Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 29, 2021, EBET, Inc. (the "Company") issued 37,700 shares of its
Series A Convertible Preferred Stock (the "Preferred Stock") for a purchase
price of $1,000.00 per share ("November Placement"). The Preferred Stock is
convertible into Common Stock at an initial conversion price of $28.00 per share
("Preferred Conversion Price"); provided that the Preferred Conversion Price is
subject to anti-dilution protection upon any subsequent transaction at a price
lower than the Preferred Conversion Price then in effect. In addition, on
December 31, 2022 and April 15, 2023 (the "Adjustment Dates"), the Preferred
Conversion Price was to be adjusted to the lesser of: (i) the Preferred
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.
On December 30, 2022, the holders of a majority of the Preferred Stock approved
an amendment to the terms of the Preferred Stock to: (i) extend the initial
Adjustment Date from December 31, 2022 to January 31, 2023; and (ii) to modify
the definition of "Exempt Issuance" to permit the issuance of shares of Company
common stock to consultants. On December 30, 2022, the Amended and Restated
Certificate of Designation of Preferences, Rights and Limitations of the Series
A Convertible Preferred Stock was filed in the State of Nevada.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Exhibit Description
3.1 Amended and Restated Certificate of Designation of Preferences, Rights
and Limitations of the Series A Convertible Preferred Stock
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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