a Curacao gaming sublicense
and under a strategic partnership with Aspire Global plc (“Aspire”) allowing us to provide online betting services to various
countries around the world.
On November 29, 2021, we acquired the Business
to Consumer (“B2C”) business of 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.
February 2023 Offering
On February 2, 2023,
we entered into a Securities Purchase Agreement (the “February Purchase Agreement”) with several institutional and accredited
investors to issue, in an offering (the “February Offering”): (i) 6,372,530 shares (the “Shares”) of our
common stock, par value $0.001 per share, and (ii) warrants to purchase up to an aggregate of 6,372,530 shares of common stock (the
“February Warrants”). The combined purchase price of one share of common stock and accompanying February Warrant was $1.02.
The February Offering closed on February 6, 2023. The gross proceeds to us from the February Offering were approximately $6.5 million,
before deducting fees and other offering expenses, and excluding the proceeds, if any, from the exercise of the February Warrants.
Subject to certain ownership
limitations, the February Warrants are exercisable commencing six months after issuance. Each Warrant is exercisable into one share of
common stock at a price per share of $1.02 (as adjusted from time to time in accordance with the terms thereof) and will expire five
and one-half years from the issuance date.
The offering of the Shares
was made pursuant to our shelf registration statement on Form S-3 (File No. 333-265538), which was declared effective by the Securities
and Exchange Commission on June 22, 2022. The February Warrants and the shares of common stock issuable upon exercise of the February
Warrants were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in
reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and
Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions
under applicable state laws. Pursuant to the February Purchase Agreement, we agreed to file a registration statement with the SEC registering
the resale of the shares underlying the February Warrants as soon as practicable and in any event within 45 calendar days of the date
of the February Purchase Agreement.
On February 2, 2023,
we entered into a Placement Agent Agreement (the “Placement Agent Agreement”) with WestPark Capital, Inc. (the “WestPark”),
pursuant to which we agreed to pay WestPark an aggregate fee equal to 7.0% of the gross proceeds received by us from the sale of the securities
in the transaction. In addition, we also agreed to pay to WestPark (i) a cash fee equal to 1.0% of gross proceeds received by us from
the sale of the securities in the transaction for non-accountable expenses, and (ii) up to $50,000 of fees and other expenses.
Corporate Information
Our principal executive offices are located at
3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169. Our website address is ebet.gg. The information on or accessible through our
website is not part of this prospectus supplement and the accompanying prospectus.
Implications of Being an Emerging Growth Company
We are an “emerging growth company,”
as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012, and we may remain an emerging company for
up to five years from the closing of our initial public offering in April 2021. For so long as we remain an emerging growth company, we
are permitted and intend to rely on certain exemptions from various public company reporting requirements, including not being required
to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section
404(b) of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
any golden parachute payments not previously approved.
Risks Affecting Our Company
In evaluating an
investment in our securities, you should carefully read this prospectus and especially consider the factors incorporated by
reference in the sections titled “Risk Factors” commencing on page 5 of this prospectus and our
Annual Report on Form 10-K for the year ended September 30, 2022 incorporated by reference herein.
The Offering
Shares of common stock offered by the selling shareholders |
Up to 6,372,530 shares of our common stock issuable upon exercise of the February Warrants.
|
Shares of common stock outstanding before this offering |
25,144,675 shares of common stock
|
Shares of common stock outstanding after completion of this offering |
31,517,205 shares of common stock, assuming full exercise of the February
Warrants
|
Use of proceeds |
We will receive proceeds only upon any cash exercises of the February
Warrants, if any. See the caption “Use of Proceeds” in this prospectus.
|
Terms of this offering |
The selling shareholders, including their transferees, donees, pledgees,
assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the shares of common stock offered by this
prospectus from time to time on The NASDAQ Capital Market or any other stock exchange, market or trading facility on which the shares
are traded or in private transactions. 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.
|
NASDAQ symbol |
Our common stock is listed on the NASDAQ Capital Market under the symbol
“EBET”. There is no established public trading market for the warrants, and a market will likely never develop. The warrants
are not and will not be listed for trading on the NASDAQ Capital Market, any other national securities exchange or other nationally recognized
trading system.
|
Risk Factors |
Investing in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment. See “Risk Factors” and other information incorporated by reference into this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our common stock. |
RISK FACTORS
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.”
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:
|
· |
Our Annual Report on Form 10-K for the year ended September 30, 2022 (filed on January 13, 2023) as amended by Amendment No. 1 to the Annual Report on Form 10-K/A (filed with the SEC on January 27, 2023); |
|
|
|
|
· |
Our Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 (filed on February 10, 2023); |
|
|
|
|
· |
Our Current Reports on Form 8-K and any amendments on Form 8-K/A filed on: October 6, 2022; November 4, 2022; November 23, 2022; December 6, 2022; December 22, 2022; January 3, 2023; February 1, 2023; February 2, 2023 and February 16, 2023. |
|
|
|
|
· |
the description of our common stock, par value $0.001 per share, contained in our Registration
Statement on Form 8-A, dated and filed with the SEC on April 14, 2021, and any amendment or report filed with the SEC for the purpose
of updating the description. |
An updated description of our capital stock is
included in the accompanying prospectus under Description of Securities.
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, 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169, telephone (888) 411-2726. The documents incorporated
by reference may be accessed at our website at ebet.gg. 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.
CAUTIONARY NOTE REGARDING 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.
USE OF PROCEEDS
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 6,372,530 shares of common stock underlying
the February Warrants, would result in gross proceeds to us of a maximum of approximately $6.5 million.
We intend to use any proceeds
received by us from the cash exercise of the warrants for working capital 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 February Warrants may exercise the February
Warrants at their own discretion and at any time until their expiration subject to and in accordance with the terms of the February Warrants.
As a result, we cannot predict when or if the February Warrants will be exercised, and it is possible that the February Warrants may expire
and never be exercised. In addition, the February 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 February Warrants are exercisable. As a result, we may never receive meaningful, or any, cash proceeds from the exercise
of the February Warrants.
DIVIDEND POLICY
We have never declared or
paid any cash dividends on our common stock, and we do not currently intend to pay any cash dividends on our common stock for the foreseeable
future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay
dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our results
of operations, financial condition, capital requirements and any contractual restrictions.
Our Series A Preferred Stock is entitled to receive dividends, at a rate of 14.0% per annum, in cash or in kind, at our option, which
shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1, beginning on the first such date after the issuance
date (November 29, 2021) and ending on the 18-month anniversary of the issuance date.
SELLING SHAREHOLDERS
This prospectus covers an
aggregate of up to 6,372,530 shares of our common stock issuable upon exercise of the February 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 25,144,675 shares outstanding on March __, 2023.
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) |
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 (4) |
|
|
|
Number of Shares |
Percent of Class |
CVI Investments, Inc.(5) |
3,921,570 |
1,960,785 |
1,960,785 |
7.8% |
Nantahala Capital Partners II Limited Partnership(6) |
186,820
|
121,047 |
65,773 |
* |
Nantahala Capital Partners Limited Partnership(7) |
349,904 |
226,714 |
123,190 |
*
|
NCP RFM LP(8) |
593,167 |
384,332 |
208,835 |
* |
Blackwell Partners LLC – Series A(9) |
1,896,326 |
1,228,692 |
667,634 |
2.7% |
Everglades Global Opportunities Fund LP(10) |
822,746 |
245,088 |
577,658 |
2.3% |
Walleye Opportunities Master Fund Ltd.(11) |
4,038,487 |
1,960,785 |
2,077,702 |
8.3% |
NewGen Alternative Income Fund(12) |
633,445 |
96,800 |
536,645 |
2.1% |
NewGen Equity Long/Short Fund(13) |
1,238,124 |
140,287 |
1,142,837 |
4.4% |
Tiff Multi-Asset Fund(14) |
61,514 |
8,000 |
53,514 |
* |
* 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) Assumes that none of February Warrants that
are exercisable for the shares of our common stock offered hereby have been sold or otherwise transferred prior to the date of this prospectus
in transactions exempt from the registration requirements of the Securities Act. The February Warrants contain beneficial ownership limitations,
which provide that a holder of the warrants will not have the right to exercise any portion of its warrants if the holder, together with
its affiliates, would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of the warrants, 9.99%) of
the number of shares of our common stock outstanding immediately after giving effect to such conversion or exercise, provided that upon
at least 61 days prior notice to us, a holder of February Warrants may increase or decrease such limitation up to a maximum of 19.99%
of the number of shares of common stock outstanding.
(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) Consists of 1,960,785 shares of common stock
and 1,960,785 shares of common stock underlying the February Warrants. Heights Capital Management, Inc., the authorized agent of CVI Investments,
Inc. ("CVI"), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial
owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed
to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the
shares. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale
pursuant to the prospectus contained in the Registration Statement of Shares purchased by the Investor in this Offering.
(6) Consists of 65,773 shares of common stock
and 121,047 shares of common stock underlying the February Warrants. Nantahala Capital Management, LLC is a Registered Investment Adviser
and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of the selling stockholder as
a General Partner, or Investment Manager, and would be considered the beneficial owner of such securities. The above shall not be deemed
to be an admission by the record owners or the selling stockholder that they are themselves beneficial owners of these securities for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or any other purpose. Wilmot Harkey
and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over
the shares held by the selling stockholder.
(7) Consists of
123,190 shares of common stock and 226,714 shares of common stock underlying the February Warrants. Nantahala Capital Management, LLC
is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of such securities on
behalf of the selling stockholder as a General Partner, or Investment Manager, and would be considered the beneficial owner of such securities.
The above shall not be deemed to be an admission by the record owners or the selling stockholder that they are themselves beneficial owners
of these securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or any other
purpose. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and
dispositive power over the shares held by the selling stockholder.
(8) Consists of 208,835 shares of common stock
and 384,332 shares of common stock underlying the February Warrants. Nantahala Capital Management, LLC is a Registered Investment Adviser
and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of the selling stockholder as
a General Partner, or Investment Manager, and would be considered the beneficial owner of such securities. The above shall not be deemed
to be an admission by the record owners or the selling stockholder that they are themselves beneficial owners of these securities for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or any other purpose. Wilmot Harkey
and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over
the shares held by the selling stockholder.
(9) Consists of 667,634 shares of common stock
and 1,228,692 shares of common stock underlying the February Warrants. Nantahala Capital Management, LLC is a Registered Investment Adviser
and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of the selling stockholder as
a General Partner, or Investment Manager, and would be considered the beneficial owner of such securities. The above shall not be deemed
to be an admission by the record owners or the selling stockholder that they are themselves beneficial owners of these securities for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or any other purpose. Wilmot Harkey
and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over
the shares held by the selling stockholder.
(10) Consists of: (i) 300,992 shares of common
stock and 245,088 shares of common stock underlying the February Warrants, (ii) an additional 235,188 shares of common stock underlying
other warrants to purchase common stock, and (iv) 41,478 shares of common stock underlying shares of convertible shares of Series
A Preferred Stock. Kenneth P. Arnold has voting and dispositive power over the shares of
common stock held by Everglades Global Opportunities Fund LP.
(11) Consists of 2,077,702 shares of common stock
and 1,960,785 shares of common stock underlying the February Warrants. Walleye Capital LLC is the Manager of Walleye Opportunities Master
Fund Ltd., and has voting and dispositive power over the shares of common stock held by Walleye Opportunities Master Fund Ltd. William
England is the CEO of Walleye Capital LLC.
(12) Consists of (i) 96,800 shares of common stock
underlying the February Warrants; (ii) 302,465 shares of common stock underlying other warrants to purchase common stock, and (iii) 234,180
shares of common stock underlying shares of convertible Series A Preferred Stock.] David
Dattels, Chris Rowan and Norm Chang each have voting and dispositive power over the shares of common stock held by NewGen Alternative
Income Fund.
(13) Consists of (i) 140,287 shares of common
stock underlying the February Warrants (ii) 778,211 shares of common stock underlying other warrants to purchase common stock and (iii)
364,626 shares of common stock underlying shares of convertible Series A Preferred Stock.
David Dattels, Chris Rowan and Norm Chang each have voting and dispositive power over the shares of common stock held by NewGen Equity
Long/Short Fund.
(14) Consists of (i) 8,000 shares of common stock underlying the February
Warrants; (ii) 30,162 shares of common stock underlying other warrants to purchase common stock and (iii) 23,352 shares of common stock
underlying shares of convertible Series A Preferred Stock. David Dattels, Chris Rowan and
Norm Chang each have voting and dispositive power over the shares of common stock held by TIFF Multi-Asset Fund.
PLAN OF DISTRIBUTION
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:
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| | |
| · | 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; |
| | |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| | |
| · | an exchange distribution in accordance with the rules of the applicable exchange; |
| | |
| · | privately negotiated transactions; |
| | |
| · | settlement of short sales entered into after the effective date of the registration statement of which
this prospectus is a part; |
| | |
| · | broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a
stipulated price per share; |
| | |
| · | through the writing or settlement of options or other hedging transactions, whether such options are listed
on an options exchange or otherwise; |
| | |
| · | a combination of any such methods of sale; and |
| | |
| · | 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.
Description
of Securities
The following summary is
a description of the material terms of our securities and is not complete. You should also refer to the EBET, Inc. articles of incorporation
and amended and restated bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and
the applicable provisions of the Nevada Revised Statutes.
Authorized Capital Stock
Our articles of incorporation
authorize us to issue up to 100,000,000 shares of common stock and 10,000,000 shares of preferred stock.
Common Stock
Shares of our common stock have the following rights,
preferences and privileges:
Voting
Each holder of common stock
is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Any action at a meeting
at which a quorum is present will be decided by a majority of the voting power present in person or represented by proxy, except in the
case of any election of directors, which will be decided by a plurality of votes cast. There is no cumulative voting.
Dividends
Holders of our common stock
are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for payment, subject
to the rights of holders, if any, of any class of stock having preference over the common stock. Any decision to pay dividends on our
common stock will be at the discretion of our board of directors. Our board of directors may or may not determine to declare dividends
in the future. See “Dividend Policy.” The board’s determination to issue dividends will depend upon our profitability
and financial condition any contractual restrictions, restrictions imposed by applicable law and the SEC, and other factors that our board
of directors deems relevant.
Liquidation Rights
In the event of a voluntary
or involuntary liquidation, dissolution or winding up of the Company, the holders of our common stock will be entitled to share ratably
on the basis of the number of shares held in any of the assets available for distribution after we have paid in full, or provided for
payment of, all of our debts and after the holders of all outstanding series of any class of stock have preference over the common stock,
if any, have received their liquidation preferences in full.
Other
Our issued and outstanding
shares of common stock are fully paid and nonassessable. Holders of shares of our common stock are not entitled to preemptive rights.
Shares of our common stock are not convertible into shares of any other class of capital stock, nor are they subject to any redemption
or sinking fund provisions.
Preferred Stock
We are authorized to issue
up to 10,000,000 shares of preferred stock. Our articles of incorporation authorizes the board to issue these shares in one or more series,
to determine the designations and the powers, preferences and relative, participating, optional or other special rights and the qualifications,
limitations and restrictions thereof, including the dividend rights, conversion or exchange rights, voting rights (including the number
of votes per share), redemption rights and terms, liquidation preferences, sinking fund provisions and the number of shares constituting
the series. Our board of directors could, without stockholder approval, issue preferred stock with voting and other rights that could
adversely affect the voting power and other rights of the holders of common stock and which could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from attempting to acquire, a majority of our outstanding voting stock.
Series A Preferred Stock
Offering
On September 30, 2021, the
Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “Investors”).
Pursuant to the Subscription Agreements, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell
to such Investors shares of Series A Convertible Preferred Stock (the “Preferred Stock”) for a purchase price of $1,000.00
per share (the “Private Placement”). For each share of Preferred Stock issued, the Company issued the Investor a warrant to
purchase 150% of the shares of Company common stock underlying the Preferred Stock (the “Warrants”). The aggregate Private
Placement, which was completed on November 29, 2021 was $37,700,000.
The Preferred Stock is entitled
to receive dividends, at a rate of 14.0% per annum, in cash or in kind, which shall be payable quarterly in arrears on January 1, April
1, July 1 and October 1, beginning on the first such date after the issuance date and ending on the 18-month anniversary. With limited
exceptions, the Preferred Stock will have no voting rights. Upon any liquidation, dissolution or winding-up of the Company, the holders
of the Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company available to shareholders,
an amount equal to the greater of: (i) the purchase price for each share of Preferred Stock then held, or (ii) the amount the holders
would have received had the holders fully converted the Preferred Stock to Company common stock, in each case, before any distribution
or payment shall be made to the holders of the Company’s common stock. The Preferred Stock is convertible into Company common stock
at an initial conversion price of $28.00 per share (“Conversion Price”); provided that the Conversion Price is subject to
anti-dilution protection upon any subsequent transaction at a price lower than the Conversion Price then in effect. In addition, on each
of April 28, 2023, July 31, 2023 and October 31, 2023 (each, an “Adjustment Date”), the Conversion Price shall be adjusted
to the lesser of: (i) the Conversion Price in effect on the Adjustment Date, or (ii) 85% of the average closing price of the Company’s
common stock for the fifteen trading days prior to the Adjustment Date.
The Warrants expire on the
fifth anniversary thereafter. The Warrants are exercisable at an exercise price of $1.02 per share, provided that the exercise price is
subject to anti-dilution protection upon any subsequent transaction at a price lower than the exercise price then in effect. The Warrants
can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for,
the resale of the shares of common stock underlying the Warrants.
The holders of the Preferred
Stock and Warrants will not have the right to convert or exercise any portion of the Preferred Stock and Warrants to the extent that,
after giving effect to such conversion, such holder (together with certain related parties) would beneficially own in excess of 4.99%
of the Company’s common stock outstanding immediately after giving effect to such conversion or exercise.
February 2023 Warrants
On
February 2, 2023, we entered into a securities purchase agreement, the February Purchase Agreement, with several institutional and accredited
investors to issue in the February Offering: (i) 6,372,530 shares of our common stock (the Shares), and (ii) warrants to purchase
up to an aggregate of 6,372,530 shares of common stock (the February Warrants). The combined purchase price of one Share and the accompanying
Investor Warrant was $1.02. The February Warrants were issued at closing of the February Offering on February 6, 2023, and are exercisable
commencing August 7, 2023.
The
February Warrants provide that no holder of such warrant will be permitted to exercise such warrants to the extent that the holder or
any of its affiliates would beneficially own in excess of 4.99% (or, upon election by such holder prior to the issuance of any Warrants,
9.99%) of our common stock after such conversion or exercise.
Each
Warrant is exercisable into one share of common stock at a price per share of $1.02 (as adjusted from time to time in accordance with
the terms thereof) and will expire five and one-half years from the issuance date.
The
offering of the Shares was made pursuant to our shelf registration statement on Form S-3 (File No. 333-265538), which was declared effective
by the Securities and Exchange Commission on June 22, 2022. The February Warrants and the shares of common stock issuable upon exercise
of the February Warrants were sold and issued without registration under the Securities Act, in reliance on the exemptions provided by
Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 of Regulation D promulgated under
the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Pursuant to the
February Purchase Agreement, we agreed to file a registration statement with the SEC registering the resale of the shares underlying the
February Warrants as soon as practicable, and in any event within 45 calendar days of the date of the February Purchase Agreement.
Articles of Incorporation and Bylaw Provisions
Our articles of incorporation
and bylaws include a number of anti-takeover provisions that may have the effect of encouraging persons considering unsolicited tender
offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts.
These provisions include:
Advance Notice
Requirements. Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates
for election as directors or new business to be brought before meetings of stockholders. These procedures provide that notice of stockholder
proposals must be timely and given in writing to our corporate Secretary. Generally, to be timely, notice must be received at our principal
executive offices not fewer than 120 calendar days prior to the first anniversary date on which our notice of meeting and related proxy
statement were mailed to stockholders in connection with the previous year’s annual meeting of stockholders. The notice must contain
the information required by the bylaws, including information regarding the proposal and the proponent.
Special Meetings of Stockholders.
Our bylaws provide that special meetings of stockholders may be called at any time by only the Chairman of the Board, the Chief Executive
Officer, the President or the board of directors, or in their absence or disability, by any vice president.
No Written Consent of Stockholders.
Our articles of incorporation and bylaws provide that any action required or permitted to be taken by stockholders must be effected at
a duly called annual or special meeting of stockholders and may not be effected by any consent in writing by such stockholders.
Amendment of Bylaws.
Our stockholders may amend any provisions of our bylaws by obtaining the affirmative vote of the holders of a majority of each class of
issued and outstanding shares of our voting securities, at a meeting called for the purpose of amending and/or restating our bylaws.
Preferred Stock. Our
articles of incorporation authorizes our board of directors to create and issue rights entitling our stockholders to purchase shares of
our stock or other securities. The ability of our board to establish the rights and issue substantial amounts of preferred stock without
the need for stockholder approval may delay or deter a change in control of us.
Nevada Takeover Statute
The Nevada Revised Statutes
contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. Nevada’s “acquisition
of controlling interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling
interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling
interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the
corporation elects to restore such voting rights. These laws will apply to us if we were to have 200 or more stockholders of record (at
least 100 of whom have addresses in Nevada appearing on our stock ledger) and do business in the State of Nevada directly or through an
affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling
interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires
shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1)
one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting
power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the
transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered
to acquire a controlling interest become “control shares” to which the voting restrictions described above apply. These laws
may have a chilling effect on certain transactions if our articles of incorporation or amended and restated bylaws are not amended to
provide that these provisions do not apply to us or to an acquisition of a controlling interest, or if our disinterested stockholders
do not confer voting rights in the control shares.
Nevada’s “combinations
with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) provide that specified types of business “combinations”
between certain Nevada corporations and any person deemed to be an “interested stockholder” of the corporation are prohibited
for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors
approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless
the combination is approved by the board of directors and 60% of the corporation’s voting power not beneficially owned by the interested
stockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after such
two-year period. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner,
directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or
associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% or
more of the voting power of the then-outstanding shares of the corporation. The definition of the term “combination” is sufficiently
broad to cover most significant transactions between a corporation and an “interested stockholder”. These laws generally apply
to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation
not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation,
the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power
of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until
18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder
on or before the effective date of the amendment. We have not made such an election in our original articles of incorporation or in our
articles of incorporation.
Limitations on Liability and Indemnification of Officers and Directors
Our articles of incorporation
and bylaws limit the liability of our officers and directors and provide that we will indemnify our officers and directors, in each case,
to the fullest extent permitted by the Nevada Revised Statutes.
Listing
Our common stock is listed
on the NASDAQ Capital Market under the symbol “EBET.”
Transfer Agent
The transfer
agent for our common stock is Continental Stock Transfer and Trust Company located at 1 State Street, 30th Floor, New York, NY 10004.
LEGAL MATTERS
The validity of the securities offered hereby will
be passed upon for us by ArentFox Schiff LLP, Washington, DC.
EXPERTS
The audited financial statements as
of September 30, 2022, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended
September 30, 2022, incorporated by reference in this prospectus and elsewhere in the registration statement have been incorporated
by reference in reliance upon the report of BF Borgers CPA PC, independent registered public accountants, upon the authority of said firm
as experts in accounting and auditing.
The audited financial statements as
of September 30, 2021, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended
September 30, 2021, 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.
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.
EBET, Inc.
6,372,530 Shares of Common Stock
Issuable upon Exercise of Outstanding Warrants
PROSPECTUS
__________________, 2023
We have not authorized any dealer, salesperson
or other person to give any information or to make any representations not contained in this prospectus. You must not rely on any unauthorized
information. This prospectus is not an offer to sell these securities in any jurisdiction where an offer or sale is not permitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. 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 |
|
$ | 284.41 | |
Legal fees and expenses |
|
| 15,000 | |
Accounting fees and expenses |
|
| 15,000 | |
Miscellaneous fees and expenses |
|
| 5,000 | |
Total |
|
$ | 35,284.41 | |
Item 14. Indemnification of Directors and Officers.
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 15. Recent Sales of Unregistered Securities.
Except as set forth below,
in the three years preceding the filing of this Registration Statement, the Registrant has not issued any securities that were not registered
under the Securities Act:
On September 24, 2020, the
Registrant entered into an exchange agreement with the members of Global E-sports Entertainment Group, LLC pursuant to which the Registrant
acquired 100% of the entity and issued the members an aggregate of 7,340,421 shares of common stock.
On September 1, 2020, the
Registrant’s wholly owned subsidiary, ESEG Limited, entered into three domain purchase agreements pursuant to which we issued convertible
notes and warrants as consideration for the purchase price of each domain. Each of the domain purchase agreements required the issuance
of a 10% convertible note in principal amount of $700,000 and the issuance of a warrant to purchase ordinary shares of ESEG. Two of these
agreements also require an additional cash payment after five years, totaling $675,000. Upon the Registrant’s acquisition of ESEG,
the Registrant exchanged the ESEG securities issued to the domain sellers for its securities. Accordingly, the Registrant issued each
of the three domain seller a 10% convertible note in principal amount of $700,000, which matures on March 1, 2022 and is convertible at
the option of the holder at a conversion price of $0.50 per share, and the Registrant issued the three domain sellers a five-year warrant
to purchase 745,000 shares, 635,000 shares, and 635,000 shares, respectively, of its common stock at an exercise price of $0.30 per share.
In October and November 2020,
the Registrant entered into four consulting agreements pursuant to which it issued the service providers an aggregate of 683,334 shares
of common stock.
During October and November
2020, the Registrant completed a private placement to accredited investors of 2,000,000 shares of common stock for gross proceeds of $4.0
million. In connection with the private placement, the Registrant issued the placement agents warrants to purchase an aggregate of 173,625
shares of common stock at a purchase price of $2.00 per share.
During January and February
2021, the Registrant completed a private placement to accredited investors of 250,014 shares of common stock for gross proceeds of $0.75
million. In connection with the private placement, the Registrant issued placement agents warrants to purchase an aggregate of 8,750 shares
of common stock at a purchase price of $3.00 per share.
On May 6, 2021, the Registrant
exercised its option for a licensing agreement (the “License Agreement”) with Colossus (IOM) LTD, a company registered in
the Isle of Man (“Colossus”). Upon exercise of the option, the Company made a payment of GBP £200,000 and agreed to
issue Colossus 65,000 shares of common stock.
On November 29, 2021, the
Registrant issued 37,700 shares of Series A Preferred Stock to accredited investors in a private placement for a purchase price of $1,000.00
per share, for aggregate gross proceeds of $37,700,000 (the “Private Placement”). For each share of Series A Preferred Stock
issued, the Registrant issued the investor a warrant to purchase 150% of the shares of common stock underlying the Series A Preferred
Stock. Subject to receipt of shareholder approval, the warrants will become exercisable and will expire on the fifth anniversary thereafter.
The warrants will initially be exercisable at an exercise price of $30.00 per share.
On November 29, 2021, in connection
with a credit agreement, the Registrant issued the lender a warrant (the “Lender Warrant”) to purchase 1,567,840 shares of
common stock at an exercise price of $25.00 per share expiring on the earlier to occur of (i) five years following the issue date or (ii)
the second anniversary of the satisfaction of all obligations of the Company under the Credit Agreement.
On November 29, 2021, the
Registrant closed the acquisition agreement by and between the Registrant, certain of subsidiaries of the Registrant and Aspire Global
plc, a company incorporated under the laws of Malta (“Aspire”), and certain Aspire related companies. At closing, the Registrant
issued Aspire, among other consideration (i) a note for €10,000,000 (the “Note”); and (ii) 186,838 shares of Company
common stock, which were valued at €5,000,000 (based on the weighted-average per-share price of the ten trading days prior to the
execution date of the acquisition agreement (the “Exchange Shares”). Under certain circumstances, the Note is convertible
into shares of Registrant common stock.
On
June 7, 2022, we entered into Securities Purchase Agreements (the “June 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 “June
Warrants”). The June Offering closed on June 17, 2022. The combined purchase price of one share of common stock and accompanying
June Warrant was $3.58. Subject to certain ownership limitations, the June Warrants are exercisable six months after issuance. Each June
Warrants 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 June Warrants.
On
February 2, 2023, we entered into a Securities Purchase Agreement (the “February Purchase Agreement”) with several institutional
and accredited investors to issue, in an offering (the “February Offering”): (i) 6,372,530 shares (the “Shares”)
of our common stock, par value $0.001 per share, and (ii) warrants to purchase up to an aggregate of 6,372,530 shares of common stock
(the “February Warrants”). The combined purchase price of one share of common stock and accompanying Investor Warrant was
$1.02. The February Offering closed on February 6, 2023. The gross proceeds to us from the February Offering was approximately $6.5 million,
before deducting fees and other offering expenses, and excluding the proceeds, if any, from the exercise of the February Warrants.
Subject to certain ownership limitations, the February Warrants are exercisable commencing six months after issuance. Each Warrant is
exercisable into one share of common stock at a price per share of $1.02 (as adjusted from time to time in accordance with the terms thereof)
and will expire five and one-half years from the issuance date.
The
offering of the Shares was made pursuant to our shelf registration statement on Form S-3 (File No. 333-265538), which was declared effective
by the Securities and Exchange Commission on June 22, 2022. The February Warrants and the shares of common stock issuable upon exercise
of the February Warrants were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public
offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors, and in reliance on similar
exemptions under applicable state laws. Pursuant to the February Purchase Agreement, we agreed to file a registration statement with the
SEC registering the resale of the shares underlying the February Warrants as soon as practicable and in any event within 45 calendar days
of the date of the February Purchase Agreement.
All of the securities above
were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated
thereunder.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
Exhibit
Number |
Description of Document |
2.1 |
Share Purchase Agreement, dated as of September 30, 2021 (incorporated by reference to the exhibit 2.1 of the Form 8-K filed October 1, 2021) |
3.1 |
Articles of Incorporation of EBET, Inc. (incorporated by reference to exhibit 3.1 to the Company’s Form S-1 file no. 333-254068) |
3.2 |
Amended and Restated Bylaws of EBET, Inc. (incorporated by reference to exhibit 3.2 to the Company’s Form 8-K filed May 5, 2022) |
3.3 |
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to exhibit 3.1 to the Company’s Form 8-K filed February 1, 2023) |
3.4 |
Articles of Merger (incorporated by reference to exhibit 3.1 to the Company’s Form 8-K filed May 5, 2022) |
3.5 |
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock filed February 1, 2023 (incorporated by reference to exhibit 3.1 to the Company’s Form 8-K filed February 1, 2023) |
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 issued in connection with Domain Purchase Agreements (incorporated by reference to exhibit 4.3 to the Company’s Form S-1 file no. 333-254068) |
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 EBET, 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 June 2022 Investor Warrant (incorporated by reference to exhibit 4.1 to the Company’s Form 8-K filed June 8, 2022) |
4.9 |
Form of February 2023 Common Warrant (incorporated by reference to exhibit 4.1 to the Company’s Form 8-K filed February 2, 2023) |
5.1 * |
Opinion of ArentFox Schiff LLP |
10.1 ** |
2020 Stock Plan of EBET, Inc., as amended, and forms of award agreements thereunder (incorporated by reference to exhibit 99.1 to the Company’s Form S-8 file no. 333- 266678) |
10.2 |
Domain Purchase Agreement between ESEG Limited and Dover Hill LLC (incorporated by reference to exhibit 10.7 to the Company’s Form S-1 file no. 333-254068) |
10.3 |
Domain Purchase Agreement between ESEG Limited and Esports Group LLC (incorporated by reference to exhibit 10.8 to the Company’s Form S-1 file no. 333-254068) |
10.4 |
Domain Purchase Agreement between ESEG Limited and YSW Holdings, Inc. (incorporated by reference to exhibit 10.9 to the Company’s Form S-1 file no. 333-254068) |
10.5 ** |
Form of Independent Director Agreement (incorporated by reference to exhibit 10.10 to the Company’s Form S-1 file no. 333-254068) |
10.6 + |
Software License Agreement between Galaxy Group Ltd. and ESEG Limited Dated September 28, 2020 (incorporated by reference to exhibit 10.11 to the Company’s Form S-1 file no. 333-254068) |
10.7 + |
White Label Agreement by and between Splash Technology Limited, and EBET, Inc. dated February 5, 2021 (incorporated by reference to exhibit 10.12 to the Company’s Form S-1 file no. 333-254068) |
10.8 |
License Agreement between EBET, Inc. and Colossus (IOM) Limited dated May 6, 2021 (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed May 12, 2021) |
10.9 ** |
First Amended and Restated Employment Agreement between EBET, Inc. and Aaron Speach dated November 5, 2021 (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed November 9, 2021) |
10.10 ** |
Non-Employee Director Compensation Policy (incorporated by reference to exhibit 10.3 to the Company’s Form 8-K filed November 9, 2021) |
10.11 |
Form of Preferred Stock Subscription Agreement (incorporated by reference to the Exhibit 10.1 of the Form 8-K filed October 1, 2021) |
10.12 + |
Credit Agreement dated November 29, 2021 between EBET, Inc., certain subsidiaries of EBET, Inc., and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.2 of the Form 8-K filed December 1, 2021) |
10.13 |
Form of June 2022 Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed June 8, 2022) |
10.14 |
Note Conversion Option Agreement between EBET, Inc. and CP BF LENDING, LLC (incorporated by reference to exhibit 10.2 to the Company’s Form 8-K filed June 8, 2022) |
10.15 |
Amendment to Note Conversion Option Agreement between EBET, Inc. and CP BF LENDING, LLC (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed June 17, 2022) |
10.16 ** |
Employment Agreement between EBET, Inc. and Matthew Lourie (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed September 9, 2022) |
10.17 ** |
Employment Agreement between EBET, Inc. and Mark Thorne (incorporated by reference to exhibit 10.20 to the Company’s Form 10-K/A filed January 27, 2023) |
10.18 |
Form of February 2023 Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed February 2, 2023) |
10.19 |
Form of February 2023 Placement Agent Agreement between the Company and WestPark (incorporated by reference to exhibit 10.2 to the Company’s Form 8-K filed February 2, 2023) |
10.20 ** |
Separation of employment and release agreement between EBET, Inc. and Mark Thorne (incorporated by reference to exhibit 10.1 to the Company’s Form 8-K filed February 16, 2023) |
21 |
List of Subsidiaries (incorporated by reference to the exhibit 21 of the Form 10-K filed December 23, 2021) |
23.1* |
Consent of BF Borgers CPA PC |
23.2* |
Consent of PWR CPA LLP |
23.3* |
Consent of ArentFox Schiff LLP (included in Exhibit 5.1) |
24.1* |
Power of Attorney (included on signature page) |
107* |
Calculation of Filing Fee Table |
_______________
* |
Filed herewith. |
** |
Management contract or compensatory plan, contract or arrangement. |
+ |
Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit. |
(b) Consolidated Financial
Statement Schedules: All schedules are omitted because the required information is inapplicable or the information is presented
in the consolidated financial statements and the related notes.
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 registration statement is on Form S-1 and 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.
SIGNATURES
Pursuant to the requirements
of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Las Vegas, Nevada, on March 17, 2023.
|
EBET, INC. |
|
(Registrant) |
|
|
|
By: |
/s/ Aaron Speach |
|
|
Aaron Speach |
|
|
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that the undersigned officers and directors of EBET, Inc., a Nevada corporation, that is filing a registration statement on Form S-1 with
the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Aaron
Speach and Matthew Lourie their true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for
him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments, exhibits
thereto and other documents in connection therewith) to the registration statement , any subsequent registration statement filed by the
registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended, which relates to this registration statement, and to file
the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all interests and purposes as they might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities
and on the dates indicated:
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
/s/ Aaron Speach |
|
Chief Executive Officer, President and Director |
|
March 17, 2023 |
Aaron Speach |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Matthew Lourie |
|
Chief Financial Officer |
|
March 17, 2023 |
Matthew Lourie |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Michael Nicklas |
|
Director |
|
March 17, 2023 |
Michael Nicklas |
|
|
|
|
|
|
|
|
|
/s/ Dennis Neilander |
|
Director |
|
March 17, 2023 |
Dennis Neilander |
|
|
|
|
|
|
|
|
|
/s/ Christopher S. Downs |
|
Director |
|
March 17, 2023 |
Christopher S. Downs |
|
|
|
|
|
|
|
|
|
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