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): ~~April~~May 129, 2024

___________________________

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: None

Item 24.0301 ~~Creation~~Changes ofin aRegistrant's ~~Direct~~Certifying ~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Accountant.

On ~~June~~May 309, ~~2023~~2024, ~~EBET,~~the ~~Inc.~~Audit ~~(the~~Committee ~~“Company”),~~of the ~~subsidiaries~~Board of ~~the~~Directors ~~Company and CP BF Lending, LLC~~ (~~“Lender”), entered into a forbearance agreement (~~the “~~Forbearance~~Audit ~~Agreement~~Committee”). Inof ~~connection with the Forbearance Agreement~~EBET, ~~the Lender agreed to provide the Company with a revolving line of credit in the amount of $2~~Inc.0 ~~million~~ (the “~~Revolving Note~~Company”), ~~with~~dismissed ~~any~~BF ~~advances under the Revolving~~Borgers ~~Note to be made in the sole discretion of the Lender. On September 29~~CPA, ~~2023,~~PC the Lender agreed to increase the maximum available amount of the Revolving Loan to $4.0 million. On January 9, 2024, the Lender agreed to increase the maximum available amount of the Revolving Loan from $4.0 million to $6.5 million. On April 12, 2024, the parties entered into a Fourth Amendment to Credit Agreement (“~~Amendment~~BF Borgers”) ~~pursuant~~ toas ~~which,~~its ~~among~~independent ~~other~~registered ~~items,~~public ~~the~~accounting ~~maximum~~firm, ~~available~~effective ~~amount~~as of ~~the~~such ~~Revolving Loan was increased to $11~~date.~~0 million.~~

~~Pursuant~~The toreport ~~the~~of ~~Forbearance Agreement,~~BF Borgers on the Company’s ~~acknowledged,~~financial ~~among~~statements ~~other items, that,~~ as of ~~June~~September 30, 2023, itand ~~was~~2022 indid ~~default~~not ~~under~~contain ~~the~~an ~~credit~~adverse ~~agreement~~opinion ~~with~~or ~~the~~disclaimer of opinion, ~~Lender~~and ~~(“Credit~~was ~~Agreement”).~~not ~~Pursuant~~qualified or modified as to ~~the~~uncertainty, ~~Forbearance~~audit ~~Agreement~~scope, ~~the~~or ~~Lender~~accounting ~~agreed~~principles, toother ~~forbear~~than ~~from~~an ~~exercising~~explanatory ~~its~~paragraph ~~rights~~relating ~~and~~to ~~remedies against~~ the Company’s ~~and~~ability ~~the~~to ~~guarantors~~continue ~~under~~as ~~the~~a ~~Credit~~going ~~Documents~~concern. ~~until~~During the ~~earlier~~Company’s oftwo ~~September~~most ~~15,~~recent ~~2023~~fiscal oryears ~~the~~ended ~~occurrence~~September of30, a2022 ~~termination~~and ~~event~~2023, ~~which~~and ~~date~~through ~~was~~May ~~later~~9, ~~extended to June 30~~2024, ~~2025.~~the ~~Pursuant~~date toof ~~the~~BF ~~Amendment~~Borgers’ dismissal, ~~the~~there ~~Company~~were ~~acknowledged~~no: ~~that~~(1) ~~due~~disagreements ~~to the~~(as ~~issuance~~defined in Item 304(a)(1)(iv) of Regulation S-K and anthe ~~arbitration~~related ~~award~~instructions ~~against~~to ~~the~~Item ~~Company~~304 onof orRegulation ~~about~~S-K) ~~January~~with 5,BF ~~2024,~~Borgers aon ~~termination~~any ~~event~~matter ~~had~~of ~~occurred~~accounting ~~under~~principles ~~the~~or ~~Forbearance~~practices, ~~Agreement.~~financial ~~However~~statement disclosure, ~~the~~or ~~Lender~~auditing ~~has~~scope ~~agreed~~or inprocedures, ~~the~~which ~~Amendment~~disagreements, ~~that~~if ~~that~~not ~~such~~resolved ~~termination~~to ~~event~~the ~~would~~satisfaction ~~not~~of ~~take~~BF ~~effect~~Borgers, would ~~until~~have ~~the~~caused ~~earlier~~BF ~~of June~~Borgers ~~17,~~to ~~2024~~make orreference to the ~~date~~matter ofin ~~another~~its ~~termination~~report ~~event~~on ~~unless~~the ~~otherwise~~financial ~~waived~~statements orfor ~~modified~~such ~~by mutual agreement~~year.

~~SIGNATURE~~The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.

~~Pursuant~~On toMay 12, 2024, the ~~requirements~~Audit ofCommittee approved the ~~Securities~~appointment ~~and~~of ~~Exchange~~Astra ~~Act~~Audit of& ~~1934~~Advisory, ~~the~~LLC ~~registrant~~(“Astra”) ~~has~~(formerly ~~duly~~known ~~caused~~as ~~this~~Coastal ~~report~~Accounting to& Consulting, beLLC, ~~signed~~PCAOB onID ~~its~~#6920) ~~behalf~~as bythe Company’s independent registered public accounting firm for the ~~undersigned~~fiscal year ended September ~~hereunto~~30, ~~duly~~2024 ~~authorized~~and 2023.

	EBET, INC.
Date: April 18, 2024
	By: /s/ Matthew Lourie
	Matthew Lourie
	Chief Financial Officer

During the Company’s two most recent fiscal years ended September 30, 2023 and 2022, and through May 12, 2024, neither the Company nor anyone on their behalf consulted with Astra with respect to either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither written nor oral advice was provided to the Company that Astra concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

2SIGNATURE

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: May 15, 2024
	By: /s/ Matthew Lourie
	Matthew Lourie
	Chief Financial Officer

Filing Compare · EBET, Inc.