UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 10, 2025, SharpLink Gaming, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors to sell in a registered direct offering (the “Offering”) an aggregate of 18,382,353 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”).
The price per Share was $21.76, and the gross proceeds from the Offering, before deducting the placement agent fees, financial advisor fees, and offering expenses, were approximately $400 million. The Company intends to use the net proceeds received from the Offering to acquire Ether, the native cryptocurrency of the Ethereum blockchain commonly referred to as “ETH” as well as for general working capital purposes.
The Shares were offered and sold pursuant to a prospectus, dated May 30, 2025, and a prospectus supplement, dated August 10, 2025, in connection with a takedown from the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-287708).
The Purchase Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The Purchase Agreement also contains customary conditions to closing, termination rights of the parties, certain indemnification obligations of the Company and ongoing covenants for the Company.
On August 10, 2025, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), as sole placement agent (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection with the Offering. Cantor Fitzgerald & Co., (“Cantor”) acted as financial advisor to the Company pursuant to an engagement letter with the Company (the “Engagement Letter”). Pursuant to the Placement Agent Agreement, the Company will pay the Placement Agent a cash fee equal to 2.5% of the aggregate gross proceeds raised from the sale of the shares sold in the Offering less the fees to be paid to Cantor as financial advisor.
The Placement Agent Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The Offering is expected to close on August 12, 2025.
A copy of the opinion of Thompson Hine LLP relating to the legality of the Shares offered by the Company in the Offering is attached as Exhibit 5.1 hereto.
The descriptions of terms and conditions of the Purchase Agreement and the Placement Agent Agreement set forth herein do not purport to be complete and are qualified in their entirety by the full text of the form of Purchase Agreement and the Placement Agent Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference. Accordingly, the Purchase Agreement and Placement Agent Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and Placement Agent Agreement and not to provide investors with any other factual information regarding the Company or its business and investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission (“SEC”) for any other such factual information.
This Current Report on Form 8-K does not constitute an offer to sell the securities or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “intends,” “potential,” “suggests,” “assuming,” “designed” and similar expressions are intended to identify forward-looking statements. These statements are based on the Company’s current beliefs and expectations. These forward-looking statements include statements regarding the expected net proceeds therefrom. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this release due to the risks and uncertainties associated with market conditions and risks and uncertainties inherent in the Company’s business; and other risks described in the Company’s filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Item 8.01 Other Events.
Press Release
On August 11, 2025, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Thompson Hine LLP, dated August 12, 2025 | |
| 10.1 | Form of Securities Purchase Agreement, dated August 10, 2025, by and between the Company and the Purchasers named therein. | |
| 10.2 | Placement Agent Agreement | |
| 23.1 | Consent of Thompson Hine LLP (included in Exhibit 5.1 above). | |
| 99.1 | Press Release, dated August 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.
| Date: August 12, 2025 | SHARPLINK GAMING, INC. |
| /s/ Rob Phythian | |
| Rob Phythian | |
| Chief Executive Officer |