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

Rhea-AI Filing Summary

SharpLink Gaming, Inc. (Nasdaq: SBET) filed a Form 8-K on 8 July 2025 disclosing two material updates.

1. ETH treasury program. Between 28 June and 4 July 2025 the Company purchased 7,689 ETH for $19.2 million at a weighted-average price of $2,501 per ETH. As of 4 July 2025, SharpLink’s aggregate cryptocurrency position totals 205,634 ETH, all of which is deployed in native or liquid staking. Since initiating the strategy on 2 June 2025, the Company has earned 322 ETH in staking rewards.

2. At-the-Market equity facility. Over the same 28 June – 4 July window, the Company sold 5,499,845 common shares under its ATM agreement with A.G.P./Alliance Global Partners, generating ~$64.0 million in net proceeds. The cash inflow financed the above ETH purchases and adds liquidity.

The filing emphasises that staking activities may be subject to evolving regulatory guidance. No financial results or guidance were provided, and the information is furnished—not filed—under Item 7.01.

• Capital impact: $64 million raised strengthens the balance sheet but dilutes existing shareholders.
• Operational impact: 100 % of crypto assets are yield-generating through staking, creating an incremental, albeit volatile, revenue stream.
• Regulatory & risk considerations: Future regulation of staking could affect returns and asset liquidity; ETH price volatility directly affects treasury value.

Positive

• $64 million raised through the ATM facility enhances liquidity without increasing leverage.
• Aggregate 205,634 ETH position fully staked, generating 322 ETH rewards in just over one month, creating a new yield stream.

Negative

• Issuance of 5,499,845 new shares introduces shareholder dilution.
• Staking activities are explicitly noted as potentially subject to future regulatory changes, adding uncertainty.

Insights

Equity Analyst

TL;DR: $64 m ATM boost liquidity but 5.5 m new shares dilute, net equity impact neutral.

The ATM issuance increases cash by roughly $64 million, giving management flexibility and funding the crypto strategy without tapping debt. However, issuing 5.5 million shares (approx. 9 – 10 % of typical SBET float) dilutes EPS and voting power. Because proceeds were immediately converted to ETH, investors are effectively swapping equity for a volatile crypto asset. The disclosure is furnished under Item 7.01, so it carries no financial restatement, but the dilution versus liquidity trade-off renders the event neutral for equity holders overall.

Cryptocurrency Treasury Specialist

TL;DR: Rapid ETH build-up (205k ETH) and full staking is strategically bullish but heightens regulatory risk.

SharpLink has amassed 205,634 ETH in just five weeks, worth roughly $515 million at the disclosed average cost basis ($2,501). Deploying 100 % of holdings in staking should generate low-single-digit annual yield plus 322 ETH accrued to date. This approach can diversify revenue, yet it concentrates treasury value in a single digital asset and subjects returns to Ethereum network conditions. The filing openly flags regulatory uncertainty around staking, a prudent acknowledgment. On balance, the move materially expands digital asset exposure and could prove accretive if ETH appreciates.

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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 8, 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 8, 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 June 28, 2025, through July 4, 2025, the Company acquired 7,689 ETH for an aggregate purchase price of $19.2 million (inclusive of fees and expenses) at a weighted average purchase price per ETH of $2,501 (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 4, 2025, 100% of its ETH Holdings were deployed in staking, either through native or liquid staking (“Staking Activities”). As of July 4, 2025, the Company’s aggregate ETH Holdings were 205,634. As of July 4, 2025, the Company has generated 322 ETH 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 June 28, 2025, through July 4, 2025, the Company sold a total of 5,499,845 shares of the Company’s common stock, par value $0.0001 per share, for net proceeds of approximately $64.0 million pursuant to the ATM Facility.

Exhibit No.		Description
99.1		Press Release, dated July 8, 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 8, 2025	SHARPLINK GAMING, INC.
	/s/ Rob Phythian
	Rob Phythian
	Chief Executive Officer

FAQ

How many shares did SharpLink Gaming (SBET) sell under its ATM facility?

The Company sold 5,499,845 common shares between 28 June and 4 July 2025.

What proceeds did SBET generate from the recent ATM sales?

SharpLink received approximately $64.0 million in net proceeds.

How large is SharpLink’s ETH holding as of 4 July 2025?

The Company holds 205,634 ETH, all of which is currently staked.

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

The weighted-average purchase price was $2,501 per ETH (inclusive of fees).

How many ETH rewards has SharpLink earned since launching its treasury strategy?

The Company has generated 322 ETH in staking rewards since 2 June 2025.

Does SharpLink note any regulatory risks regarding its staking activities?

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