UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended MarchDecember 31, 20212023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From to
Commission File Number: 001-40334
Esports Technologies,EBET, Inc.
(Exact(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 85-3201309 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(702) 481-1779(888)411-2726
(Registrant's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐ ☒ No ☒☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| 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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No☒
The registrant had 13,048,769 shares of common stock outstanding at May 17, 2021.on February 12, 2024.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
The forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to those described under the “Risk Factors” section and include, among other things:
| · | our ability to successfully integrate our asset acquisitions; | |
| · | our ability to introduce new enhancements to our |
| · | our ability to obtain additional funding to develop additional services and |
| · | our ability to achieve and maintain compliance with the covenants in our forbearance agreement related to our debt obligations or to obtain additional waivers of such covenants until we are able to do so; | |
| · | compliance with obligations under intellectual property licenses with third parties; |
| · | market acceptance of our new offerings; |
| · | competition from existing online offerings or new offerings that may emerge; |
| · | our ability to establish or maintain collaborations, licensing or other arrangements; |
| · | our ability and third parties’ abilities to protect intellectual property rights; |
| · | our ability to adequately support future growth; and |
| · | our ability to attract and retain key personnel to manage our business effectively. |
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q, particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments we may make or enter into.
| 2 |
Esports Technologies,EBET, Inc.
FORM 10-Q
For the Quarter Ended MarchDecember 31, 20212023
INDEX
| 3 |
PART I - FINANCIAL INFORMATION
Item 1 -1. Financial Statements. Statements
ESPORTS TECHNOLOGIES,EBET, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, | September 30, | December 31, | September 30, | |||||||||||||
| 2021 | 2020 | 2023 | 2023 | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 2,269,615 | $ | – | $ | 539,327 | $ | 304,709 | ||||||||
| Accounts receivable, net | – | 33,839 | 786,751 | 643,254 | ||||||||||||
| Deferred financing costs | 125,900 | 50,000 | ||||||||||||||
| Other current assets | 37,294 | – | ||||||||||||||
| Prepaid expenses | 53,926 | – | ||||||||||||||
| Prepaid expenses and other current assets | 1,143,229 | 1,331,201 | ||||||||||||||
| Total current assets | 2,486,735 | 83,839 | 2,469,307 | 2,279,164 | ||||||||||||
| Long term assets: | ||||||||||||||||
| Software and equipment, net | 135,805 | – | ||||||||||||||
| Intangible assets - cryptocurrency | 8,781 | 44,562 | ||||||||||||||
| Intangible assets - domain names, net | 2,239,606 | 2,239,606 | ||||||||||||||
| Other long-term assets | 133,770 | – | ||||||||||||||
| Fixed assets, net | 132,120 | 161,213 | ||||||||||||||
| Intangible assets, net | 3,529,929 | 3,701,609 | ||||||||||||||
| Goodwill | 9,348,434 | 8,962,652 | ||||||||||||||
| Total assets | $ | 5,004,697 | $ | 2,368,007 | $ | 15,479,790 | $ | 15,104,638 | ||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable and accrued liabilities | $ | 468,832 | $ | 55,760 | $ | 23,577,873 | $ | 22,775,031 | ||||||||
| Accounts payable, related party | 155,228 | 152,888 | ||||||||||||||
| Borrowings, current portion | 42,872,144 | 39,252,130 | ||||||||||||||
| Liabilities to users | 41,850 | 8,809 | 944,280 | 937,948 | ||||||||||||
| Total current liabilities | 665,910 | 217,457 | 67,394,297 | 62,965,109 | ||||||||||||
| Convertible notes payable, net of discount | 776,489 | 116,667 | ||||||||||||||
| Other long term liabilities, net of discount | 442,680 | 422,409 | ||||||||||||||
| Long-Term Liabilities: | ||||||||||||||||
| Borrowings, net of current portion | 572,888 | 559,597 | ||||||||||||||
| Total liabilities | 1,885,079 | 756,533 | 67,967,185 | 63,524,706 | ||||||||||||
| COMMITMENTS AND CONTINGENCIES | – | – | ||||||||||||||
| Stockholders' equity: | ||||||||||||||||
| Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 0 issued and outstanding | – | – | ||||||||||||||
| Common stock; $0.001 par value, 100,000,000 shares authorized, 10,648,769 and 7,340,421 shares issued and outstanding as of March 31, 2021 and September 30, 2020, respectively | 10,649 | 7,340 | ||||||||||||||
| Stockholders' equity (deficit): | ||||||||||||||||
| Preferred Stock, $ par value, shares authorized, issued and outstanding | – | – | ||||||||||||||
| Common Stock; $ par value, shares authorized shares issued and outstanding as of December 31, 2023 and September 30, 2023 | 14,980 | 14,980 | ||||||||||||||
| Additional paid-in capital | 9,684,886 | 3,053,660 | 103,496,621 | 103,255,793 | ||||||||||||
| Accumulated other comprehensive deficit | (1,021,179 | ) | (532,401 | ) | ||||||||||||
| Accumulated deficit | (6,575,917 | ) | (1,449,526 | ) | (154,977,817 | ) | (151,158,440 | ) | ||||||||
| Total stockholders’ equity | 3,119,618 | 1,611,474 | ||||||||||||||
| Total stockholders’ equity (deficit) | (52,487,395 | ) | (48,420,068 | |||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 5,004,697 | $ | 2,368,007 | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ | 15,479,790 | $ | 15,104,638 | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
ESPORTS TECHNOLOGIES,EBET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Six Months Ended | Three Months Ended | ||||||||||||||||||||||
| March 31, | March 31, | December 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2023 | 2022 | |||||||||||||||||||
| Revenue | $ | 33,834 | $ | 40,750 | $ | 44,628 | $ | 77,878 | $ | 4,284,055 | $ | 14,407,964 | ||||||||||||
| Cost of revenue | (12,465 | ) | (27,002 | ) | (24,724 | ) | (52,167 | ) | (2,241,465 | ) | (8,518,622 | ) | ||||||||||||
| Gross profit (loss) | 21,369 | 13,748 | 19,904 | 25,711 | ||||||||||||||||||||
| Gross profit | 2,042,590 | 5,889,342 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Sales and marketing expenses | 234,691 | ��� | 273,944 | – | 1,785,180 | 4,367,395 | ||||||||||||||||||
| Product and technology expenses | 603,445 | – | 1,109,380 | 15,635 | 132,964 | 294,073 | ||||||||||||||||||
| General and administrative expenses | 1,189,410 | 8,675 | 2,783,121 | 28,431 | 2,659,176 | 3,382,793 | ||||||||||||||||||
| Total operating expenses | 2,027,546 | 8,675 | 4,166,445 | 44,066 | 4,577,320 | 8,044,261 | ||||||||||||||||||
| Income (loss) from operations | (2,006,177 | ) | 5,073 | (4,146,541 | ) | (18,355 | ) | |||||||||||||||||
| Loss from operations | (2,534,730 | ) | (2,154,919 | ) | ||||||||||||||||||||
| Other expenses: | ||||||||||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||
| Interest expense | (367,214 | ) | – | (967,620 | ) | – | (1,586,388 | ) | (3,031,348 | ) | ||||||||||||||
| Foreign currency loss | (2,269 | ) | – | (12,230 | ) | – | ||||||||||||||||||
| Total other expense | (369,483 | ) | – | (979,850 | ) | – | ||||||||||||||||||
| Loss on derivative | – | (142,187 | ) | |||||||||||||||||||||
| Foreign currency gain (loss) | 301,741 | (2,229,311 | ) | |||||||||||||||||||||
| Total other income (expense) | (1,284,647 | ) | (5,402,846 | ) | ||||||||||||||||||||
| Income (loss) before provision for income taxes | (2,375,660 | ) | 5,073 | (5,126,391 | ) | (18,355 | ) | |||||||||||||||||
| Loss before provision for income taxes | (3,819,377 | ) | (7,557,765 | ) | ||||||||||||||||||||
| Provision for income taxes | – | – | – | – | - | - | ||||||||||||||||||
| Net income (loss) | $ | (2,375,660 | ) | $ | 5,073 | $ | (5,126,391 | ) | $ | (18,355 | ) | |||||||||||||
| Net loss | (3,819,377 | ) | (7,557,765 | ) | ||||||||||||||||||||
| Net income (loss) per common share – basic and diluted | $ | (0.22 | ) | $ | 0.00 | $ | (0.52 | ) | $ | (0.00 | ) | |||||||||||||
| Preferred stock dividends | – | (1,536,969 | ) | |||||||||||||||||||||
| Net loss attributable to common shareholders | (3,819,377 | ) | (9,094,734 | ) | ||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||
| Foreign currency translation income (loss) | (488,778 | ) | 6,356,110 | |||||||||||||||||||||
| Total other comprehensive income (loss) | (488,778 | ) | 6,356,110 | |||||||||||||||||||||
| Comprehensive loss | $ | (4,308,155 | ) | $ | (2,738,624 | ) | ||||||||||||||||||
| Net loss per common share – basic and diluted | $ | ) | $ | ) | ||||||||||||||||||||
| Weighted average common shares outstanding – basic and diluted | 10,587,654 | 7,340,421 | 9,878,185 | 7,340,421 | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
ESPORTS TECHNOLOGIES,EBET, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED MARCHDECEMBER 31, 20212023 AND 20202022
(Unaudited)
| Common stock | Additional | |||||||||||||||||||
| Number of | paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | capital | deficit | Total | ||||||||||||||||
| Balance at September 30, 2019 | 7,340,421 | $ | 7,340 | $ | 953,660 | $ | (876,271 | ) | $ | 84,729 | ||||||||||
| Net loss | – | – | – | (23,429 | ) | (23,429 | ) | |||||||||||||
| Balance at December 31, 2019 | 7,340,421 | 7,340 | 953,660 | (899,700 | ) | 61,300 | ||||||||||||||
| Net income | – | – | – | 5,073 | 5,073 | |||||||||||||||
| Balance at March 31, 2020 | 7,340,421 | $ | 7,340 | $ | 953,660 | $ | (894,627 | ) | $ | 66,373 | ||||||||||
| Balance at September 30, 2020 | 7,340,421 | $ | 7,340 | $ | 3,053,660 | $ | (1,449,526 | ) | $ | 1,611,474 | ||||||||||
| Shares issued for cash, net | 2,000,000 | 2,000 | 3,646,071 | – | 3,648,071 | |||||||||||||||
| Stock-based compensation | 683,334 | 683 | 1,321,343 | – | 1,322,026 | |||||||||||||||
| Shares issued due to conversion of notes payable | 375,000 | 375 | 187,125 | – | 187,500 | |||||||||||||||
| Stock warrants issued for asset acquisition | – | – | 57,252 | – | 57,252 | |||||||||||||||
| Net loss | – | – | – | (2,750,731 | ) | (2,750,731 | ) | |||||||||||||
| Balance at December 31, 2020 | 10,398,755 | 10,398 | 8,265,451 | (4,200,257 | ) | 4,075,592 | ||||||||||||||
| Shares and warrants issued for cash, net | 250,014 | 251 | 719,435 | – | 719,686 | |||||||||||||||
| Stock-based compensation | – | – | 700,000 | – | 700,000 | |||||||||||||||
| Net loss | – | – | – | (2,375,660 | ) | (2,375,660 | ) | |||||||||||||
| Balance at March 31, 2021 | 10,648,769 | $ | 10,649 | $ | 9,684,886 | $ | (6,575,917 | ) | $ | 3,119,618 | ||||||||||
| Preferred Stock | Common Stock | Additional | Accumulated Other Comprehensive | |||||||||||||||||||||||||||||
| Number of | Number of | paid-in | Income | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | (Loss) | deficit | Total | |||||||||||||||||||||||||
| Balance at September 30, 2023 | – | $ | – | 14,979,642 | $ | 14,980 | $ | 103,255,793 | $ | (532,401 | ) | $ | (151,158,440 | ) | $ | (48,420,068 | ) | |||||||||||||||
| Stock-based compensation | – | – | – | – | 240,828 | – | – | 240,828 | ||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | (3,819,377 | ) | (3,819,377 | ) | ||||||||||||||||||||||
| Comprehensive loss | – | – | – | – | – | (488,778 | ) | – | (488,778 | ) | ||||||||||||||||||||||
| Balance at December 31, 2023 | – | $ | – | 14,979,642 | $ | 14,980 | $ | 103,496,621 | $ | (1,021,179 | ) | $ | (154,977,817 | ) | $ | (52,487,395 | ) | |||||||||||||||
| Balance at September 30, 2022 | 37,700 | $ | 38 | 555,153 | $ | 555 | $ | 91,957,856 | $ | (7,365,129 | ) | $ | (62,827,744 | ) | $ | 21,765,576 | ||||||||||||||||
| Stock-based compensation | – | – | 692 | 1 | 503,104 | – | – | 503,105 | ||||||||||||||||||||||||
| Shares issued for conversion of debt | – | – | 20,000 | 20 | 299,980 | – | – | 300,000 | ||||||||||||||||||||||||
| Preferred share dividends | – | – | – | – | 1,536,969 | – | (1,536,969 | ) | – | |||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | (7,557,765 | ) | (7,557,765 | ) | ||||||||||||||||||||||
| Comprehensive income | – | – | – | – | – | 6,356,110 | – | 6,356,110 | ||||||||||||||||||||||||
| Balance at December 31, 2022 | 37,700 | $ | 38 | 575,845 | $ | 576 | $ | 94,297,909 | $ | (1,009,019 | ) | $ | (71,922,478 | ) | $ | 21,367,026 | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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ESPORTS TECHNOLOGIES,EBET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND SIX MONTHS ENDED MARCHDECEMBER 31, 20212023 and 20202022
(Unaudited)
| For the Three Months Ended December 31, | ||||||||||||||||
For the Six Months Ended March 31, | 2023 | 2022 | ||||||||||||||
| 2021 | 2020 | |||||||||||||||
| Cash flow from operating activities: | ||||||||||||||||
| Net loss | $ | (5,126,391 | ) | $ | (18,355 | ) | $ | (3,819,377 | ) | $ | (7,557,765 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
| Amortization of debt discount | 867,593 | – | ||||||||||||||
| Depreciation expense | 12,346 | – | ||||||||||||||
| Amortization of debt discount, issuance costs | 13,290 | 1,277,016 | ||||||||||||||
| Amortization of right of use assets | – | 35,752 | ||||||||||||||
| Depreciation and amortization expense | 348,944 | 1,647,817 | ||||||||||||||
| Stock-based compensation | 2,022,026 | – | 240,828 | 503,105 | ||||||||||||
| Bad debt expense | 50,932 | – | ||||||||||||||
| Gain on cryptocurrency settlement | (35,140 | ) | (2,428 | ) | ||||||||||||
| Derivative loss | – | 142,187 | ||||||||||||||
| Foreign exchange gain (loss) | (301,741 | ) | 2,229,311 | |||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||
| Accounts receivable | (35,251 | ) | (76,755 | ) | (114,583 | ) | (223,384 | ) | ||||||||
| Prepaid expenses | (53,926 | ) | – | |||||||||||||
| Prepaid expenses and other | 228,135 | 468,720 | ||||||||||||||
| Accounts payable and accrued liabilities | 502,268 | 73,192 | 2,754,271 | (67,499 | ) | |||||||||||
| Accounts payable - related parties | 2,340 | – | ||||||||||||||
| Other assets | (37,294 | ) | – | |||||||||||||
| Deferred revenue | (75,900 | ) | – | |||||||||||||
| Current lease liabilities | – | (35,752 | ) | |||||||||||||
| Liabilities to users | 32,924 | 2,783 | (33,465 | ) | (240,410 | ) | ||||||||||
| Net cash used in operating activities | (1,873,473 | ) | (21,563 | ) | (683,698 | ) | (1,820,902 | ) | ||||||||
| Cash flow from investing activities: | ||||||||||||||||
| Purchase of software and equipment | (90,899 | ) | – | |||||||||||||
| Purchase of other long term assets | (133,770 | ) | – | |||||||||||||
| Purchase of fixed assets | – | (8,204 | ) | |||||||||||||
| Net cash used by investing activities | (224,669 | ) | – | – | (8,204 | ) | ||||||||||
| Cash flow from financing activities: | ||||||||||||||||
| Proceeds from equity issuance, net of costs of capital | 4,367,757 | – | ||||||||||||||
| Proceeds from settlement of derivative instruments | – | 973,965 | ||||||||||||||
| Proceeds from revolving line of credit | 1,900,000 | – | ||||||||||||||
| Net cash provided by financing activities | 4,367,757 | – | 1,900,000 | 973,965 | ||||||||||||
| Effect of foreign exchange rates on cash | (981,684 | ) | 1,194,915 | |||||||||||||
| NET CHANGE IN CASH | 2,269,615 | (21,563 | ) | 234,618 | 339,774 | |||||||||||
| CASH AT BEGINNING OF PERIOD | – | 67,717 | 304,709 | 5,486,210 | ||||||||||||
| CASH AT END OF PERIOD | $ | 2,269,615 | $ | 46,154 | $ | 539,327 | $ | 5,825,984 | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||||
| Cash paid for interest | $ | – | $ | – | $ | – | $ | 1,093,515 | ||||||||
| Cash paid for income taxes | $ | – | $ | – | ||||||||||||
| Non-cash transactions | ||||||||||||||||
| Stock warrant issued for asset acquisition | $ | 19,179 | $ | – | ||||||||||||
| Stock issued for conversion of notes payable | $ | 187,500 | $ | – | $ | – | $ | 300,000 | ||||||||
| Increase in borrowings from interest expense | $ | 1,264,015 | $ | – | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 7 |
ESPORTS TECHNOLOGIES,EBET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN
Organization
Esports Technologies,EBET, Inc. (“Esports Tech”EBET” or “the Company”) was formed on September 24, 2020 as a Nevada corporation. Esports TechEBET is a technology company creating and operating platforms focused on igaming including casino, sportsbook and esports and competitive gaming.events. The Company operates under a Curacao gaming sublicense and canan operating services agreement with Aspire Global plc (“Aspire”) allowing EBET to provide online betting services to various countries around the world. The majority
Acquisition of the Company’s customers are based in the Philippines. The Company’s consolidated financial statements include its accounts and the accountsB2C business of its 100% owned subsidiaries, namelyAspire Global E-Sports Entertainment Group, LLC (“Global E-Sports”), ESEG Limited (“ESEG”) and Gogawi Entertainment Group (“Gogawi”) (collectively referred to as the “Company,” “we,” “our,” or “us”). Global E-Sports, a Nevada limited liability company, was incorporated in Nevada on June 28, 2016. ESEG, a Belize company was incorporated onplc
On October 31, 2016. Gogawi, a Cypress company was incorporated on December 8, 2018 and has always been a wholly owned subsidiary of ESEG. On December 8, 2020,1, 2021, the Company, incorporated Esportsbookand Esports Product Technologies LimitedMalta Ltd. (“Esportsbook”Esports Malta”) entered into a Share Purchase Agreement (the “Acquisition Agreement”) with Aspire and various Aspire group companies to acquire all of the issued and outstanding shares of Karamba Limited. The Acquisition Agreement closed on November 29, 2021. The total acquisition price was €65,000,000 paid as follows: (i) cash amount of €50,000,000; (ii) €10,000,000, payable in Ireland as a wholly-owned subsidiaryaccordance with the terms of Esports Tech. All amounts included in this Form 10-Qan unsecured subordinated promissory note (the “Note”); and (iii) shares of Company common stock, which are expressed in U.S. Dollars, unless otherwise noted.valued at €5,000,000 (based on the weighted-average per-share price of the ten days prior to the execution date of the Acquisition Agreement (the “Exchange Shares”).
Going Concern
The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain equity or debt financings to continue operations. The Company has recurring lossesa history of and generatedexpects to continue to report negative cash flows from operations since inception. In April 2021,and a net loss. The Company's forecasts for 2024 and beyond indicate that it will need additional funding in order to have sufficient financial resources to continue to settle its debts as they fall due. The Company has taken significant measures in an attempt to increase the Company completedprofitability of its Initial Public Offering (“IPO”)business in the short term. These actions include optimizing the efficiency of marketing campaigns, reducing the total number of employees and issued 2,400,000 shares of common stock for gross cash proceeds of $14,400,000. See note 9 for further information.
Impact of COVID-19
The outbreakcontractors, terminating software and other immaterial contracts as well as generally reducing the operating costs of the 2019 novel coronavirus disease (“COVID-19”), which was declared a global pandemic by the World Health Organization on March 11, 2020, and the related responses by public health and governmental authorities to contain and combat its outbreak and spread, has severely impacted the U.S. and world economies. Economic recessions, including those brought on by the COVID-19 outbreak maybusiness. These efforts have a negative effect on the demand for the Company’s products and the Company’s operating results. The range of possible impactsalso resulted in an increased focus on the Company’s i-gaming business fromand a significant reduction in the coronavirus pandemic could include: (i) changing demand forinvestment of the Company’s online betting products;esports products and (ii) increasing contractiontechnologies, which resulted in the capital markets.recognition of an impairment losses on certain goodwill, intangible assets and fixed assets in prior periods. As a result of the Company’s actions as referenced above, it does not expect to launch its esports products in the foreseeable future. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company may seek additional funding through a combination of equity offerings, debt financings, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof. Management cannot be certain that such events or a combination thereof can be achieved.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed in the preparation of the consolidated financial statements are as follows:
Basis of Presentation
The accompanying unaudited financial statements of the Company, include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles accepted in the United States (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three and six months ended MarchDecember 31, 20212023, are not necessarily indicative of the final results that may be expected for the year ended September 30, 2021.2024. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 20202023 included in our Form S-110-K filed with the SEC. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form S-1,10-K, have been omitted. All intercompany accounts, transactions and balances have been eliminated in consolidation.
Certain reclassifications have been made to prior period amounts to conform to the current year presentation.
| 8 |
Intangible AssetsAccounts Receivable
CryptocurrenciesAccounts receivables are recorded at amortized cost, less any allowance for doubtful accounts. Accounts receivable consists primarily of amounts due from our platform provider. The receivable balance owed to the Company represents the net amount owed to the Company by Aspire related to the strategic agreement for the Company’s i-gaming platform and is stated at historical cost less any allowance for doubtful accounts. The allowance for doubtful accounts was $0 as of December 31, 2023 and September 30, 2023.
There is currently no specific guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations.
Cryptocurrencies held are accounted for as an indefinite-lived intangible asset under ASC 350, Intangible – Goodwill and Other. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.
The Company uses its cryptocurrencies to pay vendors and users. The Company also receives payments on its receivables and player deposits in cryptocurrency. Gains and losses realized upon settlement of cryptocurrencies are also recorded in general and administrative expense in our consolidated statements of operations.
Other Intangible Assets
The Company’s other intangible assetassets consist primarily of customer relationships, trademarks and internet domain names, whichnames. Certain intangible assets have a defined useful life and others are anclassified as indefinite-lived intangible.intangible assets. Other intangible assets with a defined useful life are amortized over their estimated useful economic lives on a straight-line basis. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.
Impairment of Long-Lived Assets
Long-lived assets consist of software and equipment, finite-lived acquired intangible assets, such as license agreements, and indefinite-lived assets such as internet domain names. Long-lived assets are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Impairment expense is recognized to the extent an asset’s expected undiscounted future cash flows are less than the asset’s carrying amount.
Liabilities to Users
The Company records liabilities for user account balances at a given reporting period based on deposits made by players either to the Company or the sales affiliate, less any losses on wagers and payout made to players. Liabilities to users amounts are not required to be backed by cash reserves of the Company. The user balances are maintained by the Company’s third-party platform provider, and the Company has an asset of an equivalent amount included within Prepaid expense and other current assets on the Company’s consolidated balance sheets.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on October 1, 2018 using the modified retrospective method. ASC Topic 606 requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of ASC Topic 606 had no impact to the Company’s comparative consolidated financial statements. Revenue is recognized based on the following five step model:
| · | Identification of the contract with a customer |
| · | Identification of the performance obligations in the contract |
| · | Determination of the transaction price |
| · | Allocation of the transaction price to the performance obligations in the contract |
| · | Recognition of revenue when, or as, the Company satisfies a performance obligation |
| 9 |
No single customer exceededaccounted for more than 10% of revenue duringfor the three and six months ended MarchDecember 31, 2021 and 2020.2023 or 2022. In addition, no disaggregation of revenue is required because all current revenue is generated from gaming revenue.
i-gaming, or online casino, typically includes digital versions of wagering games available in land-based casinos, such as blackjack, roulette and slot machines. For these offerings, the Company functions similarly to land-based casinos, generating revenue through casino hold, as users play against the house. i-gaming revenue is generated from user wagers net of payouts made on users’ winning wagers and incentives awarded to users.
Sportsbook or sports betting involves a user wagering money on an outcome or series of outcomes occurring. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each sports wagering opportunity offered to users. Sportsbook revenue is generated from users’ wagers net of payouts made on users’ winning wagers and incentives awarded to users.
Performance Obligations
The Company operatesowns an online betting platform allowing users to place wagersbet on a variety of live sporting events and esports events.i-gaming or casino-style games online. Each wager placed by users create a single performance obligation for the Company to administer each event wagered. The performance obligation is satisfied once the event wagered on has been completed. Gross gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on.
Transaction Price Considerations
Variability in the transaction price arises primarily due to market-based pricing, cash discounts, revenue sharing and usage-based fees. The Company offers loyalty programs, free plays, deposit bonuses, discounts, rebates and other rewards and incentives to its customers. Revenue for Sportsbook and i-gaming is collected prior to the contest or event and is fixed once the outcome is known. Prizes paid and payouts made to users are recognized when awarded to the player.
Cost of Revenue
Cost of revenue consists of third-party costs associated with the betting software platform and gaming taxes.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of expenses associated with amounts paid to affiliates, advertising and related software, strategic league and team partnerships and costs related to free to play contests, and the compensation of sales and marketing personnel, including stock-based compensation expenses. Variable commission fees are paid to sales affiliates based on a percentage of revenue generated from the affiliate. The commissions rebated to affiliates are recorded as a reduction to gross gaming revenue.component of marketing expense. Advertising costs are expensed as incurred.
Cost of RevenueProduct and Technology Expenses
Product and technology expenses consist primarily of expenses which are not subject to capitalization or otherwise classified within Cost of revenue consistsRevenue. Product and Technology expenses include software licenses, depreciation of third-partyhardware and software and costs associated withrelated to the betting software platformcompensation of product and amortization of capitalized software costs.technology personnel, including stock-based compensation.
General and Administrative Expenses
General and administrative expenses include costs related to the compensation of the Company’s administrative functions, insurance costs, professional fees and consulting expense.
| 10 |
Fair value of financial instruments
The Company discloses fair value measurements for financial and non-financial assets and liabilities measured at fair value. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets but are corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value as of December 31, 2023 and September 30, 2023 based on the three-tier fair value hierarchy:
| Schedule of fair value of financial assets and liabilities | ||||||||||||
| Fair Value Measurements at December 31, 2023 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | 539,327 | $ | – | $ | – | ||||||
| Total assets | 539,327 | – | – | |||||||||
| Liabilities | ||||||||||||
| Senior Notes, net of discount | – | 27,500,297 | – | |||||||||
| Revolving Note | – | 3,704,347 | – | |||||||||
| Note due to Aspire | – | 11,050,000 | – | |||||||||
| Convertible notes payable, net of discount | – | 617,500 | – | |||||||||
| Other notes payable, net of discount | – | 572,888 | – | |||||||||
| Total liabilities | $ | – | $ | 43,445,032 | $ | – | ||||||
| Fair Value Measurements at September 30, 2023 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | 304,709 | $ | – | $ | – | ||||||
| Derivative asset | – | – | – | |||||||||
| Total assets | 304,709 | – | – | |||||||||
| Liabilities | ||||||||||||
| Senior Notes, net of discount | – | 26,350,630 | – | |||||||||
| Revolving Note | – | 1,690,000 | – | |||||||||
| Note due to Aspire | – | 10,594,000 | – | |||||||||
| Convertible notes payable, net of discount | – | 617,500 | – | |||||||||
| Other notes payable, net of discount | – | 559,597 | – | |||||||||
| Total liabilities | $ | – | $ | 39,811,727 | $ | – | ||||||
| 11 |
Foreign Currency
The Company’s reporting currency is the U.S. Dollar. Certain subsidiaries of the Company have a functional currency other than the U.S. Dollar, and are translated to the Company’s reporting currency at each reporting date. Non-monetary items are translated at historical rates. Monetary assets and liabilities are translated from British pounds and Euro into U.S. Dollars, at the period-end exchange rate, while foreign currency expenses are translated at the exchange rate in effect on the date of the transaction. The net effect of translation is reflected as other comprehensive income. The gains or losses on transactions denominated in currencies other than an entity’s functional currency are included in the consolidated statement of operations.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may be impaired. When assessing goodwill for impairment, the Company uses qualitative and if necessary, quantitative methods in accordance with FASB ASC Topic 350, Goodwill. The Company also considers its enterprise value and if necessary, discounted cash flow model, which involves assumptions and estimates, including the Company’s future financial performance, weighted average cost of capital and interpretation of currently enacted tax laws.
Circumstances that could indicate impairment and require the Company to perform a quantitative impairment test include a significant decline in the Company’s financial results, a significant decline in the Company’s enterprise value relative to its book value, an unanticipated change in competition of the Company’s market share and a significant change in the Company’s strategic plans.
Embedded Conversion Features
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options.” Under the ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for our convertible debt instruments is that the equity component is required to be included in the additional paid-in capital section of stockholders’ equity on the consolidated balance sheets and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component of the notes. As a result, the Company is required to record non-cash interest expense as a result of the amortization of the discounted carrying value of the convertible debt to their face amount over the term of the convertible debt. We report higher interest expense in our financial results because ASC 470-20 requires interest to include both the current period’s amortization of the debt discount and the instrument’s coupon interest.
Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.
NOTE 3 – LONG-LIVED ASSETS
Software and equipmentBORROWINGS
The Company’s software and equipment consistedfollowing is a summary of the followingborrowings outstanding as of Marchat December 31, 20212023 and September 30, 2020:2023:
| Schedule of borrowings outstanding | ||||||||||||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||||||
| Contractual Interest | Principal outstanding balance | Principal outstanding balance | Unamortized debt discount | Issuance costs | Total | Accrued Interest | ||||||||||||||||||||||||
| rate | Cur | Local | USD | USD | USD | USD | USD | |||||||||||||||||||||||
| Senior Note | 16.5% | USD | 27,500,297 | 27,500,297 | – | – | 27,500,297 | – | ||||||||||||||||||||||
| Revolving Note | 16.5% | USD | 3,704,347 | 3,704,347 | – | – | 3,704,347 | – | ||||||||||||||||||||||
| Note due to Aspire | 10% | EUR | 10,000,000 | 11,050,000 | – | – | 11,050,000 | 2,358,233 | ||||||||||||||||||||||
| Convertible notes | 10% | USD | 617,500 | 617,500 | – | – | 617,500 | 62,681 | ||||||||||||||||||||||
| Other | 0% | USD | 675,000 | 675,000 | (102,112 | ) | – | 572,888 | – | |||||||||||||||||||||
| Total borrowings | 43,547,144 | (102,112 | ) | – | 43,445,032 | 2,420,914 | ||||||||||||||||||||||||
| Current | 42,872,144 | 2,420,914 | ||||||||||||||||||||||||||||
| Long-term | 572,888 | – | ||||||||||||||||||||||||||||
| Total borrowings | 43,445,032 | 2,420,914 | ||||||||||||||||||||||||||||
| March 31, 2021 | September 30, 2020 | |||||||
| Software | $ | 148,151 | $ | – | ||||
| Total software and equipment | 148,151 | – | ||||||
| Accumulated depreciation | (12,346 | ) | – | |||||
| Software and equipment, net | $ | 135,805 | $ | – |
| 12 |
| September 30, 2023 | ||||||||||||||||||||||||||||||
| Contractual Interest | Principal outstanding balance | Principal outstanding balance | Unamortized debt discount | Issuance costs | Total | Accrued Interest | ||||||||||||||||||||||||
| rate | Cur | Local | USD | USD | USD | USD | USD | |||||||||||||||||||||||
| Senior Note | 15.0% | USD | 26,350,630 | 26,350,630 | – | – | 26,350,630 | – | ||||||||||||||||||||||
| Revolving Note | 15.0% | USD | 1,690,000 | 1,690,000 | – | – | 1,690,000 | – | ||||||||||||||||||||||
| Note due to Aspire | 10% | EUR | 10,000,000 | 10,594,000 | – | – | 10,594,000 | 2,049,029 | ||||||||||||||||||||||
| Convertible notes | 10% | USD | 617,500 | 617,500 | – | – | 617,500 | 62,681 | ||||||||||||||||||||||
| Other | 0% | USD | 675,000 | 675,000 | (115,403 | ) | – | 559,597 | – | |||||||||||||||||||||
| Total borrowings | 39,927,130 | (115,403 | ) | – | 39,811,727 | 2,111,710 | ||||||||||||||||||||||||
| Current | 39,252,130 | 2,111,710 | ||||||||||||||||||||||||||||
| Long-term | 559,597 | – | ||||||||||||||||||||||||||||
| Total borrowings | 39,811,727 | 2,111,710 | ||||||||||||||||||||||||||||
Senior Notes
On November 5, 2020,29, 2021, the Company entered into an asset purchasea credit agreement (the “Credit Agreement”) with CP BF Lending, LLC (“Lender”), pursuant to which the Lender agreed to make a third partysingle loan to acquire certain proprietary technology data.the Company of $30,000,000 (the “Loan”). The Loan bears interest on the unpaid principal amount at a rate per annum equal to 15.0% as follows: (1) cash interest on the unpaid principal amount of the Loan at a rate equal to 14.0% per annum, plus (2) payable-in-kind interest (“PIK Interest”) on the unpaid principal amount of the Loan at a rate equal to 1.0% per annum. The Company madepaid to Lender on the closing date a non-refundable origination fee in an amount equal to $750,000.
The Senior Note matures in 36 months, provided that the Company may receive two 12-month extensions of the maturity date by paying to the Lender (1) an extension fee equal to 1.0% of the unpaid principal balance of the Loan as of the date of such extension, and (2) all reasonable and documented out-of-pocket fees and expenses paid or incurred by Lender, in each case in connection with the extension request, including but not limited to fees and expenses for appraisals, collateral exams and audits, and legal counsel. The foregoing extension right is subject to, among other items, (i) the Loan not being in default, (ii) the representations and warranties contained in Credit Agreement being true and correct; and (iii) the Lender granting its written approval thereof in its sole discretion.
The Senior Note may be prepaid by the Company at any time. In addition, the Credit Agreement provides that in the event there shall be excess cash paymentflow from the Aspire Business (as such concept is defined in the Credit Agreement) for any calendar month, commencing with the month ended December 31, 2022, the Company shall apply a portion of $61,425such excess cash flow amount to prepay the outstanding principal balance of the Loan; provided that no such prepayment shall be required once the unpaid principal balance of the Loan has been reduced to $15,000,000.
The Credit Agreement requires the Company to meet certain financial covenants. The Loan is secured by all of the assets of the Company and granted warrantsits subsidiaries. The Loan may be accelerated by the Lender upon an event of default, which in addition to purchase 32,000 sharescustomary events of default include: (i) if (1) any of the Company or its subsidiaries shall fail to maintain in full force and effect any gaming approval (as defined in the Credit Agreement) required for the operation of its business or (2) any gaming regulator shall impose any condition or limitation on any of the foregoing entities that could be reasonably expected to have a material adverse effect; or (ii) the suspension from trading or failure of the Company’s common stock at an exercise price of $0.25 per shareto be trading or listed on the Nasdaq exchange for a period of five years. The fair valuethree consecutive trading days.
As of March 31, 2022, the Company had not maintained compliance with the covenants of the warrantsSenior Notes and obtained a waiver from its lender which waiver was estimatedcontingent on the completion of an equity raise of $3.5 million, which was completed in June 2022. In consideration for obtaining a waiver from the compliance with certain covenants, the Company agreed to be $57,252 asamend the Senior Notes such that $5 million of principal loan balance becomes convertible at $107.40 per share commencing after the Company raises the $5,000,000 of common equity (including the foregoing $3.5 million). On February 2, 2023, the conversion option became exercisable upon closing of the grant date. The total consideration paidoffering that generated $6,500,000 of $118,677 is included as part of software costs within property and equipment on the Company’s consolidated balance sheet. The Company also entered into an employment agreement with the seller, effective November 1, 2020. The employee will be compensated at a rate of $110,000 per year and will receive a common stock award of 100,000 shares, which vest annually over four years.
The software costs above relate to acquired components of the Company’s new platform which is being depreciated over an expected useful life of two years.
Intangible Assets
On September 1, 2020, the Company’s wholly-owned subsidiary, ESEG, entered into domain purchase agreements to acquire the rights to certain domain names from third parties. The cost to acquire the domain names was $2,239,606, based on the estimated fair value of the consideration transferred to the sellers. ESEG issued notes payable with a combined principal amount of $2,100,000, which were to mature on March 1, 2022, bearing interest at 10%. These notes were exchanged for notes of the Company in September 2020. The Company also agreed to pay a total of $675,000 on September 1, 2025, with no interest. The Company estimated discount of these liabilities totaling $535,394 at the date of the transaction, to be amortized over the maturity period of the liabilities. The domain names were recorded as an intangible asset with an indefinite useful life. The Company’s management evaluated the domain names at September 30, 2020 and determined no impairment was necessary.gross proceeds.
In connection with the Loan, the Company issued the Lender a warrant (the “Lender Warrant”) to purchase 52,262 shares of Company common stock at an initial exercise price of $750 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. The following table presentsexercise price is subject to appropriate adjustment in the activitiesevent of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock. In addition, the exercise price of the Lender Warrant is subject to “weighted-average” anti-dilution protection for issuances by the Company below the exercise price (other than certain defined exempt issuances), and, upon shareholder approval, which was received on February 9, 2022, the number of shares underlying the Lender Warrant shall also be adjusted for issuances to which the “weighted-average” anti-dilution protection applies. Pursuant to the foregoing anti-dilution provision, in connection with the $3.5 million offering completed in June 2022, the number of shares underlying the warrant increased to 55,152 and the exercise price was reduced to $710.70. Pursuant to the foregoing anti-dilution provision, in connection with the $6.5 million offering completed in February 2023, the number of shares underlying the warrant increased to and the exercise price was reduced to $508.50. The Lender will not have the right to exercise any portion of the Lender Warrant if the Lender (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of Company common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Lender Warrant, which beneficial ownership amount, at the election of the Lender may be increased to any other percentage not in excess of 19.99% as specified by the Lender. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for the Company, and will assume all of the Company’s cryptocurrency holdingsobligations under the Lender Warrant with the same effect as if such successor entity had been named in the Lender Warrant itself. On December 29, 2023, the Lender agreed to cancel all outstanding common stock warrants it held.
Between September 2, 2022 and June 20, 2023, the Lender provided the Company with multiple limited waivers of the Senior Note covenants in exchange for aggregate payments of $609,558 which were added to the principal amount of the Senior Note. During this period, the Company made a principal repayment of $3,000,000 which reduced the minimum cash balance requirement from $5,000,000 to $2,000,000.
On June 30, 2023, the Company, the subsidiaries of the Company and the Lender entered into a forbearance agreement (the “Forbearance Agreement”). Pursuant to the Forbearance Agreement, the Company acknowledged, among other items, that, as June 30, 2023, it was in default under the Credit Agreement, the Lender had the right to accelerate the Loan, and the Lender had the right to impose the default rate of interest under the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender agreed to forbear from exercising its rights and remedies against the Company and the Guarantors under the Credit Documents until the earlier of September 15, 2023 or a termination event. A termination event under the Forbearance Agreement consists of the filing of a bankruptcy proceeding by the Company or any Guarantor, the occurrence of a new event of default under the Credit Agreement, or the failure by the Company or any Guarantor to perform any material requirement, covenant, or obligation under the Forbearance Agreement. During the forbearance period, the Lender agreed, among other items, not to accelerate the Loan, initiate any bankruptcy filings, or apply any default rates of interest. As partial consideration for the three and six months ended March 31, 2021:
| Cryptocurrency at September 30, 2020 | $ | 44,562 | ||
| Additions of cryptocurrency | 18,276 | |||
| Payments of cryptocurrency | (89,197 | ) | ||
| Gain on cryptocurrency | 35,140 | |||
| Cryptocurrency at March 31, 2021 | $ | 8,781 |
AdditionsLender agreeing to enter into the Forbearance Agreement, the Company paid a forbearance fee equal to 50 basis points of cryptocurrency during the six months ended March 31, 2021 represent settlementoutstanding principal amount of outstanding accounts receivablethe Loan (or $130,425), which amount was added to the principal balance of $18,158 and net deposits from playersthe loan. In addition, on June 30, 2023, the Company made a prepayment of $118. Payments of cryptocurrency during the six months ended March 31, 2021 included payments of accounts payable and accrued expenses of $89,197. Use of cryptocurrency to settle receivables and payables during the period are reflected as a component of changes in operating assets and liabilitiesLoan in the consolidated statementamount of $2.0 million, which in turn reduced the minimum cash flows.
Other Long-Term Assetsbalance requirement under the Credit Agreement to $0. On September 15, 2023, the Company, the subsidiaries of the Company and the Lender entered into an amendment number 1 to the Forbearance Agreement (the “Forbearance Amendment No. 1”). The Forbearance Amendment No. 1 extended the Forbearance Date from September 15, 2023 until October 31, 2023.
On October 1, 2020,2023, the Company, the subsidiaries of the Company and the Lender entered into an amendment number 2 to the Forbearance Agreement (the “Forbearance Amendment No. 2”). The Forbearance Amendment No. 2 extended the Forbearance Date from October 31, 2023 until June 30, 2025, and provides that instead of interest being payable monthly in cash, such interest shall accrue in arrears and can be added to the outstanding principal balance of the Loan and Revolving Note. The interest rate on the Loan and the Revolving Note was increased to 16.5% per annum. The Forbearance Amendment No. 2 further adds that the Company’s suspension from trading or failure to be listed on the Nasdaq Capital Market for more than 30 calendar days will constitute a Termination Event under the Forbearance Agreement as amended. On November 11, 2023, Lender provided the Company with an extension of the Nasdaq Capital Market delisting/suspension Termination Event for an additional 40 calendar days up to December 23, 2023, and on December 19, 2023, the Lender provided the Company with an additional extension of 40 days. Effective January 31, 2023, the Lender provided the Company with an additional extension of 90 days. Pursuant to Forbearance Amendment No. 2, the Company agreed that to the extent it receives net proceeds from or in connection with a judgment, settlement or other in or out of court resolution of a commercial tort claim, the Company will: (i) make a prepayment on the Loan or the Revolving Note (discussed below) of 100% of such net proceeds; and (ii) make an additional payment to the Lender equal to 5% of any such net proceeds (prior to the payments set forth in subsection (i)) in excess of $50.0 million.
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In connection with the Forbearance Agreement, the Lender agreed to provide the Company with a revolving line of credit in the amount of $2.0 million (the “Revolving Note”), with any advances under the Revolving Note to be made in the sole discretion of the Lender. On September 29, 2023, the Lender agreed to increase the maximum available amount of the Revolving Loan to $4.0 million. The Company paid Lender a fee of $40,000 in connection with the increase. The Revolving Note will have a maturity date of November 29, 2024 and carry an interest rate of 15.0% per annum, provided that upon an occurrence of default the interest rate will increase to the default rate under the Loan. The Revolving Note shall be an Obligation as defined in the Credit Agreement and as such shall be secured by the collateral in which the Company and the Guarantors have granted liens and security interests to the Lender in connection with the Loan. All discretionary advances shall terminate automatically and all outstanding principal together with accrued but unpaid interest and fees shall become immediately due and payable, without notice to or action by any party, on the earlier of the termination date of the Forbearance Agreement, or the maturity date of the Revolving Note, unless otherwise extended by the Lender.
Effective October 1, 2023, the Company entered into an amended and restated note conversion option agreement which gives(the “Option Agreement”) with the Lender. Pursuant to the Option, the Company agreed that Lender have the right to convert any amounts due pursuant to the Loan and the Revolving Note into shares of Company common stock at a conversion price of $1.25 per share with respect to the initial $5.0 million and at a conversion price of $2.50 per share with respect to the remaining amounts. In addition, the Company agreed to file a registration statement registering the resale of the shares of Company common stock underlying the Loan within 45 days of the date of the Option and to use its commercially reasonable efforts to cause such registration statement to become effective within 120 days of the date of the Option.
The Option Agreement provides that the Lender (together with its affiliates) may not convert any portion of the Loan or Revolving Loan during an initial 45-day lockup or to the extent that the Lender would own more than 9.99% of the Company’s outstanding common stock immediately after exercise, except that upon prior notice from the Lender to the Company, the Lender may increase or decrease the amount of ownership of outstanding stock after conversion of the Loan, provided that any modification will not be effective until 61 days following notice to the Company.
On January 9, 2024, the Company, the subsidiaries of the Company and the Lender entered into a Third Amendment to Credit Agreement (the “Amendment No. 3”). The Amendment No. 3 increased the maximum available amount of the Revolving Loan from $4.0 million to $6.5 million and provided such additional loan availability under a use of proceeds that including working capital as well as funding for our litigation matters, materially including our litigation against Aspire. In connection with entering into Amendment No. 3, the Company and the Lender entered in a second amended and restated note conversion option agreement (the “Conversion Agreement”), pursuant to which the Company agreed that the Lender shall have the right to acquireconvert the principal balance and accrued interest under the Loan and Revolving Note into shares of Company common stock at a licenseconversion price of $0.116 per share (subject to adjustment for proprietary technologystock splits, stock dividends and other similar events). The foregoing conversion price is subject to future adjustment to the lowest price per share referenced in any equity related instrument the Company issues to online betting.any other person until the Lender has exercised its conversion rights. Pursuant to the Conversion Agreement, the Lender is prohibited from converting its debt to the extent that such conversion would result in the number of shares of common stock beneficially owned by Lender and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion, which percentage may be increased or decreased at the holder’s election provided any adjustment would not become effective for 61 days. The Company paid $133,770 upon executionagreed to file a resale registration statement providing for the resale by the Lender of the option agreement,shares of common stock that may be received upon the foregoing conversion within 30 calendar days of the Lender’s request, and into use commercially reasonable efforts to cause such registration statement to become effective within 90 days of such request. To the eventextent that the option is exercised andCompany does not have sufficient authorized shares of common stock to allow for the license agreement is executed,full conversion permitted by the Conversion Agreement, upon the Lender’s request, the Company will paybe required to use its reasonable best efforts to obtain approval of an additional £200,000 (or approximately $270,000 asincrease in the Company's authorized shares from its shareholders. During any period of March 31, 2021) in cash and issue 65,000time that the Company does not have sufficient authorized shares to allow for the full conversion permitted by the Conversion Agreement, the Company will be prohibited from issuing any shares of common stock. The optionstock or common stock equivalents. As a result of Amendment No. 3, the exercise price of the warrants issued to the holders of Preferred Stock was reset to initially expire$0.116 per share.
As a result of the event of default on May 1, 2021,the Senior Note, the Company amortized all remaining debt discount and was extended until May 6, 2021. The option was exercised on or about May 3, 2021. Thedebt issuance costs associated with the Senior Note. During the three months ended December 31, 2023 and 2022, the Company recorded an other long-term assetrecognized interest expense of $133,770$0 and $1,264,933, respectively, from the amortization debt discount and debt issuance costs related to the initial payment.Senior Note. There was no unamortized debt discount and debt issuance costs associated with the Senior Note as of December 31, 2023.
NOTE 4 – CONVERTIBLE NOTES PAYABLE AND OTHER LONG-TERM LIABILITIES
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Note due to Aspire
In connection with the Acquisition of Aspire in October 2021, the Company entered into a €10,000,000 unsecured subordinated Promissory Note with the seller (the “Note”). The Note provides for an interest rate of 10% per annum. The maturity date of the Note will be the earlier of that date which is four years from the issuance date or a liquidity event. The Note will require repayment of the principal amount plus any accrued interest in three equal installments, payable annually starting on the second anniversary after issuance. No interest payment shall be due until that date which is the last day of the end of the second-year anniversary of issuance should the Note remain unpaid at such time. Should the Note remain unpaid at the second-year anniversary, the total accrued interest due at that time shall be paid at the second-year anniversary for accrued interest for the period from the issuance date through the second-year anniversary date. Thereafter, and on each annual anniversary date thereafter, the interest due for the prior annual period shall be paid. Notwithstanding the foregoing, if the Company owes greater than $15,000,000 under the Credit Agreement, then the parties agree that the Company shall repay any principal amount plus any accrued interest due through the issuance of Company common stock in lieu of any cash payment and the amount of said common stock shares to be issued by the Company shall be determined by using the Conversion Price as defined below. Should an event of default occur on the Note, then at the election of Aspire, either (i) the Operator Services Agreement will be amended such that the fees payable shall increase by 5% during the continuation of the event of default, or (ii) Aspire may elect to convert the entire outstanding principal amount plus any accrued interest into shares of common stock of the Company at a price per share based on the weighted-average per-share price for the ten trading days prior to the date of the occurrence of the event of default (“Conversion Price”). In no event shall the Conversion Price be lower than $540.00 per share (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof) and the total maximum number of shares of common stock that may be issued to Aspire upon any such conversion in the aggregate shall be 21,667 shares (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof). As a result of the default on the Senior Note and the Forbearance Agreement described above, a potential event of default exists pursuant to the terms of the Note, and as such as classified all principal and interest as a current liability.
Convertible Notes and other
On September 1, 2020, ESEG Limited, a wholly owned subsidiary of the Company, entered into three promissory notes, with a combined principal amount of $2,100,000.$2,100,000. The notes bore interest at the rate of 10%10% per annum through maturity and matured on March 1, 2022.2022 and are now convertible at the noteholder’s option. The Company also agreed to pay two of the lenders a total of $675,000$675,000 on September 1, 2025, bearing no interest. The Company estimated total debt discount of these liabilities to be $535,394 at the date of the transaction, of which $279,516 related to the promissory notes payable, and $255,878 related to the other long-term liabilities. The discounts will be amortized over the maturity period of each liability. As of March 31, 2021 and September 30, 2020, the carrying amount of the other long-term liabilities was $442,680 and $422,409, respectively, which is net of the remaining discount totaling $232,320 and $252,591, respectively. The carrying amount of the convertible notes payable and associated discount is further discussed below.
On September 26, 2020, the Company assumed the notes payable with principal of $2,100,000 from ESEG. In connection with this assumption, Esports Tech issued each of the lenders a conversion option at a fixed price of $0.50$15 per share and issued 2,015,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.30$9.00 per share, each with a term of five years. The convertible notes bear interest at 10% per annum and mature on March 1, 2022. The holder may convert the note into shares of common stock at any time, throughout the maturity date, to the extent and provided that no holder of the notes was or will be permitted to convert such notes so long as it or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. The Company determined that the assignment of the notes payable by the subsidiary to the parent company was an extinguishment of the original notes payable due to the addition of a substantive conversion feature, and the Company recognized a loss on extinguishment of $265,779 during the year ended September 30, 2020.
The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital. The fair value of the warrants at the grant date was estimated using a Black-Scholes model and the following assumptions: 1) volatility of approximately 85% based on a peer group of companies; 2) dividend yield of 0%; 3) risk-free rate of 0.26%; and 4) an expected term of five years. The $2,100,000$2,100,000 debt discount will be amortized through the maturity date of the convertible notes payable. During the twelve months ended September 30, 2021, a total of $187,500 of principal was converted into shares of common stock. During the year ended September 30, 2022, a total of $305,609 of principal and $106,891 of accrued interest was converted into shares of common stock. During the year ended September 30, 2023, a total of $989,391 of principal and $138,266 of accrued interest was converted into shares of common stock. As of December 31, 2023, the outstanding principal and accrued interest balance of the convertible notes was $617,500 and $62,681, respectively.
During the three months ended December 31, 2020, a total of $187,500 of principal was converted into 375,000 shares of common stock. As of March 31, 2021, the balance due under these notes, net of unamortized discount of $1,136,012, is $776,488, with accrued interest of $116,774. During the six months ended March 21, 2021,2023 and 2022, the Company recorded a charge of $867,593$13,290 and $12,083, respectively, in the accompanying consolidated statement of operations from the amortization of its debt discount.discount related to the convertible notes payable and other liabilities described above.
NOTE 4 – STOCKHOLDERS’ EQUITY
On July 26, 2023, the Company increased its authorized common shares to shares of common stock with a par value of $. In addition, the Company is authorized to issue shares of preferred stock with a par value of $. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.
At the Company’s annual meeting of stockholders completed on July 26, 2023, the stockholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.
Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-thirty (1:30) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Nevada and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 4:01 p.m. Eastern Time on September 29, 2023 (the “Effective Time”). The Amendment provides that, at the Effective Time, every thirty shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.001. The Reverse Stock Split is presented retroactively.
Acquisition of the B2C segment of Aspire Global plc
On October 1, 2021, in connection with the Acquisition, 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, simultaneous with the closing of the Acquisition Agreement, an aggregate of shares of Series A Convertible Preferred Stock (the “Preferred Stock”) for a purchase price of $ per share, for aggregate gross proceeds of $37,700,000 (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 initially underlying the Preferred Stock (the “Warrants”).
During the year ended September 30, 2023, the Preferred stock was fully converted by the holders. There were shares of Preferred Stock outstanding as of December 31, 2023 and September 30, 2023.
The Warrants are exercisable and expire on the fifth anniversary thereafter. The Warrants were initially to be exercisable at an exercise price of $900.00 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. Notwithstanding the foregoing anti-dilution provision, in connection with the $3.5 million offering completed in June 2022, the exercise price was reduced to $45.00. In February 2023, the warrants exercise price was reset to $30.60 in connection with the February 2023 equity financing. As a result of Amendment No. 3 to the Credit Agreement, the exercise price of the warrants issued to the holders of Preferred Stock was reset to $0.116 per share on January 9, 2024. 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 ordinary shares underlying the Warrants.
The holders of the Warrants will not have the right to exercise any portion of the 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.
Warrants
As discussed above, the Company has issued common stock warrants in connection with its fundraising activities to preferred shareholders, its lender and convertible notes issued during previous years. The following table summarizes warrant activity during the three months ended December 31, 2023:
| Schedule of warrant activity | ||||||||||||
| Common Stock Warrants | ||||||||||||
| Shares | Weighted Average Exercise Price | Weighted average Remaining Life in years | ||||||||||
| Outstanding at September 30, 2023 | 435,491 | $ | 122.04 | |||||||||
| Granted | – | – | – | |||||||||
| Cancelled | ) | |||||||||||
| Expired | – | |||||||||||
| Exercised | – | |||||||||||
| Outstanding at December 31, 2023 | 358,409 | $ | 38.92 | 3.82 | ||||||||
| Exercisable at December 31, 2023 | 358,409 | $ | 38.92 | 3.82 | ||||||||
At December 31, 2023, the outstanding and exercisable common stock warrants had no intrinsic value.
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2020 Stock Plan
In December 2020, the Company adopted the 2020 Stock Plan, or the 2020 Plan. The 2020 Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, stock unit awards and stock appreciation rights to key employees, non-employee directors and consultants.
Under the 2020 Plan, the aggregate value of all compensation granted or paid to any individual for service as a non-employee director with respect to any calendar year, including awards granted under the 2020 Plan and cash fees paid to such non-employee director, will not exceed $300,000 in total value. For purposes of this limitation, the value of awards is calculated based on the grant date fair value of such awards for financial reporting purposes.
The number of shares of the common stock that may be issued under the 2020 Plan is . As of December 31, 2023, the Company had awarded a total shares under the 2020 Plan, with remaining under the 2020 Plan.
Common Stock Awards
The Company has awarded restricted stock units and shares of common stock to various employees, consultants and officers under the 2020 Plan. The majority of these awards will vest equally over terms of up to four years. At December 31, 2023, the Company had restricted stock units in issuance.
During the three months ended December 31, 2023 and 2022, the Company recognized a total of $ and $, respectively of stock-based compensation expense related to common stock awards and expects to recognize additional compensation cost of $ upon vesting of all awards.
Options
The following table summarizes option activity during the three months ended December 31, 2023:
| Schedule of option activity | ||||||||||||
| Common Stock Options | ||||||||||||
| Shares | Weighted Average Exercise Price | Weighted average Remaining Life in years | ||||||||||
| Outstanding at September 30, 2023 | 20,287 | $ | 113.55 | 5.37 | ||||||||
| Granted | – | – | – | |||||||||
| Cancelled | (275 | ) | 671.10 | 7.69 | ||||||||
| Expired | – | – | – | |||||||||
| Exercised | – | – | – | |||||||||
| Outstanding at December 31, 2023 | 20,012 | $ | 105.88 | 5.08 | ||||||||
| Exercisable at December 31, 2023 | 15,794 | $ | 87.32 | 5.03 | ||||||||
During the three months ended December 31, 2023, the Company recognized stock-based compensation expense of $ related to common stock options awarded. The exercisable common stock options had no intrinsic value as of December 31, 2023. The Company expects to recognize an additional $ of compensation cost related to stock options expected to vest.
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NOTE 5 – STOCKHOLDERS’ EQUITYLONG-LIVED ASSETS
Fixed Assets
The Company is currently authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001. In addition, the Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001. The specific rightsCompany’s fixed assets consisted of the preferred stock, when so designated, shall be determined by the boardfollowing as of directors.December 31, 2023 and September 30, 2023:
| Schedule of fixed assets | ||||||||
December 31, 2023 | September 30, 2023 | |||||||
| Software | $ | 276,250 | $ | 264,850 | ||||
| Furniture and fixtures | 404,936 | 388,226 | ||||||
| Total fixed assets | 681,186 | 653,076 | ||||||
| Accumulated depreciation | (549,066 | ) | (491,863 | ) | ||||
| Fixed assets, net | $ | 132,120 | $ | 161,213 | ||||
DuringDepreciation expense was $35,380 and $24,639 for the three months ended December 31, 2020,2023 and 2022 respectively.
Intangible Assets – Aspire b2C Acquisition
As disclosed in Note 3, the Company received gross cash proceeds of $4,000,000 in exchange for 2,000,000 shares of common stock. In conjunction with this fundraising, broker commission and expenses of $351,929 were paid and 173,625 common stock warrants with an exercise price of $2.00 and a five-year term were issued. The fair valueacquired intangible assets as part of the warrants issued in connection with the financing was estimated to be $228,500 as discussed below.
In January 2021, the Company sold 250,014 shares of common stock to investors for $3 per share, receiving gross proceeds of $750,042.Aspire B2C Business acquisition. The company paid $30,314 of broker fees and commissions related to this fundraising and issued 8,750 warrants to purchase common stock with an exercise price of $3 per share and a term of 5 years. The fair valueacquired intangibles consisted of the warrants issued in connection with the financing was estimated to be $228,500following as discussed below.
In February 2021, the Company entered into an agreement with a consultant where the Company agreed to issue warrants to purchase 4,166 shares of stock with a term of 5 years at an exercise price of $3 per share,December 31, 2023 and pay $37,500 of cash for services rendered. The consultant will also receive $50,000 of consideration per year for an additional two years in a combination of cash and common stock warrants.September 30, 2023:
In April 2021, the Company completed its IPO and issued 2,400,000 shares of common stock for gross cash proceeds of $14,400,000. See note 9 for further information.
2020 Stock Plan
In December 2020, the Company adopted the Esports Technologies, Inc. 2020 Stock Plan, or the 2020 Plan. The 2020 Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, stock unit awards and stock appreciation rights to key employees, non-employee directors and consultants.
Under the 2020 Plan, the aggregate value of all compensation granted or paid to any individual for service as a non-employee director with respect to any calendar year, including awards granted under the 2020 Plan and cash fees paid to such non-employee director, will not exceed $300,000 in total value. For purposes of this limitation, the value of awards is calculated based on the grant date fair value of such awards for financial reporting purposes.
| Schedule of intangible assets acquired | ||||||||
December 31 2023 | September 30, 2023 | |||||||
| Trademarks and tradenames, indefinite lives | $ | 2,305,126 | $ | 2,210,000 | ||||
| Trademarks and tradenames, three year lives | 4,728,146 | 4,533,030 | ||||||
| Other | 12,781 | 12,693 | ||||||
| Total acquired intangibles | 7,046,053 | 6,755,723 | ||||||
| Accumulated amortization | (3,516,124 | ) | (3,054,114 | ) | ||||
| Acquired intangible assets, net | $ | 3,529,929 | $ | 3,701,609 | ||||
The number of sharesKaramba trademarks and tradenames represent approximately 75% of the common stock that may be issued under the 2020 Plan is 4,000,000. As of March 31, 2021, the Company had awarded a total 3,526,598 shares under the 2020 Plan, with 473,402 remaining under the 2020 Plan.
Common Stock Awards
During the six months ended March 31, 2021, the Company agreed to award a total of 1,110,250 restricted stock units that convert into common stock to various employeesthe acquired intangibles and officers under the 2020 Plan. Of the restricted stock unit awards, 610,250 will vest annuallyhave an indefinite useful life. The remaining trademarks and tradenames and customer relationships are amortized over a period of two to four years, 300,000 will vest upon the completion of various performance goals related to the operations of the Company, and 200,000 shares of common stock underlying awards made to the Company’s CEO will vest equally upon reaching trailing twelve months revenue of $10 million and $20 million. The Company estimated the fair value of the awards at $2 per share based on recent sales of common stock for cash as described above.
In November 2020, the Company entered into four consulting agreements under which the Company issued a total of 683,334 shares of common stock, which vest equally over terms ranging from three to twelve months.
During the three and six months ended March 31, 2021, the Company recognized a total of $353,313 and $1,438,532 of stock-based compensation expense related to common stock awards and expects to recognize additional compensation cost of $2,148,636 upon vesting of all awards.
Warrants
As discussed above, the Company has issued common stock warrants in connection with its fundraising activities to brokers, an asset purchase agreement and convertible notes issued during the year ended September 30, 2020. The following table summarizes warrant activity during the three and six months ended March 31, 2021:
| Common Stock Warrants | ||||||||||||
| Shares | Weighted Average Exercise Price | Weighted average Remaining Life in years | ||||||||||
| Outstanding at September 30, 2020 | 2,015,000 | $ | 0.30 | 4.99 | ||||||||
| Granted | 218,541 | 1.80 | 5.00 | |||||||||
| Cancelled | – | – | – | |||||||||
| Expired | – | – | – | |||||||||
| Exercised | – | – | – | |||||||||
| Outstanding at March 31, 2021 | 2,233,541 | $ | 0.45 | 4.50 | ||||||||
| Exercisable at March 31, 2021 | 2,233,541 | $ | 0.45 | 4.50 | ||||||||
The outstanding and exercisable common stock warrants had an estimated intrinsic valueuseful life of $5,702,125. The Company estimatedthree years. Amortization expense on the fair value of the warrants using a Black-Scholes option pricing modelAspire intangible assets was $313,564 and the following assumptions: 1) stock price of $2 to $3 per share; 2) dividend yield of 0%; 3) risk-free rate of between 0.18% and 0.52%; 4) expected term of between 2.5 and 5 years; 5) an exercise price of $0.25, $2 or $3 and 6) expected volatility of between 84.1% and 99.0% based on a peer group of public companies. The warrants granted to brokers in connection with sales of common stock during the six months ended March 31, 2021 had an estimated fair value of $247,108 which was reflected as a cost of capital, warrants granted to consultants$1,623,448, respectively, for services had a fair value of $8,819, and the warrants granted in connection with the asset purchase agreement had an estimated fair value of $57,252.
Options
During the three months ended March 31, 2021, the Company entered into various agreements with employees, consultants and directors whereby the Company agreed to award a total of 402,000 common stock options, including 150,000 to two members of the Board of Directors under the 2020 Plan. These awards vest over a period of six months to four years, with 20,000 options issued to a consultant vesting immediately.
During the three months ended December 31, 2020, the Company entered into various agreements with employees2023 and consultants whereby the Company agreed to award a total of 2,014,348 common stock options, including 90,000 to consultants and 100,000 to a member of the Board of Directors under the 2020 Plan. Of the total, 1,390,000 vest equally over periods of between one and four years, 70,313 vested upon completion of the Company’s IPO, 200,000 to the Company’s Chief Operating Officer would have vested in the event that the Company’s IPO raised gross proceeds of at least $18 million (as the IPO proceeds were less than $18 million, these shares did not vest), 16,785 vest upon the earlier of 1 year or the completion of the Company’s IPO, and 57,250 to the Company’s prior interim CFO vested upon the hiring of the Company’s full time CFO.2022.
The following table summarizes option activity duringAmortization for the six monthsyear ended March 31, 2021:
| Common Stock Options | ||||||||||||
| Shares | Weighted Average Exercise Price | Weighted average Remaining Life in years | ||||||||||
| Outstanding at September 30, 2020 | – | $ | – | – | ||||||||
| Granted | 2,416,348 | 0.99 | 9.23 | |||||||||
| Cancelled | – | – | – | |||||||||
| Expired | – | – | – | |||||||||
| Exercised | – | – | – | |||||||||
| Outstanding at March 31, 2021 | 2,416,348 | $ | 0.99 | 8.87 | ||||||||
| Exercisable at March 31, 2021 | 77,250 | $ | 0.96 | 8.71 | ||||||||
During the threeSeptember 30, 2024 and six months ended March 31, 2021, the Company recognized stock-based compensation expense of $337,869 and $574,676 related to common stock options awarded. The exercisable common stock options had an intrinsic value as of March 31, 2021 of $157,438. The Company expects to recognize an additional $3,739,510 of compensation cost related to stock options2025 is expected to vest.
The Company estimated the fair value of the stock options awarded using a Black-Scholes option pricing modelbe approximately $1,340,598 and the following assumptions: 1) stock price of $2 to $3 per share; 2) dividend yield of 0%; 3) risk-free rate of between 0.22% and 0.90%; 4) expected term of between 3.5 and 6.25 years; 5) an exercise price of $0.25, $2 or $3 and 6) expected volatility of between 82.3% and 95.33% based on a peer group of public companies.$220,366, respectively.
NOTE 67 – COMMITMENTS AND CONTINGENCIES
Financial Advisor’s Claims
The Company’s previous financial advisor, Boustead Securities LLC (“Advisor”) has alleged a breach by the Company over the termination of their engagement and the timing of the payment and amount of the fees owed to the Advisor (collectively the “Claims”). On June 2, 2022, the Advisor named EBET in an arbitration proceeding with Financial Industry Regulatory Authority (“FINRA”) in connection with the Claims. The Statement of Claim alleged damages of $5.7 million and sought a declaration that the Company be required to utilize the Advisor for a certain follow-on offering pursuant to an alleged right of first refusal between the parties. On August 4, 2022, EBET, Inc. counterclaimed against Boustead Securities, LLC for tortious interference with prospective economic advantage and demanded damages and attorneys’ fees in an amount to be determined. Boustead Securities, LLC’s current Second Amended Statement of Claim, filed on May 24, 2023, alleges $12 million in damages and no longer seeks declaratory relief. In response to Boustead Securities, LLC’s Second Amended Statement of Claim, Company maintains its counterclaim and all affirmative defenses previously asserted. The arbitration occurred on November 6, 2023, ended on November 8, 2023. On January 5, 2024, the arbitration panel awarded the Advisor $15.2 million in damages and attorneys’ fees. The Company has accrued the awarded amounts in the accompanying consolidated balance sheet, included in Accounts Payable and Accrued Liabilities. The Company recognized expense of $11,597,240 related to this award during the year ended September 30, 2023, included in general and administrative expenses.
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Other Contingencies
On June 26, 2023, a former vendor of the Company, Litebox USA, LLC filed a Complaint against EBET, Inc. alleging causes of action including Breach of Contract; Breach of the Implied Covenant of Good Faith and Fair Dealing; Unjust Enrichment; Quantum Meruit; Promissory Estoppel; Open Book Account/Account Stated; and other causes of action. The action stems from an alleged nonpayment pursuant to a Master Service Agreement and three separate Statements of Work for the alleged development of software thereunder. EBET, Inc. filed a demurrer to this Complaint and the hearing on same is set for June 2024. EBET intends to vigorously defend this matter.
On September 2, 2020,28, 2023, EBET, INC. filed a lawsuit in the State of Nevada against Aspire Global PLC, AG Communications and affiliated entities asserting damages in an amount of no less than 65,000,000 Euro plus punitive and other damages proven at trial (“Aspire Litigation”) and including causes of action against Aspire and the other defendants for fraud and material breach of the share purchase agreement whereon the Company had acquired the i-gaming B2C assets including the Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP domains, sites, player database and other related assets and also related to the operator service agreements and Promissory Note entered into a financial advisor agreementconcurrent with Boustead Securities LLC, the representativeclosing of the underwriters inshare purchase agreement. On November 7, 2023, Aspire and the other defendants removed the subject matter to the United States District Court for the District of Nevada. The Aspire Litigation is material to the Company and the result of such litigation is highly likely to have a material impact on the Company going forward.
Other Commitments
On June 30, 2023, the Company agreed to enter into amendments to the employment agreements (each, a “Retention Letter”), with each of Aaron Speach, the Company’s initial public offering, to provide services related to fundraising onChief Executive Officer, and Matthew Lourie, the Company’s planned public listing. TheChief Financial Officer.
Pursuant to the Retention Letters,
| (a) | Mr. Speach was entitled to receive a cash retention bonus of $175,000 payable 20% upon execution of the Retention Letter, 40% after three months, and the remainder after six months, and | |
| (b) | Mr. Lourie was entitled to an increase in his base salary to $320,000 and to receive a cash retention bonus of $240,000 payable 20% upon execution of the Retention Letter, 30% after three months, 30% after six months, and the remainder after nine months. |
In addition, pursuant to the Retention Letters, each of Mr. Speach and Mr. Lourie will be eligible to receive a cash transaction bonus equal to 0.95% of the gross proceeds of any strategic transaction (a “Transaction”), provided that the net proceeds from the Transaction are at least $26.0 million; and further provided that the executive may receive an additional 0.25% of the gross proceeds if the net proceeds from the Transaction are not less than the amount that would result in (a) the Company repaying its outstanding debt and all trade creditors, and (b) the Series A preferred holders and common shareholders receiving consideration of not less than the value of their equity holdings as of June 30, 2023 (the “Deal Threshold”).
If Mr. Speach and Mr. Lourie are terminated without “cause” prior to June 30, 2024, the Company agreed to pay a cash severance payment of:
| (a) | with respect to Mr. Speach, the greater of 1.0 times Mr. Speach’s base salary or the severance payable pursuant to Mr. Speach’s current employment agreement; and | |
| (b) | with respect to Mr. Lourie, 0.5 times Mr. Lourie’s base salary. |
In addition to the financial advisor a success feeamounts payable to Messrs. Speach and Lourie set forth above, the Company also agreed on June 30, 2023 to pay additional retention bonuses under the executive retention plan to two consultants and advisors of 4%up to $310,000, in the aggregate, and additional cash transaction bonuses equal to 1.9% of the gross proceeds of any Transaction, provided that the net proceeds from the Transaction are at least $26.0 million; and provided further that an additional 0.50% of the gross proceeds will be payable if the net proceeds from any debt financing, and a 7% success fee related to any equity or convertible debt financing, subject to customary approval by the regulatory authorities. In April 2021,Transaction are not less than the Company completed its IPO and issued 2,400,000 shares of common stock for gross cash proceeds of $14,400,000. The Company paid underwriting fees of $820,800 and issued 168,000 warrants to purchase shares of common stock at a price of $7.20 per share for a period of five years.Deal Threshold.
On September 26, 2020, the Company entered into a consulting agreement with a registered foreign broker dealer for fundraising services and paid 10% of any gross proceeds through capital raises from non-US investors introduced by the consultant, up to a maximum payment to the consultant of $200,000 and the consultant also received warrants to purchase shares of the Company’s common stock at an exercise price of $2.00 per share. These warrants were exercised in April 2021 and were converted into 62,386 shares of the Company stock.
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The basic net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of common shares outstanding during the year. The diluted weighted average number of common shares outstanding is the basic weighted number of common shares adjusted for any potentially dilutive debt or equity. CommonFor the three months ended December 31, 2023, common shares issuable under preferred stock ( and shares), convertible debt, ( and shares), stock options ( and shares) and common stock warrants ( and shares) were excluded from the calculation of diluted net loss per share due to their antidilutive effect.
| Three Months Ended | Six Months Ended | |||||||||||||||
| March 31, 2021 | March 31, 2020 | March 31, 2021 | March 31, 2020 | |||||||||||||
| Numerator | ||||||||||||||||
| Net income (loss) | $ | (2,375,660 | ) | $ | 5,073 | $ | (5,126,391 | ) | $ | (18,355 | ) | |||||
| Denominator | ||||||||||||||||
| Basic and Diluted weighted average common shares | 10,587,654 | 7,340,421 | 9,878,185 | 7,340,421 | ||||||||||||
| Basic and diluted net income (loss) per common share | $ | (0.22 | ) | $ | 0.00 | $ | (0.52 | ) | $ | (0.00 | ) | |||||
| Schedule of loss per common share | ||||||||
| Three Months Ended | ||||||||
December 31, 2023 | December 31, 2022 | |||||||
| Numerator: | ||||||||
| Net loss | $ | (3,819,377 | ) | $ | (7,557,765 | ) | ||
| Preferred stock dividends | – | (1,536,969 | ) | |||||
| Net loss attributable to common stockholders | $ | (3,819,377 | ) | $ | (9,094,734 | ) | ||
| Denominator: | ||||||||
| Basic and diluted weighted average common shares | ||||||||
| Basic and diluted net income (loss) per common share | $ | ) | $ | ) | ||||
NOTE 89 – TRANSACTION WITH RELATED PARTIES
As of March 31, 2021, theThe Company owed $155,228 to Gogawi Inc. (a company controlledengaged a firm owned by certain initial shareholders of the Company) (see note 1). At September 30, 2020 the amounts owed to these related parties was $152,888. The advances are due on demand and are non-interest bearing. In May 2021, the Company repaid the advances in full.
On November 10, 2020, the Company entered into an employment agreement with Michal Barden, a family member ofMatthew Lourie, the Company’s Chief OperatingFinancial Officer to serve asprovide financial reporting services. For the Company’s marketing director. The employment agreement provides for an annual salary of $132,000, a technology allowance of $5,000,three months ended December 31, 2023 and an award of 30,000 shares of common stock in2022, the Company vesting in four equal annual installments. incurred consulting fees of $19,729 and $22,063, respectively.
NOTE 9– SUBSEQUENT EVENTS
In April 2021, the Company completed its IPO and issued 2,400,000 shares of common stock for gross cash proceeds of $14,400,000. The Company paid underwriting fees of $820,800 and issued 168,000 warrants to purchase shares of common stock at a price of $7.20 per share for a period of five years.
item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section of this report includes forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like, believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
We areoperate platforms to provide a technology company creating and operating platformsreal money online gambling experience focused on i-gaming including casino, sportsbook and esports events. The Company operates under an operating services agreement with Aspire Global plc (“Aspire”) allowing EBET to provide online betting services to various countries around the world.
Acquisition of Aspire Global Plc’s (“Aspire”) Business to Consumer (“B2C”) Business
In order to accelerate /the growth and competitive gaming. Foundedexpand market access for our esports product offerings, on November 29, 2021, we acquired Aspire’s B2C Business.
The acquisition of Aspire’s B2C business was intended to provide the following benefits:
| · | ownership of Aspire’s portfolio of B2C proprietary online casino and sportsbook brands consisting of Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP; | |
| · | enhanced operator relationship with Aspire who provides the on-line gaming platform and a managed services offering, including customer service, customer on-boarding and payment processing ensuring operational stability and continuity. |
On April 27, 2023, the Company was notified by its gaming platform operator services provider Aspire Global plc (“Aspire”) that the gaming regulatory authority in late 2016, our focus has been operating our primary platform, gogawi.com, which isGermany had sent a letter received by Aspire on April 25, 2023 stating that Aspire would be required to shut down activity of its gaming operations in Germany effective as of 10 days from receipt of said letter until such time as Aspire was otherwise granted a license to operate in Germany. Aspire informed the Company that although it sought an online esports/sportsbook focusedextension of the requested shutdown deadline, it was not successful in receiving an extension of time and/or any form of other relief from this request. In order to meet the subject German regulator requirement, Aspire shut down its activities in Germany on gamers locatedMay 7, 2023 and as a result the gaming websites owned by the Company that operate in AsiaGermany were shut down on that date. During the year ended September 30, 2023 and Latin America. Although we are focused on esports wagering, we also offer iGaming, which is online casino2022 revenue generated in German markets was $9,686,372 and table games such as blackjack, virtual sport computer simulated games and slot machines, as well as traditional sports betting in jurisdictions in which we are licensed to do so. We currently hold a gaming sublicense$17,555,683, respectively. During the same periods gross profit contributed from the Curacao Gaming Authority. Under our existing sublicense, we can accept wagers from residents of more than 149 jurisdictions. Historically, virtually all of our wagers have been sourced in the Philippines.German markets was $2,775,605 and $3,741,443, respectively.
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Results of Operations for the Three Months Ended December 31, 2023, compared to the Three Months Ended December 31, 2022
Results of operations in dollars and as a percentage of net revenue were as follows:
| Three Months Ended December 31, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| $ | % | $ | % | |||||||||||||
| Revenue | $ | 4,284,055 | 100% | $ | 14,407,964 | 100% | ||||||||||
| Cost of revenue | (2,241,465 | ) | 52% | (8,518,622 | ) | 59% | ||||||||||
| Gross profit | 2,042,590 | 48% | 5,889,342 | 41% | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing expenses | 1,785,180 | 42% | 4,367,395 | 30% | ||||||||||||
| Product and technology expenses | 132,964 | 3% | 294,073 | 2% | ||||||||||||
| General and administrative expenses | 2,659,176 | 62% | 3,382,793 | 23% | ||||||||||||
| Total operating expenses | 4,577,320 | 107% | 8,044,261 | 56% | ||||||||||||
| Income (loss) from operations | (2,534,730 | ) | -59% | (2,154,919 | ) | -15% | ||||||||||
| Other expenses: | ||||||||||||||||
| Interest expense | (1,586,388 | ) | -37% | (3,031,348 | ) | -21% | ||||||||||
| Loss on derivative instruments | – | 0% | (142,187 | ) | -1% | |||||||||||
| Foreign currency loss and other | 301,741 | 7% | (2,229,311 | ) | -15% | |||||||||||
| Total other expense | (1,284,647 | ) | -30% | (5,402,846 | ) | -37% | ||||||||||
| Income (loss) before provision for income taxes | (3,819,377 | ) | -89% | (7,557,765 | ) | -52% | ||||||||||
| Provision for income taxes | – | 0% | – | 0% | ||||||||||||
| Net loss | $ | (3,819,377 | ) | -89% | $ | (7,557,765 | ) | -52% | ||||||||
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||
| $ | % | $ | % | $ | % | $ | % | |||||||||||||||||
| Revenue | $ | 33,834 | 100% | $ | 40,750 | 100% | $ | 44,628 | 100% | $ | 77,878 | 100% | ||||||||||||
| Cost of revenue | 12,465 | 37% | 27,002 | 66% | 24,724 | 55% | 52,167 | 67% | ||||||||||||||||
| Gross profit | 21,369 | 63% | 13,748 | 34% | 19,904 | 45% | 25,711 | 33% | ||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Sales and marketing | 234,691 | 694% | – | 0% | 273,944 | 614% | – | 00% | ||||||||||||||||
| Product and technology | 603,445 | 1,784% | – | 0% | 1,109,380 | 2,486% | 15,635 | 20% | ||||||||||||||||
| General and administrative | 1,189,410 | 3,515% | 8,675 | 21% | 2,783,121 | 6,236% | 28,431 | 37% | ||||||||||||||||
| Total operating expenses | 2,027,546 | 5,993% | 8,675 | 21% | 4,166,445 | 9,336% | 44,066 | 57% | ||||||||||||||||
| Loss from operations | (2,006,177 | ) | (5,930)% | 5,073 | 12% | (4,146,541 | ) | (9,291)% | (18,355 | ) | (24)% | |||||||||||||
| Other expenses: | ||||||||||||||||||||||||
| Interest expense | (367,214 | ) | (1,085)% | – | 0% | (967,620 | ) | (2,168)% | – | 0% | ||||||||||||||
| Foreign currency loss | (2,269 | ) | (7)% | – | 0% | (12,230 | ) | (27)% | – | 0% | ||||||||||||||
| Total other expense | (369,483 | ) | (1,092)% | – | 0% | (979,850 | ) | (2,196)% | – | 0% | ||||||||||||||
| Net (loss)/profit | $ | (2,375,660 | ) | (7,022)% | $ | 5,073 | 12% | $ | (5,126,391 | ) | (11,487)% | $ | (18,355 | ) | (24)% | |||||||||
Revenue
Three Months Ended MarchFor the three months ended December 31, 20212023, we generated $4,284,055 in revenue compared to March$14,407,964 in revenue during the three months ended December 31, 20202022. The decrease in revenue in the three months ended December 31, 2023, when compared with the same period in the prior year, was driven by the Company’s restructuring of the business to improve its immediate profitability, certain inefficient sales and marketing efforts have been curtailed, which have adversely impacted revenue growth since the restructuring. The current period revenue was also impacted by the loss of the Company’s German business which occurred in April 2023, which represented approximately $4.7 million of revenue for the three months ended December 31, 2022.
Cost of Revenue and Gross Profit
During the three months ended MarchDecember 31, 2021, we generated $33,8342023, cost of sales was $2,241,465 as compared with $8,518,622 in revenue and $21,369the same period in gross profit. For the three months ended March 31, 2020, we generated $40,750 in revenue and $13,748 in gross profit.prior year. The decrease in revenue and gross profit wascost of sales is due primarily driven by the disruption to our business stemming from our launching our improved wagering platform, which resulted in less outreach to new and existing customers, thus causing a decrease in revenue for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The newloss of the Company’s German business which occurred in April 2023 and the Company’s restructuring of the business described above, and consists of third-party costs associated with the betting software platform was launched in beta format in February 2021 and for general release in March 2021.gaming taxes.
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Sales and Marketing Expense
Sales and marketing expense was $234,691$1,785,180 for the three months ended MarchDecember 31, 2021, an increase from zero2022 compared to $4,367,395 for the three months ended December 31, 2022, a decrease of $2,582,215. The decrease in sales and marketing expense is primarily driven by the same period inrevenue volume declines described above. Sales and marketing expenses also included $74,400 and $225,564 of stock-based compensation costs to employees and consultants for the prior year. This increase was a resultthree months ended December 31, 2023 and 2022, respectively, payroll costs of adding marketing staff to prepare$239,217 and $373,094, respectively, for our outreach campaign related to our new wagering productsthe three months ended December 31, 2023 and services and the initial roll out of our marketing campaigns.2022, respectively. We expect sales and marketing expenses to increase in future periods as our marketing campaigns increase in both number and volume.
Product and Technology Expense
Product and technology expense was $603,445$132,964 for the three months ended MarchDecember 31, 2021, as2023 compared to zero$294,073 for the three months ended MarchDecember 31, 2020, representing an increase2022, a decrease of $603,445, as a result$259,223. The decrease is due to decreased spending related to development of increased hiring of both employeesthe Company’s sites. Product and consultants focused expanding our product offerings. Thetechnology expenses for the three months ended MarchDecember 31, 20212023, included payroll-related costs of $306,536,$78,035, stock-based compensation of $148,690$13,419 and other development costs of $148,219.$41,510 consisting primarily of consulting and other development costs. Product and technology expenses for the three months ended December 31, 2022, included payroll-related costs of $166,932, stock-based compensation of $43,571 and other development costs of $83,570 consisting primarily of consulting and other development costs.
General and Administrative Expense
General and administrative expense was $1,189,410$2,659,176 for the three months ended MarchDecember 31, 20212023, as compared to $8,675$3,382,793 for the same period in the prior year. General and administrative expense for the three months ended MarchDecember 31, 2020, representing an increase2023 included depreciation and amortization of $1,180,735. The increase in generalintangible assets of $348,944, payroll-related costs of $457,192, stock-based compensation cost of $153,009, consulting, professional fees and restructuring costs of $1,501,345 including legal, accounting, investor relations and other professional fees, depreciation and amortization of intangible assets. General and administrative expense was mainly attributable to an increase in employeefor the three months ended December 31, 2022 included amortization of intangible assets of $1,623,448, payroll-related costs from adding new employees, $545,697 of $523,633, stock-based compensation cost (of which $307,048 was to outside consultants),of $225,564, and professional fees of approximately $230,000 as we prepared for our initial public offering.$150,736 including legal, accounting, investor relations and other professional fees, depreciation and amortization of intangible assets.
Interest and Other Expenses
During the three months ended MarchDecember 31, 2021,2023 and 2022, we recognized interest expense of $367,214,$1,586,388 and $3,031,348, respectively, which included amortization of debt discountdiscounts and deferred finance costs of $309,822$13,290 and $1,277,016 related to the Senior Notes issued to acquire the Aspire business, and convertible debt issued to acquire certain intangible assets consisting of acquired domain names. Wein the previous years. During the three months ended December 31, 2023 and 2022 we also incurred a foreign currency gain of $301,741and a loss of $2,269.
Net Income/Loss
Net loss for$2,229,311, respectively, due to fluctuations in the three months ended March 31, 2021 was $2,375,660Euro compared to a net profit of $5,073 for the three months ended March 31, 2020. The increase in net loss was primarily due to the significant in increase in general and administrative expenses of $1,180,735 described above, an increase in product and technology expenses of $603,445 as a result of our efforts to develop our new products and services, and interest on convertible notes and the loss on extinguishment of convertible notes described above, which totaled $309,822.
Six Months Ended March 31, 2021 compared to March 31, 2020
Revenue and Gross Profit
During the six month period ended March 31, 2021, we generated $44,628 in revenue and $19,904 in gross profit. For the six month period ended March 31, 2020, we generated $77,878 in revenue and $25,711 in gross profit. The increase in revenue was primarily driven by the expansion of our existing player base. The slight decrease in gross profit was due to decreased technology platform costs during the six month period ended March 31, 2021. Increased technology platform costs were related to support of our affiliate program in 2021 compared to 2020 along with additional fees incurred from Amazon Web Services.
Sales and Marketing Expense
Sales and marketing expense was $273,944 for the six months ended March 31, 2021, an increase from zero in the same period in the prior year. This increase was a result of adding marketing staff to prepare for our outreach campaign related to our new wagering products and services and the initial roll out of our marketing campaigns. We expect sales and marketing expenses to increase in future periods as our marketing campaigns increase in both number and volume.
Product and Technology Expense
Product and technology expense was $1,109,380 for the six months ended March 31, 2021, as compared to $15,635 for the six months ended March 31, 2020, representing an increase of $1,093,745, as a result of increasing development activities of our products and services. The increase in product and technology expense was partially attributable to an increase in stock-based compensation of $251,330.
General and Administrative Expense
General and administrative expense was $2,783,121 for the six month period ended March 31, 2021 as compared to $28,431 for the six month period ended March 31, 2020, representing an increase of $2,754,690. The increase in general and administrative expense was mainly attributable to an increase in employee costs from adding new employees, $1,762,583 of stock-based compensation cost and professional fees as we prepared for our initial public offering.
Interest and Other Expenses
During the six month period ended March 31, 2021, we recognized interest expense of $967,620, including amortization of debt discount of $867,593 related to the convertible debt issued to acquire certain intangible assets consisting of acquired domain names.
Net Income/Loss
Net loss for the six month period ended March 31, 2021 was $5,126,391 compared to a net loss of $18,355 for the six month period ended March 31, 2020. The increase in net loss was primarily due to interest on convertible notes and the loss on extinguishment of convertible notes described above, which totaled $867,593, stock-based compensation of $2,022,026 and an increase in payroll related expenses as we add new employees to support our growth, as described above.US dollar.
Liquidity and Capital Resources
On MarchDecember 31, 2021,2023, we had cash and cash equivalents of $2,269,615,$539,327, and had a working capital deficit of $1,820,825.$64,924,990. We have historically funded our operations from proceeds from debt and equity sales, and through the use of bitcoin cryptocurrencyfunds received from customers.operations. Our forecasts for fiscal year 2024 indicate that we will need additional near term funding in order to have sufficient financial resources to satisfy our outstanding debts and to continue to settle our debts as they fall due. We do not have any commitments for equity funding and are reliant on the Revolving Note to fund our operations. Pursuant to the Revolving Note, our Lender is not required to provide us with any specific amount of financing and we are dependent on our Lender agreeing to provide us with future working capital. To the extent our Lender determines not to provide us with additional working capital, we do not believe we will be able to raise alternative funding, and we will not have the ability to settle our current obligations or satisfy our outstanding payables. In such event, we will likely be required to cease operations or seek protection from creditors under applicable bankruptcy laws.
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The following is a summary of borrowings outstanding as at December 31, 2023:
| December 31, 2023 | ||||||||||||||||||||||||||||||
| Contractual Interest | Principal outstanding balance | Principal outstanding balance | Unamortized debt discount | Issuance costs | Total | Accrued Interest | ||||||||||||||||||||||||
| rate | Cur | Local | USD | USD | USD | USD | USD | |||||||||||||||||||||||
| Senior Note | 16.5% | USD | 27,500,297 | 27,500,297 | – | – | 27,500,297 | – | ||||||||||||||||||||||
| Revolving Note | 16.5% | USD | 3,704,347 | 3,704,347 | – | – | 3,704,347 | – | ||||||||||||||||||||||
| Note due to Aspire | 10% | EUR | 10,000,000 | 11,050,000 | – | – | 11,050,000 | 2,358,233 | ||||||||||||||||||||||
| Convertible notes | 10% | USD | 617,500 | 617,500 | – | – | 617,500 | 62,681 | ||||||||||||||||||||||
| Other | 0% | USD | 675,000 | 675,000 | (102,112 | ) | – | 572,888 | – | |||||||||||||||||||||
| Total borrowings | 43,547,144 | (102,112 | ) | – | 43,445,032 | 2,420,914 | ||||||||||||||||||||||||
| Current | 42,872,144 | 2,420,914 | ||||||||||||||||||||||||||||
| Long-term | 572,888 | – | ||||||||||||||||||||||||||||
| Total borrowings | 43,445,032 | 2,420,914 | ||||||||||||||||||||||||||||
On November 29, 2021, we entered a credit agreement (the “Credit Agreement”) with CP BF Lending, LLC (“Lender”), pursuant to which the Lender agreed to make a single loan to us of $30.0 million (the “Senior Note”). The Senior Note bears interest on the unpaid principal amount at a rate per annum equal to 15.0% as follows: (1) cash interest on the unpaid principal amount of the Senior Note at a rate equal to 14.0% per annum, plus (2) payable-in-kind interest (“PIK Interest”) on the unpaid principal amount of the Senior Note at a rate equal to 1.0% per annum. On June 30, 2023, the Company, the subsidiaries of the Company and the Lender entered into a forbearance agreement (the “Forbearance Agreement”). Pursuant to the Forbearance Agreement, the Company acknowledged, among other items, that, as June 30, 2023, it was in default under the Credit Agreement, the Lender had the right to accelerate the Loan, and the Lender had the right to impose the default rate of interest under the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender agreed to forbear from exercising its rights and remedies against the Company and the Guarantors under the Credit Documents until the earlier of September 15, 2023. A termination event under the Forbearance Agreement consists of the filing of a bankruptcy proceeding by the Company or any Guarantor, the occurrence of a new event of default under the Credit Agreement, or the failure by the Company or any Guarantor to perform any material requirement, covenant, or obligation under the Forbearance Agreement. During the forbearance period, the Lender agreed, among other items, not to accelerate the Loan, initiate any bankruptcy filings, or apply any default rates of interest. As partial consideration for the Lender agreeing to enter into the Forbearance Agreement, the Company paid a forbearance fee equal to 50 basis points of the outstanding principal amount of the Loan (or $130,425), which amount was added to the principal balance of the loan. In addition, on June 30, 2023, the Company made a prepayment of the Loan in the amount of $2.0 million, which in turn reduced the minimum cash balance requirement under the Credit Agreement to $0. On September 15, 2023, the Company, the subsidiaries of the Company and the Lender entered into an amendment number 1 to the Forbearance Agreement (the “Forbearance Amendment No. 1”). The Forbearance Amendment No. 1 extended the Forbearance Date from September 15, 2023 until October 31, 2023.
In connection with the Forbearance Agreement, the Lender agreed to provide the Company with a revolving line of credit in the amount of $2.0 million (the “Revolving Note”), with any advances under the Revolving Note to be made in the sole discretion of the Lender. On September 29, 2023, the Lender agreed to increase the maximum available amount of the Revolving Loan to $4.0 million. The Company paid Lender a fee of $40,000 in connection with the increase. The Revolving Note will have a maturity date of November 29, 2024 and carry an interest rate of 15.0% per annum, provided that upon an occurrence of default the interest rate will increase to the default rate under the Loan. The Revolving Note shall be an Obligation as defined in the Credit Agreement and as such shall be secured by the collateral in which the Company and the Guarantors have granted liens and security interests to the Lender in connection with the Loan. All discretionary advances shall terminate automatically and all outstanding principal together with accrued but unpaid interest and fees shall become immediately due and payable, without notice to or action by any party, on the earlier of the termination date of the Forbearance Agreement, or the maturity date of the Revolving Note, unless otherwise extended by the Lender.
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On June 28, 2023, based on the approval of the Strategic Alternatives Committee, that committee’s favorable recommendation to the Board, and the Board’s subsequent approval, the Company hired Houlihan Lokey Capital, Inc. (“Houlihan”) as the Company’s exclusive financial advisor to provide financial advisory and investment banking services in connection with one or more of a sale, recapitalization, restructuring or any other financial transactions involving the Company. The continued engagement of Houlihan was required by the Lender during the term of the Forbearance Agreement. On January 31, 2024, the Company and Houlihan agreed to terminate the engagement with approval of the Lender.
Effective on October 1, 2023, the Company, the subsidiaries of the Company and the Lender entered into an amendment number 2 to the Forbearance Agreement (the “Forbearance Amendment No. 2”). The Forbearance Amendment No. 2 extended the Forbearance Date from October 31, 2023 until June 30, 2025, and provides that instead of interest being payable monthly in cash, such interest shall accrue in arrears and can be added to the outstanding principal balance of the Loan. The interest rate on the Loan and the Revolving Note was increased to 16.5% per annum. The Forbearance Amendment No. 2 further adds that the Company’s suspension from trading or failure to be listed on the Nasdaq Capital Market for more than 30 calendar days will constitute a Termination Event under the Forbearance Agreement as amended. On November 2020, we completed11, 2023, Lender provided the Company with an extension of the Nasdaq Capital Market delisting/suspension Termination Event for an additional 40 calendar days up to December 23, 2023, and on December 19, 2023, the Lender provided the Company with an additional extension of 40 days. Effective January 31, 2023, the Lender provided the Company with an additional extension of 90 days. Pursuant to Forbearance Amendment No. 2, the Company agreed that to the extent it receives net proceeds from or in connection with a private placementjudgment, settlement or other in or out of 2,000,000 sharescourt resolution of our common stock for grossa commercial tort claim, the Company will: (i) make a prepayment on the Loan or the Revolving Note (discussed below) of 100% of such net proceeds; and (ii) make an additional payment to the Lender equal to 5% of any such net proceeds (prior to the payments set forth in subsection (i)) in excess of $4.0$50.0 million.
During JanuaryEffective on October 1, 2023, the Company entered into an amended and February 2021, we completed a private placement of 250,014restated note conversion option agreement (the “Option Agreement”) with the Lender. Pursuant to the Option Agreement, the Company agreed to permit the Lender the right to convert any amounts due pursuant to the Loan and the Revolving Note into shares of ourCompany common stock at $3.00a conversion price of $1.25 per share with respect to the initial $5.0 million and at a conversion price of $2.50 per share with respect to the remaining amounts.
The Option Agreement provides that the Lender (together with its affiliates) may not convert any portion of the Loan or Revolving Loan during an initial 45-day lockup or to the extent that the Lender would own more than 9.99% of the Company’s outstanding common stock immediately after exercise, except that upon prior notice from the Lender to the Company, the Lender may increase or decrease the amount of ownership of outstanding stock after conversion of the Loan, provided that any modification will not be effective until 61 days following notice to the Company.
On January 9, 2024, the Company, the subsidiaries of the Company and the Lender entered into a Third Amendment to Credit Agreement (the “Amendment No. 3”). The Amendment No. 3 increased the maximum available amount of the Revolving Loan from $4.0 million to $6.5 million and provided such additional loan availability under a use of proceeds that including working capital as well as funding for gross proceedsour litigation matters, materially including our litigation against Aspire. In connection with entering into Amendment No. 3, the Company and the Lender entered in a second amended and restated note conversion option agreement (the “Conversion Agreement”), pursuant to which the Company agreed that the Lender shall have the right to convert the principal balance and accrued interest under the Loan and Revolving Note into shares of $0.75 million.Company common stock at a conversion price of $0.116 per share (subject to adjustment for stock splits, stock dividends and other similar events). The foregoing conversion price is subject to future adjustment to the lowest price per share referenced in any equity related instrument the Company issues to any other person until the Lender has exercised its conversion rights. Pursuant to the Conversion Agreement, the Lender is prohibited from converting its debt to the extent that such conversion would result in the number of shares of common stock beneficially owned by Lender and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion, which percentage may be increased or decreased at the holder’s election provided any adjustment would not become effective for 61 days. The Company agreed to file a resale registration statement providing for the resale by the Lender of the shares of common stock that may be received upon the foregoing conversion within 30 calendar days of the Lender’s request, and to use commercially reasonable efforts to cause such registration statement to become effective within 90 days of such request. To the extent that the Company does not have sufficient authorized shares of common stock to allow for the full conversion permitted by the Conversion Agreement, upon the Lender’s request, the Company will be required to use its reasonable best efforts to obtain approval of an increase in the Company's authorized shares from its shareholders. During any period of time that the Company does not have sufficient authorized shares to allow for the full conversion permitted by the Conversion Agreement, the Company will be prohibited from issuing any shares of common stock or common stock equivalents. As a result of Amendment No. 3, the exercise price of the warrants issued to the holders of Preferred Stock was reset to $0.116 per share.
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The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon our ability to obtain equity or debt financings to continue operations. We have a history of and expect to continue to report negative cash flows from operations and a net loss. Our forecasts for 2024 and beyond indicate that we will need additional funding in order to have sufficient financial resources to continue to settle our debts as they fall due. We have taken significant measures to increase the profitability of our business in the short term, but we are not currently generating sufficient cash from our operations to settle our debts as they fall due and continue to require near term financing. These actions include optimizing the efficiency of marketing campaigns, reducing the total number of employees and contractors, terminating software and other immaterial contracts as well as generally reducing the operating costs of the business. These efforts have also resulted in an increased focus on our i-gaming business and a significant reduction in the investment of our esports products and technologies, which resulted in the recognition of an impairment loss on certain intangible assets and fixed assets. As a result of our actions as referenced above, we do not expect to launch our esports products in the short or medium term. These factors raise substantial doubt regarding our ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. We may seek additional funding through a combination of equity offerings, debt financings, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof. Management cannot be certain that such events or a combination thereof can be achieved.
As of MarchDecember 31, 2021,2023, we have incurred an accumulated deficit of $6,575,917$154,977,817 since inception and have not yet generated any meaningful income from operations. In April 2021, we completed our initial public offering and issued 2,400,000 shares of common stock for gross cash proceeds of $14,400,000. We paid underwriting fees of $820,800 and issued 168,000 warrants to purchase shares of common stock at a price of $7.20 per share for a period of five years.
Cash used in operating activities
Net cash used in operating activities was $1,873,473$683,698 for the sixthree months ended MarchDecember 31, 20212023, as compared to cash used in operating activities of $21,563$1,820,902 for the six months ended March 31, 2020.same period in the prior year. Net cash used in operating activities during the three months ended MarchDecember 31, 2021 mainly2023, included payments made for employee costs, professional fees to our consultants, attorneys and accountants for services relatedservices. The decrease in cash used in operations compared to completion of our audit, development of our new wagering platformthe prior period is due to the Company’s efforts to streamline operations and preparation of our public offering filings.reduce costs.
Cash used in investing activities
Net cash used in investing activities was $224,669$0 during the three months ended December 31, 2023. Net cash used in investing activities was $8,204 for the sixthree months ended MarchDecember 31, 20212022 and was related to the purchase of software assets to support the new wagering platform, and the purchase of long term assets related to intellectual property rights.fixed assets.
Cash used provided by financing activities
Net cash provided by financing activities was $4,367,757$1,900,000 for the sixthree months ended MarchDecember 31, 20202023 due to proceeds from the Revolving Note. Net cash provided by financing activities was $973,965 for the three months ended December 31, 2022 and was related to the salesettlement of 2,000,000 shares of common stock at $2.00 per share in a private placement, partially offset by costs of capital to brokers of $351,929 as well as private placements of our common stock completed in January and February 2021, at $3.00 per share for gross proceeds of $750,000.derivative instruments.
Off Balance Sheet Arrangements
None.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We, under the supervisions of and with the participation of our management, including our Chief Executive Officer, who is our principal executive officer, and Chief Financial Officer, who is our principal financial officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on thatupon such evaluation, our Chief Executive Officerchief executive officer and Chief Financial Officerour chief financial officer have concluded that, the design and operationas of December 31, 2023, our disclosure controls and procedures were effective asineffective because of March 31, 2021.the material weaknesses in our internal control over financial reporting due to a lack of segregation of duties and the lack of formal documentation of our control environment.
In light of the material weakness described above, we continue to perform additional analysis and other post-closing procedures to ensure our financial statements are prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
There were no changes to our internal control over financial reporting during the three months ended MarchDecember 31, 2021,2023, that have materially affected, or are reasonable likely to materially effect, our internal controls over financial reporting.
Due to a transition period established by SEC rules applicable to newly public companies, our management is not required to evaluate the effectiveness of our internal control over financial reporting until after the filing of our Annual Report on Form 10-K for the year ended December 31, 2020. As a result, this Quarterly Report on Form 10-Q does not address whether there have been any changes in our internal control over financial reporting.
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None.The Company’s previous financial advisor, Boustead Securities LLC (“Advisor”) has alleged a breach by the Company over the termination of their engagement and the timing of the payment and amount of the fees owed to the Advisor (collectively the “Claims”). On June 2, 2022, the Advisor named EBET in an arbitration proceeding with Financial Industry Regulatory Authority (“FINRA”) in connection with the Claims. The Statement of Claim alleged damages of $5.7 million and sought a declaration that the Company be required to utilize the Advisor for a certain follow-on offering pursuant to an alleged right of first refusal between the parties. On August 4, 2022, EBET, Inc. counterclaimed against Boustead Securities, LLC for tortious interference with prospective economic advantage and demanded damages and attorneys’ fees in an amount to be determined. Boustead Securities, LLC’s current Second Amended Statement of Claim, filed on May 24, 2023, alleges $12 million in damages and no longer seeks declaratory relief. In response to Boustead Securities, LLC’s Second Amended Statement of Claim, Company maintains its counterclaim and all affirmative defenses previously asserted. The arbitration occurred on November 6, 2023, ended on November 8, 2023. On January 5, 2024, the arbitration panel awarded the Advisor $15.2 million in damages and attorneys’ fees. The Company has accrued the awarded amounts in the accompanying consolidated balance sheet.
On June 26, 2023, a former vendor of the Company, Litebox USA, LLC filed a Complaint against EBET, Inc. alleging causes of action including Breach of Contract; Breach of the Implied Covenant of Good Faith and Fair Dealing; Unjust Enrichment; Quantum Meruit; Promissory Estoppel; Open Book Account/Account Stated; and other causes of action. The action stems from an alleged nonpayment pursuant to a Master Service Agreement and three separate Statements of Work for the alleged development of software thereunder. EBET, Inc. filed a demurrer to this Complaint and the hearing on same is set for June 2024. EBET intends to vigorously defend this matter.
On September 28, 2023, EBET, INC. filed a lawsuit in the State of Nevada against Aspire Global PLC, AG Communications and affiliated entities asserting damages in an amount of no less than 65,000,000 Euro plus punitive and other damages proven at trial (“Aspire Litigation”) and including causes of action against Aspire and the other defendants for fraud, material breach of the share purchase agreement whereon the Company had acquired the i-gaming B2C assets including the Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP domains, sites, player database and other related assets and also related to the operator service agreements and Promissory Note entered concurrent with the closing of the share purchase agreement, and other causes of action. On November 7, 2023, Aspire and the other defendants removed the subject matter to the United States District Court for the District of Nevada. On December 12, 2024, Aspire filed a Motion to Dismiss our Complaint in the matter and on January 9, 2024 we filed an Opposition to Aspire’s Motion to Dismiss. The Aspire Litigation is material to the Company and the result of such litigation is highly likely to have a material impact on the Company going forward.
Other than as described above, we are not at this time involved in any additional legal proceedings that we believe could have a material effect on our business, financial condition, results of operations or cash flows.
For a discussion of potential risks or uncertainties, see “Risk Factors” in the Company’s registration statementmost recent annual report on Form S-1, as amended (File No. 333-254068),10-K on file with the SEC. Except as set forth below, there have been no material changes to the risk factors disclosed in such registration statement.annual report.
Our current operations are dependent on the market access rights secured with the Aspire acquisition, and if we do not retain these rights or if Aspire do not maintain their rights, we will not be able to operate.
We previously held a Curacao gaming sublicense pursuant to which we could accept wagers from residents of a limited number of jurisdictions, primarily in parts of Asia and South America. Given our focus on pursuing a direct gaming license in Curacao, we allowed our Curacao gaming sub-license to expire without material consequent to our business on January 29, 2024 We intend to pursue a direct license in Curacao in the future, although there is no assurance we will be successful in obtaining such license. We do not believe the loss of our sublicenses will materially affect our operations.
The acquisition of the Aspire B2C business included sublicenses to allow us to operate in several western European markets. We and our operator service platform provider Aspire are required to comply with requirements of each of these licenses to maintain market access. If we and our operator service platform provider Aspire fail to comply with the various regulations, we may be unable to conduct any gaming business in that jurisdiction and our business would be materially harmed. In April 2023, we were notified by Aspire that the gaming regulatory authority in Germany had sent a letter to Aspire stating that Aspire would be required to shut down activity of its gaming operations in Germany until such time as Aspire was otherwise granted a license to operate in Germany. In order to meet the subject German regulator requirement, Aspire shut down its activities in Germany on May 7, 2023 and as a result the gaming websites owned by us that operate in Germany were shut down on that date. There is no assurance that similar actions will not be taken by additional jurisdictions in the future.
An active trading market forIn order to expand our common stock may not be sustained.
Although our common stock is traded on Nasdaq underoperations in the symbol “EBET,” there is a very limited trading historyfuture, particularly into the United States and an active trading market for our common stock may not be sustained. Accordingly,additional European countries, we will need to obtain gaming licenses in such jurisdictions or partner with companies already operating in such jurisdictions. We can provide no assurance can be given as to the following:
· the likelihood that an active trading market for our common stockwe will be sustained;
· the liquidity of any such market;
· the ability of our stockholders to sell their shares of common stock; or
· the price that our stockholders may obtain for their common stock.
If an active market for our common stock with meaningful trading volume is not maintained, the market price of our common stock may decline materially. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid.obtain future gaming licenses.
Future sales of shares by existing stockholders could cause our stock price to decline.
If our existing stockholders, which acquired their shares of common stock at prices substantially below our current trading price, sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after the contractual lock-up agreements described below expire and other restrictions on resale lapse, the trading price of our common stock could be adversely impacted.
Certain of our initial stockholders holding an aggregate of 4,428,106 shares and our officers and directors, have agreed not to offer, sell, dispose of or hedge such shares of our common stock, subject to specified limited exceptions, during the period continuing through the date that is fifteen months after the date of our IPO, or July 15, 2022. In addition, certain of our pre-IPO stockholders holding an aggregate of 683,334 shares have agreed not to offer, sell, dispose of or hedge such shares of our common stock, subject to specified limited exceptions, during the period continuing through the date that is six months after the date of our IPO, or October 15, 2021. Finally, holders of an aggregate of 2,250,014 shares of common stock have agreed not to offer, sell, dispose of or hedge such shares of our common stock, subject to specified limited exceptions, during the period continuing through the date that is 180 days after the date of our IPO, or October 12, 2021; provided if our common stock price is over $11.00 the lock-up on these shares will end on July 14, 2021. Upon the expiration of the lock-up agreements, all such shares will be eligible for resale in the public market, subject to applicable securities laws, including the Securities Act. Upon expiration of each of these lock-up periods or upon the ability to sell shares pursuant to Rule 144, the trading price of our common stock could be adversely impacted if these stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 19, 2021, we closed our initial public offeringThere were no sales of 2,400,000 shares of common at a price toequity securities during the public of $6.00 per share. The gross proceeds from our initial public offering, before deducting underwriting discounts and commissions, was $14.4 million. The offer and sale of all of the shares in the offeringperiod covered by this Quarterly Report that were not registered under the Securities Act pursuant toand were not previously reported on a registration statementCurrent Report on Form S-1 (File No. 333-254068), which was declared effective8-K filed by the SEC on April 14, 2021. Boustead Securities, LLC acted as underwriter for the offering.Company.
There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC on April 16, 2021 pursuant to Rule 424(b). No direct or indirect payments were made by us to any of our directors or officers or their associates, to persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries. Pending the uses described, we intend to invest the net proceeds in short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not Applicable.
There is no other information required to be disclosedDuring the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under this item which was not previously disclosed.the Securities Exchange Act of 1934, as amended).
Exhibit Number | Description | |
| Amendment to EBET, Inc. Articles of Incorporation (incorporated by reference to exhibit 3.1 of the Form 8-K filed October 2, 2023) | ||
| 10.1** | Forbearance Agreement Amendment No. 2 dated October 2, 2023 between EBET, Inc., certain subsidiaries of EBET, Inc., and CP BF Lending, LLC (incorporated by reference to exhibit 10.3 of the Form 8-K filed October 2, 2023) | |
| 10.2 | Amended and Restated Note Conversion Option Agreement dated October 2, 2023 between EBET, Inc. and CP BF Lending, LLC (incorporated by reference to exhibit 10.5 of the Form 8-K filed October 2, 2023) | |
| 31.1* | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 | |
| 31.2* | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 | |
| 32.1*(1) | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2*(1) | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| Inline XBRL Taxonomy Extension Schema Document | ||
| Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
____________________
| * | Filed herewith. |
| ** | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish a copy of any omitted schedule or exhibit to the SEC upon request. |
| The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| Date: | By: | /s/ Aaron Speach |
Aaron Speach Chief Executive Officer, President and Director (Principal Executive Officer) | ||
| Date: | By: | /s/ |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
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