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

Rhea-AI Filing Summary

SunLink Health Systems, Inc. (NYSE American: SSY) filed an 8-K (Item 8.01) dated 24 Jul 2025 reporting the release of a press announcement tied to its pending merger with Regional Health Properties, Inc.

• Record date: 20 Jun 2025; shareholders are urged to submit proxy votes no later than 28 Jun 2025, 11:59 p.m. EDT.
• Regional has already filed a Form S-4 containing the joint proxy statement/prospectus, mailed on or about 30 Jun 2025.
• The press release is furnished as Exhibit 99.1; an Inline XBRL cover file is provided as Exhibit 104.
• The filing reiterates that it is not an offer to sell securities and directs investors to obtain free copies of the proxy materials via the SEC or company websites.

The remainder of the report consists of forward-looking-statement disclaimers outlining risks such as potential litigation, integration hurdles, listing-requirement compliance, and macroeconomic headwinds. No financial statements or operating results are included.

Positive

• Shareholder vote scheduled for 28 Jun 2025 demonstrates the merger process is advancing on a defined timetable.
• Form S-4 and joint proxy statement have already been mailed, showing regulatory filings are substantially complete.

Negative

• Extensive risk disclosures emphasise litigation, integration, and listing-compliance uncertainties that could derail or delay the merger.
• No new financial or synergy metrics were provided, leaving investors without updated economic justification for the deal.

Insights

M&A Specialist

TL;DR: Procedural 8-K: merger timetable intact; shareholder vote on 28 Jun 2025 remains key hurdle amid stated legal and integration risks.

The filing is chiefly administrative, serving to remind SunLink investors to cast their proxies on the Regional Health combination. Distribution of the Form S-4 and joint proxy statement indicates regulatory progress, but completion still depends on majority approvals and satisfaction of NYSE American and OTCQB listing standards. The expansive risk section—litigation exposure, integration complexity, revenue synergies, and macro factors—highlights substantial execution uncertainty. With no new valuation data or revised terms, the disclosure is neutral for deal odds but signals management’s commitment to move the transaction forward on schedule.

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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 1934

Date of Report (date of earliest event reported): July 24, 2025

SHARPLINK GAMING, INC.

(Exact name of registrant as specified in charter)

Delaware		001-41962		87-4752260
(State 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)

612-293-0619

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, is 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 (see General Instruction A.2. below):

☐	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))

Title of each class		Trading Symbol(s)		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Directors; Compensatory Arrangements of Certain Officers.

At the Special Meeting (as defined below) of SharpLink Gaming, Inc. (the “Company”), stockholders approved an amendment and restatement of the Company’s 2023 Equity Incentive Plan (as amended and restated, the “Amended and Restated Equity Incentive Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 8,000,000 shares to 8,034,166 shares.

The foregoing description of the Amended and Restated Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (the “Current Report”) and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 22, 2025, the Company filed a Second Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 100,000,000 to 500,000,000 and to make a corresponding change to the number of authorized shares of capital stock (the “Authorized Share Increase”). The Authorized Share Increase was approved by stockholders at the Special Meeting as described in Item 5.07 below and the Certificate of Amendment, including the Authorized Share Increase, became effective at 5:10 p.m. Eastern Time on July 24, 2025.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 24, 2025, the Company convened a special meeting of stockholders (the “Special Meeting”) virtually via live webcast. Only stockholders of record at the close of business on June 18, 2025, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 62,125,336 shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting. Based on the estimated preliminary voting results present at the meeting or by proxy were holders of 35,076,578 shares of the Company’s common stock, which represented approximately 56% of the voting power of all shares of common stock as of the record date and constituted a quorum for the transaction of business at the Special Meeting.

The stockholders of the Company voted on the following two proposals at the Special Meeting:

	1.	To adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company; and
	2.	To adopt the Amended and Restated Equity Incentive Plan.

The estimated preliminary results of each proposal were as follows:

Proposal No. 1 – Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock.

For		Against		Abstain		Broker Non-Votes
34,643,535		405,830		27,213		–

Based on the votes set forth above, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock.

Proposal No. 2 – Approval of the Amended and Restated Equity Incentive Plan.

For		Against		Abstain		Broker Non-Votes
19,085,322		186,899		1,154,249		14,650,108

Based on the votes set forth above, the stockholders approved the Amended and Restated Equity Incentive Plan.

The Company plans to file an amendment to this Current Report with final numbers when available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc., effective as of July 24, 2025.
10.1		Amended and Restated Equity Incentive Plan.
104		Cover Page Interactive Data File (formatted as inline XBRL).

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.

	SHARPLINK GAMING, INC.
	By:	/s/ Rob Phythian
	Name:	Rob Phythian
	Title:	Chief Executive Officer
Dated: July 25, 2025

FAQ

When must SSY shareholders vote on the Regional Health merger?

Proxy votes are requested by 28 June 2025, 11:59 p.m. EDT.

What is the record date for SunLink’s merger vote?

Only holders of record as of 20 June 2025 are entitled to vote.

Where can investors access the joint proxy statement/prospectus for SSY?

Free copies are available on the SEC’s EDGAR system and on SunLink’s and Regional’s investor-relations webpages.

Which exhibit in the 8-K contains the related press release?

The press release is filed as Exhibit 99.1.

Does the 8-K include any new financial results for SunLink?

No. The filing contains no financial statements or earnings data; it is limited to merger-related voting information.