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

Rhea-AI Filing Summary

SharpLink Gaming (SBET) filed an 8-K on 5 Aug 2025 detailing recent treasury and financing actions.

• From 28 Jul–3 Aug 2025 the company purchased 83,561 ETH for $303.7 M, a $3,634 weighted-average cost.
• Total ETH holdings now stand at 521,939; staking has produced 929 ETH rewards since the strategy’s 2 Jun 2025 launch.
• Substantially all ETH is deployed in liquid staking; management states this will trigger material impairment charges for the quarter ended 30 Jun 2025.
• Funding came from 13.6 M common shares sold 28 Jul–1 Aug 2025 under the ATM facility, generating net proceeds of $264.5 M.
• A Reg FD press release (Ex. 99.1) accompanies the filing; information is furnished, not filed.

No earnings guidance was issued. The company cautions that staking activities may face evolving regulatory oversight.

Positive

• $264.5 M raised via ATM facility, significantly bolstering liquidity.
• ETH holdings expanded to 521,939 ETH, generating 929 ETH staking rewards.

Negative

• Management warns of material impairment charges for Q2 2025 due to liquid staking accounting.
• Issuance of 13.6 M shares dilutes existing shareholders.
• Staking operations are subject to evolving regulation, introducing compliance risk.

Insights

Equity Analyst

TL;DR: Cash influx offsets dilution; ETH bet adds volatility and forthcoming impairment—overall neutral impact.

The $264.5 M ATM raise strengthens liquidity but increases the share count by roughly 18 % (13.6 M shares). Proceeds financed a sizeable 83.6 K-ETH purchase, bringing total holdings to 522 K. While staking rewards are accruing, the company flags material Q2 impairment under cost accounting, likely pressuring GAAP results and potentially investor sentiment. Absent operational metrics or guidance, the update mainly signals a treasury repositioning rather than fundamental business progress.

Crypto Risk Analyst

TL;DR: Large, illiquid crypto exposure and regulatory uncertainty pose elevated risk—negative skew.

Deploying nearly all ETH into liquid staking concentrates balance-sheet risk in a single volatile asset class. Impairment losses will crystallise price declines, and any adverse regulatory shift could restrict staking yields or require costly compliance changes. Shareholders now bear both dilution and heightened crypto-market sensitivity, making the disclosure modestly adverse for risk-adjusted valuation.

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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

FAQ

How much cash did SBET raise through its ATM facility?

The company netted $264.5 million from selling 13.6 million shares between July 28 and August 1 2025.

What are SharpLink Gaming's total ETH holdings now?

As of August 3 2025, the company holds 521,939 ETH.

What is the average cost of the latest ETH purchase?

The 83,561 ETH acquired cost a weighted-average of $3,634 per ETH, inclusive of fees.

Will the ETH staking strategy affect upcoming earnings?

Yes. Management expects material impairment charges for the quarter ended June 30 2025 due to liquid staking accounting.

Is the ETH staking subject to regulation?

The filing notes that aspects of the staking activities may be regulated and are subject to change.