[8-K] SharpLink Gaming Ltd. Reports Material Event

Rhea-AI Filing Summary

SharpLink Gaming (SBET) filed an 8-K disclosing sizeable treasury and capital-raising actions.

• ETH strategy: Between 7/14-7/20/25, the Company bought 79,949 ETH for ≈$258.9 m at a $3,238 avg. price. Total ETH holdings reached 360,807, all virtually deployed in staking, generating 567 ETH rewards since the program’s 6/2/25 launch.
• Capital source: Purchases were funded with proceeds from a May 30, 2025 At-the-Market (ATM) facility with A.G.P./Alliance Global Partners.
• ATM activity: Over the same 7/14-7/20 window, SBET sold 3,761,110 new common shares, raising ≈$96.6 m net.

The report notes that staking activities may face evolving government regulation. All Item 7.01 disclosures are furnished, not filed, limiting liability under Exchange Act §18.

Positive

• Significant liquidity infusion: $96.6 m net proceeds raised quickly through the ATM facility.
• Staking rewards initiated: 567 ETH already earned, demonstrating an additional yield channel on crypto assets.

Negative

• Shareholder dilution: Issuance of 3.76 m shares (~8-9% increase) could weigh on EPS and valuation.
• Heightened crypto exposure: 360,807 ETH creates material price-volatility and regulatory risk concentration.

Insights

Portfolio Manager

TL;DR: Aggressive ETH build funded by ATM; raises crypto upside and dilution/reg-risk downside.

SBET has shifted its balance sheet toward crypto exposure, amassing >360k ETH (~$1.17 bn at $3,250) in seven weeks. While staking yields add incremental income, the position dwarfs historical operating cash flow, materially increasing volatility tied to ETH prices and potential regulatory changes. Funding via 3.8 m newly issued shares dilutes equity (~8-9% of basic shares by our estimate) but caps cash outflow. Net result is a high-beta treasury strategy that could enhance intrinsic value if ETH outperforms traditional use of cash; conversely, a crypto downturn could wipe the recently raised capital.

Risk Analyst

TL;DR: Concentrated crypto position and staking could trigger compliance and market-risk concerns.

The company’s ETH stake now represents a dominant portion of liquid assets. Staking rewards (567 ETH, ~0.16% of holdings) show early income potential but expose the firm to smart-contract and counter-party risk. Regulatory language in the filing signals uncertainty; any adverse guidance could impair staking profitability or require balance-sheet reclassification. Equity dilution softens cash risk yet may pressure the share price unless staking yields or ETH appreciation offset it.

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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 of 1934

Date of Report (Date of earliest event reported): July 22, 2025

SHARPLINK GAMING, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41962		87-4752260
(State or other jurisdiction 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)

Registrant’s telephone number, including area code: (612) 293-0619

Not Applicable

(Former name or former address, if 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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 7.01 Regulation FD Disclosure.

On July 22, 2025, SharpLink Gaming, Inc. (the “Company”) issued a press release announcing the Company’s ETH holdings to date and net proceeds from the Sales Agreement, dated May 30, 2025, between the Company and A.G.P./Alliance Global Partners, as Sales Agent (the “ATM Facility”). The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this item 7.01 by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 8.01 Other Events.

ETH Update

During the period from July 14, 2025 through July 20, 2025, the Company acquired 79,949 ETH for an aggregate purchase price of approximately $258.9 million (inclusive of fees and expenses) at a weighted average purchase price per ETH of $3,238 (inclusive of fees and expenses). The purchases were made using the proceeds the Company received from the ATM Facility as described herein. The Company engages in staking activities with respect to its ETH (“ETH Holdings”). As of July 20, 2025, substantially all of the ETH Holdings were deployed in staking (“Staking Activities”). As of July 20, 2025, the Company’s aggregate ETH Holdings were 360,807. As of July 20, 2025, the Company has generated 567 ETH staking rewards, since launching its ETH treasury strategy on June 2, 2025. We note that aspects of our Staking Activities may be subject to government regulation and guidance subject to change.

At-the-Market Facility

During the period from July 14, 2025, through July 20, 2025, the Company sold a total of 3,761,110 shares of the Company’s common stock, par value $0.0001 per share, for net proceeds of approximately $96.6 million pursuant to the ATM Facility.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated July 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: July 22, 2025	SHARPLINK GAMING, INC.
	/s/ Rob Phythian
	Rob Phythian
	Chief Executive Officer

FAQ

How much ETH does SharpLink Gaming (SBET) own as of July 20 2025?

The company holds 360,807 ETH, nearly all deployed in staking activities.

What was the average purchase price for SBET's recent ETH acquisition?

Between July 14-20 2025, ETH was bought at a $3,238 weighted-average cost (inclusive of fees).

How many shares did SBET issue under its ATM program during July 14-20 2025?

The company sold 3,761,110 common shares, generating about $96.6 m net.

Does SharpLink's ETH staking face regulatory risk?

Yes. The filing states aspects of staking "may be subject to government regulation and guidance subject to change."

Are the ETH and ATM details considered filed or furnished?

Information in Item 7.01, including Exhibit 99.1, is furnished, not filed, and is not subject to Exchange Act §18 liability.