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0001981535
0001981535
2025-08-10
2025-08-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 10, 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
1.01 Entry into a Material Definitive Agreement.
On
August 10, 2025, SharpLink Gaming, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional investors to sell in a registered direct offering (the “Offering”) an aggregate
of 18,382,353 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”).
The
price per Share was $21.76, and the gross proceeds from the Offering, before deducting the placement agent fees, financial advisor fees,
and offering expenses, were approximately $400 million. The Company intends to use the net proceeds received from the Offering to acquire
Ether, the native cryptocurrency of the Ethereum blockchain commonly referred to as “ETH” as well as for general working
capital purposes.
The
Shares were offered and sold pursuant to a prospectus, dated May 30, 2025, and a prospectus supplement, dated August 10, 2025, in connection
with a takedown from the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-287708).
The
Purchase Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, each other
in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties.
The Purchase Agreement also contains customary conditions to closing, termination rights of the parties, certain indemnification obligations
of the Company and ongoing covenants for the Company.
On
August 10, 2025, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with A.G.P./Alliance
Global Partners (“A.G.P.”), as sole placement agent (the “Placement Agent”), pursuant to which the Company engaged
the Placement Agent as the exclusive placement agent in connection with the Offering. Cantor Fitzgerald & Co., (“Cantor”)
acted as financial advisor to the Company pursuant to an engagement letter with the Company (the “Engagement Letter”). Pursuant
to the Placement Agent Agreement, the Company will pay the Placement Agent a cash fee equal to 2.5% of the aggregate gross proceeds raised
from the sale of the shares sold in the Offering less the fees to be paid to Cantor as financial advisor.
The
Placement Agent Agreement also contains representations, warranties, indemnification and other provisions customary for transactions
of this nature.
The
Offering is expected to close on August 12, 2025.
A
copy of the opinion of Thompson Hine LLP relating to the legality of the Shares offered by the Company in the Offering is attached as
Exhibit 5.1 hereto.
The
descriptions of terms and conditions of the Purchase Agreement and the Placement Agent Agreement set forth herein do not purport to be
complete and are qualified in their entirety by the full text of the form of Purchase Agreement and the Placement Agent Agreement, which
are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference. Accordingly, the Purchase Agreement
and Placement Agent Agreement are incorporated herein by reference only to provide investors with information regarding the terms of
the Purchase Agreement and Placement Agent Agreement and not to provide investors with any other factual information regarding the Company
or its business and investors and the public should look to other disclosures contained in the Company’s filings with the Securities
and Exchange Commission (“SEC”) for any other such factual information.
This
Current Report on Form 8-K does not constitute an offer to sell the securities or a solicitation of an offer to buy the securities, nor
shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
The
Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements.
Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,”
“will,” “intends,” “potential,” “suggests,” “assuming,” “designed”
and similar expressions are intended to identify forward-looking statements. These statements are based on the Company’s current
beliefs and expectations. These forward-looking statements include statements regarding the expected net proceeds therefrom. The inclusion
of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual
results may differ from those set forth in this release due to the risks and uncertainties associated with market conditions and risks
and uncertainties inherent in the Company’s business; and other risks described in the Company’s filings with the SEC. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company
undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. This caution is made
under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Item
8.01 Other Events.
Press
Release
On
August 11, 2025, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1
and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 5.1
|
|
Opinion of Thompson Hine LLP, dated August 12, 2025 |
| 10.1
|
|
Form of Securities Purchase Agreement, dated August 10, 2025, by and between the Company and the Purchasers named therein. |
| 10.2
|
|
Placement Agent Agreement |
| 23.1
|
|
Consent of Thompson Hine LLP (included in Exhibit 5.1 above). |
| 99.1
|
|
Press Release, dated August 11, 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:
August 12, 2025 |
SHARPLINK
GAMING, INC. |
| |
|
| |
/s/
Rob Phythian |
| |
Rob
Phythian |
| |
Chief
Executive Officer |
