Sec Form 3 Filing - CP BF Lending, LLC @ EBET, Inc. - 2023-02-06

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CP BF Lending, LLC
2. Issuer Name and Ticker or Trading Symbol
EBET, Inc. [ EBET]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1910 FAIRVIEW AVE. E., SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/06/2023
(Street)
SEATTLE, WA98102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note $ 3.58 02/06/2023( 1 ) 11/29/2024( 2 ) Common Stock 1,396,648 D
Common Stock Warrants (right to buy) $ 16.95 11/29/2021 11/29/2026 Common Stock 2,312,449 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CP BF Lending, LLC
1910 FAIRVIEW AVE. E.
SUITE 300
SEATTLE, WA98102
X
Signatures
CP BF Lending, LLC,By: CP Business Finance GP, LLC, its manager,By: Columbia Pacific Advisors, LLC, its manager/s/ Alan Spragins, Authorized Signatory 02/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 29, 2021, the Reporting Person entered into a credit agreement with the Registrant (the "Credit Agreement"). In connection with the Credit Agreement, the parties entered into an option agreement to permit, at any time after the Registrant completes common equity financings of at least $5 million (the "Financing Condition"), $5 million of the outstanding loan balance under the Credit Agreement to became convertible to common stock at the Reporting Person's election (the "Note Conversion Option"). In connection with the closing the Registrant's common equity financing on February 6, 2023, the Financing Condition was achieved, and the Reporting Person's Note Conversion Option became exercisable.
( 2 )The Note Conversion Option expires upon the earlier of (i) maturity of the loan on November 29, 2024, subject to extension in accordance with the terms of the Credit Agreement, or (ii) repayment of the loan in full.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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