SharpLink Gaming, Inc.

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

333 Washington Avenue North, Suite 104

Minneapolis, Minnesota 55401

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on September 24, 2025

Dear Stockholders:

We are pleased to invite you to attend a Special Meeting of Stockholders (the “Special Meeting”) of SharpLink Gaming, Inc., a Delaware corporation (the “Company,” “SharpLink,” “we,” “us” or “our”), to be held at 5:00 P.M. Eastern Time on September 24, 2025 virtually via live audio webcast. You will be able to attend the Special Meeting online by visiting www.virtualshareholdermeeting.com/SBET2025SM2.

At the Special Meeting, stockholders will be asked to consider and vote to adopt an amendment to our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the number of authorized shares of common stock, par value $0.0001 per share, of the Company (the “common stock”) (“Proposal No. 1”) as more fully described in the accompanying proxy statement for the Special Meeting (the “Proxy Statement”).

Our Board of Directors unanimously recommends that you vote “FOR” Proposal No. 1.

The Proxy Statement accompanying this Notice of Special Meeting of Stockholders describes the proposal in detail. Stockholders of record at the close of business on August 22, 2025 (the “Record Date”) are entitled to notice of, to attend, and to vote at, the Special Meeting or any postponement or adjournment thereof. As of the Record Date, there were 181,740,293 shares of common stock issued and outstanding.

It is anticipated that on or about September 5, 2025, the Company shall commence mailing to all stockholders of record, as of the Record Date, this Notice of Special Meeting of Stockholders, Proxy Statement and Proxy Card. Financial and other information concerning SharpLink, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended (the “2024 Annual Report”), is accessible on the U.S. Securities and Exchange Commission (the “SEC”) website at www.sec.gov, or on SharpLink’s investor relations page at https://investors.sharplink.com.

We know of no other matters to be submitted at the Special Meeting other than as specified in this Notice of Special Meeting of Stockholders.

You can submit a proxy to vote your shares either by mailing in your proxy or submitting your proxy by Internet, or by phone. If submitting a proxy to vote by Internet or phone, your proxy must be received by 11:59 P.M. Eastern Time on September 23, 2025 to be counted at the Special Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO VIRTUALLY ATTEND THE SPECIAL MEETING, PLEASE DATE AND SIGN THE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE FOR WHICH NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES; OR YOU CAN SUBMIT A PROXY TO VOTE YOUR SHARES VIA TELEPHONE OR INTERNET. YOU CAN LATER REVOKE YOUR PROXY, VIRTUALLY ATTEND THE SPECIAL MEETING AND VOTE YOUR SHARES ONLINE. PROXIES (AND REVOCATIONS OF PROXIES) SUBMITTED BY INTERNET OR PHONE MUST BE RECEIVED BY 11:59 P.M. EASTERN TIME ON SEPTEMBER 23, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on September 24, 2025: Pursuant to the rules of the Securities and Exchange Commissions, with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all our proxy materials by mail.

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