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]
IL0010826191
SharpLink Gaming Granted Extension by Nasdaq Hearings Panel to Regain Compliance with Continued Listing Requirements
MINNEAPOLIS, March 26, 2025 (GLOBE NEWSWIRE) — 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:
- On or before May 23, 2025, the Company shall demonstrate compliance with Listing Rules 5550(a)(2), and 5550(b)(1);
- On or before May 23, 2025, the Company must file a public disclosure which describes any transactions undertaken by the Company to increase its equity and provides an indication of its equity following those transactions. The Company can do so by including in the public filing a balance sheet not older than 60 days with pro-forma adjustments for any significant transactions or events occurring on or before the report date. Alternatively, the Company can provide an affirmative statement in its public filing that, as of the date of the report, the Company believes it remains in compliance with the Equity Rule based upon the specific transactions or events described, after considering anticipated losses through that date. In this later case, the Company must also provide the Hearings Panel and Nasdaq Staff with a balance sheet not older than 60 days with pro-forma adjustments for all significant transactions or events occurring on or before the report date, including adjustments for anticipated losses, if any, incurred through the date of the balance sheet; and
- In addition, on or before May 23, 2025, the Company must provide the Hearings Panel with an update on its fundraising plans and updated income projections for the next 12 months, with all underlying assumptions clearly stated.
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.
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, March 17, 2025 (GLOBE NEWSWIRE) — 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 its financial results for the full year ended December 31, 2024.
Financial Highlights
- Revenues declined 26.1% to $3,662,349 in 2024 from $4,952,725 in 2023.
- Total operating expenses dropped 45.6% to $5,669,248 for the 12 months ended December 31, 2024 compared to $10,425,865 for the same 12-month period in 2023.
- Net income rose to $10,099,619, or $2.29 income per share, from a net loss of $14,243,182, or $5.19 loss per share, for the years ended December 31, 2024 and 2023, respectively.
- Net income from discontinued operations, net of tax, totaled $14,573,262 in 2024, which was up 586.7% from a net loss from discontinued operations, net of tax of $14,243,182 for the prior year.
- Net loss from continuing operations for the 12 months ended December 31, 2024 totaled $4,473,643, representing a 60.2% decrease when compared to a net loss from continuing operations of $11,248,598 for the 12 months ended December 31, 2023.
- As of December 31, 2024, cash on hand was $1,436,729, a 42.2% decrease when compared to cash on hand of $2,487,481 as of December 31, 2023. Total stockholders’ equity was $2,082,869 as of December 31, 2024, which compared to a total stockholders’ deficit of $9,399,769 as of December 31, 2023. From May 2024 through to February 6, 2025, the Company raised gross proceeds, in aggregate, of $1,834,925 pursuant to its At-The-Market Offering, offered under its initial and supplemental prospectuses filed with the U.S. Securities and Exchange Commission – of which $896,215 in gross proceeds were raised as of December 31, 2024 and the remaining $938,710 was raised in early 2025.
2024 Operational Highlights
- On January 18, 2024, SharpLink completed the sale of its Sports Gaming Client Services and SHGN businesses to RSports Interactive, Inc. for $22.5 million in an all-cash transaction.
- Immediately following the sale, SharpLink used a portion of the proceeds from the sale to retire approximately $19.4 million, in aggregate, in outstanding debt obligations, thereby eliminating all interest-bearing debt on its balance sheet.
- On February 13, 2024, completed domestication merger with SharpLink Gaming, Ltd., changing from an Israel limited liability company to a Delaware corporation.
- In February, established new Board of Directors for SharpLink Gaming, Inc. with the appointments of Rob Phythian as Chairman and Leslie Bernhard, Obie McKenzie and Robert Gutkowski as new independent members of the Board.
- In July, announced that the Board of Directors had initiated a formal review process to evaluate strategic alternatives for the Company, including, but not limited to, a sale, merger, strategic business combination or other transaction, which the Board and management felt offered the best opportunities to operative SharpLink’s affiliate marketing business, drive growth and create and maximize value for the Company’s stockholders.
- Subsequent to the end of the year, in February 2025, SharpLink announced that the Company acquired a 10% equity stake in U.K.-based Armchair Enterprises Limited (“Armchair”), which owns and operates CryptoCasino.com. The acquisition was made for $500,000 in cash, along with a right of first refusal to acquire a controlling interest in Armchair.
Rob Phythian, Chairman and CEO of SharpLink Gaming, stated, “As I reflect on our financial results for 2024, I am proud of the decisive actions our leadership has taken to streamline and focus SharpLink’s business operations and position our Company for future growth. The successful sale of our fantasy sports and sports game development businesses and the elimination of our debt marked pivotal moments in our journey. Looking ahead, we remain committed to exploring strategic opportunities that will enhance our affiliate marketing business and increase stockholder value. Our recent investment in Armchair Enterprises is a testament to our proactive approach to identifying and capitalizing on emerging trends in the iGaming space.”
“In particular, we see significant potential in blockchain technologies, which are poised to revolutionize the global digital gaming sector. The transparency, security and efficiency offered by blockchain can enhance user experiences and foster trust within the online gaming community. By embracing these advancements, we believe we can unlock new avenues for growth and makes strides forward in positioning SharpLink as a recognized leader in the markets we serve,” concluded Phythian.
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]
IL0010826191
SharpLink Gaming Acquires 10% Equity Stake in Armchair Enterprises, Owner of CryptoCasino.com, for $500,000 Cash and Right of First Refusal to Acquire Controlling Interest
Investment Signals SharpLink’s Strategic Expansion Into
High Growth, Global Crypto Gaming Market
MINNEAPOLIS, Feb. 24, 2025 (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 the Company has acquired a 10% equity stake in U.K.-based Armchair Enterprises Limited (“Armchair”), which owns and operates CryptoCasino.com. The acquisition was made for $500,000 in cash, along with a right of first refusal to acquire a controlling interest in Armchair.
SharpLink’s investment in Armchair demonstrates its strategy to become the first Nasdaq-listed company focused on crypto gaming. Rob Phythian, Chairman and CEO of SharpLink, stated, “Over the past year, our leadership team and highly engaged Board of Directors have dedicated significant resources and time to identify the best growth opportunities for our Company. Our goal is to strategically leverage our existing performance-based marketing platform and industry relationships to achieve deeper and more lucrative penetration into the digital gaming and sports betting markets.
“Throughout this process, we carefully evaluated more than two dozen compelling opportunities and determined that the combination of market expansion, cost efficiency, security and player demand makes crypto gaming one of the most promising growth opportunities in the online gaming industry today. Furthermore, we believe that the steps we have already taken — and will continue to take — to execute a well-defined plan centered on the exponential growth of crypto gaming, positions SharpLink to become a future leader in this space. We aim to deliver strong, positive cash flow and sustainable long-term value for our stockholders.”
Launched in October 2024, CryptoCasino.com is an innovative online gaming platform that partners with some of the world’s leading gaming studios. It utilizes blockchain technology to provide users with a secure, transparent and engaging next-generation gaming experience. The platform plans to offer over 6,000 online slots and table games, a live dealer casino, a premium sportsbook, an eSports betting hub and a racebook, among other features. CryptoCasino.com accepts a wide range of cryptocurrencies, including Bitcoin, Ethereum, Litecoin and more, catering to various user preferences globally while ensuring enhanced security, transparency and anonymity for players.
CryptoCasino.com offers both traditional registration and Web3 connectivity. By connecting instantly with wallets like MetaMask and Trust Wallet, players can easily deposit and withdraw funds within seconds. In addition, CryptoCasino.com serves over one billion unique Telegram users by providing a Telegram Casino integration, which allows anyone to join and start playing with just one click.
The global crypto gaming market is expected to grow significantly, fueled by the increasing adoption of blockchain technology and the rising demand for decentralized gaming platforms. A report by Fortune Business Insights predicts that the online gambling market will reach $158.20 billion by 2028, with blockchain-based gaming experiencing a compound annual growth rate (CAGR) of 12.5% from 2023 to 2028. Particularly, crypto casinos are gaining popularity due to their enhanced security, privacy, and transparency features. (Source: Fortune Business Insights, “Online Gambling Market Size, Share & Industry Analysis,” 2023)
Phythian continued, “After careful consideration, we identified several key factors that convinced us that expanding into crypto gaming was the right decision for us and our shareholders. Among the factors that informed our decision-making processes were:
- The crypto gaming industry is rapidly growing, with more players opting for blockchain-based casinos due to their transparency, security, and quick transactions. This positions SharpLink as an early mover, ready to benefit from the expected industry expansion.
- Cryptocurrency transactions usually have lower fees and faster processing times compared to traditional payment methods, which benefits both the company and its users.
- As more players and operators move towards decentralized gambling, early pioneers like SharpLink can secure a competitive edge over traditional operators.
“We are actively advancing our efforts to acquire control of Armchair Enterprises and CryptoCasino.com as efficiently and timely as possible, and we are squarely focused on continued execution of our expansion strategy. As we progress through 2025, we look forward to sharing further details about our exciting plans and future goals,” concluded Phythian.
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, 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 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 Company’s ability to acquire controlling interest in Re-Invent Limited at some point in the future, 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 regulations 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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