IL0010826191

SharpLink Gaming Announces 2024 Annual General Meeting of Stockholders

Published

5 months ago

November 19, 2024

sharplink-gaming-announces-2024-annual-general-meeting-of-stockholders

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.

European Gaming Congress 2024 (Warsaw, Poland)

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]

IL0010826191

SharpLink Gaming Announces 1-for-12 Reverse Stock Split

Published

18 hours ago

May 1, 2025

GlobeNewswire

sharplink-gaming-announces-1-for-12-reverse-stock-split

MINNEAPOLIS, May 01, 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 will effect a 1-for-12 reverse stock split of its outstanding common stock. The reverse stock split will be effective for trading purposes as of the commencement of trading on May 6, 2025.

The reverse stock split is intended to increase the per share trading price of SharpLink’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market (Rule 550(a)(1)). SharpLink’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “SBET” and under a new CUSIP number, 820014405. As a result of the reverse stock split, every twelve pre-split shares of common stock outstanding will become one share of common stock. The reverse split will also apply to common stock issuable upon the exercise of SharpLink’s outstanding warrants and stock options. The reverse stock split will not proportionately reduce the number of shares of authorized common stock, as permitted under Delaware law.

SharpLink’s transfer agent, Equiniti Trust Company, LLC, which is also acting as the exchange agent for the reverse split, will provide instructions to stockholders regarding the process for exchanging share certificates. Any fractional shares of common stock resulting from the reverse stock split will be rounded to the nearest whole post-split share (half shares will be rounded down) and no stockholders will receive cash in lieu of fractional shares. For assistance from Equiniti, please call 877-248-6417 or 718-921-8317.

About SharpLink Gaming, Inc.

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

Published

1 month ago

March 26, 2025

GlobeNewswire

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.

Forward-Looking Statements

CONTACT INFORMATION:

INVESTOR AND MEDIA RELATIONS
[email protected]

IL0010826191

SharpLink Gaming Reports Full Year 2024 Financial Results

Published

2 months ago

March 17, 2025

GlobeNewswire

sharplink-gaming-reports-full-year-2024-financial-results

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.

Forward-Looking Statements

CONTACT INFORMATION:
INVESTOR AND MEDIA RELATIONS
[email protected]