UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No.1)
CURRENT REPORT
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EXPLANATORY NOTE
This Current Report on Form 8-K/A is being filed by SharpLink Gaming, Inc. (the “Company”) as an amendment (the “Amendment”)
to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on July 25, 2025, to announce the
preliminary results of the Company’s 2025 special meeting of stockholders held on July 24, 2025 (the “Special Meeting”).
This Amendment is being filed to disclose the final certified voting results reported by the inspector of election for the Special Meeting
(the “Inspector of Election”).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 24, 2025, the Company convened the Special Meeting virtually via live webcast. Only stockholders of record at the close of business on June 18, 2025, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 62,125,336 shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting. Based on the certified final voting results received from the Inspector of Election, present at the meeting or by proxy were holders of 35,082,620 shares of the Company’s common stock, which represented approximately 56% of the voting power of all shares of common stock as of the record date and constituted a quorum for the transaction of business at the Special Meeting.
The stockholders of the Company voted on the following two proposals at the Special Meeting:
| 1. | To adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company; and |
| 2. | To adopt the Amended and Restated Equity Incentive Plan. |
The final results of each proposal as certified by the Inspector of Election were as follows:
Proposal No. 1 - Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 34,648,965 | 406,442 | 27,213 | - | |||||||||||
Based on the final votes set forth above, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock.
Proposal No. 2 - Approval of the Amended and Restated Equity Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 19,090,752 | 187,399 | 1,154,361 | 14,650,108 | |||||||||||
Based on the final votes set forth above, the stockholders approved the Amended and Restated Equity Incentive Plan.
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. | ||
| By: | /s/ Rob Phythian | |
| Name: | Rob Phythian | |
| Title: | Chief Executive Officer | |
| Dated: July 28, 2025 | ||