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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 19, 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, 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 (§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
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
August 19, 2025, the board of directors (the “Board”) of SharpLink Gaming, Inc. (the “Company”) adopted the SharpLink
Gaming, Inc. Inducement Award Plan (the “Inducement Award Plan”). The Inducement Award Plan was adopted without stockholder
approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Compensation Committee of the Board or the independent
members of the Board. The Board reserved 3,000,000 shares of the Company’s common stock for issuance under the Inducement Award
Plan, subject to adjustment as provided in the plan document.
The
terms of the Inducement Award Plan are substantially similar to the terms of the Company’s Amended and Restated 2023 Equity Incentive
Plan, with the exception that incentive stock options may not be issued under the Inducement Award Plan and equity awards under the Inducement
Award Plan (including nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards) may be issued
only an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption
of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement
of employment and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.
The
Board also adopted a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant) (the “Inducement
Time-Based RSU Grant Package”) and a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based
Grant) (the “Inducement Performance-Based RSU Grant Package”) for use under the Inducement Award Plan.
The
foregoing description of the Inducement Award Plan, Inducement Time-Based RSU Grant Package, and the Inducement Performance-Based RSU
Grant Package does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Award
Plan, the form of Inducement Time-Based RSU Grant Package, and the form of Inducement Performance-Based RSU Grant Package, which are
filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein by reference.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
SharpLink Gaming, Inc. Inducement Award Plan. |
| 10.2 |
|
Form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant). |
| 10.3 |
|
Form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based Grant). |
| 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. |
| |
|
|
| |
Name: |
/s/
Rob Phythian |
| |
By: |
Rob
Phythian |
| |
Title: |
Co-Chief
Executive Officer |
