As
filed with the Securities and Exchange Commission on August 25, 2025
Registration
No. 333-__________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SHARPLINK
GAMING, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
87-4752260 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
333
Washington Avenue North, Suite 104
Minneapolis,
Minnesota 55401
(Address
of Principal Executive Offices) (Zip Code)
SharpLink
Gaming, Inc. Inducement Award Plan
(Full
title of the plan)
Attn:
Rob Phythian
SharpLink
Gaming, Inc.
333
Washington Avenue North, Suite 104
Minneapolis,
Minnesota 55401
(612)
293-0619
(Name,
address (including zip code) and telephone number (including area code) of agent for service)
Copies
to:
Faith
L. Charles, Esq.
Thompson
Hine LLP
300
Madison Avenue, 27th Floor
New
York, New York 10017
Phone:
(212) 908-3905
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer, “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
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| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
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|
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 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be sent or given to participants, as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities
and Exchange Commission (the “SEC”) either as part of this Registration Statement on Form S-8 (this “Registration Statement”)
or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, will constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed with the SEC by SharpLink Gaming, Inc. (the “Registrant”) are incorporated by
reference in this Registration Statement:
| |
(a) |
The
Registrant’s Annual Report on Form
10-K for the year ended December 31, 2024, filed with the SEC on March 14, 2025. |
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(b) |
The
Registrant’s Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 15, 2025. |
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|
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(c) |
The
Registrant’s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 14, 2025. |
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|
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(d) |
The
Registrant’s Current Reports on Form 8-K filed with the SEC on January
10, 2025, February
28, 2025, March
26, 2025, April
3, 2025, April
23, 2025, May
2, 2025, May
20, 2025, May
30, 2025, June
5, 2025, June
13, 2025, June
24, 2025, July
1, 2025, July
8, 2025, July
9, 2025, July
11, 2025, July
15, 2025, July
17, 2025, July
22, 2025, July
25, 2025, July
25, 2025, July
28, 2025, July
29, 2025, August
5, 2025, August
8, 2025, August
12, 2025, August
19, 2025, August 20, 2025, August 22, 2025, and August 22, 2025. |
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(e) |
The
description of the Registrant’s common stock, par value $0.0001 per share, contained in its Registration Statement on Form
8-K12B filed with the SEC on February 13, 2024 (File No. 001-41962), including any subsequent amendment or any report filed for
the purpose of updating such description. |
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(f) |
All
other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate
to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the
filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement |
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Section
102 of the General Company Law of the State of Delaware (“DGCL”) permits a company to eliminate the personal liability of
directors of a company to the company or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where
the director breached his, her, or its duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated
a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. Our charter, as amended provides that no director of the Company shall be personally liable to it or its stockholders
for monetary damages for any breach of fiduciary duty as a director or senior officer, notwithstanding any provision of law imposing
such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of
fiduciary duty.
Section
145 of the DGCL provides that a company has the power to indemnify a director, officer, employee, or agent of the Company, or a person
serving at the request of the company for another company, partnership, joint venture, trust or other enterprise in related capacities
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with an action, suit or proceeding to which he, she, or it was or is a party or is threatened to be made
a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith
and in a manner he, she, or it reasonably believed to be in or not opposed to the best interests of the company, and, in any criminal
action or proceeding, had no reasonable cause to believe his, her, or its conduct was unlawful, except that, in the case of actions brought
by or in the right of the company, no indemnification shall be made with respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the company unless and only to the extent that the Court of Chancery or other adjudicating court
determines that, despite the adjudication of liability, but in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
In
accordance with the Registrant’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”)
as stated in Article 6 titled “Liabilities; Indemnification:”
6.1
To the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, a director or senior officer of the Corporation
shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director
or senior officer. No amendment to, modification of, or repeal of Section 6.1 shall apply to or have any effect on the liability or alleged
liability of any director or senior officer of the Corporation for or with respect to any acts or omissions of such director or senior
officer occurring prior to such amendment.
6.2
The Company may indemnify to the fullest extent permitted by law as it presently exists or may hereafter be amended any person made or
threatened to be made a party to an action or proceeding, whether criminal, civil, administrative, or investigative, by reason of the
fact that he, his testator, or intestate is or was a director, or senior officer, employee, or agent of the Corporation or any predecessor
of the Corporation, or serves or served at any other enterprise as a director, senior officer, employee, or agent at the request of the
Corporation or any predecessor to the Corporation. Any amendment, repeal, or modification of this Section 6.2 shall not adversely affect
any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.
Pursuant
to Article XI titled “Indemnification” of the Registrant’s Bylaws, the Registrant shall indemnify its directors and
officers to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the Registrant may modify the
extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Registrant shall
not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless
(i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the
corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d) of Article
XI.
The
right of the Registrant’s directors and officers to indemnification under the Registrant’s Certificate of Incorporation and
Bylaws is not exclusive of any other right which they may have or hereafter acquire under any statute, our Certificate of Incorporation,
our Bylaws, any agreement, vote of stockholders or disinterested directors or otherwise.
To
the fullest extent permitted by the DGCL or any other applicable law, the Registrant, upon approval by the Board of Directors, may purchase
insurance on behalf of any person required or permitted to be indemnified pursuant to Article XI.
These
indemnification provisions may be sufficiently broad to permit indemnification of our directors and officers for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
Item
7. Exemption From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 3.1 |
|
Amended
and Restated Certificate of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.1 of SharpLink Gaming,
Inc.’s Current Report on Form 8-K12B filed on February 13, 2024). |
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|
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| 3.2 |
|
Certificate
of Designation of the Series A-1 Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference
to Exhibit 3.2 of SharpLink Gaming, Inc.’s Current Report on Form 8-K12B filed on February 13, 2024). |
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|
|
| 3.3 |
|
Certificate
of Designation of the Series B Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference
to Exhibit 3.3 of SharpLink Gaming, Inc.’s Current Report on Form 8-K12B filed on February 13, 2024). |
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| 3.4 |
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc., dated May 2, 2025 (incorporated by reference
to Exhibit 3.1 of SharpLink Gaming, Inc.’s Current Report on Form 8-K filed on May 2, 2025). |
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| 3.5 |
|
Second
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc., effective as of July
24, 2025 (incorporated by reference to Exhibit 3.1 of SharpLink Gaming, Inc.’s Current Report on Form 8-K filed on July 25,
2025). |
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| 3.6 |
|
Bylaws
of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference to Exhibit 3.4 of SharpLink Gaming, Inc.’s
Current Report on Form 8-K12B filed on February 13, 2024). |
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| 5.1* |
|
Opinion of Thompson Hine LLP. |
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| 10.1 |
|
SharpLink Gaming, Inc. Inducement Award Plan (incorporated by reference to Exhibit 10.1 of SharpLink Gaming, Inc.’s Current Report on Form 8-K filed on August 22, 2025). |
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| 10.2 |
|
Form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant) (incorporated by reference to Exhibit 10.2 of SharpLink Gaming, Inc.’s Current Report on Form 8-K filed on August 22, 2025). |
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| 10.3 |
|
Form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based Grant) (incorporated by reference to Exhibit 10.3 of SharpLink Gaming, Inc.’s Current Report on Form 8-K filed on August 22, 2025). |
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| 23.1* |
|
Consent of Thompson Hine LLP (included in Exhibit 5.1). |
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| 23.2* |
|
Consent of Cherry Bekaert, LLP. |
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| 24* |
|
Power
of Attorney (included on signature page). |
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| 107* |
|
Filing
Fee Table. |
Item
9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, City of Minneapolis, State of Minnesota, on August 25, 2025.
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SHARPLINK
GAMING, INC. |
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By: |
/s/
Rob Phythian |
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Name: |
Rob
Phythian |
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Title: |
Co-Chief
Executive Officer |
SIGNATURES
AND POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Rob Phythian and Robert DeLucia
, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in
the capacities and on the date indicated.
| Signatures |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Rob Phythian |
|
Co-Chief
Executive Officer and Director |
|
August
25, 2025 |
| Rob
Phythian |
|
(Principal
Executive Officer) |
|
|
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|
|
|
|
| /s/
Joseph Chalom |
|
Co-Chief
Executive Officer |
|
August
25, 2025 |
| Joseph
Chalom |
|
|
|
|
| |
|
|
|
|
| /s/
Robert DeLucia |
|
Chief
Financial Officer |
|
August
25, 2025 |
| Robert
DeLucia |
|
(Principal
Financial Officer) |
|
|
| |
|
|
|
|
| /s/
Joseph Lubin |
|
Director
and Chairman of the Board of Directors |
|
August
25, 2025 |
| Joseph
Lubin |
|
|
|
|
| |
|
|
|
|
| /s/
Leslie Bernhard |
|
Director |
|
August
25, 2025 |
| Leslie
Bernhard |
|
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|
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|
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|
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| /s/
Robert Gutkowski |
|
Director |
|
August
25, 2025 |
| Robert
Gutkowski |
|
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|
|
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|
|
|
|
| /s/
Obie McKenzie |
|
Director |
|
August
25, 2025 |
| Obie
McKenzie |
|
|
|
|
