8-K

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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): March 21, 2025

SHARPLINK

GAMING, INC.

(Exact name of registrant as specified in charter)

Delaware	001-41962	87-4752260
(State<br> of<br><br> <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 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<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))
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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Common<br> Stock	SBET	The<br> 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. ☐

Item3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

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On March 21, 2025, SharpLink Gaming, Inc. (“SharpLink” or the “Company”) received notice (the “Notice”) from the Nasdaq Hearings Panel (the “Hearings Panel”) of The Nasdaq Stock Market, LLC (“Nasdaq”) stating that the Hearings Panel has granted the Company’s request for additional time to achieve compliance with Nasdaq’s continued listing rules and demonstrate long-term compliance with the minimum bid price requirement as set forth in Rule 5550(a)(2) (the “Bid Price Rule”), which requires issuers to maintain a minimum bid price of $1.00 per share on the Nasdaq, and with Listing Rule 5550(b)(1), which requires listed issuers to maintain minimum stockholders’ equity of $2.5 million (the “Equity Rule”). Specifically, the Hearings Panel has agreed to provide the Company until May 23, 2025 to regain compliance with both the Bid Price Rule and the Equity Rule.

As previously disclosed in the Company’s Annual Report on Form 10-K/A filed with the SEC on March 17, 2025, SharpLink requested and received a hearing with the Hearings Panel, which took place on February 25, 2025. Based on the information presented by SharpLink at the hearing, the Hearings Panel determined to grant the Company’s request for an exception to complete its compliance plan.

Accordingly, the Hearings Panel granted the Company’s request for continued listing on the Nasdaq, subject to the following:

1.	On<br> or before May 23, 2025, the Company shall demonstrate compliance with Listing Rules 5550(a)(2),<br> and 5550(b)(1);
2.	On<br> or before May 23, 2025, the Company must file a public disclosure describing any transactions<br> undertaken by the Company to increase its equity and providing an indication of its equity<br> following those transactions. The Company can do so by including in the public filing a balance<br> sheet not older than 60 days with pro-forma adjustments for any significant transactions<br> or events occurring on or before the report date. Alternatively, the Company can provide<br> an affirmative statement in its public filing that, as of the date of the report, the Company<br> believes it remains in compliance with the Equity Rule based upon the specific transactions<br> or events described, after considering anticipated losses through that date. In this later<br> case, the Company must also provide the Hearings Panel and Nasdaq Staff with a balance sheet<br> not older than 60 days with pro-forma adjustments for all significant transactions or events<br> occurring on or before the report date, including adjustments for anticipated losses, if<br> any, incurred through the date of the balance sheet; and
3.	In<br> addition, on or before May 23, 2025, the Company must provide the Hearings Panel with an<br> update on its fundraising plans and updated income projections for the next 12 months, with<br> all underlying assumptions clearly stated.

The Company’s shares of Common Stock will remain listed and eligible for trading on Nasdaq during the period SharpLink works on demonstrating compliance with the Nasdaq listing rules.

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Item5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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2025Compensation Plans for Officers and Non-Employee Directors

As disclosed in the Company’s preliminary proxy statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 21, 2025, on March 19, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of SharpLink approved the Company’s 2025 Executive Compensation Plan (“2025 Executive Plan”). A copy of the approved and adopted 2025 Executive Plan is attached hereto as Exhibit 10.1.

On March 19, 2025, the Board approved and adopted the 2025 Board Compensation Plan, which is attached hereto as Exhibit 10.2.

In connection with the Committee’s approval of the 2025 Executive Plan, amendments to the original executive employment agreements, dated February 13, 2024, entered into by the Company and the Company’s chief executive officer, Mr. Rob Phythian (“CEO Amendment”), and SharpLink’s chief financial officer, Mr. Robert DeLucia (“CFO Amendment”), were approved and adopted by the Committee. The CEO Amendment and the CFO Amendment have been attached hereto as Exhibits 10.3 and 10.4, respectively.

CEO Amendment

In accordance with the 2025 Executive Plan, Mr. Phythian is eligible to receive an increase in his annual base salary to $440,000, with the increase subject to the Company regaining full compliance with the Nasdaq minimum listing requirements, as described in Item 3.01, on or before May 23, 2025. In addition, Mr. Phythian shall be eligible to receive an annual cash bonus equal to up to 50% of the annual base salary, subject to certain performance benchmarks being achieved as determined and approved by the Committee.

In addition, the Company shall directly pay or reimburse Mr. Phythian up to $10,000 annually for the following: i) premiums of a term life insurance policy and ii) if elected, executive health exams not covered by the Company’s prevailing benefits plan. In addition, the Company shall directly pay or reimburse Mr. Phythian up to $12,000 annually for payment of country club annual dues.

Mr. Phythian will be eligible to be granted up to 220,000 RSUs based on certain predefined performance benchmarks being achieved in 2025, as determined and approved by the Committee. Mr. Phythian shall also be eligible to be granted additional equity awards in accordance with the Company’s policies as in effect from time to time, as recommended and approved by the Committee. The granting of any and all future equity awards to Mr. Phythian will be subject to stockholder approval of the increase in the number of shares authorized under the 2023 Equity Incentive Plan – approval which may be sought by the Company pursuant to a Special General Meeting of Stockholders to be held later this year.

The CEO Amendment is for a term of two years (“Phythian Term”), subject to earlier termination, and will be automatically extended for successive one-year periods unless either party gives written notice of termination at least 120 days in advance of the expiration of the Phythian Term or the then-current term, as applicable.

The CEO Amendment provides that if Mr. Phythian is terminated by the Company without cause or if he terminates his employment for good reason, he will be entitled to: i) continuation of the annual base salary at the rate in effect immediately prior to the termination date for 12 months following the termination date paid accordance with the Company’s normal payroll practices, but no less frequently than monthly; and ii) if Mr. Phythian elects to continue group health coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Mr. Phythian for a portion of his COBRA premiums, such that his unreimbursed cost of COBRA premiums does not exceed the cost to Mr. Phythian of such health plan premiums immediately prior to termination, for a period of up to one year after his termination (or until he is no longer eligible for COBRA continuation, if earlier). In addition, Mr. Phythian shall be entitled to severance, payable in a lump sum equal to 100% of the annual base salary.

If employment is terminated by the Company for cause or by Mr. Phythian for other than good reason, Mr. Phythian will be entitled only to the accrued salary and bonus obligations through the date of termination.

The foregoing description of the CEO Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of that agreement, a copy of which is attached as Exhibit 10.3 to and made a part of this Current Report on Form 8-K and is incorporated by reference herein.

CFO Amendment

In accordance with the 2025 Executive Plan, Mr. DeLucia is eligible to receive an increase in his annual base salary to $261,684, with the increase subject to the Company regaining full compliance with the Nasdaq minimum listing requirements, as described in Item 3.01, on or before May 23, 2025. In addition, Mr. DeLucia shall be eligible to receive an annual cash bonus equal to up to 50% of the annual base salary, subject to certain performance benchmarks being achieved as determined and approved by the Committee.

In addition, the Company shall directly pay or reimburse Mr. DeLucia up to $10,000 annually for the following: i) premiums of a term life insurance policy and ii) if elected, executive health exams not covered by the Company’s prevailing benefits plan.

Mr. DeLucia will be eligible to be granted up to 130,842 RSUs based on certain predefined performance benchmarks being achieved in 2025, as determined and approved by the Committee. Mr. DeLucia shall also be eligible to be granted additional equity awards in accordance with the Company’s policies as in effect from time to time, as recommended and approved by the Committee. The granting of any and all future equity awards to Mr. DeLucia will be subject to stockholder approval of the increase in the number of shares authorized under the 2023 Equity Incentive Plan – approval which may be sought by the Company pursuant to a Special General Meeting of Stockholders to be held later this year.

The CFO Amendment is for a term of two years (“DeLucia Term”), subject to earlier termination, and will be automatically extended for successive one-year periods unless either party gives written notice of termination at least 120 days in advance of the expiration of the DeLucia Term or the then-current term, as applicable.

The CFO Amendment provides that if Mr. DeLucia is terminated by the Company without cause or if he terminates his employment for good reason, he will be entitled to: i) continuation of the annual base salary at the rate in effect immediately prior to the termination date for 12 months following the termination date paid accordance with the Company’s normal payroll practices, but no less frequently than monthly; and ii) if Mr. DeLucia elects to continue group health coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Mr. DeLucia for a portion of his COBRA premiums, such that his unreimbursed cost of COBRA premiums does not exceed the cost to Mr. DeLucia of such health plan premiums immediately prior to termination, for a period of up to one year after his termination (or until he is no longer eligible for COBRA continuation, if earlier). In addition, Mr. DeLucia shall be entitled to severance, payable in a lump sum equal to 100% of the annual base salary.

If employment is terminated by the Company for cause or by Mr. DeLucia for other than good reason, Mr. DeLucia will be entitled only to the accrued salary and bonus obligations through the date of termination.

The foregoing description of the CFO Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of that agreement, a copy of which is attached as Exhibit 10.4 to and made a part of this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 7.01	REGULATION FD DISCLOSURE.

On March 25, 2025, SharpLink issued a press release relating to the extension granted to the Company by the Nasdaq Hearings Panel. A copy of the press release is furnished as Exhibit 99.1.

Item9.01	Financial Statements and Exhibits

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Financial Statements

None.

Exhibits

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EXHIBITNO.	DESCRIPTION
10.1	2025 Executive Compensation Plan
10.2	2025 Board Compensation Plan
10.3	Amendment No. 1 to the Executive Employment Agreement, dated, March 19, 2025, between SharpLink Gaming, Inc. and Rob Phythian
10.4	Amendment No. 1 to the Executive Employment Agreement, dated March 19, 2025, between SharpLink Gaming, Inc. and Robert DeLucia
99.1	Press Release titled “SharpLink Gaming Granted Extension by Nasdaq Hearing Panel to Regain Compliance with Continued Listing Requirements,” dated March 26, 2025
104	Coverage Page Interactive Data File (embedded within the Inline XBRL documents)

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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<br> Phythian
	Title:	Chief<br> Executive Officer
Dated:<br> March 26, 2025

EXHIBIT10.1

2025Executive Compensation Plan

Approvedand Adopted by the Compensation Committee on March 19, 2025

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OVERVIEW:Executive Compensation and Analysis

The Compensation Committee is committed to the close alignment of our executive pay programs with Company and individual performance and our stockholders’ interest, while ensuring we can attract and retain key talent in the organization. For 2025, SharpLink’s named executive officers (“NEOs”) are as follows:

●	Rob<br> Phythian, Chief Executive Officer
●	Robert<br> DeLucia, Chief Financial Officer

OurCompensation Philosophy

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SharpLink’s executive compensation program is designed to attract, motivate, retain and fairly reward highly skilled executives who bring the business acumen necessary to achieve our long-term business objectives. We pay for performance and design executive compensation programs that reward short- and long-term performance and align the financial interests of our executive officers with those of our shareholders. To that end, the compensation packages provided to our NEOs include both cash- and equity-based components. We evaluate performance and compensation levels to ensure that:

●	We<br> maintain our ability to attract and retain outstanding employees in executive positions;
●	Executive<br> compensation remains competitive with the compensation paid to similarly situated executives<br> at comparable companies; and
●	Compensation<br> programs are applied in an internally consistent manner.

WhatWe Do in Our Compensation Programs

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●	Establish,<br> communicate and monitor measurable goals and objectives;
●	Review<br> total compensation when making executive compensation decisions;
●	Establish<br> maximum award levels for short- and long-term incentive plans;
●	Assess<br> our programs against peer companies and best industry practices;
●	Encourage<br> executives to set up 10b5-1 programs to properly manage all stock transactions;
●	Avoid<br> incentives that encourage excessive risk;
●	Annually<br> assess risks associated with our compensation program; and
●	Subject<br> incentive compensation of executives to our formal clawback policy.

Rolesof the Compensation Committee, Management and Peer Groups

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Roleof the Compensation Committee

Our Compensation Committee is responsible for establishing the compensation of our NEOs; and oversees administration of the Company’s executive compensation plan, policies and programs, including providing guidance on corporate goals and objectives relating to compensation, short-term bonus (incentive) plans and long-term equity compensation plans, and approval of grants of equity awards.

Roleof Management

Management participates in the review and refinement of our executive compensation program. The CEO meets with Committee members to discuss compensation packages for the NEOs and to review the performance of the Company and each NEO, other than himself, and makes recommendations with respect to the appropriate base salary, annual cash bonus, event-driven bonus(es) and grants of short- and long-term equity awards.

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Roleof Peer Groups, Surveys and Benchmarking

We consider multiple sources of data to evaluate the fairness of potential rewards associated with our compensation structures and whether they meet our compensation objectives. We also consider how our compensation practices compare to market practices among relevant companies in terms of size and/or industry. Among other factors, we carefully evaluate compensation data for executive officer positions for public companies of our size and/or operating in our industry culled from proxy statements filed with the U.S. Securities and Exchange Commission. The Committee may consider competitive market compensation of peer group companies but does not attempt to maintain a certain target percentile within the peer group or otherwise rely solely on such data. The Committee strives to incorporate flexibility into the compensation programs and processes to respond to and adjust for SharpLink’s evolving business and the value delivered by our NEOs.

2025Peer Groups

For 2025, the Committee utilized the following primary criteria to identify its compensation peer group: i) traded on the Nasdaq Stock Market; ii) have market capitalization below $15 million; and iii) operate businesses with focus on sports, technology and digital marketing. The 2025 peer group was comprised of:

●	Connexa<br> Sports Technologies, Inc.
●	Gryphon<br> Digital Mining, Inc.
●	Hall<br> of Fame Resort & Entertainment
●	Marin<br> Software Incorporated
●	Motorsports<br> Games Inc.
●	Nextrip,<br> Inc.
●	Verb<br> Technology Company, Inc.

The key elements of our executive compensation packages for NEOs are base salary, annual cash bonus, one-time cash bonuses for significant milestone events being achieved, equity-based awards and our employee benefits programs.

●	A<br> base salary provides our NEOs with a competitive level of fixed compensation, which reflects<br> individual performance and scope of responsibilities, as well as the competitive market for<br> executive talent; and benefits our shareholders by offering competitive salaries that will<br> allow us to attract and retain talented executives. In determining base salaries for our<br> NEOs, the Committee considers a number of factors including:
○	The<br> scope of responsibilities, prior experience and qualifications;
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○	Past<br> individual performance;
○	Base<br> salary and total compensation relative to other executives in similar positions;
○	Competitive<br> market conditions and market data; and
○	Recommendations<br> of the CEO, other than with respect to his own compensation.
●	An<br> annual cash bonus rewards our NEOs for achieving Company and individual goals over the course<br> of the year; and benefits our shareholders by ensuring our NEOs remain focused on meeting<br> key short-term business objectives and performance metrics. We offer our NEOs the opportunity<br> to earn annual cash bonuses based on achieving performance against Committee-approved performance<br> goals. The Committee, in its sole discretion, with respect to the CEO and in collaboration<br> with the CEO for all other NEOs, determines whether and to what extent annual cash bonuses<br> shall be paid to each NEO.
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●	One-time<br> cash bonuses reward our NEOs who play a material role in a significant milestone achieved<br> by the Company, e.g., completing a strategic acquisition that has positive impact on SharpLink’s<br> overall financial performance or raising mission critical growth capital. The Committee,<br> in its sole discretion, with respect to the CEO and in collaboration with the CEO for all<br> other NEOs, determines whether and to what extent one-time cash bonuses are paid to each<br> NEO based on the materiality of each significant milestone achieved.
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●	Equity-based<br> awards incentivize our NEOs, designed to drive achievement of long-term operational and financial<br> goals and increased shareholder value, as well as to attract and retain key talent over a<br> sustained time period. The Committee sets each NEOs’ equity based awards on their respective<br> role and responsibilities, internal equity considerations, competitive market conditions<br> and data and target direct compensation.
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●	In<br> addition to the primary elements of compensation described above, the NEOs may participate<br> in benefits programs generally available to our employees. In addition, our CEO and CFO are<br> entitled to receive monthly cash consideration for certain expenses, including term life<br> insurance policy premiums, executive health exams not covered by prevailing health benefit<br> plan and/or country club fees, as applicable.
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2025Key Performance Indicators (“KPIs”) for Company = Goal Weighting – 50%

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●	Work<br> to regain and maintain compliance with Nasdaq’s continued listing requirements.
●	Negotiate<br> and close on a minority investment in a crypto gaming company and identify and pursue other<br> strategic growth opportunities within the global sports betting and iGaming markets that<br> can assist the Company in creating enduring value for SharpLink’s stockholders, drive<br> material year-over-revenue growth and achieve and sustain positive cash flow from operations<br> prior to yearend.
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●	Raise<br> a minimum of $5 million via a registered public offering(s) in 2025 through a respected investment<br> banking firm(s) with expertise in technology, sports betting, iGaming and/or crypto gaming<br> sectors.
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●	Secure<br> an Equity Line of Credit for a minimum of $7.5 million in 2025.
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●	Ensure<br> the annual 10-K, quarterly 10-Qs, current reports on Form 8-K, Form 4s, updated prospectus<br> supplements and other disclosure documentation are timely filed with the SEC.
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2025KPIs for NEOs = Goal Weighting – 50%

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●	Rob<br> Phythian, CEO – Rob is charged with executing on the Company’s vision and strategic<br> growth objectives, with particular emphasis on improving overall business performance, improving<br> systems and processes, optimizing performance of individual business segments and driving<br> cost and operational efficiencies across the enterprise, which collectively result in increased<br> shareholder value.
●	Robert<br> DeLucia, CFO – A strategic partner to the CEO, Bob is charged with overseeing and managing<br> the Company’s the overall Company’s financial position and activities such as<br> the audit, accounting and SEC reporting activities with emphasis on achieving measurable<br> improvements in treasury and cash management; forecasting accuracy and accountability; capital<br> formation strategic initiatives by successfully leveraging debt and equity vehicles, as/when<br> appropriate; and timely management of all SEC filings and state and federal tax filings.<br> Bob is also tasked with managing the Company’s stock option plan platform, OptionTrax.
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2025Compensation Programs for NEOs

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●	Rob<br> Phythian, CEO
○	Base<br> salary*: $440,000
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○	Annual<br> Cash Bonus: Up to 50% of base salary, or $220,000
○	Restricted<br> Stock Units: Up to 220,000 which shall vest on December 31, 2025, subject to stockholder<br> approval of an increase in the shares authorized under the 2023 Equity Incentive Plan –<br> approval which may be sought by the Company pursuant to a Special General Meeting of Stockholders<br> to be held later this year.
○	One-time<br> discretionary cash and/or equity bonuses as and when determined and approved by the Compensation<br> Committee for the achievement of major accomplishments that positively impact the Company.
○	All<br> Other Compensation: Up to $22,000 annually to cover costs for term life insurance policy,<br> executive health exams not covered by prevailing health benefit plan and country club dues
●	Robert<br> DeLucia, CFO
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○	Base<br> salary*: $261,684
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○	Annual<br> Cash Bonus: Up to 50% of base salary, or $130,842
○	Restricted<br> Stock Units: Up to 130,842 which shall vest on December 31, 2025, subject to stockholder<br> approval of an increase in the shares authorized under the 2023 Equity Incentive Plan –<br> approval which may be sought by the Company pursuant to a Special General Meeting of Stockholders<br> to be held later this year.
○	One-time<br> discretionary cash and/or equity bonuses as and when determined and approved by the Compensation<br> Committee for the achievement of major accomplishments that positively impact the Company.
○	All<br> Other Compensation: Up to $10,000 annually to cover costs for a term life insurance policy<br> and executive health exams not covered by prevailing health benefit plan

*Payment of any and all increases in base salary, as compared to the NEOs 2024 base salary, shall be subject to the Company regainingfull compliance with Nasdaq’s Continued Listing Rules on or before May 23, 2025.

EXHIBIT10.2

2025Board Compensation Plan

Approvedand Adopted by the Compensation Committee on March 19, 2025

Director compensation is set by the Board of Directors upon the recommendation of the Compensation Committee. The Compensation Committee conducts an annual review of non-employee director compensation, including consideration of analysis of director compensation for the same peer group used by the Compensation Committee for the assessment of executive compensation. For 2025, non-employee directors will receive compensation for services as directors pursuant to this 2025 Board Compensation Plan adopted by the Board of Directors on March 19, 2025. Pursuant to this 2025 Board Compensation Plan, non-employee directors will receive:

●	A<br> base annual fee of $35,000 for services, payable monthly.
●	Additional<br> cash compensation for services on Committees.
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○	Directors<br> who serve as the Chair of the Audit or Compensation Committee will receive $15,000 annually,<br> payable quarterly at the end of each calendar quarter, or on March 31, 2024; June 30, 2025;<br> September 30, 2025; and December 31, 2025.
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○	Directors<br> serving on the Audit and Compensation Committees, and are not already receiving compensation<br> for serving as the Chair of one of those committees, will receive $10,000 annually, payable<br> quarterly at the end of each calendar quarter, or on March 31, 2025; June 30, 2025; September<br> 30, 2025; and December 31, 2025.
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●	Equity<br> consideration issuable as follows:
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○	Each<br> of the non-employee directors will be eligible to be granted up to 80,000 Restricted Stock Units (“RSUs”) in 2025, subject<br> to stockholder approval of an increase in the shares authorized under the 2023 Equity Incentive Plan – approval which may be<br> sought by the Company pursuant to a Special General Meeting of Stockholders to be held later this year.
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*Payment of any and all increases in base annual fees, as compared to 2024 base annual fees paid to non-employee directors subject tothe 2024 Board Compensation Plan, shall be subject to the Company regaining full compliance with Nasdaq’s Continued Listing Ruleson or before May 23, 2025.

EXHIBIT10.3

AMENDMENTNO. 1

TOTHE EXECUTIVE EMPLOYMENT AGREEMENT

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This Amendment No. 1 (“Amendment”) to the Executive Employment Agreement, dated February 13, 2024, (the “Agreement”), is made and entered into as of March 19, 2025, by and between SharpLink Gaming, Inc., a Delaware corporation (the “Company”), and Rob Phythian, an individual (“Executive”). Each of the Company and Executive is a “Party” to this Amendment and the Company and Executive, collectively, the “Parties” hereto.

RECITALS

WHEREAS, the Company and the Executive desire to amend the Agreement to revise certain terms, conditions and obligations of the Parties with respect to the Executive’s employment in the Company.

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree to amend the Agreement as follows:

1.	Section<br> 2 of the Agreement is hereby deleted in its entirety, and in its place the following is inserted:

“2.Compensation and Related Matters.

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a.	Annual Base Salary. Executive shall receive a base salary at the rate of $440,000 per annum<br> (the “Annual Base Salary”), subject to withholdings and deductions and which<br> shall be paid to Executive in accordance with the customary payroll practices and procedures<br> of the Company. Such Annual Base Salary shall be reviewed by the Board’s Compensation<br> Committee not less than annually and may be adjusted from time to time.
b.	Annual Bonus. Commencing in the calendar year 2025 and each calendar year thereafter during<br> Executive’s employment with the Company, Executive will be eligible to receive a discretionary<br> annual performance bonus, with a target achievement of up to 50% of the Annual Base Salary<br> (the “Annual Bonus”). The amount of the Annual Bonus that shall be payable<br> shall be based on the achievement of predetermined performance goals to be determined by<br> the Board, in its sole discretion. The amount of any Annual Bonus for which Executive is<br> eligible shall be reviewed by the Board from time to time, provided that that target<br> achievement for the Annual Bonus shall not be less than up to 50% of the Annual Base Salary.<br> Any Annual Bonus earned by Executive pursuant to this section shall be paid to Executive<br> in accordance with Company policies, less authorized deductions and required withholding<br> obligations, and is payable within 75 days following the end of the calendar year, ended<br> December 31.
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c.	Benefits. Executive shall participate in such full-time employee and executive benefit plans<br> and programs as the Company may from time to time offer to senior executives of the Company,<br> subject to the terms and conditions of such plans, including, without limitation, an executive<br> family medical package.
d.	Life Insurance and Executive Health Exams. The Company shall directly pay or reimburse<br> Executive for the premiums of a term life insurance policy and, if elected, executive health<br> exams not covered by the Company’s prevailing benefits plan, up to a maximum of $10,000<br> annually. If Executive’s employment terminates for any or no reason, the Company shall<br> have no obligation to continue to bear the costs of the life insurance policy for Executive,<br> but Executive may choose to assume responsibility for payments required to continue the policy.
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e.	Vacation. Executive shall be entitled to 30-days of paid time-off for vacation, as well as<br> sick leave, holidays and other paid time-off benefits provided by the Company from time to<br> time which are applicable to the Company’s executive officers in accordance with Company<br> policy. The opportunity to take paid time off is contingent upon Executive’s workload<br> and ability to manage his schedule.
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f.	Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket<br> travel and other business expenses incurred by Executive in the performance of Executive’s<br> duties to the Company in accordance with the Company’s applicable expense reimbursement<br> policies and procedures as in effect from time to time.”
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2.	Section<br> 3 of the Agreement is hereby deleted in its entirety and in its place the following is inserted:
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“3.Equity Awards.

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a.	Restricted Stock Units. Subject to approval by the Board and further subject to the Company<br> seeking and obtaining stockholder approval to increase the number of equity awards authorized<br> under the Company’s 2023 Equity Incentive Plan (the “Plan”) during the<br> fiscal year 2025, Executive shall be granted 220,000 Restricted Stock Units (“RSUs”)<br> (the “Award”), with each RSU representing an unfunded, unsecured right for the<br> Executive to receive one (1) share of the Company’s common stock. Subject to the terms<br> of the Plan and the Restricted Stock Unit Award Agreement, including without limitation,<br> fulfillment of the employment requirements set forth in Section 1 herein, the Award will<br> vest on December 31, 2025.
b.	Additional Equity Awards. Executive shall be eligible to be granted additional equity awards<br> in accordance with the Company’s policies as in effect from time to time, as recommended<br> by the Compensation Committee and approved by the Board of Directors.”
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3.	Except<br> as set forth above, all of the terms, conditions and provisions of the Agreement shall be<br> and remain in full force and effect. Capitalized terms used but not defined herein shall<br> have the meanings given to them in the Agreement. This Amendment shall be effective as of<br> January 1, 2025.
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[SIGNATUREPAGE TO THE AMENDMENT FOLLOWS]

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INWITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed on the date first written above.

“COMPANY”
SHARPLINK GAMING, INC.
/s/ Obie McKenzie
Signature
Name:<br> Obie McKenzie
Chairman<br> of the Compensation Committee
	“EXECUTIVE”
	Rob Phythian
	/s/ Rob Phythian
	Executive’s<br> Signature

EXHIBIT10.4

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AMENDMENTNO. 1

TOTHE EXECUTIVE EMPLOYMENT AGREEMENT

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This Amendment No. 1 (“Amendment”) to the Executive Employment Agreement, dated February 13, 2024, (the “Agreement”), is made and entered into as of March 19, 2025, by and between SharpLink Gaming, Inc., a Delaware corporation (the “Company”), and Robert DeLucia, an individual (“Executive”). Each of the Company and Executive is a “Party” to this Amendment and the Company and Executive, collectively, the “Parties” hereto.

RECITALS

**WHEREAS,**the Company and the Executive desire to amend the Agreement to revise certain terms, conditions and obligations of the Parties with respect to the Executive’s employment in the Company.

NOW,THEREFORE, for and in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree to amend the Agreement as follows:

1.	Section<br> 2 of the Agreement is hereby deleted in its entirety, and in its place the following is inserted:

“2.Compensation and Related Matters.

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a.	Annual Base Salary. Executive shall receive a base salary at the rate of $261,684 per annum<br> (the “Annual Base Salary”), subject to withholdings and deductions and which<br> shall be paid to Executive in accordance with the customary payroll practices and procedures<br> of the Company. Such Annual Base Salary shall be reviewed by the Board’s Compensation<br> Committee not less than annually and may be adjusted from time to time.
b.	Annual Bonus. Commencing in the calendar year 2025 and each calendar year thereafter during<br> Executive’s employment with the Company, Executive will be eligible to receive a discretionary<br> annual performance bonus, with a target achievement of up to 50% of the Annual Base Salary<br> (the “Annual Bonus”). The amount of the Annual Bonus that shall be payable<br> shall be based on the achievement of predetermined performance goals to be determined by<br> the Board, in its sole discretion. The amount of any Annual Bonus for which Executive is<br> eligible shall be reviewed by the Board from time to time, provided that that target<br> achievement for the Annual Bonus shall not be less than up to 50% of the Annual Base Salary.<br> Any Annual Bonus earned by Executive pursuant to this section shall be paid to Executive<br> in accordance with Company policies, less authorized deductions and required withholding<br> obligations, and is payable within 75 days following the end of the calendar year, ended<br> December 31.
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c.	Benefits. Executive shall participate in such full-time employee and executive benefit plans<br> and programs as the Company may from time to time offer to senior executives of the Company,<br> subject to the terms and conditions of such plans, including, without limitation, an executive<br> family medical package.
d.	Life Insurance and Executive Health Exams. The Company shall directly pay or reimburse<br> Executive for the premiums of a term life insurance policy and, if elected, executive health<br> exams not covered by the Company’s prevailing benefits plan, up to a maximum of $10,000<br> annually. If Executive’s employment terminates for any or no reason, the Company shall<br> have no obligation to continue to bear the costs of the life insurance policy for Executive,<br> but Executive may choose to assume responsibility for payments required to continue the policy.
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e.	Vacation. Executive shall be entitled to 30-days of paid time-off for vacation, as well as<br> sick leave, holidays and other paid time-off benefits provided by the Company from time to<br> time which are applicable to the Company’s executive officers in accordance with Company<br> policy. The opportunity to take paid time off is contingent upon Executive’s workload<br> and ability to manage his schedule.
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f.	Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket<br> travel and other business expenses incurred by Executive in the performance of Executive’s<br> duties to the Company in accordance with the Company’s applicable expense reimbursement<br> policies and procedures as in effect from time to time.”
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2.	Section<br> 3 of the Agreement is hereby deleted in its entirety and in its place the following is inserted:
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“3.Equity Awards.

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a.	Restricted Stock Units. Subject to approval by the Board and further subject to the Company<br> seeking and obtaining stockholder approval during the 2025 fiscal year to increase the number<br> of equity shares authorized under the Company’s 2023 Equity Incentive Plan (the “Plan”),<br> Executive shall be granted 130,842 Restricted Stock Units (“RSUs”) (the “Award”),<br> with each RSU representing an unfunded, unsecured right for the Executive to receive one<br> (1) share of the Company’s common stock. Subject to the terms of the Plan and the Restricted<br> Stock Unit Award Agreement, including without limitation, fulfillment of the employment requirements<br> set forth in Section 1 herein, the Award will vest on December 31, 2025.
b.	Additional Equity Awards. Executive shall be eligible to be granted additional equity awards<br> in accordance with the Company’s policies as in effect from time to time, as recommended<br> by the Compensation Committee and approved by the Board of Directors.”
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3.	Except<br> as set forth above, all of the terms, conditions and provisions of the Agreement shall be<br> and remain in full force and effect. Capitalized terms used but not defined herein shall<br> have the meanings given to them in the Agreement. This Amendment shall be effective as of<br> January 1, 2025.
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[SIGNATUREPAGE TO THE AMENDMENT FOLLOWS]

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INWITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed on the date first written above.

“COMPANY”
SHARPLINK GAMING, INC.
/s/ Rob Phythian
Signature
Name:<br> Rob Phythian
Title:<br> Chief Executive Officer
	“EXECUTIVE”
	Robert DeLucia
	/s/ Robert DeLucia
	Executive’s Signature

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Exhibit99.1

SharpLinkGaming Granted Extension by Nasdaq Hearings Panel to Regain Compliance with Continued Listing Requirements

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MINNEAPOLIS– March 26, 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 received notice from the Nasdaq Listing Qualifications Panel (the “Hearings Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Hearings Panel has granted the Company additional time to achieve compliance with the minimum bid price requirement as set forth in Listing Rule 5550(a)(2) (the “Bid Price Rule”), which requires issuers to maintain a minimum bid price of $1.00 per share on the Nasdaq; and Listing Rule 5550(b)(1), which requires listed issuers to maintain minimum stockholders’ equity of $2.5 million (the “Equity Rule”). Specifically, the Hearings Panel has agreed to provide the Company until May 23, 2025 to regain compliance with both the Bid Price Rule and the Equity Rule.

“We are delighted that the Hearings Panel approved of our plan and granted us the time we require to regain compliance and return to good standing with Nasdaq. We are moving forward with executing several important related initiatives and intend to work relentlessly to ensure that each of our compliance goals are achieved,” stated Rob Phythian, Chairman and Chief Executive Officer of SharpLink.

As previously disclosed in the Company’s Annual Report on Form 10-K/A filed with the SEC on March 17, 2025, SharpLink requested and received a hearing with the Hearings Panel, which took place on February 25, 2025. Based on the information presented by SharpLink at the hearing, the Hearings Panel determined to grant the Company’s request for an exception to complete its compliance plan.

The Panel granted the Company’s request for continued listing on the Nasdaq, subject to the following:

1.	On<br> or before May 23, 2025, the Company shall demonstrate compliance with Listing Rules 5550(a)(2),<br> and 5550(b)(1);
2.	On<br> or before May 23, 2025, the Company must file a public disclosure which describes any transactions<br> undertaken by the Company to increase its equity and provides an indication of its equity<br> following those transactions. The Company can do so by including in the public filing a balance<br> sheet not older than 60 days with pro-forma adjustments for any significant transactions<br> or events occurring on or before the report date. Alternatively, the Company can provide<br> an affirmative statement in its public filing that, as of the date of the report, the Company<br> believes it remains in compliance with the Equity Rule based upon the specific transactions<br> or events described, after considering anticipated losses through that date. In this later<br> case, the Company must also provide the Hearings Panel and Nasdaq Staff with a balance sheet<br> not older than 60 days with pro-forma adjustments for all significant transactions or events<br> occurring on or before the report date, including adjustments for anticipated losses, if<br> any, incurred through the date of the balance sheet; and
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3.	In<br> addition, on or before May 23, 2025, the Company must provide the Hearings Panel with an<br> update on its fundraising plans and updated income projections for the next 12 months, with<br> all underlying assumptions clearly stated.
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The Company’s Common Stock will remain listed and eligible for trading on Nasdaq during the period SharpLink works on demonstrating compliance with the Nasdaq listing rules.

AboutSharpLink Gaming, Inc.

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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-LookingStatements

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.

CONTACTINFORMATION:

INVESTOR AND MEDIA RELATIONS

ir@sharplink.com

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