Sharplink Gaming Ltd SEC Filings

SharpLink Gaming, Inc. is conducting a registered direct offering of 18,382,353 shares at $21.76 per share for gross proceeds of $400,000,001 and estimated net proceeds of approximately $389,775,000. The company intends to contribute substantially all cash proceeds to acquire Ether (ETH) for its treasury and to support working capital and core affiliate marketing operations. As of August 10, 2025, SharpLink reported aggregate ETH holdings of approximately 598,800 ETH.

The offering increases diluted shares from 139,294,471 to 157,676,824 and follows earlier capital raises including a May PIPE, an ATM program that generated about $1.4 billion in gross proceeds from 71,555,055 shares, and an August registered direct sale of 10,256,411 shares for ~$200 million. The prospectus highlights declining affiliate marketing revenues (FY2024 $3.66M vs FY2023 $4.95M) and extensive risks tied to ETH volatility, custody, regulatory classification, and a noted explanatory paragraph about the company’s ability to continue as a going concern.

SharpLink Gaming, Inc. (Nasdaq: SBET) filed an 8-K announcing a registered direct offering of 10,256,411 common shares at $19.50, generating approximately $200 million gross proceeds.

The shares are being issued under the Company’s effective Form S-3 shelf (prospectus dated 05-30-25; supplement dated 08-06-25). Closing is expected on 08-08-25. A.G.P./Alliance Global Partners and SG Americas Securities are placement agents for a 5 % cash fee (net of Cantor Fitzgerald adviser fees); reimbursable expenses for all parties are capped at $425 k. Customary reps, warranties, indemnities and termination provisions apply.

Use of proceeds: purchase Ether (ETH) and general working capital. Legal opinion (Ex. 5.1) and transaction agreements (Ex. 10.1-10.2) are attached.

Implications: deal boosts liquidity but immediately dilutes existing shareholders and shifts a large portion of cash into cryptocurrency, exposing capital to market and regulatory volatility. No earnings or guidance updates were provided.

SharpLink Gaming (SBET) filed a 424(b)(5) supplement for a registered-direct sale of 10,256,411 common shares at $19.50, delivering $200.0 million gross proceeds. After 5% placement/financial-advisor fees ($9.5 m) and ~$0.6 m expenses, net cash is expected at $189.9 million.

Share count will rise from 129.0 m to 139.3 m (≈8% dilution), excluding 18.0 m warrants, 1.0 m RSUs and 9 k options. The company plans to allocate “substantially all” proceeds to purchase Ether, continuing its treasury-reserve strategy that already totals 521,939 ETH acquired at a $3,634 average price and staked. Management cautions about material Q2-25 impairment charges, potential investment-company classification, ETH price volatility, custody/cyber risks and future dilution. Stock has traded between $2.28 and $124.12 over the last year.

SharpLink Gaming (SBET) – Form 4 filing

Co-Chief Executive Officer Joseph Chalom disclosed the award of 295,590 restricted stock units (RSUs) on 24 Jul 2025 under his employment agreement. The filing lists transaction code “A,” confirming an equity grant, not an open-market trade. Each RSU equals one common share.

Vesting terms: one-third vests on the first anniversary of the grant date, with the remaining two-thirds vesting in equal quarterly instalments thereafter, subject to continued employment. Following the transaction, Chalom directly holds 295,590 derivative securities; no non-derivative shares were reported.

The company also granted performance-based RSUs on the same date. Because those units depend on future performance hurdles, they are excluded from this Form 4.

No insider sales occurred, so immediate selling pressure is absent. The award modestly increases potential share count but strengthens management-shareholder alignment by linking compensation to long-term stock performance.