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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 1934
Date of Report (date of earliest event reported): May 1, 2025
SHARPLINK GAMING, INC.
(Exact name of registrant as specified in charter)
| Delaware | 001-41962 | 87-4752260 | ||
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(State 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)
(Former Name or Former Address, is 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 (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)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 2, 2025, SharpLink Gaming, Inc. (“SharpLink” or the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”). The Amendment provides for a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock (“Common Stock”), par value $0.0001 per share, at a ratio of 1-for-12, effective as of 5:00 p.m. Eastern Time on May 5, 2025.
As a result of the Reverse Stock Split, every 12 shares (old) of issued and outstanding Common Stock of SharpLink will automatically be combined into 1 share (new) of its Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split; instead, any fractional shares will be rounded to the nearest whole share (with half shares rounded down).
The Company’s Common Stock will begin trading on The Nasdaq Capital Market on a post-split basis when the market opens on May 6, 2025 under the existing trading symbol “SBET” and new CUSIP number 820014405.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 1, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished at Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc. | |
| 99.1 | Press Release dated May 1, 2025, titled “SharpLink Gaming Announces One-for-12 Reverse Stock Split” | |
| 104 | Cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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: May 2, 2025 | ||
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SHARPLINK GAMING, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
FIRST: The present name of the corporation (hereinafter called the “Corporation”) is SHARPLINK GAMING, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. The original certificate of incorporation of this corporation (the “Original Certificate”) was filed with the Secretary of State of the State of Delaware on January 26, 2022 under the name SharpLink Gaming, Inc. The Amended and Restated Certificate of Incorporation was originally filed with the Secretary of the State of Delaware on February 13, 2024, and has been amended by a Certificate of Designation of the Series A-1 Preferred Stock of SharpLink Gaming, Inc. filed with the Secretary of State on February 13, 2024, and a Certificate of Designation of the Series B Preferred Stock of SharpLink Gaming, Inc. filed with the Secretary of State on February 13, 2024 (the “Amended and Restated Certificate of Incorporation,” as so amended, the “Certificate of Incorporation”).
SECOND: That at a meeting of the Board of Directors of the Corporation held on April 23, 2025, the Board of Directors adopted the following resolutions setting forth an amendment to the Certificate of Incorporation of the Company, having declared said amendment to be advisable, in order to effect a reverse stock split of the Common Stock on the terms set forth therein:
RESOLVED, Article 4 of the Certificate of Incorporation is hereby amended by adding the following new paragraph:
4.4 “As of 5:00 p.m. New York time on May 5, 2025 (the “Effective Time”) , each twelve (12) shares of Common Stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Any fractional share that remains (determined in good faith by the transfer agent) after all shares held of record by a holder of the Common Stock have been combined consistent with the Reverse Stock Split shall be rounded to the nearest whole share number of Common Stock (half-shares will be rounded down). Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
FURTHER RESOLVED, that the Board of Directors of the Corporation hereby retains the right to abandon the Reverse Stock Split effected by the prior paragraph, and to withdrawal of this Certificate of Amendment, at any time prior to the Effective Time without further action by the stockholders;
THIRD: The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 211 and 242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 2nd day of May, 2025.
| SHARPLINK GAMING, INC. | ||
| By: | /s/ Rob Phythian | |
| Name: | Rob Phythian | |
| Title: | Chief Executive Officer | |
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EXHIBIT 99.1
SharpLink Gaming Announces 1-for-12 Reverse Stock Split
MINNEAPOLIS – May 1, 2025 – SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”), an online performance-based marketing company serving the U.S. sports betting and global iGaming industries, today announced that it will effect a 1-for-12 reverse stock split of its outstanding common stock. The reverse stock split will be effective for trading purposes as of the commencement of trading on May 6, 2025.
The reverse stock split is intended to increase the per share trading price of SharpLink’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market (Rule 550(a)(1)). SharpLink’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “SBET” and under a new CUSIP number, 820014405. As a result of the reverse stock split, every twelve pre-split shares of common stock outstanding will become one share of common stock. The reverse split will also apply to common stock issuable upon the exercise of SharpLink’s outstanding warrants and stock options. The reverse stock split will not proportionately reduce the number of shares of authorized common stock, as permitted under Delaware law.
SharpLink’s transfer agent, Equiniti Trust Company, LLC, which is also acting as the exchange agent for the reverse split, will provide instructions to stockholders regarding the process for exchanging share certificates. Any fractional shares of common stock resulting from the reverse stock split will be rounded to the nearest whole post-split share (half shares will be rounded down) and no stockholders will receive cash in lieu of fractional shares. For assistance from Equiniti, please call 877-248-6417 or 718-921-8317.
About SharpLink Gaming, Inc.
Headquartered in Minneapolis, Minnesota, SharpLink is 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. In fact, PAS.net won industry recognition as the European online gambling industry’s Top Affiliate Website and Top Affiliate Program for four consecutive years by both igamingbusiness.com and igamingaffiliate.com. 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 Statements
This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business through strategic growth opportunities, the potential benefits of the Company’s products, services and technologies 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, government regulation of online betting, 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 and its competitors, general economic conditions and other risk factors detailed in the Company’s annual report and other filings with the SEC. The Company does not undertake any responsibility to update the forward-looking statements in this release.
CONTACT INFORMATION:
INVESTOR AND MEDIA RELATIONS
ir@sharplink.com
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