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SharpLink Gaming Announces 2024 Annual General Meeting of Stockholders

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SharpLink Gaming (Nasdaq: SBET) has announced its 2024 Annual General Meeting of Stockholders, scheduled for December 9, 2024. Key proposals include the reelection of board members, approval of a reverse stock split up to 6:1, and appointment of Cherry Bekaert as independent auditors. The reverse stock split is primarily proposed to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share, as the company received a non-compliance notice on July 11, 2024, with a deadline to comply by January 7, 2025.

SharpLink Gaming (Nasdaq: SBET) ha annunciato la sua Assemblea Annuale degli Azionisti per il 2024, programmata per il 9 dicembre 2024. Le proposte principali includono la rielezione dei membri del consiglio, l'approvazione di un frazionamento azionario inverso fino a 6:1 e la nomina di Cherry Bekaert come revisori indipendenti. Il frazionamento azionario inverso è principalmente proposto per ripristinare la conformità con il requisito di prezzo minimo di offerta di Nasdaq di $1.00 per azione, poiché l'azienda ha ricevuto un avviso di non conformità l'11 luglio 2024, con una scadenza per conformarsi entro il 7 gennaio 2025.

SharpLink Gaming (Nasdaq: SBET) ha anunciado su Asamblea Anual de Accionistas para 2024, programada para el 9 de diciembre de 2024. Las propuestas clave incluyen la reelección de miembros de la junta, la aprobación de una división de acciones inversa de hasta 6:1 y el nombramiento de Cherry Bekaert como auditores independientes. La división de acciones inversa se propone principalmente para recuperar la conformidad con el requisito de precio mínimo de oferta de Nasdaq de $1.00 por acción, ya que la compañía recibió un aviso de no conformidad el 11 de julio de 2024, con una fecha límite para cumplir antes del 7 de enero de 2025.

SharpLink Gaming (Nasdaq: SBET)는 2024년 주주 총회를 2024년 12월 9일로 예정하고 있음을 발표했습니다. 주요 제안 사항으로는 이사 재선출, 6:1의 주식 병합 승인, Cherry Bekaert를 독립 감사인으로 임명하는 것이 포함됩니다. 주식 병합은 나스닥의 최소 공모가 요건인 주당 $1.00에 대한 준수를 되찾기 위해 주로 제안된 것이며, 회사는 2024년 7월 11일 비준수 통지를 받았으며, 2025년 1월 7일까지 준수해야 합니다.

SharpLink Gaming (Nasdaq: SBET) a annoncé sa Réunion Annuelle des Actionnaires pour 2024, prévue le 9 décembre 2024. Les propositions clés incluent la réélection des membres du conseil, l'approbation d'une réduction du capital par regroupement d'actions jusqu'à 6:1, et la nomination de Cherry Bekaert comme commissaires aux comptes indépendants. La réduction de capital par regroupement d'actions est principalement proposée pour retrouver la conformité avec l'exigence de prix minimum de Nasdaq de 1,00 USD par action, l'entreprise ayant reçu un avis de non-conformité le 11 juillet 2024, avec un délai de conformité fixé au 7 janvier 2025.

SharpLink Gaming (Nasdaq: SBET) hat seine Jahreshauptversammlung der Aktionäre für 2024 für den 9. Dezember 2024 angekündigt. Zu den wichtigsten Vorschlägen gehören die Wiederwahl von Vorstandsmitgliedern, die Genehmigung eines umgekehrten Aktiensplits bis zu 6:1 und die Ernennung von Cherry Bekaert als unabhängige Prüfgesellschaft. Der umgekehrte Aktiensplit wird hauptsächlich vorgeschlagen, um die Einhaltung des Mindestgebots von Nasdaq von 1,00 USD pro Aktie wiederherzustellen, da das Unternehmen am 11. Juli 2024 eine Mitteilung über die Nichterfüllung erhalten hat, mit einer Frist zur Einhaltung bis zum 7. Januar 2025.

Positive
  • None.
Negative
  • Company received Nasdaq non-compliance notice for failing to maintain $1.00 minimum bid price
  • Proposed reverse stock split of up to 6:1 indicates potential share dilution

Insights

The announced reverse stock split proposal is a critical development for SharpLink Gaming, aimed at addressing their Nasdaq compliance issue. Currently trading below $1.00, the company must regain compliance by January 7, 2025 to maintain its listing. The proposed 6:1 maximum ratio suggests management is taking aggressive action to boost the share price artificially, though this won't affect market capitalization.

The compliance deadline and reverse split proposal timing indicate urgency in addressing the delisting risk. While reverse splits are technically neutral, they often signal financial distress and frequently lead to negative market reactions. Historical patterns show that many companies executing reverse splits for compliance purposes struggle to maintain the higher share price long-term.

MINNEAPOLIS, Nov. 19, 2024 (GLOBE NEWSWIRE) -- SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”), an online performance-based marketing company serving the U.S. sports betting and iGaming industries, today announced that it will host its Annual General Meeting of Stockholders (the “Meeting”) on Monday, December 9, 2024 at 4:00 PM Central Time at SharpLink’s corporate headquarters, located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401, and thereafter as it may be adjourned or postponed from time to time.

At the Meeting, stockholders will be asked to approve the following proposals and adopt the following resolutions in connection with the proposals:

1.The reelection of Rob Phythian, Obie McKenzie, Robert Gutkowski and Leslie Bernhard as members of the Board of Directors for a term expiring at our 2025 Annual General Meeting of Stockholders and until their successors are elected and qualified;
  
2.The approval of a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), by a ratio of up to and including 6:1, to be effective at the ratio and on a date to be determined by the Company’s Board of Directors, and amendments to the Company’s Amended and Restated Certificate of Incorporation to effect such reverse stock split;
  
3.The ratification of the appointment of Cherry Bekaert, LLP, registered public accountants, as our Company’s independent registered public accountants for the year ended December 31, 2024 and the authorization of our Board of Directors to fix such independent public accountants’ compensation in accordance with the volume and nature of their services or to delegate such power to our Audit Committee;
  
4.The approval of a non-binding advisory vote to approve the compensation paid to our named executive officers (the “Say on Pay Proposal”); and
  
5.To transact any other business properly coming before the Meeting.
  

Shareholders of record at the close of business on November 12, 2024 (the “Record Date”) are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof. It is anticipated that on or about November 19, 2024, the Company shall commence mailing to all stockholders of record, as of the Record Date, the proxy notice, the proxy statement that describes the proposals to be considered at the Meeting and a proxy card. The definitive proxy notice, proxy statement and form of proxy card was filed with the U.S. Securities and Exchange Commission yesterday, November 18, 2024 on Schedule 14A.

The approval of the election of the directors under Proposal 1 requires the affirmative vote of holders of the plurality of the Common Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation (as defined below)), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter. Proposal 2 requires votes cast for the reverse stock split to exceed the votes cast against such proposal. Proposals 3 and 4 require the affirmative vote of holders of at least a majority of the Common Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation (as defined below)), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter presented for passage. The Beneficial Ownership Limitation is defined in our Certificate of Incorporation as 9.99% of the number of our Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon conversion of Preferred Stock and warrants held by the stockholder that is subject to such Beneficial Ownership Limitation.

Our Board of Directors recommends a vote FOR the election of each director and the other proposals set forth in this proxy statement.

The primary purpose for the proposal for the reverse stock split, should the Board of Directors choose to effect one, would be to increase the per share price of our Common Stock to regain compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). On July 11, 2024, we received a letter from Nasdaq Listing Qualifications (the “Letter”) indicating that the Company is no longer in compliance with the minimum bid price requirements for continued listing set forth in Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. The rules also provide us a compliance period of 180 calendar days to regain compliance. According to the Letter, we have until January 7, 2025 to regain compliance with the minimum bid price requirement.

SharpLink knows of no other matters to be submitted at the Meeting other than as specified in the press release. If any other business is properly brought before the Meeting, the persons named as proxies will vote in respect thereof in accordance with the recommendation of SharpLink's Board of Directors.

Stockholders can vote either by mailing in their proxy, by Internet, by phone or in person by attending the Meeting. If voting by mail, the proxy must be received by SharpLink’s voting processing agency at least 48 hours prior to the appointed time of the Meeting or at our registered office in Minneapolis, Minnesota at least four (4) hours prior to the appointed time of the Meeting to be validly included in the tally of Common Stock. If voting by Internet or phone, votes must be received by 11:59 PM Eastern Time on Thursday, December 5, 2024 to be validly included in the tally of the Common Stock voted at the Meeting. If a stockholder elects to attend the Meeting, he or she may vote in person and your proxy will not be used. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card.

About SharpLink Gaming, Inc.

Headquartered in Minneapolis, Minnesota, SharpLink is a trusted marketing partner to leading sportsbooks and online casino gaming operators worldwide. Through its iGaming affiliate marketing network, known as PAS.net, SharpLink focuses on driving qualified traffic and player acquisitions, retention and conversions to U.S. regulated and global iGaming operator partners worldwide. In fact, PAS.net won industry recognition as the European online gambling industry’s Top Affiliate Website and Top Affiliate Program for four consecutive years by both igamingbusiness.com and igamingaffiliate.com. SharpLink also owns and operates a portfolio of direct-to-player, state-specific, affiliate marketing websites designed to attract, acquire and drive local sports betting and online casino gaming traffic to its valued partners which are licensed to operate in each respective state. For more information, please visit www.sharplink.com.

Forward-Looking Statements
This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business through strategic growth opportunities, the potential benefits of the Company’s products, services and technologies and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, government regulation of online betting, customer acceptance of new products and services, the demand for its products and its customers’ economic condition, the impact of competitive products and pricing, the lengthy sales cycle, proprietary rights of the Company and its competitors, general economic conditions and other risk factors detailed in the Company’s annual report and other filings with the SEC. The Company does not undertake any responsibility to update the forward-looking statements in this release.

CONTACT INFORMATION:
INVESTOR AND MEDIA RELATIONS
ir@sharplink.com


FAQ

When is SharpLink Gaming (SBET) holding its 2024 Annual General Meeting?

SharpLink Gaming's 2024 Annual General Meeting is scheduled for Monday, December 9, 2024, at 4:00 PM Central Time at their Minneapolis headquarters.

What is the proposed reverse stock split ratio for SharpLink Gaming (SBET)?

SharpLink Gaming is proposing a reverse stock split of up to 6:1 ratio, with the exact ratio to be determined by the Board of Directors.

When does SharpLink Gaming (SBET) need to regain Nasdaq compliance?

SharpLink Gaming has until January 7, 2025, to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share.

SharpLink Gaming Ltd. Ordinary Shares

NASDAQ:SBET

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2.28M
2.95M
15.89%
3.09%
0.53%
Gambling
Services-prepackaged Software
Link
United States of America
MINNEAPOLIS