Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2023

___________________________

EBET, Inc.

(Exact name of registrant as specified in its charter)

___________________________

Nevada

001-40334

85-3201309

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (888) 411-2726

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	EBET	The NASDAQ Stock Market LLC

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 12, 2023, EBET, Inc. (the “Company”) received written notice (the “Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) that it would delist the Company’s shares of common stock from the Nasdaq Capital Market upon the opening of trading on October 13, 2023. The Company’s common stock will be traded on the OTC Pink Sheets while it pursues an uplisting to the OTCQB exchange. There can be no assurance that a market for the Company’s shares will develop on either the OTC Pink Sheets or OTCQB exchange, if the Company is able to uplist to such exchange.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1	Press release dated October 12, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EBET, INC.


Date: October 12, 2023
	By: /s/ Matthew Lourie
	Matthew Lourie
	Chief Financial Officer

Exhibit 99.1

EBET Common Stock to Begin Trading on the OTC Pink Sheets on October 13

EBET to Cease from Trading on Nasdaq

EBET, Inc. (“EBET” or the “Company”), a global online i-gaming casino website operator, today announced that on October 12, 2023 it received formal notice from the NASDAQ Stock Market that the Company’s common stock has been suspended from trading on the Nasdaq Capital Market effective October 13, 2023, due to failure to demonstrate compliance with Listing Rules 5550(a)(2) and 5550(b)(1).

The Company’s common stock will be quoted on the Pink Sheets platform operated by OTC Markets Group Inc. (the “OTC”) and will commence trading on October 13, 2023 at the market open under the “EBET” ticker symbol.

The Company’s stock will be quoted on the OTC Pink® Open Market while it pursues an uplisting to the OTCQB exchange.

About EBET

EBET operates and develops i-gaming wagering products for bettors around the world. The Company is focused on bringing better i-gaming products to market in order to cater to the Millennial and Gen-Z demographics in the wagering space. EBET operates online sportsbook and casino brands Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, GenerationVIP and Gogawi, active in countries around the world. The company was awarded Esport Product of the Year at the 2021 SiGMA Europe and the 2022 SiGMA Asia and SiGMA Americas Awards. Its brand Karamba received SBC's award for Innovation in Casino & Gaming Entertainment and the 2022 SiGMA Americas award for Online Casino of the Year. For more information, visit: https://ebet.gg/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Act, and Section 21E of the Securities Exchange Act of 1934, as amended, and Private Securities Litigation Reform Act, as amended, including those relating to the Company’s ability to uplist its common stock to the OTCQB. These statements relate to future events, future expectations, plans and prospects. These statements may be identified by the use of forward-looking expressions, including, but not limited to, "expect," "anticipate," "intend," "plan," "believe," "estimate," "potential," "predict," "project," "should," "would" and similar expressions and the negatives of those terms. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, actual results or outcomes may prove to be materially different from the expectations expressed or implied by such forward-looking statements. Meaningful factors that could cause actual results to differ include, but are not limited to, whether we will have adequate financial resources to enable us to pursue our business successfully. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed in the Company’s filings with the Securities and Exchange Commission, including as set forth in Item 1A. “Risk Factors” in the Company’s most recently filed Form 10-K filed with the Securities and Exchange Commission and updated from time to time in its Form 10-Q filings and in its other public filings with the SEC. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.

Investor Relations Contact:

irc@ebet.gg

Cover	Oct. 12, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 12, 2023
Entity File Number	001-40334
Entity Registrant Name	EBET, Inc.
Entity Central Index Key	0001829966
Entity Tax Identification Number	85-3201309
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3960 Howard Hughes Parkway, Suite 500,
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89169
City Area Code	(888)
Local Phone Number	411-2726
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	EBET
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false