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Amendment No. 1
0001981535
0001981535
2025-07-24
2025-07-24
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xbrli:shares
iso4217:USD
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No.1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act 1934
Date
of Report (date of earliest event reported): July 24, 2025
SHARPLINK
GAMING, INC.
(Exact
name of registrant as specified in charter)
| Delaware |
|
001-41962 |
|
87-4752260 |
(State
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
333
Washington Avenue North, Suite 104
Minneapolis,
Minnesota 55402
(Address
of Principal Executive Offices) (Zip Code)
612-293-0619
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, is Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 per share |
|
SBET |
|
The
Nasdaq Stock Market, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
EXPLANATORY
NOTE
This Current Report on Form 8-K/A is being filed by SharpLink Gaming, Inc. (the “Company”) as an amendment (the “Amendment”)
to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on July 25, 2025, to announce the
preliminary results of the Company’s 2025 special meeting of stockholders held on July 24, 2025 (the “Special Meeting”).
This Amendment is being filed to disclose the final certified voting results reported by the inspector of election for the Special Meeting
(the “Inspector of Election”).
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
July 24, 2025, the Company convened the Special Meeting virtually via live webcast. Only stockholders of record at the close of business
on June 18, 2025, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 62,125,336
shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting. Based on the certified final
voting results received from the Inspector of Election, present at the meeting or by proxy were holders of 35,082,620 shares of the Company’s
common stock, which represented approximately 56% of the voting power of all shares of common stock as of the record date and constituted
a quorum for the transaction of business at the Special Meeting.
The
stockholders of the Company voted on the following two proposals at the Special Meeting:
| 1. |
To
adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of
authorized shares of common stock of the Company; and |
| |
|
| 2. |
To
adopt the Amended and Restated Equity Incentive Plan. |
The
final results of each proposal as certified by the Inspector of Election were as follows:
Proposal
No. 1 - Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Authorized
Shares of Common Stock.
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 34,648,965 | | |
| 406,442 | | |
| 27,213 | | |
| - | |
Based
on the final votes set forth above, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of common stock.
Proposal
No. 2 - Approval of the Amended and Restated Equity Incentive Plan.
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 19,090,752 | | |
| 187,399 | | |
| 1,154,361 | | |
| 14,650,108 | |
Based
on the final votes set forth above, the stockholders approved the Amended and Restated Equity Incentive Plan.
SIGNATURES
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 hereunto duly authorized.
| |
SHARPLINK
GAMING, INC. |
| |
|
| |
By: |
/s/
Rob Phythian |
| |
Name: |
Rob
Phythian |
| |
Title: |
Chief
Executive Officer |
| Dated:
July 28, 2025 |
|
