SharpLink boosts authorized shares to 2.5B

SharpLink Gaming, Inc. reported that its stockholders approved an amendment to its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock.

Rhea-AI Filing Summary

SharpLink Gaming, Inc. reported that its stockholders approved an amendment to its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock. The amendment raises authorized common stock from 500,000,000 to 2,500,000,000 shares and makes a corresponding change to authorized capital stock, effective at 4:15 p.m. Eastern Time on September 25, 2025.

At the virtual special meeting held on September 24, 2025, stockholders representing 81,092,892 shares of common stock, or approximately 44.67% of the voting power as of the August 22, 2025 record date, were present in person or by proxy. The proposal to increase authorized common shares received 67,572,364 votes for, 13,359,747 against, and 160,781 abstentions, resulting in approval of the amendment.

Insights

Equity Structure & Corporate Governance Analyst

SharpLink gained stockholder approval to significantly expand its authorized share capacity.

SharpLink Gaming, Inc. obtained stockholder approval to amend its charter and increase authorized common stock from 500,000,000 to 2,500,000,000 shares. This change expands the number of shares the company is permitted to issue in the future but does not itself issue new shares. The amendment became effective at 4:15 p.m. Eastern Time on September 25, 2025.

As of the August 22, 2025 record date, there were 181,740,293 shares of common stock outstanding and entitled to vote. At the special meeting, holders of 81,092,892 shares, or approximately 44.67% of the voting power, were present in person or by proxy, providing a quorum. The proposal passed with 67,572,364 votes for, 13,359,747 against, and 160,781 abstentions, indicating clear support among those who voted.

The development is primarily structural, affecting the company’s flexibility for future equity-related actions such as financings, equity compensation, or strategic transactions, depending on future decisions by the board and stockholders. Future disclosures in company filings may describe any specific issuances or transactions that make use of the expanded authorization.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did SharpLink Gaming, Inc. (SBET) approve regarding its common stock?

SharpLink Gaming, Inc. stockholders approved an amendment to the company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 2,500,000,000 and to make a corresponding change to the number of authorized shares of capital stock.

When did the authorized share increase for SharpLink Gaming, Inc. (SBET) become effective?

The Third Certificate of Amendment implementing the authorized share increase for SharpLink Gaming, Inc. became effective at 4:15 p.m. Eastern Time on September 25, 2025, upon filing with the Secretary of State of the State of Delaware.

How many SharpLink Gaming, Inc. (SBET) shares were outstanding and entitled to vote at the special meeting?

As of the August 22, 2025 record date for the special meeting, 181,740,293 shares of SharpLink Gaming, Inc. common stock were outstanding and entitled to vote.

What was the shareholder turnout and quorum for the SharpLink Gaming, Inc. (SBET) special meeting?

At the September 24, 2025 special meeting, holders of 81,092,892 shares of SharpLink Gaming, Inc. common stock were present in person or by proxy, representing approximately 44.67% of the voting power as of the record date, which constituted a quorum.

How did SharpLink Gaming, Inc. (SBET) stockholders vote on the proposal to increase authorized common shares?

For Proposal No. 1 to increase authorized common shares, SharpLink Gaming, Inc. stockholders cast 67,572,364 votes for, 13,359,747 votes against, and 160,781 abstentions, resulting in approval of the amendment.

What document formally implements the share increase for SharpLink Gaming, Inc. (SBET)?

The increase in authorized shares is implemented by the Third Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc., which is filed as Exhibit 3.1 and is effective as of September 25, 2025.

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Accepted by SEC EDGAR 09/25/2025 - 04:30 PM Learn about SEC filing dates

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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