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0001981535
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2025-07-07
2025-07-07
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xbrli:shares
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
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 |
Exhibit
10.1
July
8, 2025
SharpLink
Gaming, Inc.
333
Washington Avenue North, Suite 104
Minneapolis,
Minnesota 55402
Attention:
Rob Phythian
Re:
Letter Agreement
Ladies
and Gentlemen:
Reference
is made to (i) that certain Securities Purchase Agreement, dated as of May 26, 2025 (the “Purchase Agreement”), by
and between the Company and the Investor, entered into in connection with the Company’s private placement pursuant to the Purchase
Agreement and other securities purchase agreements with certain institutional investors (collectively, with the Purchase Agreement, the
“Purchase Agreements”) pursuant to which the Company sold Common Stock and Pre-Funded Warrants for gross proceeds
of approximately $425 million (the “Private Placement”) and (ii) the Strategic Advisor Warrants issued pursuant to
the Strategic Advisor Agreement entered into by the Company and the Investor on May 30, 2025 (the “Strategic Advisor Warrants).
Capitalized terms used but not defined in this letter shall have the meanings ascribed to them in the Purchase Agreement.
Pursuant
to Section 4.9 of the Purchase Agreement, the Company agreed to reserve and keep available at all times, free of preemptive rights, a
sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to Purchase Agreement, Warrant
Shares pursuant to any exercise of the Warrants, Placement Agent Warrant Shares pursuant to the exercise of the Placement Agent Warrants
and Strategic Advisor Warrant Shares pursuant to Strategic Advisor Warrants (the “SPA Reserve Provision”).
The
Investor hereby waives the SPA Share Reserve Provision such that the Company may reserve for issuance under the ATM Facility any of the
authorized shares of Common Stock that would otherwise be reserved for issuance under the Strategic Advisor Warrants with the understanding
that (i) the Company may issue such shares pursuant to the ATM Facility at any time from and after the date hereof and before the date
that 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 Strategic Advisor Warrants. The Company will also
make good faith efforts to obtain the Stockholder Approval in a reasonable time frame.
The
Investor also hereby consents to the Company disclosing this letter agreement in its SEC Reports.
In
connection with the foregoing, the Investor represents and warrants to the Company that the Investor (a) is the sole owner of, and has
good and lawful title to, the Strategic Advisor Warrants free of any lien or encumbrance, except for restrictive legends relating to
compliance with the Securities Act and (b) has all requisite authority to enter into this agreement and perform its obligations hereunder.
The Investor further acknowledges and agrees that the Strategic Advisor Warrants may not be sold, transferred, pledged or assigned unless,
in addition to the other procedures set forth in the Strategic Advisor Warrants, the recipient of the Strategic Advisor Warrants agrees
in writing to be subject to all of the terms and conditions of this letter agreement as if it were an original party hereto.
The
Company acknowledges and agrees that, except for the waivers, consents and agreements set forth above, the surviving obligations under
the Strategic Advisor Warrants and the Purchase Agreement remain unmodified and in full force and effect.
[Signature
Pages Follows]
| Very
truly yours, |
|
| |
|
|
| CONSENSYS
SOFTWARE INC. |
|
| |
|
|
| By: |
/s/
Matt Corva |
|
| Name: |
Matt
Corva |
|
| Title: |
General
Counsel |
|
Signature
Page to Letter Agreement
| Acknowledged
and accepted: |
|
| |
|
| SHARPLINK
GAMING, INC. |
|
| |
|
| By: |
/s/
Rob Phythian |
|
| Name: |
Rob
Phythian |
|
| Title: |
Chairman
and Chief Executive Officer |
|
Signature
Page to Letter Agreement
Exhibit
10.2
July
8, 2025
SharpLink
Gaming, Inc.
333
Washington Avenue North, Suite 104
Minneapolis,
Minnesota 55402
Attention:
Rob Phythian
Re:
Letter Agreement
Ladies
and Gentlemen:
Reference
is made to (i) that certain Securities Purchase Agreement, dated as of May 26, 2025 (the “Purchase Agreement”), by
and between the Company and the Placement Agent, entered into in connection with the Company’s private placement pursuant to the
Purchase Agreement and other securities purchase agreements with certain institutional investors (collectively, with the Purchase Agreement,
the “Purchase Agreements”) pursuant to which the Company sold Common Stock and Pre-Funded Warrants for gross proceeds
of approximately $425 million (the “Private Placement”) and (ii) the Placement Agent Warrants issued pursuant to the
Placement Agency Agreement entered into by the Company and the Placement Agent on May 26, 2025 (the “Placement Agent Warrants”).
Capitalized terms used but not defined in this letter shall have the meanings ascribed to them in the Purchase Agreement.
Pursuant
to Section 4.9 of the Purchase Agreement, the Company agreed to reserve and keep available at all times, free of preemptive rights, a
sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to Purchase Agreement, Warrant
Shares pursuant to any exercise of the Warrants, Placement Agent Warrant Shares pursuant to the exercise of the Placement Agent Warrants
and Strategic Advisor Warrant Shares pursuant to Strategic Advisor Warrants (the “SPA Reserve Provision”).
The
Placement Agent hereby waives the SPA Share Reserve Provision such that the Company may reserve for issuance under the ATM Facility any
of the authorized shares of Common Stock that would otherwise be reserved for issuance under the Placement Agent Warrants, with the understanding
that (i) the Company may issue such shares pursuant to the ATM Facility at any time from and after the date hereof and before the date
that 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. The Company will also
make good faith efforts to obtain the Stockholder Approval in a reasonable time frame.
The
Placement Agent also hereby consents to the Company disclosing this letter agreement in its SEC Reports.
In
connection with the foregoing, the Placement Agent represents and warrants to the Company that the Placement Agent (a) is the sole owner
of, and has good and lawful title to, the Placement Agent Warrants free of any lien or encumbrance, except for restrictive legends relating
to compliance with the Securities Act and (b) has all requisite authority to enter into this agreement and perform its obligations hereunder.
The Placement Agent further acknowledges and agrees that the Placement Agent Warrants may not be sold, transferred, pledged or assigned
unless, in addition to the other procedures set forth in the Placement Agent Warrants, the recipient of the Placement Agent Warrants
agrees in writing to be subject to all of the terms and conditions of this letter agreement as if it were an original party hereto.
The
Company acknowledges and agrees that, except for the waivers, consents and agreements set forth above, the surviving obligations under
the Placement Agent Warrants and the Purchase Agreement remain unmodified and in full force and effect.
[Signature
Pages Follows]
| Very
truly yours, |
|
| |
|
|
| A.G.P./ALLIANCE
GLOBAL PARTNERS |
|
| |
|
|
| By: |
/s/
Tom Higgins |
|
| Name: |
Thomas
J. Higgins |
|
| Title: |
Managing
Director |
|
Signature
Page to Letter Agreement
| Acknowledged
and accepted: |
|
| |
|
| SHARPLINK
GAMING, INC. |
|
| |
|
| By: |
/s/
Rob Phythian |
|
| Name: |
Rob
Phythian |
|
| Title: |
Chairman
and Chief Executive Officer |
|
Signature
Page to Letter Agreement
Exhibit
10.3
July
10, 2025
SharpLink
Gaming, Inc.
333
Washington Avenue North, Suite 104
Minneapolis,
Minnesota 55402
Attention:
Rob Phythian
Re:
Letter Agreement
Ladies
and Gentlemen:
Reference
is made to (i) that certain Securities Purchase Agreement, dated as of May 20, 2025 (the “Best Efforts Purchase Agreement”),
by and between the Company and the Investor, entered into in connection with the Company’s best efforts offering pursuant to the
Best Efforts Purchase Agreement in which the Company sold Common Stock and Pre-Funded Warrants for gross proceeds of approximately $4.5
million (the “Best Efforts Offering”), (ii) the Pre-Funded Warrants issued pursuant to the Best Efforts Purchase Agreement
entered into by the Company and the Investor on May 20, 2025 (the “Best Efforts Pre-Funded Warrants”), (iii) that
certain Securities Purchase Agreement, dated as of May 26, 2025 (the “PIPE Purchase Agreement”), by and between the
Company and the Investor, entered into in connection with the Company’s private placement pursuant to the PIPE Purchase Agreement
and other securities purchase agreements with certain institutional investors (collectively, with the PIPE Purchase Agreement, the “PIPE
Purchase Agreements”, and together, with the Best Efforts Purchase Agreement, the “Purchase Agreements”)
pursuant to which the Company sold Common Stock and Pre-Funded Warrants for gross proceeds of approximately $425 million (the “Private
Placement”) and (ii) the Pre-Funded Warrants issued pursuant to the PIPE Purchase Agreement entered into by the Company and
the Investor on May 30, 2025 (the “PIPE Pre-Funded Warrants” and, together with the Best Efforts Pre-Funded Warrants,
the “Pre-Funded Warrants”). Capitalized terms used but not defined in this letter shall have the meanings ascribed
to them in the Purchase Agreements.
Pursuant
to Section 4.9 of the Best Efforts Purchase Agreement, the Company agreed to reserve and keep available at all times, free of preemptive
rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to Best Efforts
Purchase Agreement and best efforts pre-funded warrant shares pursuant to any exercise of the Best Efforts Pre-Funded Warrants (the “Best
Efforts SPA Reserve Provision”).
Pursuant
to Section 4.9 of the PIPE Purchase Agreement, the Company agreed to reserve and keep available at all times, free of preemptive rights,
a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to PIPE Purchase Agreement,
Warrant Shares pursuant to any exercise of the Warrants, Placement Agent Warrant Shares pursuant to the exercise of the Placement Agent
Warrants and Strategic Advisor Warrant Shares pursuant to Strategic Advisor Warrants (the “PIPE SPA Reserve Provision”
and, together with the Best Efforts SPA Reserve Provision, the “SPA Reserve Provisions”).
The
Investor hereby waives the SPA Share Reserve Provisions such that the Company may reserve for issuance under the ATM Facility any of
the authorized shares of Common Stock that would otherwise be reserved for issuance under the Pre-Funded Warrants with the understanding
that (i) the Company may issue such shares pursuant to the ATM Facility at any time from and after the date hereof and before the date
that 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 Pre-Funded Warrants. The Company will also make
good faith efforts to obtain the Stockholder Approval in a reasonable time frame.
The
Investor also hereby consents to the Company disclosing this letter agreement in its SEC Reports.
In
connection with the foregoing, the Investor represents and warrants to the Company that the Investor (a) is the sole owner of, and has
good and lawful title to, the Pre-Funded Warrants free of any lien or encumbrance, except for restrictive legends relating to compliance
with the Securities Act and (b) has all requisite authority to enter into this agreement and perform its obligations hereunder. The Investor
further acknowledges and agrees that the Pre-Funded Warrants may not be sold, transferred, pledged or assigned unless, in addition to
the other procedures set forth in the Pre-Funded Warrants, the recipient of the Pre-Funded Warrants agrees in writing to be subject to
all of the terms and conditions of this letter agreement as if it were an original party hereto.
The
Company acknowledges and agrees that, except for the waivers, consents and agreements set forth above, the surviving obligations under
the Pre-Funded Warrants and the Purchase Agreements remain unmodified and in full force and effect.
[Signature
Pages Follows]
| Very
truly yours, |
|
| |
|
| CONSENSYS
SOFTWARE INC. |
|
| |
|
|
| By: |
/s/
Matt Corva |
|
| Name: |
Matt
Corva |
|
| Title: |
General
Counsel |
|
Signature
Page to Letter Agreement
| Acknowledged and accepted: |
|
| |
|
| SHARPLINK GAMING,
INC. |
|
| |
|
| By: |
/s/
Rob Phythian |
|
| Name: |
Rob Phythian |
|
| Title: |
Chairman and Chief Executive Officer |
|
Signature
Page to Letter Agreement
Exhibit
10.4
July
10, 2025
SharpLink
Gaming, Inc.
333
Washington Avenue North, Suite 104
Minneapolis,
Minnesota 55402
Attention:
Rob Phythian
Re:
Letter Agreement
Ladies
and Gentlemen:
Reference
is made to (i) that certain Securities Purchase Agreement, dated as of May 26, 2025 (the “Purchase Agreement”), by and between
the Company and the Investor, entered into in connection with the Company’s private placement pursuant to the Purchase Agreement
and other securities purchase agreements with certain institutional investors (collectively, with the Purchase Agreement, the “Purchase
Agreements”) pursuant to which the Company sold Common Stock and Pre-Funded Warrants for gross proceeds of approximately $425
million (the “Private Placement”) and (ii) the Pre-Funded Warrants issued pursuant to the Purchase Agreement entered
into by the Company and the Investor on May 30, 2025 (the “Pre-Funded Warrants”). Capitalized terms used but
not defined in this letter shall have the meanings ascribed to them in the Purchase Agreement.
Pursuant to Section 4.9 of the Purchase Agreement, the Company agreed to
reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling
the Company to issue Shares pursuant to Purchase Agreement, Warrant Shares pursuant to any exercise of the Warrants, Placement Agent Warrant
Shares pursuant to the exercise of the Placement Agent Warrants and Strategic Advisor Warrant Shares pursuant to Strategic Advisor Warrants
(the “SPA Reserve Provision”).
The
Investor hereby waives the SPA Share Reserve Provision such that the Company may reserve for issuance under the ATM Facility any of
the authorized shares of Common Stock that would otherwise be reserved for issuance under the Pre-Funded Warrants with the understanding
that (i) the Company may issue such shares pursuant to the ATM Facility at any time from and after the date hereof and before the date
that 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 Pre-Funded Warrants. The Company will also make
good faith efforts to obtain the Stockholder Approval in a reasonable time frame.
The
Investor also hereby consents to the Company disclosing this letter agreement in its SEC Reports.
In
connection with the foregoing, the Investor represents and warrants to the Company that the Investor (a) is the sole owner of, and has
good and lawful title to, the Pre-Funded Warrants free of any lien or encumbrance, except for restrictive legends relating to compliance
with the Securities Act and (b) has all requisite authority to enter into this agreement and perform its obligations hereunder. The Investor
further acknowledges and agrees that the Pre-Funded Warrants may not be sold, transferred, pledged or assigned unless, in addition to
the other procedures set forth in the Pre-Funded Warrants, the recipient of the Pre-Funded Warrants agrees in writing to be subject to
all of the terms and conditions of this letter agreement as if it were an original party hereto.
The
Company acknowledges and agrees that, except for the waivers, consents and agreements set forth above, the surviving obligations under
the Pre-Funded Warrants and the Purchase Agreement remain unmodified and in full force and effect.
[Signature
Pages Follows]
| Very
truly yours, |
|
| |
|
| By: |
/s/
Joseph Lubin |
|
| Name: | Joseph
Lubin |
|
| Title: |
|
|
Signature
Page to Letter Agreement
| Acknowledged and accepted: |
|
| |
|
| SHARPLINK GAMING,
INC. |
|
| |
|
| By: |
/s/
Rob Phythian |
|
| Name: |
Rob Phythian |
|
| Title: |
Chairman and Chief Executive Officer |
|
Signature
Page to Letter Agreement
Exhibit
99.1
SharpLink
Gaming Completes Direct Purchase of 10,000 ETH from
The
Ethereum Foundation
MINNEAPOLIS,
MN, — July 11, 2025 — SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”),
the world’s largest publicly traded company to adopt Ethereum (ETH) as its primary treasury reserve asset, today announced that
the Company has entered into a definitive agreement with the Ethereum Foundation (“EF”), providing for SharpLink to purchase
10,000 ETH on the Ethereum mainnet in exchange for $25,723,680. The per ETH purchase price was $2,572.37; and the transaction closed
on July 10, 2025.
Headquartered
in Zug, Switzerland, EF is one of the principal stewards of the Ethereum ecosystem. Established to support the development and growth
of the Ethereum protocol and its broader community, EF provides funding, coordination and guidance to developers, researchers
and innovators building on Ethereum’s decentralized infrastructure. Ethereum is widely regarded as the leading blockchain platform
for smart contracts and decentralized applications and plays a fundamental role in the evolving Web3 economy.
Commenting
on the transaction, Joseph Lubin, Chairman of SharpLink, Co-Founder of Ethereum and Founder and CEO of Consensys, stated, “At a
time when Ethereum is entering a new era of institutional relevance, we are proud to support the network’s long-term strength and
decentralization mission.”
Continuing,
Lubin said, “This isn’t a trade – it is a commitment to our long-term vision. SharpLink is acquiring, staking and restaking
ETH as responsible industry stewards, removing supply from circulation and reinforcing the health of the Ethereum ecosystem. Moreover,
we see this as the start of something bigger – a model for how mission-driven organizations can work to advance our ecosystem’s
shared goals of decentralization, economic empowerment and protocol-native finance.”
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, 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.
| Investor
Relations Contact: |
Media
Contact: |
| |
|
| Sean
Mansouri, CFA or Aaron D’Souza |
media@sharplink.com |
Elevate
IR
(720)
330-2829
ir@sharplink.com