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

Rhea-AI Filing Summary

SharpLink Gaming, Inc. (Nasdaq: SBET) filed an 8-K disclosing two material events dated July 7-11, 2025.

1) ETH Sale and Purchase Agreement: On July 7 the Company agreed to purchase 10,000 ETH from the Ethereum Foundation for US$25.72 million (US$2,572.368 per ETH, based on the 24-hour VWAP beginning 12:00 a.m. UTC, July 8). Title to the tokens passed on first-block confirmation; closing occurred July 10. The contract contains standard reps, warranties and indemnities. The filing notes these tokens were not previously disclosed as part of the Company’s crypto holdings.

2) Letter Agreements & ATM Flexibility: Between July 8-10, SharpLink entered into letter agreements with multiple warrant and stock holders—including Consensys Software Inc. and Joseph Lubin—to waive share-reserve provisions in prior financing agreements. The waiver allows the Company to re-allocate already authorized shares to its May 30, 2025 At-The-Market (ATM) Sales Agreement with A.G.P./Alliance Global Partners until shareholders vote on a proposed authorized-share increase at a special meeting set for July 24, 2025. If approval is obtained, the Company must re-reserve shares underlying Strategic Advisor, Placement Agent and Pre-Funded Warrants. The Company is not obligated to sell stock under the ATM and may receive limited or no proceeds.

Investor takeaways:

• US$25.7 million cash outflow adds a volatile crypto asset to the balance sheet.
• Waivers provide near-term capital-raising flexibility but introduce potential dilution.
• Shareholder vote on July 24 is a gating item for restoring warrant share reserves.

Positive

• Enhanced liquidity flexibility: Waivers allow the company to tap its ATM facility immediately, potentially accessing capital without waiting for the July 24 vote.
• Transparent disclosure: Filing includes detailed terms and exhibits, reducing information asymmetry for investors.

Negative

• US$25.7 million cash outflow to purchase ETH adds significant exposure to crypto price volatility.
• Potential dilution: Reallocation of reserved shares to the ATM could increase outstanding share count, pressuring share price.
• Shareholder approval risk: Failure to approve authorized share increase on July 24 may constrain future financings and force renegotiation with warrant holders.

Insights

Financial Analyst

TL;DR: Cash converted to 10,000 ETH and share-reserve waiver enable dilution-prone ATM raises; overall risk profile increases.

The US$25.7 million ETH purchase equals a material outlay for SharpLink, whose 2024 revenue was only US$23 million (per prior 10-K). While crypto exposure can diversify, it exposes shareholders to price volatility and potential impairment charges under current accounting rules. Concurrently, waiving prior reserve covenants frees shares for the ATM facility, signalling a near-term need for liquidity. Should market conditions weaken, ATM issuance may occur at depressed prices, compounding dilution from outstanding Strategic Advisor, Placement Agent and Pre-Funded warrants. The July 24 vote is therefore critical; failure to secure approval could constrain future financing. Net impact: moderately negative due to higher balance-sheet risk and dilution potential.

Corporate Governance Expert

TL;DR: Governance risk rises as board reallocates reserved shares pre-vote; transparency mitigated by detailed 8-K disclosure.

Re-purposing shares reserved for warrants to an ATM prior to shareholder authorization is permissible with holder waivers, yet it shifts dilution timing from warrant holders to public investors. The board’s scheduling of a July 24 special meeting demonstrates procedural compliance but underscores urgency for capital. Full disclosure of agreements and exhibit filing aligns with SEC best practices, softening governance concerns. Impact hinges on whether the company refrains from aggressive ATM issuance before the vote.

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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 7, 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)

(612) 293-0619

(Registrant’s Telephone Number, Including Area Code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $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 1.01 Entry into a Material Definitive Agreement.

ETH Sale and Purchase Agreement

On July 7, 2025, SharpLink Gaming, Inc. (the “Company”) entered into an ETH Sale and Purchase Agreement (the “Purchase Agreement”) with Ethereum Foundation (the “Seller”). Pursuant to the Purchase Agreement, the Company agreed to purchase from the Seller 10,000 ETH on Ethereum mainnet (the “Tokens”) in exchange for $25,723,680 (the “Purchase Price”), which equates to a price per ETH of $2,572.368. The Purchase Price per ETH was the average weighted price of ETH for the 24-hour period beginning at 12:00 a.m. UTC on July 8, 2025. Upon delivery, the Tokens are deemed irrevocable and all right, title and interest in or to the Tokens shall have passed to the Company upon the first block confirmation of the transfer transactions on Ethereum mainnet. The Tokens purchased have not previously been included in any prior disclosure from the Company as to its balance of ETH holdings.

The Purchase Agreement contains customary representations, warranties, and agreements by the Company, indemnification obligations of the Company, along with other obligations of the parties and termination provisions.

The Purchase Agreement closed on July 10, 2025.

Letter Agreements

On July 8, 2025, the Company entered into letter agreements (the “July 8 Letter Agreements”) with holders (the “Holders”) of the Company’s (i) common stock, par value $0.0001 (the “Common Stock”) and pre-funded warrants (the “Private Placement Pre-Funded Warrants”), which were issued in connection with the Company’s private placement pursuant to the Securities Purchase Agreement dated as of May 26, 2025 (the “Private Placement Purchase Agreement”), (ii) Strategic Advisor Warrants issued pursuant to the Strategic Advisor Agreement entered into by the Company and the investor signatory thereto on May 30, 2025 (the “Strategic Advisor Warrants”) and (iii) Placement Agent Warrants, which were issued pursuant to the Placement Agency Agreement entered into by the Company and the Placement Agent on May 26, 2025 (the “Placement Agent Warrants”).

On July 10, 2025, the Company entered into letter agreements (the “Letter Agreement with Consensys” and the “Letter Agreement with Joseph Lubin” together with the July 8 Letter Agreements, the “Letter Agreements”) with Consensys Software Inc. (“Consensys”) and Joseph Lubin who both are holders of the Company’s (i) Common Stock and Private Placement Pre-Funded Warrants, which were issued in connection with the Company’s private placement pursuant to the Purchase Agreement; and Consensys who are holders of the Company’s (ii) Common Stock and pre-funded warrants (the “Best Efforts Pre-Funded Warrants”), which were issued in connection with the Company’s Registration Statement on Form S-1, as amended (File No. 333- 286964) pursuant to the Securities Purchase Agreement dated as of May 20, 2026 (the “Best Efforts Purchase Agreement”).

Pursuant to Section 4.9 of the Private Placement Purchase Agreement and Section 4.9 of the Best Efforts Purchase Agreement, the Company agreed to reserve and keep available at all times a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue shares in accordance with the Private Placement Purchase Agreement and the Best Efforts Purchase Agreement, and the shares underlying the exercise of any Strategic Advisor Warrants, Placement Agent Warrants, Private Placement Pre-Funded Warrants, and Best Efforts Pre-Funded Warrants (the “SPA Reserve Provision”).

Pursuant to the Letter Agreements, the Holders waive the SPA Share Reserve Provision such that the Company may reserve for issuance under the ATM Sales Agreement between the Company and A.G.P./Alliance Global Partners, entered into on May 30, 2025 (the “ATM Facility”), any of the authorized shares of Common Stock that would otherwise be reserved for issuance under the Strategic Advisor Warrants, Placement Agent Warrants, Private Placement Pre-Funded Warrants, and Best Efforts Pre-Funded Warrants, with the understanding that (i) the Company may issue such shares pursuant to the ATM Facility at any time after the execution of the Letter Agreements and before the date on which the Company receives the requisite stockholder approval (the “Stockholder Approval”) to increase the Company’s authorized shares (the “Permitted ATM Sales”), and (ii) following the receipt of the Stockholder Approval with respect to the authorized share increase, the Company shall reserve the shares underlying the Placement Agent Warrants, Strategic Advisor Warrants, Private Placement Pre-Funded Warrants, and Best Efforts Pre-Funded Warrants.

The Company is not obligated to issue or sell any of its common stock under the ATM Facility and there is no assurance that it will choose to or be able to issue or sell its common stock under the ATM Facility for a significant amount of proceeds, if any. In addition, while the Company’s special meeting to consider the Stockholder Approval is scheduled for July 24, 2025, there can be no assurance that the Stockholder Approval will be obtained at this special meeting or otherwise.

The foregoing summaries do not purport to be complete and are qualified in their entirety by the full texts of the Letter Agreement for Strategic Advisor Warrants, the Letter Agreement for Placement Agent Warrants, the Letter Agreement with Consensys, and the Letter Agreement with Joseph Lubin, copies of which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4 respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On July 11, 2025, the Company issued a press release announcing the Purchase Agreement. 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 9.01 Financial Statements and Exhibits

(a) Exhibits

Number		Description
10.1		Form of Letter Agreement for Strategic Advisor Warrants.
10.2		Form of Letter Agreement for Placement Agent Warrants.
10.3		Form of Letter Agreement with Consensys Software Inc.
10.4		Form of Letter Agreement with Joseph Lubin
99.1		Press Release dated July 11, 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.

	SHARPLINK GAMING, INC.
Date: July 11, 2025	By:	/s/ Rob Phythian
	Name:	Rob Phythian
	Title:	Chief Executive Officer

FAQ

How many ETH did SharpLink Gaming (SBET) purchase?

SharpLink bought 10,000 ETH for US$25.72 million, or US$2,572.368 per ETH.

When did the ETH transaction close?

The purchase closed on July 10, 2025 upon first-block confirmation on Ethereum mainnet.

What is the purpose of the letter agreements with warrant holders?

The agreements waive share-reserve provisions so SharpLink can allocate those shares to its ATM facility until a shareholder vote increases authorized shares.

When is the shareholder vote on increasing authorized shares?

A special meeting to seek stockholder approval is scheduled for July 24, 2025.

Is SharpLink obligated to sell shares under its ATM facility?

No. The company is not required to issue any shares and may raise limited or no proceeds.

What exchanges list SharpLink Gaming common stock?

The common stock trades on The Nasdaq Stock Market, LLC under the symbol SBET.