8-K
Sharplink, Inc. (SBET)
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): September 2, 2025
SHARPLINK
GAMING, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41962 | 87-4752260 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota | 55402 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> symbol | Name<br> 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. ☐
Item7.01 Regulation FD Disclosure.
On September 2, 2025, SharpLink Gaming, Inc. (the “Company”) issued a press release announcing the Company’s ETH holdings to date and net proceeds from the Amended and Restated Sales Agreement, dated August 19, 2025, between the Company, A.G.P./Alliance Global Partners, Canaccord Genuity LLC, SG Americas Securities, LLC, B. Riley Securities, Inc., and Citizens JMP Securities, LLC as Sales Agents (the “ATM Facility”). 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.
Item8.01 Other Events.
ETHUpdate
During the period from August 25, 2025 through August 31, 2025, the Company acquired 39,008 ETH for an aggregate purchase price of approximately $176.7 million (inclusive of fees and expenses) at a weighted average purchase price per ETH of $4,531 (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 August 31, 2025, substantially all of the ETH Holdings were deployed in staking, including through liquid staking (“Staking Activities”). As of August 31, 2025, the Company’s aggregate ETH Holdings were 837,230. As of August 31, 2025, the Company has generated 2,318 ETH staking rewards, since launching its ETH treasury strategy on June 2, 2025. We note that aspects of our Staking Activities may be subject to government regulation and guidance subject to change.
At-the-MarketFacility
During the period from August 25, 2025, through August 29, 2025, the Company sold a total of 2.4 million shares of the Company’s common stock, par value $0.0001 per share, for net proceeds of approximately $46.6 million pursuant to the ATM Facility.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated September 2, 2025 |
| 104 | Cover<br> 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:<br> September 2, 2025 | SHARPLINK GAMING, INC. |
|---|---|
| /s/ Rob Phythian | |
| Rob<br> Phythian | |
| Co-Chief<br> Executive Officer |
Exhibit 99.1
SharpLinkAnnounces Total ETH Holdings Rise to 837,230 as of August 31, 2025
TotalStaking Rewards Increased to 2,318 ETH as of August 31, 2025
MINNEAPOLIS,MN – September 2, 2025 – SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”), one of the world’s largest corporate holders of Ether (“ETH”) and prominent industry advocate of Ethereum adoption, today issued its update on the Company’s ETH purchases for the period Monday, August 25, 2025 through Sunday, August 31, 2025; and capital raised through its At-the-Market (“ATM”) facility during the week Monday, August 25 through Friday, August 29, 2025.
“SharpLink continues to execute our treasury strategy with precision, successfully growing our ETH holdings to 837,230 and consistently earning staking rewards. We remain opportunistic in our capital raising initiatives and will continue to closely monitor market conditions to maximize shareholder value,” stated Joseph Chalom, Co-Chief Executive Officer of SharpLink.
KeyHighlights for the Week Ending August 31, 2025:
| ● | Purchased<br> 39,008 ETH. |
|---|---|
| ● | $46.6<br> million in net proceeds were raised through the ATM facility this past week. |
| ● | Average<br> ETH purchase price for the week was $4,531. |
| ● | Total<br> ETH holdings increased to 837,230, currently valued at over $3.6 billion. |
| ● | Total<br> staking rewards rose to 2,318 ETH since launch of treasury strategy on June 2, 2025. |
| ● | ETH<br> Concentration rose to 3.94, up over 97% since June 2, 2025. |
| ● | Approximately<br> $71.6 million cash and equivalents on hand. |
WeeklyETH and Capital Summary
| Week Ending | ||||||||
|---|---|---|---|---|---|---|---|---|
| Units of ETH (K) | 8/10/25 | 8/17/25 | 8/24/25 | 8/31/25 | ||||
| Beginning Balance | 521.9 | 596.8 | 740.8 | 797.7 | ||||
| ETH Acquired | 74.8 | 143.6 | 56.5 | 39.0 | ||||
| ETH Staking Rewards | 0.1 | 0.3 | 0.4 | 0.5 | ||||
| Ending Balance | 596.8 | 740.8 | 797.7 | 837.2 | ||||
| Avg ETH Purchase Price | $ | 4,051 | $ | 4,648 | $ | 4,462 | $ | 4,531 |
| ETH Concentration* | 3.59 | 3.87 | 3.80 | 3.94 | ||||
| ATM Shares Issued (m) | 13.5 | 6.6 | 18.6 | 2.4 | ||||
| ATM Net Proceeds ($m) | $ | 291.8 | $ | 146.5 | $ | 360.9 | $ | 46.6 |
* To enhance transparency into the Company’s yield performance, SharpLink introduced a new reporting metric called “ETH Concentration.” This metric is calculated by dividing the number of ETH SharpLink holds by each 1,000 assumed diluted shares issued and outstanding (“Assumed Diluted Shares Outstanding”). Assumed Diluted Shares Outstanding represents the sum of (i) SharpLink’s actual shares of common stock issued and outstanding as of the end of each reporting period, inclusive of disclosed ATM sales, plus (ii) the additional shares that would be issued upon the assumed exercise or settlement of all outstanding warrants, pre-funded warrants, stock option awards, and restricted stock units. Notably, Assumed Diluted Shares Outstanding is not calculated using the treasury stock method. It does not account for equity award vesting conditions, stock option exercise prices, or contractual restrictions limiting the convertibility of debt instruments. Additionally, it excludes any assumed share repurchases that would ordinarily be considered under the treasury stock method. Cash-converted basis assumes full cash deployment into ETH at week-ending closing price.
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AboutSharpLink Gaming, Inc.
Headquartered in Minneapolis, Minnesota, SharpLink Gaming, Inc. (Nasdaq: SBET) is one of the world’s largest publicly traded companies to adopt Ether (“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 Ethereum, the world’s leading smart-contract platform and second largest digital asset.
SharpLink is also reimagining the future of online gaming. 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 user experience. Learn more at www.sharplink.com.
Forward-LookingStatement
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 generally 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 balance sheet and income statement results. Additionally, for certain types of crypto assets, the Company may be required to record associated impairment charges reflected in net income as a result of a decrease in the market price of ETH below the cost value at which the Company’s ETH are carried on its balance sheet. 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.
InvestorRelations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
(720) 330-2829
ir@sharplink.com
MediaContact:
media@sharplink.com
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