SharpLink Gaming Announces Proposed Domestication to Delaware
SharpLink Gaming Ltd. (Nasdaq:SBET) announced its intention to change its jurisdiction of incorporation from Israel to Delaware by filing a registration statement with the SEC. CEO Rob Phythian stated that this decision aligns with the company's operations being predominantly U.S.-based and aims to benefit shareholders through Delaware's corporate governance principles. The company will merge with a newly-formed Delaware subsidiary, and the stock will continue trading under the same symbol. A special shareholder meeting for approval is expected in Q2 2022.
- Transitioning to a Delaware corporation aligns the business with its primary operational base in the U.S.
- Anticipated benefits for shareholders from Delaware's corporate governance.
- No expected impact on day-to-day operations during the transition.
- Shareholder approval required for the domestication may not be guaranteed.
- Potential regulatory costs under U.S. securities laws as a result of the change.
MINNEAPOLIS, Feb. 07, 2022 (GLOBE NEWSWIRE) -- SharpLink Gaming Ltd. (Nasdaq:SBET) (“SharpLink” or the “Company”), a pioneer of smart, data-driven sports betting conversion solutions for the emerging U.S. sports betting and iGaming industries, today announced that it has filed a registration statement with the U.S. Securities and Exchange Commission (“SEC”) pursuant to which it intends to change its jurisdiction of incorporation from Israel to Delaware.
Rob Phythian, SharpLink’s CEO, stated, “After careful consideration, our Board of Directors and management team believes that domesticating into the U.S. as a Delaware corporation is in the Company’s best interests since almost all of our business and operations are now located in and conducted from the U.S. and a substantial majority of our outstanding ordinary shares are held by U.S. residents. We also believe that the Company and our shareholders will benefit from Delaware’s well-established principles of corporate law and governance. We do not expect this change will have any impact on our day-to-day operations.”
In order to effect the domestication, the Company entered into an agreement and plan of merger with its newly-formed Delaware subsidiary, SharpLink Gaming, Inc. (“SharpLink Delaware”) and a newly-formed, wholly-owned subsidiary of SharpLink Delaware formed under Israeli law. Pursuant to the merger agreement, the newly-formed Israeli subsidiary will merge with and into the Company, with the Company surviving such merger and becoming a wholly-owned subsidiary of SharpLink Delaware. In the merger, each outstanding ordinary and preferred share of the Company will automatically be exchanged for one share of SharpLink Delaware common stock or preferred stock, as applicable, and all outstanding options and warrants to purchase ordinary shares of the Company will convert to the right to purchase the same number of shares of common stock of SharpLink Delaware. The Company expects that the common stock of SharpLink Delaware will continue trading on the Nasdaq Capital Market under the same SBET trading symbol when the domestication merger becomes effective.
After the SEC has declared the registration statement relating to the domestication effective, the Company will hold a special meeting of its shareholders at which it will seek approval for the U.S. domestication. Details of such shareholder meeting will be announced at a later date. Subject to shareholder approval, the Company currently expects the domestication to become effective in the second quarter of 2022.
About SharpLink Gaming Ltd.
Founded in 2019 and based in Minneapolis, Minnesota, SharpLink is a leading online technology company that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content. SharpLink uses proprietary, intelligent, online conversion technology to convert sports fans into sports bettors for licensed, online sportsbook operators. SharpLink's intelligent C4 Sports Betting Conversion solution delivers and determines the best sportsbook betting offers and experience for each identified user. Using sophisticated, AI-enabled behavioral modeling and tracking technologies, and by analyzing user's past and present behaviors, we serve sports fans with personalized betting offers specifically tied to each fan's favorite sports, teams and players. Additionally, SharpLink specializes in helping sports media companies develop strategies, products and innovative solutions to drive deep customer engagement with highly interactive sports games and mobile applications. SharpLink is run by industry veterans with several successful exits in the sports gaming and iGaming sectors. For more information, please visit the SharpLink website at www.sharplink.com.
Additional Information and Where to Find It
In connection with the proposed U.S. domestication, the Company filed with the SEC a registration statement on Form S-4 that includes a proxy statement/prospectus (the “Proxy Statement/ Prospectus”). The Company plans to mail the Proxy Statement/Prospectus to its shareholders in connection with the solicitation of proxies for voting on the U.S. domestication and certain other matters related to the transaction after the date on which the SEC declares such registration statement effective.
INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED U.S. DOMESTICATION IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) OR ANY DOCUMENT THAT IS INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED U.S. DOMESTICATION. You may obtain, free of charge, copies of the Proxy Statement/Prospectus and other relevant documents filed by the Company with the SEC, at the SEC’s website at www.sec.gov. In addition, investors and securityholders may obtain free copies of the Proxy Statement/Prospectus and other relevant documents filed by the Company with the SEC from the Company’s website at https://www.sharplink.com/investors/#sec-filings.
This communication does not constitute an offer to buy or exchange, or the solicitation of an offer to sell or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not a substitute for any prospectus, proxy statement or any other document that the Company may file with the SEC in connection with the proposed transaction. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended. The transaction and distribution of this document may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No offering of securities will be made directly or indirectly, in or into any jurisdiction where to do so would be inconsistent with the laws of such jurisdiction.
The Proxy Statement/Prospectus was not filed by the Company with any securities regulatory authority in Israel and no such securities regulatory authority has either approved or disapproved the contents of the Proxy Statement/Prospectus or this news release.
Participants in the Solicitation
The Company and its directors and executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the approvals required to complete the proposed domestication transaction. More detailed information regarding the identity of these potential participants, and any direct or indirect interests they may have in the proposed transaction, by security holdings or otherwise, is set forth in the Proxy Statement/Prospectus filed with the SEC. Additional information regarding the interests of participants in the solicitation of proxies in respect of the Special Meeting is included in the Proxy Statement/Prospectus filed with the SEC.
Forward-Looking Statements
This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the U.S. Exchange Act of 1934, as amended. Statements in this press release that are not historical facts, including statements about the Company’s belief and expectations and recent business and economic trends, constitute forward-looking statements. Forward-looking statements in this press release may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates or projections. Such forward-looking statements include, but are not limited to, statements regarding the Company’s plans to domesticate to the U.S., the expected benefits to the Company and its shareholders from domesticating into the U.S., the timing of completing the proposed domestication, the impact of the proposed domestication on the Company’s ongoing operations, the continued trading of the Company’s securities on the Nasdaq Capital Market, expected growth in the online betting industry, the Company’s ability to grow its business, the potential benefits of the Company’s products, services and technologies. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the cost of additional regulation under U.S. securities laws as a result of the Company’s planned domestication, the risk that the Company’s shareholders may not approve of the plan to domesticate in the U.S., government regulation of online betting, customer acceptance of new products and services, future measures taken by authorities in the countries in which we operate on our operations, the demand for our products and our customers' economic condition, the impact of competitive products and pricing, the lengthy sales cycle, proprietary rights of the Company, the Company’s ability to obtain the capital resources necessary to fund its business, and other risk factors detailed in the Company's annual report and other filings with the United States Securities and Exchange Commission, including the Form S-4 registration statement filed by the Company on February 3, 2022. The Company does not undertake any responsibility to update the forward-looking statements in this release.
CONTACT INFORMATION:
| SHARPLINK INVESTOR RELATIONS: | SHARPLINK MEDIA RELATIONS: |
| SharpLink Gaming Ltd. | Hot Paper Lantern |
| Dodi Handy, Director of Communications | Michael Adorno, Vice President, Communications |
| Phone: 407-960-4636 | Phone: 212-931-6143 |
| Email: ir@sharplink.com | Email: madorno@hotpaperlantern.com |
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