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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): August 5, 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
August 5, 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, as amended, 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 28, 2025 through August 3, 2025, the Company acquired 83,561 ETH for an aggregate purchase price of approximately
$303.7 million (inclusive of fees and expenses) at a weighted average purchase price per ETH of $3,634
(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 August 3, 2025, substantially all of the ETH Holdings were deployed in staking,
including through liquid staking (“Staking Activities”). In connection with our current liquid staking activities, we will
incur impairment charges for accounting purposes and these impairment charges will be material in the reporting period ended June 30,
2025. As of August 3, 2025, the Company’s aggregate ETH Holdings were 521,939. As of August 3, 2025, the Company has generated
929 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 28, 2025, through August 1, 2025, the Company sold a total of 13.6 million shares of the Company’s common
stock, par value $0.0001 per share, for net proceeds of approximately $264.5 million pursuant to the ATM Facility.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1
|
|
Press Release, dated August 5, 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 5, 2025 |
SHARPLINK
GAMING, INC. |
| |
|
| |
/s/
Rob Phythian |
| |
Rob
Phythian |
| |
Chief
Executive Officer |
