Sharplink, Inc.

This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management and involve risks and uncertainties. Forward-looking statements include statements regarding our plans, strategies, objectives, expectations and intentions, which are subject to change at any time at our discretion. Forward-looking statements include our assessment, from time to time of our competitive position, the industry environment, potential growth opportunities, the effects of regulation and events outside of our control, such as natural disasters, wars or health epidemics. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

Forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors which could cause the actual results to differ materially from the forward-looking statement. These uncertainties and other factors include, among other things:

● our ability to remain a market innovator, to create new market opportunities, and/or to expand into new markets;

● the potential need for changes in our long-term strategy in response to future developments;

● our ability to successfully execute our strategy to operate as a digital asset company, including managing, safeguarding and deploying digital assets as part of our treasury strategy. Our digital assets comprise of Ether (“ETH”), the native token of the Ethereum blockchain, Liquid Staked ETH “(LsETH)”, a token received when ETH is staked through a third-party liquid staking protocol, and USDC stablecoins, presented separately on the consolidated balance sheet under the captions “Crypto assets at fair value”, “Crypto assets at costs”, and “USDC stablecoin”.

● volatility in the market price, liquidity and trading volume of ETH held by the Company, and the impact such volatility may have on our financial condition, results of operations, stockholders’ equity, cashflow and liquidity;

● risks related to the valuation, accounting treatment, impairment and fair value measurement of digital assets under applicable accounting standards;

● our ability to securely custody digital assets, including risks of loss arising from theft, hacking, fraud, software vulnerabilities, human error or failures of third-party custodians or service providers;

● risks associated with concentration of our treasury assets in digital assets and the potential impact on our ability to fund operations, meet obligations or pursue strategic opportunities;

● evolving and uncertain domestic and foreign laws, regulations, enforcement actions and interpretations relating to digital assets, blockchain technology, staking and related activities, including changes that could restrict, prohibit or impose additional compliance requirements on our operations or treasury strategy;

● the risk that future regulatory guidance, legislation or enforcement actions could result in increased costs, reduced flexibility or the need to modify or discontinue certain digital asset-related activities;

● our reliance on third-party technology providers, blockchain networks, exchanges, custodians and other service providers in connection with our digital asset activities, and the risk that failures, disruptions, insolvencies or misconduct by such parties could adversely affect us;

● technology developments, protocol changes, network congestion, forks or other disruptions affecting blockchain networks on which our digital assets depend;

● our ability to continue operating and managing our affiliate marketing business while allocating resources to, and prioritizing, our digital asset strategy;

● the risk that revenues from our affiliate marketing operations may decline or fluctuate as we continue to reposition the Company and as market conditions, customer demand and competitive dynamics evolve;

● our ability to attract and retain skilled employees;

● our ability to raise sufficient capital to support our operations and fund our growth initiatives;

● unexpected or significant changes in operating expenses;

● changes in the supply, demand and/or rates for our products and services;

● increased competition, including from companies which may have substantially greater resources than we have;

● the impact of potential security and cyber threats or the risk of unauthorized access to our, our customers’ and/or our business partners’ information and systems;

● changes in the regulatory environment and the consequences to our financial position, business and reputation that could result from failing to comply with such regulatory requirements;

● our ability to continue to successfully integrate acquired companies into our operations;

● our ability to respond and adapt to unexpected legal, regulatory and government budgetary changes, and other business restrictions affecting our ability to market our products and services;

● varying attitudes towards sports and online casino games and poker (“iGaming”) data providers, betting, regulation and taxes with online gaming by the U.S. and foreign governments;

● failure to develop or integrate new technology into current products and services;

● unfavorable results in legal proceedings to which we may be subject;

● failure to establish and maintain effective internal control over financial reporting; and

● general economic and business conditions in the United States and elsewhere in the world, including the impact of inflation, wars, conflicts and geopolitical events.

Set forth below in Item 1A, “Risk Factors” are additional significant uncertainties and other factors affecting forward-looking statements. The reader should understand that the uncertainties and other factors identified in this Annual Report are not a comprehensive list of all the uncertainties and other factors that may affect forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements or the list of uncertainties and other factors that could affect those statements.

Our consolidated financial statements appearing in this Annual Report are prepared in U.S. dollars and in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. All references in this Annual Report on Form 10-K to “dollars” or “$” are to U.S. dollars.

On February 2, 2026, the Company formally changed our corporate name from “SharpLink Gaming, Inc.” to “Sharplink, Inc.” in connection with a corporate rebranding initiative. In this Annual Report on Form 10-K, unless the context indicates otherwise, references to “Sharplink Gaming,” “Sharplink,” “Sharplink,” “Sharplink US,” the “Company,” “we,” “our,” “ours” and “us” refer to Sharplink, Inc., a Delaware corporation, and its wholly owned subsidiaries. References to “Sharplink Israel” refer to Sharplink Gaming, Ltd., an Israel limited liability company, with which Sharplink US completed a domestication merger in February 2024.

Summary Risk Factors

Set forth below is a summary of certain risks that could adversely affect our business, results of operations, and financial condition, all of which are more fully described in Item 1A. “Risk Factors” in this Annual Report on Form 10-K. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business, as it does not address all of the risks that we face.

Regulatory and Legal Risks Related to Digital Assets

Risks Related to Our Digital Asset Treasury Strategy and ETH Exposure

Operational, Financial Reporting and Capital Stock Risks

Custody and Technology Risks

Affiliate Marketing Business Risks and the Industries We Serve