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): August 5, 2025
| SHARPLINK GAMING, INC. | ||
|---|---|---|
| (Exact<br> 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 August 5, 2025, SharpLink Gaming, Inc. (the “Company”) issued a press release announcing the Company’s ETH holdings to date and net proceeds from the Sales Agreement, dated May 30, 2025, as amended, between the Company and A.G.P./Alliance Global Partners, as Sales Agent (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 July 28, 2025 through August 3, 2025, the Company acquired 83,561 ETH for an aggregate purchase price of approximately $303.7 million (inclusive of fees and expenses) at a weighted average purchase price per ETH of $3,634 (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 3, 2025, substantially all of the ETH Holdings were deployed in staking, including through liquid staking (“Staking Activities”). In connection with our current liquid staking activities, we will incur impairment charges for accounting purposes and these impairment charges will be material in the reporting period ended June 30, 2025. As of August 3, 2025, the Company’s aggregate ETH Holdings were 521,939. As of August 3, 2025, the Company has generated 929 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 July 28, 2025, through August 1, 2025, the Company sold a total of 13.6 million shares of the Company’s common stock, par value $0.0001 per share, for net proceeds of approximately $264.5 million pursuant to the ATM Facility.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated August 5, 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> August 5, 2025 | SHARPLINK GAMING, INC. |
|---|---|
| /s/ Rob Phythian | |
| Rob<br> Phythian | |
| Chief<br> Executive Officer |
Exhibit 99.1
SharpLinkIncreases Total ETH Holdings to 521,939 as of August 3, 2025; Raised $264.5 Million in ATM Net Proceeds for Week of July 28 – August1, 2025
TotalStaking Rewards Increase to 929 ETH as of August 3, 2025
MINNEAPOLIS,MN – August 5, 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 weekly update on the Company’s ETH purchases for the period Monday, July 28, 2025 through Sunday, August 3, 2025; and capital raised through its At-the-Market (“ATM”) facility during the week Monday, July 28 through Friday, August 1, 2025.
KeyHighlights for the Week Ending August 3, 2025
| ● | Purchased<br> 83,561 ETH. |
|---|---|
| ● | $264.5<br> million in net proceeds were raised through the ATM facility this week. |
| --- | --- |
| ● | Average<br> ETH purchase price for the week was $3,634. |
| --- | --- |
| ● | Total<br> ETH holdings increased to 521,939, up 19% from the prior week’s total of 438,190 ETH. |
| --- | --- |
| ● | Total<br> staking rewards rose to 929 ETH since launch of treasury strategy on June 2, 2025. |
| --- | --- |
| ● | ETH<br> Concentration* rose to 3.66 from 3.40 week over week, up 83% since launch of treasury strategy<br> on June 2, 2025. |
| --- | --- |
“SharpLink remains deeply committed to its mission of creating enduring shareholder value by building the largest and most trusted ETH treasury company. To accelerate our strategy, we are diligently evaluating a range of capital formation opportunities, including debt, equity and equity-linked offerings designed to increase our ETH holdings and grow ETH Concentration. Our efforts are designed to optimize capital efficiency and reinforce our long-term alignment with Ethereum’s role as the foundational infrastructure of decentralized finance,” stated Joseph Chalom, Co-CEO of SharpLink.
WeeklyETH and Capital Summary
| Week Ending | ||||||||
|---|---|---|---|---|---|---|---|---|
| Units of ETH (K) | 7/13/25 | 7/20/25 | 7/27/25 | 8/3/25 | ||||
| Beginning Balance | 206.0 | 280.7 | 360.8 | 438.2 | ||||
| ETH Acquired | 74.7 | 79.9 | 77.2 | 83.6 | ||||
| ETH Staking Rewards | 0.1 | 0.2 | 0.2 | 0.2 | ||||
| Ending Balance | 280.7 | 360.8 | 438.2 | 521.9 | ||||
| Avg ETH Purchase Price | $ | 2,852 | $ | 3,238 | $ | 3,756 | $ | 3,634 |
| ETH Concentration* | 2.46 | 3.06 | 3.40 | 3.66 | ||||
| ATM Shares Issued (m) | 24.6 | 3.8 | 10.8 | 13.6 | ||||
| ATM Net Proceeds ($m) | $ | 413.0 | $ | 96.6 | $ | 279.2 | $ | 264.5 |
* 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.
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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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