SharpLink Gaming, Inc. (Form: 8-K, Received: 06/24/2025 08:16:23)

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 23, 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 23, 2025, SharpLink Gaming, Inc. (the “Company”) issued a press release. The Company announced that options on its common stock are approved for trading on the Nasdaq Options Market. 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.

On June 24, 2025, the Company issued a press release announcing the Company’s ETH holdings to date and net 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 99.2 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 and Exhibit 99.2, 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 June 16, 2025 through June 20, 2025, the Company acquired 12,207 ETH for an aggregate purchase price of $30,674,829 (inclusive of fees and expenses) and an average purchase price per ETH of $2,513 (inclusive of fees and expenses). The purchases were made using the proceeds the Company received from the ATM Facility as described herein. The Company engages in staking activities with respect to its ETH (“ETH Holdings”). As of June 20, 2025, 100% of its ETH Holdings were deployed in staking, either through native or liquid staking (“Staking Activities”). As of June 20, 2025, the Company’s aggregate ETH Holdings were 188,478. 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. As of June 20, 2025, the Company has generated 120 ETH rewards. 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 16, 2025 through June 20, 2025, the Company sold a total of 2,547,180 shares of the Company’s common stock, par value $0.0001 per share, for net proceeds of approximately $27.7 million pursuant to the ATM Facility.

Exhibit No.		Description
99.1		Press Release, dated June 23, 2025
99.2		Press Release, dated June 24, 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 24, 2025	SHARPLINK GAMING, INC.

	/s/ Rob Phythian
	Rob Phythian
	Chief Executive Officer

Exhibit 99.1

SharpLink Gaming Announces Commencement of Options Trading on Nasdaq

MINNEAPOLIS, June 23, 2025 — SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”), the largest publicly traded holder of ETH in the world, today announced that the Company’s common stock has been approved for options trading on the Nasdaq Options Market (“Nasdaq”).

Trading in SharpLink’s options commenced on June 18, 2025 under the ticker symbol “SBET” and include a range of standard expiration dates and strike prices. This listing of options is expected to expand investor access and may enhance liquidity in the Company’s shares, providing investors with added flexibility to manage risk, leverage positions and express views on the Company’s future stock performance. SharpLink believes this milestone reflects continued growth in investor interest and confidence in the Company’s long-term strategic outlook.

“We view this approval as a significant achievement that underscores our evolving profile as a trusted Nasdaq-listed company,” stated Rob Phythian, CEO of SharpLink Gaming. “Moreover, we believe the commencement of options trading will enhance our visibility within the investment community, at large, and provide our shareholders with additional tools for managing their investments.”

Options trading on SharpLink will be available through the Options Clearing Corporation (“OCC”), and will be subject to standard rules and regulations established by Nasdaq and the OCC.

About SharpLink Gaming, Inc.

Headquartered in Minneapolis, Minnesota, SharpLink Gaming, Inc. (Nasdaq: SBET) is the world’s largest publicly traded company to adopt Ethereum (ETH) as its primary treasury reserve asset – a move that aligns the Company with the future of digital capital and gives investors direct exposure to the world’s leading smart-contract platform and second largest digital asset.

SharpLink is also reimagining the future of online gaming and sports betting. Backed by a veteran team with deep roots in sports media, gaming and technology, SharpLink is charting a new course – building scalable, secure and transparent solutions that challenge outdated models and bring real innovation to the betting experience. By leveraging smart contracts, DeFi protocols and Web3 infrastructure, SharpLink intends to assume the lead in transforming the multi-billion-dollar iGaming industry into a more dynamic, efficient and equitable ecosystem. Learn more at 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 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 and Media Relations:

IR@sharplink.com

Exhibit 99.2

SharpLink Gaming Expands ETH Treasury Holdings to 188,478

MINNEAPOLIS, MN – June 24, 2025 – SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”), the largest publicly traded holder of Ethereum (“ETH”) in the world, today announced that the Company has strategically increased its total holdings of ETH to 188,478 ETH, acquiring an additional 12,207 ETH for $30,674,829 (inclusive of fees and expenses) at an average price of $2,513 per ETH (inclusive of fees and expenses) during the period June 16, 2025 through June 20, 2025.

In addition, during that same period SharpLink raised approximately $27.7 million in net proceeds through its At-The-Market facility (“ATM”) selling 2,547,180 shares of the Company’s common stock. A majority of the ATM proceeds from these sales will be used to further increase SharpLink’s ETH treasury holdings.

As of June 20, 2025, 100% of SharpLink’s ETH holdings have been deployed in staking solutions, generating 120 ETH rewards since the Company launched its ETH-focused treasury strategy on June 2, 2025. Since that date, SharpLink has achieved ETH per share growth of 18.97%.

“Increasing SharpLink’s ETH holdings underscores our forward-thinking approach to creating long-term value for our stockholders,” said Joseph Lubin, Chairman of the Board of SharpLink, Co-Founder of Ethereum and Co-Founder and CEO of Consensys. “As digital assets like ETH increasingly shape the future of finance and technology, we’re positioning SharpLink at the intersection of blockchain advancement and next-generation iGaming engagement. This move reflects our confidence in Ethereum’s utility and our commitment to exploring transformative technologies that can unlock new value for our business and stockholders, alike.”

Continuing, Rob Phythian, SharpLink’s Chief Executive Officer, added, “SharpLink remains committed to leveraging blockchain technologies to strengthen our treasury foundation and strategic growth trajectory. As adoption of decentralized infrastructure accelerates, the Company intends to regularly update its stockholders on its digital asset strategy and broader growth initiatives.”

About SharpLink Gaming, Inc.

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 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, , the Company’s ability to achieve profitable operations, fluctuations in the market price of ETH that will impact the Company’s accounting and financial reporting (see accounting rules discussed below), government regulation of cryptocurrencies and online betting, changes in securities laws or regulations, 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, 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 and Media Relations:

IR@sharplink.com