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2025-07-07
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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 7, 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) |
(612)
293-0619
(Registrant’s
Telephone Number, Including Area Code)
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $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
1.01 Entry into a Material Definitive Agreement.
ETH
Sale and Purchase Agreement
On
July 7, 2025, SharpLink Gaming, Inc. (the “Company”) entered into an ETH Sale and Purchase Agreement (the “Purchase
Agreement”) with Ethereum Foundation (the “Seller”). Pursuant to the Purchase Agreement, the Company agreed to purchase
from the Seller 10,000 ETH on Ethereum mainnet (the “Tokens”) in exchange for $25,723,680 (the “Purchase Price”),
which equates to a price per ETH of $2,572.368. The Purchase Price per ETH was the average weighted price of ETH for the 24-hour period
beginning at 12:00 a.m. UTC on July 8, 2025. Upon delivery, the Tokens are deemed irrevocable and all right, title and interest in or
to the Tokens shall have passed to the Company upon the first block confirmation of the transfer transactions on Ethereum mainnet. The
Tokens purchased have not previously been included in any prior disclosure from the Company as to its balance of ETH holdings.
The
Purchase Agreement contains customary representations, warranties, and agreements by the Company, indemnification obligations of the
Company, along with other obligations of the parties and termination provisions.
The
Purchase Agreement closed on July 10, 2025.
Letter
Agreements
On
July 8, 2025, the Company entered into letter agreements (the “July 8 Letter Agreements”) with holders (the “Holders”)
of the Company’s (i) common stock, par value $0.0001 (the “Common Stock”) and pre-funded warrants (the “Private
Placement Pre-Funded Warrants”), which were issued in connection with the Company’s private placement pursuant to the Securities
Purchase Agreement dated as of May 26, 2025 (the “Private Placement Purchase Agreement”), (ii) Strategic Advisor Warrants
issued pursuant to the Strategic Advisor Agreement entered into by the Company and the investor signatory thereto on May 30, 2025 (the
“Strategic Advisor Warrants”) and (iii) Placement Agent Warrants, which were issued pursuant to the Placement Agency Agreement
entered into by the Company and the Placement Agent on May 26, 2025 (the “Placement Agent Warrants”).
On
July 10, 2025, the Company entered into letter agreements (the “Letter Agreement with Consensys” and the “Letter Agreement
with Joseph Lubin” together with the July 8 Letter Agreements, the “Letter Agreements”) with Consensys Software Inc.
(“Consensys”) and Joseph Lubin who both are holders of the Company’s (i) Common Stock and Private Placement Pre-Funded
Warrants, which were issued in connection with the Company’s private placement pursuant to the Purchase Agreement; and Consensys
who are holders of the Company’s (ii) Common Stock and pre-funded warrants (the “Best Efforts Pre-Funded Warrants”),
which were issued in connection with the Company’s Registration Statement on Form S-1, as amended (File No. 333- 286964) pursuant
to the Securities Purchase Agreement dated as of May 20, 2026 (the “Best Efforts Purchase Agreement”).
Pursuant
to Section 4.9 of the Private Placement Purchase Agreement and Section 4.9 of the Best Efforts Purchase Agreement, the Company agreed
to reserve and keep available at all times a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue
shares in accordance with the Private Placement Purchase Agreement and the Best Efforts Purchase Agreement, and the shares underlying
the exercise of any Strategic Advisor Warrants, Placement Agent Warrants, Private Placement Pre-Funded Warrants, and Best Efforts Pre-Funded
Warrants (the “SPA Reserve Provision”).
Pursuant
to the Letter Agreements, the Holders waive the SPA Share Reserve Provision such that the Company may reserve for issuance under the
ATM Sales Agreement between the Company and A.G.P./Alliance Global Partners, entered into on May 30, 2025 (the “ATM Facility”),
any of the authorized shares of Common Stock that would otherwise be reserved for issuance under the Strategic Advisor Warrants, Placement
Agent Warrants, Private Placement Pre-Funded Warrants, and Best Efforts Pre-Funded Warrants, with the understanding that (i) the Company
may issue such shares pursuant to the ATM Facility at any time after the execution of the Letter Agreements and before the date on which
the Company receives the requisite stockholder approval (the “Stockholder Approval”) to increase the Company’s authorized
shares (the “Permitted ATM Sales”), and (ii) following the receipt of the Stockholder Approval with respect to the authorized
share increase, the Company shall reserve the shares underlying the Placement Agent Warrants, Strategic Advisor Warrants, Private Placement
Pre-Funded Warrants, and Best Efforts Pre-Funded Warrants.
The
Company is not obligated to issue or sell any of its common stock under the ATM Facility and there is no assurance that it will choose
to or be able to issue or sell its common stock under the ATM Facility for a significant amount of proceeds, if any. In addition, while
the Company’s special meeting to consider the Stockholder Approval is scheduled for July 24, 2025, there can be no assurance that
the Stockholder Approval will be obtained at this special meeting or otherwise.
The
foregoing summaries do not purport to be complete and are qualified in their entirety by the full texts of the
Letter Agreement for Strategic Advisor Warrants, the Letter Agreement for Placement Agent Warrants, the Letter Agreement with Consensys,
and the Letter Agreement with Joseph Lubin, copies of which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit
10.4 respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item
7.01 Regulation FD Disclosure.
On
July 11, 2025, the Company issued a press release announcing the Purchase Agreement. 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
9.01 Financial Statements and Exhibits
(a)
Exhibits
| Number |
|
Description |
| 10.1 |
|
Form of Letter Agreement for Strategic Advisor Warrants. |
| 10.2 |
|
Form of Letter Agreement for Placement Agent Warrants. |
| 10.3 |
|
Form of Letter Agreement with Consensys Software Inc. |
| 10.4 |
|
Form of Letter Agreement with Joseph Lubin |
| 99.1 |
|
Press Release dated July 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.
| |
SHARPLINK
GAMING, INC. |
| |
|
| Date:
July 11, 2025 |
By: |
/s/
Rob Phythian |
| |
Name: |
Rob
Phythian |
| |
Title: |
Chief
Executive Officer |
