SharpLink Gaming, Inc. (Form: 8-K, Received: 06/13/2025 08:06:10)

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):

June 13, 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)

Registrant’s telephone number, including area code:

(612) 293-0619

Not Applicable

(Former name or former address, if 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:

☐	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		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 7.01 Regulation FD Disclosure.

On June 13, 2025, SharpLink Gaming, Inc. (the “Company”) issued a press release announcing the Company’s ETH holdings to date and gross proceeds from the Sales Agreement, dated May 30, 2025, between the Company and A.G.P./Alliance Global Partners, as Sales Agent (the “ATM Facility”). 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 8.01 Other Events.

ETH Update

During the period from May 30, 2025 through June 12, 2025, the Company acquired 176,270.69 ETH for an aggregate purchase price of $462,947,816 (inclusive of fees and expenses) and an average purchase price per ETH of $2,626 (inclusive of fees and expenses). The purchases were made using the proceeds the Company received from its May 26, 2025 private placement offering and the ATM Facility as described herein. The Company engages in staking activities with respect to its ETH (“ETH Holdings”). As of June 13, 2025, over 95% of its ETH Holdings were deployed in staking, either through native or liquid staking (“Staking Activities”). As of June 13, 2025, the Company’s aggregate ETH Holdings were 176,270.69. This is an estimated amount that the Company would hold if the ETH allocated to Staking Activities was unstaked, and is not inclusive of any rewards generated to-date. The Company anticipates providing information regarding rewards generated from Staking Activities in future updates. We note that aspects of our Staking Activities may be subject to government regulation and guidance subject to change.

At-the-Market Facility

During the period from June 2, 2025 through June 12, 2025, the Company sold a total of 1,622,520 shares of the Company’s common stock, par value $0.0001 per share, for gross proceeds of approximately $79 million pursuant to the ATM Facility.

Exhibit No.		Description
99.1		Press Release, dated June 13, 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.

Date: June 13, 2025	SHARPLINK GAMING, INC.

	/s/ Rob Phythian
	Rob Phythian
	Chief Executive Officer

Exhibit 99.1

SharpLink Gaming Acquires 176,271 ETH for $463 Million, Officially Becoming Largest Publicly-Traded ETH Holder

MINNEAPOLIS – June 13, 2025 – SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”) today announced the strategic acquisition of 176,270.69 ETH for an aggregate purchase price of $462,947,816 (inclusive of fees and expenses), at an average acquisition price of $2,626 per ETH (inclusive of fees and expenses). This acquisition positions the Company as the largest publicly-traded holder of ETH in the world, and the second largest holder behind the Ethereum Foundation. In addition to the initial PIPE transaction from May 26, 2025, the Company also disclosed it raised an additional $79 million in approximate gross proceeds through its at-the-market (“ATM”) facility. With a majority of the ATM proceeds used to fund further purchases of ETH, contributing to the total above, these collective purchases have generated ETH per share growth of 11.8% since June 2, 2025.

As of June 13, 2025, over 95% of SharpLink’s ETH holdings are actively deployed in staking and liquid staking solutions, contributing to Ethereum’s network security while generating native yield.

“This is a landmark moment for SharpLink and for public company adoption of digital assets,” said Rob Phythian, Chief Executive Officer of SharpLink Gaming. “We believe Ethereum is foundational infrastructure for the future of digital commerce and decentralized applications. Our decision to make ETH our primary treasury reserve asset reflects deep conviction in its role as programmable, yield-bearing digital capital.”

“SharpLink’s bold ETH strategy represents a pivotal milestone and innovative approach to the institutional adoption of Ethereum. It comes at a unique time when the United States Congress is moving towards passing significant stablecoin and digital asset market structure legislation. Hopefully, such legislation will serve as a catalyst for adoption of Ethereum technology, a decentralized network capable of many functions in the onboarding of the global economy,” added Joseph Lubin, Chairman of SharpLink Gaming, Co-Founder of Ethereum and Founder and CEO of Consensys. “By allocating significant capital to ETH and deploying it in network activities such as staking, SharpLink is both contributing to Ethereum’s long-term security and trust properties while earning additional ETH for that work.”

Treasury Strategy and Market Impact

SharpLink is the first Nasdaq-listed company to adopt a treasury reserve policy centered on ETH. Through this initiative, SharpLink aims to provide shareholders with meaningful economic exposure to ETH, while reinforcing its belief in blockchain’s role in transforming industries globally.

From May 30, 2025 through June 12, 2025, SharpLink sold shares under its $1 billion ATM equity program, and thus far has raised approximately $79 million in gross proceeds, a majority of which it intends to allocate toward additional ETH purchases.

About SharpLink Gaming, Inc.

Headquartered in Minneapolis, Minnesota, SharpLink is one of the first Nasdaq-listed companies to develop a treasury strategy centered on ETH, which will serve as SharpLink’s primary treasury reserve asset. In adopting its new treasury policy, SharpLink intends to provide investors with economic exposure to ETH and to advocate for its role as digital capital.

SharpLink is also 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. 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 Statement

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and these forward-looking statements are subject to various risks and uncertainties. Such statements include, but are not limited to, the Company’s anticipated use of the proceeds from the offerings, the execution of the Company’s treasury strategy 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, fluctuations in the market price of ETH and any associated impairment charges that the Company may incur as a result of a decrease in the market price of ETH below the value at which the Company’s ETH are carried on its balance sheet, changes in the accounting treatment relating to the Company’s ETH holdings, the Company’s ability to achieve profitable operations, government regulation of cryptocurrencies and online betting, changes in securities laws or regulations such as accounting rules as discussed below, customer acceptance of new products and services including our ETH treasury strategy, 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, changes in applicable laws or regulations, and its competitors, general economic conditions and other risk factors detailed in the Company’s annual report and other filings with the SEC. Under U.S. generally accepted accounting principles, entities are required to measure certain crypto assets at fair value, with changes reflected in net income each reporting period. Changes in the fair value of crypto assets could result in significant fluctuations to the income statement results. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company does not undertake any responsibility to update the forward-looking statements in this press release.

Contact details:

Investor Relations: IR@sharplink.com

Media: SharpLink@cw8-communications.com