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

Rhea-AI Filing Summary

On July 15, 2025, SharpLink Gaming, Inc. (Nasdaq: SBET) filed an 8-K reporting two material items: expansion of its Ethereum (ETH) treasury strategy and substantial use of its at-the-market (ATM) equity facility.

ETH activity: Between July 7-13, the Company bought 74,656 ETH for approximately $213 million at an average cost of $2,852/ETH. Total holdings reached 280,706 ETH; as of July 11, 99.7 % was deployed in staking, generating 415 ETH rewards since the program began on June 2. Management notes that staking may become subject to evolving regulation.

Capital raising: From July 7-11, SharpLink sold 24,572,195 common shares through the ATM, receiving $413 million net. Proceeds funded the ETH purchases and bolster liquidity, but materially increase the share count and potential dilution.

• Exhibit 99.1 (press release) is furnished, not filed, and is therefore not subject to Section 18 liability.
• No income-statement or balance-sheet data were provided; the disclosure focuses exclusively on treasury and capital-markets actions.

Investors must balance improved cash resources and staking yield against dilution, crypto-asset price swings, and regulatory uncertainty surrounding staking.

Positive

• Raised $413 million in net proceeds through the ATM, strengthening cash resources.
• Expanded crypto treasury to 280,706 ETH, enabling participation in blockchain yield opportunities.
• Achieved 99.7 % deployment of ETH into staking, already generating 415 ETH rewards.

Negative

• Issued 24.6 million new shares, creating immediate shareholder dilution.
• Large concentration in Ethereum introduces significant market-price volatility to the balance sheet.
• Staking operations may face regulatory changes, adding compliance and operational risk.

Insights

Financial Analyst

TL;DR SharpLink converts $413 m ATM cash into ETH staking; liquidity up, dilution and crypto volatility offset positives.

The $413 million raise dramatically improves near-term liquidity and provides flexibility, yet issuing 24.6 million shares could materially dilute existing holders depending on prior float. Deploying nearly all ETH into staking may generate incremental yield but increases sensitivity to ETH price movements. The strategy effectively pivots the balance sheet toward a crypto-treasury model—attractive in a bull market, risky in a downturn. Overall impact is mixed; financial strength rises, risk profile widens.

Crypto Risk Analyst

TL;DR Concentrated ETH position and pending staking rules raise downside risk despite added capital.

Accumulating 280,706 ETH makes SBET heavily exposed to a single digital asset. While 415 ETH in rewards is encouraging, regulatory frameworks for staking remain fluid; any adverse guidance could impair returns or force costly unwinds. The share issuance funds the strategy but at the cost of shareholder dilution. Unless hedging is implemented, a sharp ETH price decline could erase capital gains and pressure liquidity. I view the move as aggressive and risk-laden.

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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 15, 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 15, 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 July 7, 2025 through July 13, 2025, the Company acquired 74,656 ETH for an aggregate purchase price of approximately $213 million (inclusive of fees and expenses) at a weighted average purchase price per ETH of $2,852 (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 11, 2025, 99.7% of its ETH Holdings were deployed in staking (“Staking Activities”). As of July 13, 2025, the Company’s aggregate ETH Holdings were 280,706. As of July 11, 2025, the Company has generated 415 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 7, 2025, through July 11, 2025, the Company sold a total of 24,572,195 shares of the Company’s common stock, par value $0.0001 per share, for net proceeds of approximately $413 million pursuant to the ATM Facility.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated July 15, 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 15, 2025	SHARPLINK GAMING, INC.
	/s/ Rob Phythian
	Rob Phythian
	Chief Executive Officer

FAQ

How much capital did SharpLink Gaming (SBET) raise under its ATM facility?

The Company netted $413 million from selling 24,572,195 shares between July 7-11, 2025.

What are SharpLink's total ETH holdings after the latest purchases?

As of July 13, 2025, the Company holds 280,706 ETH in its treasury.

What was the average purchase price for the 74,656 ETH acquired?

SharpLink paid a weighted-average of $2,852 per ETH, inclusive of fees.

How much of SharpLink's ETH is currently staked?

As of July 11, 2025, 99.7 % of ETH holdings were deployed in staking activities.

What staking rewards has SBET earned so far?

Since launching the strategy on June 2, 2025, the Company has accrued 415 ETH in staking rewards.

Does the Company acknowledge regulatory risk related to staking?

Yes. Management notes that aspects of its staking activities may become subject to future government regulation.