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2025-09-24
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iso4217:USD
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act 1934
Date
of Report (date of earliest event reported): September 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. ☐
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 25, 2025, the SharpLink Gaming, Inc. (the “Company”) filed a Third Certificate of Amendment (the “Certificate
of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State
of the State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share,
from 500,000,000 to 2,500,000,000 and to make a corresponding change to the number of authorized shares of capital stock (the “Authorized
Share Increase”). The Authorized Share Increase was approved by stockholders at the Special Meeting as described in Item 5.07 below
and the Certificate of Amendment, including the Authorized Share Increase, became effective at 4:15 p.m. Eastern Time on September 25,
2025.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the “Current
Report”) and incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
September 24, 2025, the Company convened a special meeting of stockholders (the “Special Meeting”) virtually via live webcast.
Only stockholders of record at the close of business on August 22, 2025, the record date for the Special Meeting, were entitled to vote
at the Special Meeting. As of the record date, 181,740,293 shares of the Company’s common stock were outstanding and entitled to
vote at the Special Meeting. Based on the estimated preliminary voting results present at the meeting or by proxy were holders of 81,092,892
shares of the Company’s common stock, which represented approximately 44.67% 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 proposal 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 |
The
estimated preliminary results of the proposal are 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 | |
| | 67,572,364 | | |
| 13,359,747 | | |
| 160,781 | |
Based
on the 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 3.1 |
|
Third Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc., effective as of September 25, 2025. |
| 104 |
|
Cover
Page Interactive Data File (formatted as inline XBRL). |
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: |
Co-Chief
Executive Officer |
| |
|
|
| Dated:
September 25, 2025 |
|
