IL0010826191
SharpLink Gaming Ltd. Completes Domestication Merger with SharpLink Gaming, Inc.
MINNEAPOLIS, Feb. 13, 2024 (GLOBE NEWSWIRE) — SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink Israel”) today announced that effective today, February 13, 2024, SharpLink Israel has completed its previously announced change of jurisdiction of incorporation from Israel to the State of Delaware through an agreement and plan of merger (“Merger Agreement”) with SharpLink Gaming, Inc. (“SharpLink US”). Pursuant to the Merger Agreement, which was approved by shareholders at an Extraordinary Meeting of Shareholders held on December 6, 2023, SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink US, has merged with and into SharpLink Israel, with SharpLink Israel surviving the merger and becoming a wholly owned subsidiary of SharpLink US.
Each outstanding ordinary and preferred share of SharpLink Israel will automatically be exchanged for one share of SharpLink US’s common stock or preferred stock, as applicable, and all outstanding options and warrants to purchase ordinary shares of SharpLink Israel will convert to the options and warrants to purchase the same number of shares of common stock of SharpLink US under similar terms. For more detailed information regarding the domestication merger, please refer to the definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 23, 2023.
SharpLink US’s common stock will commence trading on the Nasdaq Capital Market under the same trading symbol, SBET, effective at the market open tomorrow, February 14, 2024. The new CUSIP number for SharpLink US’ common stock is 820014108.
Changes to Board of Directors
In connection with the completion of the domestication merger, Joseph Housman, Paul Abdo, Scott Pollei and Thomas Doering resigned as directors of SharpLink Israel and SharpLink US. Remaining on the SharpLink US board is Rob Phythian, CEO of SharpLink US, who has also been appointed as SharpLink US’ new Chairman; and Adrienne Anderson, an independent member of the Board, who will also serve as Chair of SharpLink US’s Audit Committee and as a member of the Compensation Committee. Obie McKenzie and Leslie Bernhard have been newly appointed to serve as independent members of SharpLink US’ Board of Directors. McKenzie will also serve as Chair of the Compensation Committee and member of the Audit Committee; and Bernhard will serve as a member of both the Audit and Compensation Committees.
About Obie McKenzie
Beginning in January 2019 through to the present, McKenzie has served as Vice Chairman of Cordiant Capital, a global infrastructure and real assets investment firm focused on digital infrastructure, renewable energy infrastructure and agriculture. In his role as Managing Director of BlackRock Inc. from January 2000 through December 2018, he was wholly responsible for managing relationships with some of the largest pension funds in the United States to include the Teacher Retirement System of Texas, New York City Employees’ Retirement System and the Federal Reserve Employee Benefits System, among others.
During his accomplished career, McKenzie served as Managing Director at Merrill Lynch from 1990 through 2006; Executive Director at UBS Asset Management and Managing Director at Chase Investors from 1987 through 1990; as well as Founder and President of McKenzie & Company, an NASD registered broker-dealer from 1984 through 1987. During the late 1970’s and early 1980’s, he held positions at Citibank, Chemical Bank and Freedom National Bank as a commercial banker. McKenzie was also Manager of Banking and Pensions at The New York Times in 1975 and began his career as a Corporate Finance Associate for Morgan Stanley in 1972.
McKenzie was a founding board member of the National Association of Securities Professionals, where he received the “Wall Street Hall of Fame Award” in 2001. In 2010, he received the AIMSE Richard A. Lothrop Outstanding Achievement Award in recognition for his outstanding achievements in the investment management industry and his community. In 2011, McKenzie was named by Black Enterprise Magazine as one of the 75 Most Powerful Blacks on Wall Street; and in 2013, he was named Public Fund Marketer of the Year by Money Management Intelligence. McKenzie earned a Bachelor of Science degree from Tennessee State University and an MBA from Harvard Business School.
About Leslie Bernhard
Bernhard has served as chairman of the board of Nasdaq-listed Nexalin Technology, Inc. since November 2023. From February 2017 through the present, she has also been an independent director of Sachem Capital Corp., a NYSE American-listed REIT real estate investment trust). In addition, she has served as the non-executive chairman of the board of Milestone Scientific Inc. (‘Milestone”), an NYSE American-listed developer and manufacturer of medical and dental devices, since October 2009, and as an independent director of Milestone since May 2003. She also served as Interim Chief Executive Officer of Milestone from October 2017 to December 2017. From 2007 through September 2018, Bernhard was an independent director of Universal Power Group, Inc., a global supplier of power solutions (“UPG”), and since September 2018, she has been serving as a consultant to UPG. In 1986, she co-founded AdStar, Inc., an electronic ad intake service to the newspaper industry, and served as its president, chief executive officer and executive director until 2012.
Earlier in her career, Bernhard held management positions at Revlon, Inc., Walt Disney Productions, Inc. and the Gillette Company. She earned a Bachelor of Science Degree in Education from St. John’s University.
Rob Phythian, Chairman and CEO of SharpLink US, stated, “The completion of the domestication merger represents an exclamation mark on the end of a series of strategic initiatives that SharpLink has successfully executed over the past several months, including completing the equity sale of our fantasy sports and free-to-play sports game development business for $22.5 million; retiring all of our interest-bearing debt; regaining full compliance with Nasdaq’s continued listing standards; and positioning our Company to be a pure-play performance marketing company focused on serving the sports betting and casino gaming industries. We believe that the extraordinary time, effort and resources that we’ve dedicated to these initiatives has resulted in our establishing a solid foundation on which we hope to build and optimize value creation for our shareholders as we move into the next chapter of SharpLink’s evolutionary process.”
“I’d like to extend my heartfelt thanks to SharpLink Israel’s former Board of Directors, whose tireless commitment to our Company over the past several years was a defining factor in our achieving numerous mission critical objectives. Looking forward, through the continued guidance and support of Adrienne, complemented by the new Board appointments of Obie and Leslie, SharpLink US has a highly accomplished, diverse and motivated new leadership team in place that is expected to measurably impact our Company as the future of our business continues to unfold,” concluded Phythian.
About SharpLink Gaming Ltd.
Headquartered in Minneapolis, Minnesota, SharpLink Israel is an online performance marketing company that delivers unique fan activation solutions to its sportsbook and casino partners. Through its iGaming and affiliate marketing network, known as PAS.net, SharpLink Israel 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. 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 SharpLink Israel’s ability to grow its business, the potential benefits of SharpLink Israel’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, SharpLink Israel’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 SharpLink Israel and its competitors, general economic conditions and other risk factors detailed in SharpLink Israel’s annual report and other filings with the SEC. SharpLink Israel does not undertake any responsibility to update the forward-looking statements in this release.
CONTACT INFORMATION:
INVESTOR AND MEDIA RELATIONS
[email protected]
MINNEAPOLIS, Nov. 19, 2024 (GLOBE NEWSWIRE) — SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”), an online performance-based marketing company serving the U.S. sports betting and iGaming industries, today announced that it will host its Annual General Meeting of Stockholders (the “Meeting”) on Monday, December 9, 2024 at 4:00 PM Central Time at SharpLink’s corporate headquarters, located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401, and thereafter as it may be adjourned or postponed from time to time.
At the Meeting, stockholders will be asked to approve the following proposals and adopt the following resolutions in connection with the proposals:
| 1. | The reelection of Rob Phythian, Obie McKenzie, Robert Gutkowski and Leslie Bernhard as members of the Board of Directors for a term expiring at our 2025 Annual General Meeting of Stockholders and until their successors are elected and qualified; |
| 2. | The approval of a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), by a ratio of up to and including 6:1, to be effective at the ratio and on a date to be determined by the Company’s Board of Directors, and amendments to the Company’s Amended and Restated Certificate of Incorporation to effect such reverse stock split; |
| 3. | The ratification of the appointment of Cherry Bekaert, LLP, registered public accountants, as our Company’s independent registered public accountants for the year ended December 31, 2024 and the authorization of our Board of Directors to fix such independent public accountants’ compensation in accordance with the volume and nature of their services or to delegate such power to our Audit Committee; |
| 4. | The approval of a non-binding advisory vote to approve the compensation paid to our named executive officers (the “Say on Pay Proposal”); and |
| 5. | To transact any other business properly coming before the Meeting. |
Shareholders of record at the close of business on November 12, 2024 (the “Record Date”) are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof. It is anticipated that on or about November 19, 2024, the Company shall commence mailing to all stockholders of record, as of the Record Date, the proxy notice, the proxy statement that describes the proposals to be considered at the Meeting and a proxy card. The definitive proxy notice, proxy statement and form of proxy card was filed with the U.S. Securities and Exchange Commission yesterday, November 18, 2024 on Schedule 14A.
The approval of the election of the directors under Proposal 1 requires the affirmative vote of holders of the plurality of the Common Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation (as defined below)), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter. Proposal 2 requires votes cast for the reverse stock split to exceed the votes cast against such proposal. Proposals 3 and 4 require the affirmative vote of holders of at least a majority of the Common Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation (as defined below)), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter presented for passage. The Beneficial Ownership Limitation is defined in our Certificate of Incorporation as 9.99% of the number of our Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon conversion of Preferred Stock and warrants held by the stockholder that is subject to such Beneficial Ownership Limitation.
Our Board of Directors recommends a vote FOR the election of each director and the other proposals set forth in this proxy statement.
The primary purpose for the proposal for the reverse stock split, should the Board of Directors choose to effect one, would be to increase the per share price of our Common Stock to regain compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). On July 11, 2024, we received a letter from Nasdaq Listing Qualifications (the “Letter”) indicating that the Company is no longer in compliance with the minimum bid price requirements for continued listing set forth in Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. The rules also provide us a compliance period of 180 calendar days to regain compliance. According to the Letter, we have until January 7, 2025 to regain compliance with the minimum bid price requirement.
SharpLink knows of no other matters to be submitted at the Meeting other than as specified in the press release. If any other business is properly brought before the Meeting, the persons named as proxies will vote in respect thereof in accordance with the recommendation of SharpLink’s Board of Directors.
Stockholders can vote either by mailing in their proxy, by Internet, by phone or in person by attending the Meeting. If voting by mail, the proxy must be received by SharpLink’s voting processing agency at least 48 hours prior to the appointed time of the Meeting or at our registered office in Minneapolis, Minnesota at least four (4) hours prior to the appointed time of the Meeting to be validly included in the tally of Common Stock. If voting by Internet or phone, votes must be received by 11:59 PM Eastern Time on Thursday, December 5, 2024 to be validly included in the tally of the Common Stock voted at the Meeting. If a stockholder elects to attend the Meeting, he or she may vote in person and your proxy will not be used. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card.
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
[email protected]
MINNEAPOLIS, Nov. 15, 2024 (GLOBE NEWSWIRE) — SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”), an online performance-based marketing company serving the U.S. sports betting and iGaming industries, today announced its financial results for the three and nine months ended September 30, 2024.
Financial Highlights
- Revenues decreased 27.7% to $2,838,908 for the first nine months of 2024, compared to $3,925,618 for the same nine-month period in 2023. For the three months ended September 30, 2024 and 2023, revenues declined 34.7% to $881,690 compared to $1,349,331, respectively.
- Total operating expenses declined 25.9% to $4,426,835 from $5,977,327 for the nine months ended September 30, 2024 and 2023, respectively; and total operating expenses dropped 46.0% to $970,080 from $1,795,057 for the three months ended September 30, 2024 and 2023, respectively.
- For the nine months ended September 30, 2024, net income climbed to $11,002,266 after factoring net income from discontinued operations of $14,567,733 – up 673.3% from a net loss of $9,114,443 inclusive of the net loss from discontinued operations of $2,523,754 posted for the comparable nine months in the prior year. After factoring a net loss from discontinued operations of $97,139, the net loss for the three months ended September 30, 2024 decreased 68.9% to $885,131 when compared to a net loss of $2,849,547 for the same three months ended September 30, 2023 after factoring a net loss from discontinued operations of $822,100.
- As of September 30, 2024, cash on hand was $1,850,206 and total stockholders’ equity was $2,020,143. This compared to $2,487,481 cash on hand and total stockholders’ deficit of $9,399,769 as of December 31, 2023.
Commenting on the results, SharpLink Chairman and CEO Rob Phythian said, “The notable decline in operating expenses reflects SharpLink’s continued focus on streamlining our affiliate marketing business; and the significant improvement in our bottom line results is largely a result of our $22.5 million cash sale of our SportsHub fantasy sports and sports game development businesses to RSports Interactive, Inc. earlier this year. Since that time, we have succeeded at scouring our balance sheet, eliminating virtually all of our debt, and have turned our attention to identifying, qualifying and pursuing compelling strategic growth opportunities that we believe can best be leveraged to create and enhance long-term sustainable value for our shareholders. As we progress through to the end of the year, we look forward to sharing much greater insight into our future plans for SharpLink resulting from the collective due diligence efforts of our leadership team and our highly engaged Board of Directors.”
For more detailed information about SharpLink’s Third Quarter 2024 financial results, please refer to the Company’s Quarterly Report on Form 10-Q filed yesterday with the U.S. Securities and Exchange Commission and accessible online at www.sec.gov or via SharpLink’s investor relations page at https://investors.sharplink.com/
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
[email protected]
MINNEAPOLIS, Aug. 15, 2024 (GLOBE NEWSWIRE) — SharpLink Gaming, Inc. (Nasdaq: SBET) (“SharpLink” or the “Company”), an online performance-based marketing company serving the U.S. sports betting and iGaming industries, today announced its financial results for the three and six months ended June 30, 2024.
Rob Phythian, Chairman and CEO of SharpLink, stated, “The first half of 2024 has largely been marked by our Company’s efforts to materially strengthen our balance sheet, and narrow our focus on our performance-based marketing business through several strategic initiatives, namely:
- The sale of our SportsHub Games Network and sports games development businesses in January of this year for $22.5 million in an all-cash transaction;
- The extinguishment of all interest-bearing debt;
- The raising of $71,356 from our At-the-Market Offering during the first six months of this year; and
- The receipt of $297,387 in an earn-out accrued in June 2024 and paid in July 2024, which related to our sale of MTS, SharpLink’s legacy telemanagement solutions business sold to EntryPoint South Ltd. in December 2022.”
Continuing, Phythian said, “As a result, SharpLink has emerged with a very lean operating base that is free of debt, and we have a management team and Board of Directors equally committed to pursuing strategic growth opportunities capable of increasing shareholder value over the long-term.”
Financial Highlights
- Revenues for the three and six months ended June 30, 2024 totaled $981,272 and $1,957,218, respectively – a 27% and 24% decline from revenues of $1,343,526 and $2,576,287 reported for the comparable three and six month periods in 2023, respectively.
- Operating expenses decreased 31% to $1,484,680 from $2,136,936 for the comparable three-month reporting periods; and declined 17% to $3,456,755 from $4,182,270 for the six months ended June 30, 2024 and 2023, respectively.
- After factoring net income from discontinued operations of $453,705, net losses dropped to $462,959 for the three months ended June 30, 2024 from net losses of $3,441,158 after factoring net losses from discontinued operations of $1,035,099 for the same three-month period in 2023. For the six months ended June 30, 2024, net income totaled $11,887,397 after factoring net income from discontinued operations of $14,564,872 – significantly up from a net loss of $6,264,904 inclusive of the net loss from discontinued operations of $1,701,662 posted for the same six month period in the prior year.
- As of June 30, 2024, cash on hand was $2,435,600 and total stockholders’ equity was $2,760,915. This compared to $2,487,481 cash on hand and total stockholders’ deficit of $9,399,769 as of December 31, 2023.
For more detailed information about SharpLink’s Second Quarter 2024 financial results, please refer to the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission and accessible online at www.sec.gov or via SharpLink’s investor relations page at https://investors.sharplink.com/
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
[email protected]
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