Sharplink, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on May 5, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SHARPLINK GAMING, INC.

(Exact name of registrant as specified in our charter)

SharpLink Gaming, Inc.

333 Washington Avenue North, Suite 104

Minneapolis, Minnesota

(612) 293-0619

(Address, including zip code and telephone number, including area code, of registrant’s principle executive offices)

Rob Phythian

Chief Executive Officer

333 Washington Avenue North, Suite 104

Minneapolis, Minnesota

(612) 293-0619

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

**Approximate date of proposed sale to the public:**As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities or jurisdiction where the offer or sale is not permitted, and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Up to Shares of Common Stock

Pre-Funded Warrants to Purchase Up to Shares of Common Stock

Up to Shares of Common Stock Underlying Pre-Funded Warrants

Series A-1 Common Stock Warrants to Purchase Up to Shares of Common Stock

Series A-2 Common Stock Warrants to Purchase Up to Shares of Common Stock

Up to Shares of Common Stock Underlying Series A-1 and Series A-2 Common Stock Warrants

SHARPLINK GAMING, INC.

This is a reasonable best efforts public offering of (i) up to shares of common stock (the “Common Stock”), par value $0.0001 share (the “Common Stock”), or pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) in lieu thereof, (ii) Series A-1 warrants (the “Series A-1 Common Stock Warrants”) to purchase an aggregate of up to shares of Common Stock, (iii) Series A-2 warrants (the “Series A-2 Common Stock Warrants” and together with the Series A-1 Common Stock Warrants, the “Common Warrants”) to purchase an aggregate of up to shares of Common Stock, and (iv) shares of Common Stock underlying the Common Warrants, at an assumed combined public offering price of $ per Share and accompanying Common Warrants (assuming a public offering price equal to the last sale price of our Common Stock as reported by the Nasdaq Capital Market (“Nasdaq”) on , 2025). Each Common Warrant is assumed to have an exercise price of $ per share of Common Stock (100% of the public offering price per share of Common Stock and Series A-1 and Series A-2 Common Stock Warrants). The Series A-1 Common Stock Warrants will be exercisable upon issuance and will expire five years from the date of issuance. The Series A-2 Common Stock Warrants will be exercisable upon issuance and will expire one year from the date of issuance.

We are also offering to those purchasers, if any, whose purchase of Common Stock in this offering would otherwise result in any such purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase Pre-Funded Warrants in lieu of Common Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding shares of Common Stock. The purchase price for each Pre-Funded Warrant will equal the per share public offering price for the Common Stock in this offering less the $0.012 per share exercise price of each such Pre-Funded Warrant. Each Pre-Funded Warrant will be exercisable upon issuance. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis.

For purposes of clarity, each share of Common Stock and each Pre-Funded Warrant to purchase one share of Common Stock is being sold together with a Series A-1 Common Stock Warrant to purchase one share of Common Stock and a Series A-2 Common Stock Warrant to purchase one share of Common Stock.. The shares of Common Stock and the Common Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering.

These securities are being sold in this offering to certain purchasers under a securities purchase agreement dated , 2025 between us and such purchasers. Pursuant to this prospectus, we are also offering shares of Common Stock issuable upon the exercise of Pre-Funded Warrants, Series A-1 Common Stock Warrants and Series A-2 Common Stock Warrants offered hereby.

The shares issuable upon exercise of the Pre-Funded Warrants or Series A-1 or Series A-2 Common Stock Warrants will be issued upon the exercise thereof. Because there is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of the securities offered hereby, and purchasers in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. Because there is no escrow account and there is no minimum offering amount, purchasers could be in a position where they have invested in our Company, but we are unable to fulfill our objectives due to a lack of interest in this offering. Also, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan.

The offering of the Common Stock, Pre-Funded Warrants and the Common Warrants will terminate no later than May 30, 2025; however, the shares of Common Stock underlying the Pre-Funded Warrants and the Common Warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

Our Common Stock trades on Nasdaq under the symbol “SBET.” On May 2, 2025, the last reported sale price of our Common Stock on Nasdaq was $0.31 per share. The combined public offering price per share of Common Stock and accompanying Common Warrants or per Pre-Funded Warrant and accompanying Common Warrants will be determined between us and purchasers based on market conditions at the time of pricing and may be at a discount to the current market price of our Common Stock. Therefore, the recent market price and resulting assumed public offering price used throughout this prospectus may differ substantially from the actual offering price. None of the Common Warrants or Pre-Funded Warrants are listed on a national securities exchange. We do not intend to apply to list the Series A-1 and Series A-2 Common Stock Warrants or Pre-Funded Warrants on any national securities exchange. Without an active trading market, the liquidity of the Common Warrants and Pre-Funded Warrants may be limited.

We expect this offering to be completed within one business day after we enter into a securities purchase agreement related to this offering. The offering will settle delivery versus payment, or DVP, receipt versus payment, or RVP, (on the closing date we will issue the Common Stock and accompanying Common Warrants directly to the account(s) at the placement agent identified by each purchaser; upon receipt of such shares, the placement agent shall promptly electronically deliver such shares to the applicable purchaser, and payment therefor shall be made by the placement agent (or its clearing firm) by wire transfer to us).

On May 5, 2025, a reverse stock split of our outstanding shares of common stock will take effect at a ratio of one-for-twelve (the “Reverse Stock Split”), which was approved by our board of directors (the “Board”) and majority stockholders, and consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on May 2, 2025. The Reverse Stock Split will not affect the total number of shares of capital stock, including our common stock, that we are authorized to issue, which remain as set forth pursuant to the Amended and Restated Certificate of Incorporation.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 17 OF THIS PROSPECTUS AND UNDER SIMILAR HEADINGS IN ANY AMENDMENTS OR SUPPLEMENTS TO THIS PROSPECTUS, INCLUDING OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND ANY SIMILAR SECTION CONTAINED IN ANY DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We have engaged A.G.P./Alliance Global Partners as our exclusive placement agent (“A.G.P.” or the “Placement Agent”) to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The Placement Agent has no obligation to purchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as a condition to closing in this offering the actual public offering amount, Placement Agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the Placement Agent fees set forth in the table below and to provide certain other compensation to the Placement Agent. See “Plan of Distribution” beginning on page 38 of this prospectus for more information regarding these arrangements.

(1)We have agreed to pay the Placement Agent a cash placement commission equal to 7.0% of the aggregate proceeds from this offering. We have also agreed to reimburse the Placement Agent for certain expenses incurred in connection with this offering. See “Plan of Distribution” beginning on page 38 for additional information regarding the compensation to be paid to the Placement Agent.

(2)The above summary of offering proceeds does not give effect to any proceeds from the exercise of the Common Warrants or Pre-Funded Warrants being issued in this offering.

Delivery of the shares of Common Stock and Pre-Funded Warrants, together with accompanying Common Warrants, is expected to be made on or about , 2025, subject to customary closing conditions.

Sole Placement Agent

A.G.P.

The date of this prospectus is , 2025.

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