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2025-08-21
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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 21, 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 21,
2025, the Board of Directors (the “Board”) of SharpLink Gaming, Inc. (the “Company”)
approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $1.5
billion of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).
Under the 2025 Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated
transactions, accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule
10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The 2025 Repurchase Program does not obligate the Company to repurchase shares of Common Stock and the specific timing
and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market
conditions, securities law limitations and other factors.
In connection
with the 2025 Repurchase Program, on August 21, 2025, the Company entered into an Open Market Share Repurchase Agreement (the “Repurchase
Agreement”) with The Benchmark Company, LLC (the “Broker”) whereby the Broker has agreed to act
as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b-18 of the
Exchange Act. The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker, with or without cause,
upon written notice to the other party. The Company will pay Broker a commission at a rate of $0.01 for each share of Common Stock repurchased
pursuant to the Repurchase Agreement.
The foregoing
description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Repurchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01
Regulation FD Disclosure.
On August 22,
2025, the Company issued a press release (the “Press Release”) announcing the 2025 Repurchase Program. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information
under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for 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 the filings of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of 10b-18 Repurchase Agreement |
| 99.1 |
|
Press Release, dated August 22, 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 22, 2025 |
SHARPLINK
GAMING, INC. |
| |
|
| |
/s/
Rob Phythian |
| |
Rob
Phythian |
| |
Co-Chief
Executive Officer |
