8K..Filing This is why the s**t hit the fan..
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02. Unregistered Sale of Equity Securities.
Secured Promissory Note
On June 11, 2010, American Wagering, Inc. (the “Company”) entered into a secured promissory note in the principal amount of $195,000 (the “Note”) in favor of Alpine Advisors LLC (“Alpine”). The maturity date of the Note is June 17, 2010 (the “Maturity Date”), and the unpaid principal balance of the Note will bear interest at an annual rate of 15% through the Maturity Date. If the principal amount of this Note is not paid on the Maturity Date, the outstanding principal amount of the Note shall bear interest from the Maturity Date until paid in full at the annual rate of 22.0% and shall be payable on demand or, in the absence of a demand, weekly, on the first business day of each week.
The Company’s obligations under the Note are secured by a pledge of: (i) the Company’s equity interests in Computerized Bookmaking Systems, Inc.; (ii) all shares of stock, certificates, instruments or other documents evidencing or representing the same; and (iii) all present and future payments, proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to any of the foregoing.
Warrant
In consideration of the Note, the Company issued a warrant, dated June 11, 2010 (the “Warrant”), to Alpine for the purchase of 600,000 shares of the Company’s common stock at an exercise price of $0.22 per share. The Warrant was issued in reliance on Section 4(2) and Regulation D of the Securities Act of 1933, as amended.
Subject to adjustment as provided in the Warrant, the holder of the Warrant will be entitled to acquire from the Company, in whole or in part, up to an aggregate of 600,000 fully paid and nonassessable shares of the Company’s common stock. The Warrant is exercisable, in whole or in part by the holder, at any time until 5:00 p.m., Pacific Standard Time, June 11, 2015.
The Company also granted to Alpine demand registration rights on or after June 11, 2012 and piggy-back registration rights with respect to the Company’s common stock issued or issuable to Alpine with respect to the Warrant.
