SharpLink Gaming, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
SBET$6.24-2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010881
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-024107
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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Added paragraphs (72)
Current report
Cautionary Note Regarding Forward-Looking Statements
Current report
The discussions in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future and management’s current expectations, involve certain risks and uncertainties and are not guarantees. These forward-looking statements include, but are not limited to, statements concerning our strategy, competition, future operations, future financial position, future revenues, projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the markets in which we operate, prospects and plans and objectives of management. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Future results may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended, and that are otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. We do not assume any obligation to update any forward-looking statements.
Current report
Industry and Market Data*
Current report
Although we are responsible for all disclosure contained in this Quarterly Report on Form 10-Q, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications in conjunction with our assumptions regarding the Ethereum industry and market. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Note Regarding Forward-Looking Statements,” Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended, and Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.
Current report
Business Overview
Current report
Headquartered in Minneapolis, SharpLink, a Delaware corporation, recently undertook a significant strategic shift by becoming one of the world’s largest publicly traded companies to adopt Ether (“ETH”) as its primary treasury asset. This strategy reflects the Company’s commitment to align the corporate treasury with the future of programmable finance, digital capital markets and decentralized infrastructure. The Company also operates an online performance marketing company that delivers unique fan activation solutions to its sportsbook and online casino gaming partners.
Current report
In tandem with this transformation, SharpLink has streamlined its business-building operations around two distinct reportable segments: Ethereum Staking and Affiliate Marketing.
Current report
Our Ethereum Staking segment seeks to benefit from any price appreciation in the value of ETH and ETH-based yield generated by participating in the Ethereum network’s staking protocol. As part of Ethereum’s proof-of-stake consensus mechanism, staking enables network participants to help validate transactions and secure the blockchain in exchange for staking rewards paid in ETH. SharpLink delegates our ETH holdings to validators in accordance with the protocol’s staking requirements, thereby earning consistent, protocol-level rewards. These staking rewards represent an operationalized form of yield generation that is both blockchain-native and capital-efficient. Our staking operations are designed to be transparent, compliant and institutionally scalable, with infrastructure and security protocols built to meet the performance and custodial standards of a publicly traded company.
Current report
Our Affiliate Marketing segment is focused on performance-based customer acquisition services for leading sportsbooks and online casino gaming operators worldwide. Through our 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 addition, we own and operate 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.
Current report
ETH Treasury Management Strategy
Current report
WE ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.
Current report
In May 2025, our Board adopted a Treasury Reserve Policy, with ETH serving as the primary treasury reserve asset on an ongoing basis, subject to market conditions and anticipated needs of the business. As a result of the Treasury Reserve Policy, in future periods, we may purchase additional ETH and increase our overall holdings of ETH or sell our ETH and decrease our overall holdings of ETH.
Current report
SharpLink’s decision to accumulate ETH as a core treasury asset is grounded in a forward-looking view of the evolving global financial ecosystem. We believe Ethereum’s unparalleled programmability, security and developer momentum will make it a foundational layer for the next generation of decentralized financial applications. Ethereum’s transition to a proof-of-stake consensus mechanism and the rise of Layer 2 blockchain networks with high scalability have transformed ETH into a yield-bearing, productive Crypto asset with increasing institutional adoption and intrinsic network value. We believe that ETH’s value proposition at its core is a digital trust commodity and that an investment in ETH represents an asymmetric long-term growth opportunity as more stablecoins and other tokenized real-world assets are secured by the Ethereum ecosystem.
Current report
A key aspect of our ETH treasury strategy is to raise capital to be used to increase our ETH position in a manner which is accretive to shareholders. This can come in the form of equity, equity-linked debt or other forms of offerings designed to maximize shareholder exposure to ETH within a prudent risk management framework. We have not set a specific target for the maximum amount of ETH we seek to hold.
Current report
SharpLink diligently tracks and routinely reports key performance indicators designed to offer investors transparency and insight into the execution and effectiveness of our ETH treasury strategies. Among these metrics, the Company’s ETH concentration (“ETH Concentration”) has emerged as a central performance benchmark and “north star” metric by which we gauge our progress. ETH Concentration, which is calculated by dividing the Company’s total ETH holdings by every 1,000 Assumed Diluted Shares outstanding, reflects both the scale of SharpLink’s ETH accumulation efforts and the capital efficiency of our treasury operations. By prioritizing this metric, we underscore our commitment to driving long-term shareholder value, rather than short-term fluctuations in asset prices or market capitalization.
Current report
Assumed Diluted Shares Outstanding represents the sum of (i) SharpLink’s actual shares of common stock issued and outstanding as of the end of each reporting period, plus (ii) the additional shares that would be issued upon the assumed exercise or settlement of all outstanding warrants, pre-funded warrants, stock option awards, and restricted stock units. Assumed Diluted Shares Outstanding is not calculated using the treasury stock method. It does not account for equity award vesting conditions, stock option exercise prices, or contractual restrictions limiting the convertibility of debt instruments. Additionally, it excludes any assumed share repurchases that would ordinarily be considered under the treasury stock method.
Current report
By systematically acquiring and staking ETH, we are engaged in building a resilient, Ethereum-native treasury designed to generate sustainable yield through staking rewards while maintaining significant upside exposure to any ETH price appreciation.
Current report
Importantly, SharpLink’s ETH treasury strategy is complemented by our active participation in the Ethereum ecosystem. We are a founding member of the Linea Consortium, a leading governance body supporting the development of Ethereum’s most aligned Layer 2 blockchain network. Our participation in the consortium enables us to help steer capital allocation toward high-impact infrastructure, public goods and innovation pipelines that are intended to strengthen the long-term utility and defensibility of the Ethereum network, reinforcing the intrinsic value of our own ETH treasury assets.
Current report
To further institutionalize our ETH-centered strategy, SharpLink has bolstered its leadership team with executives who bring deep expertise in both traditional and decentralized finance. In July 2025, we appointed former BlackRock senior executive and digital asset leader Joseph Chalom as Co-Chief Executive Officer, who greatly complements the May 2025 appointment of Joseph Lubin, Co-Founder of Ethereum and Founder and CEO of Consensus, as SharpLink’s new Chairman of the Board. This structure affirms our intent to build a deeply experienced leadership team across global institutional finance and Ethereum ecosystems.
Current report
Continuing Operations–Affiliate Marketing
Current report
Continuing Operations– Ethereum Staking**
Current report
In June 2025, SharpLink formally launched its ETH-centered treasury strategy and established staking as a dedicated operating segment, recognizing its potential to deliver recurring, yield-based revenue. Our staking revenues are derived from the rewards we earn by actively participating in the Ethereum network’s proof-of-stake consensus mechanism. Specifically, SharpLink delegates its ETH holdings to validators that process and verify transactions on the blockchain. In return, the Company receives protocol-level rewards in ETH, typically proportional to the amount staked and the network’s overall activity and performance.
Current report
It is noteworthy to mention that the Company’s ETH Staking segment includes both native and liquid staking activities. In native staking, the Company utilized two third-party asset managers to manage and stake ETH on its behalf as of June 30, 2025. This strategy allows the Company, through its agreements with custodians and asset managers, to stake assets with third party validators. Participants stake ETH through these validator nodes and, when chosen as validators by the network, earn staking rewards and transaction fees proportional to their staked amount. Liquid staking is similar to native staking; however, one key difference and intended benefit of this method is the ability to provide the Company with tokens representing digital assets in exchange for its ETH. Liquid staking rewards are accumulated through the protocol conversion rate for the LsETH and will be recognized as gains or losses within other income upon redemption or sale of the LsETH.
Current report
Since initiating our staking operations on June 2, 2025, we have accumulated approximately 598,800 ETH as of August 10, 2025. For the three and six months ended June 30, 2025, revenues generated from native staking rewards totaled $28,534 for both reporting periods, as staking only commenced two-thirds of the way through the second quarter of this year. These figures represent the ETH-based rewards accumulated through the delegation of ETH to staking validators, which we expect to scale materially in future quarters in correlation with growth in our treasury balance and broader ETH market performance.
Current report
SharpLink views its staking operations as a core strategic pillar of its broader alignment with the Ethereum ecosystem. Our participation not only yields economic return but also contributes directly to Ethereum’s decentralization, scalability, and security. Moreover, we believe staking is foundational to a new generation of blockchain-native capital structures that enable corporations to earn yield without relying on traditional debt instruments, equities, or centralized intermediaries. Our staking efforts are focused on maximizing yield, managing risk and ensuring that SharpLink’s operations meet institutional standards for transparency and efficiency.
Current report
On June 4, 2025, the Company received formal notification from Nasdaq confirming the Company had regained compliance with the Nasdaq Listing Rules. The Company will be subject to a mandatory panel monitor for a period of one year from June 4, 2025. If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the “Staff”) finds the Company is again out of compliance with the Equity Rule, then the Staff will issue a delist determination letter, and the Company will have an opportunity to request a new hearing with the initial Nasdaq hearing panel (the “Panel”) or a newly convened hearing panel if the initial Panel is unavailable. Notwithstanding Nasdaq Listing Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to a deficiency under the Equity Rule that arises during the one-year monitoring period, and the Staff will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency.
Current report
Exchange of Series A-1 Preferred Stock and Series B Preferred Stock for Common Stock and Prefunded Warrants
Current report
On April 2, 2025, SharpLink entered into an exchange agreement (“Exchange Agreement”) with Alpha Capital Anstalt (“Alpha”), whereby, pursuant to the terms and conditions set forth in the Exchange Agreement and in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), 600 shares of the Company’s Series A-1 Preferred Stock and 1,040 shares of the Company’s Series B Preferred Stock (collectively, the “Existing Securities”) held by Alpha were exchanged for 38,683 shares of SharpLink’s common stock (“Common Stock”) and 44,650 prefunded warrants to purchase shares of SharpLink’s common stock (“Alpha Prefunded Warrants”) at an exercise price of $0.012. With the exchange of Alpha’s Existing Securities for Common Stock and Alpha Prefunded Warrants, SharpLink no longer has any Series A-1 Preferred Stock or Series B Preferred Stock issued and outstanding.
Current report
$4.5 Million Registered Offering
Current report
On May 20, 2025, SharpLink entered into a securities purchase agreement (the “May 20 Purchase Agreement”) pursuant to which the Company agreed to sell and issue, in a reasonable best efforts registered offering (the “May 20 Offering”), an aggregate of 34,000 shares (the “May 20 Shares”) of the Company’s common stock and Pre-Funded Warrants (the “May 20 Pre-Funded Warrants”) to purchase up to 1,496,612 shares of Common Stock (the “May 20 Pre-Funded Warrant Shares”). The May 20 Shares were offered at an offering price of $2.94 per May 20 Share. The gross proceeds from the May 20 Offering, before deducting the placement agent fees and offering expenses, were approximately $4.5 million. A.G.P./Alliance Global Partners acted as the sole placement agent for the May 20 Offering.
Current report
$425 Million Registered Offering
Current report
On May 26, 2025, we entered into a securities purchase agreement for a private placement in public entity (the “May 26 PIPE”), raising gross proceeds of $425,000,000 funded in a combination of fiat and Ether. On June 2, 2025, SharpLink announced the closing of the May 26 PIPE was May 30, 2025, and launched our treasury reserve strategy to hold the native cryptocurrency of the Ethereum blockchain, commonly referred to as “Ether” or “ETH,” as the Company’s primary treasury reserve asset. Consensys Software Inc. acted as the lead investor in the May 26 PIPE, along with prominent crypto venture capital firms and infrastructure providers, with an intent to assist the Company in earning distinction as one of the largest ETH-focused treasury strategies in the public markets. A.G.P./Alliance Global Partners acted as the sole placement agent in connection with the May 26 PIPE.
Current report
Board Expansion and Election of New Chairman of the Board
Current report
On May 26, 2025, the Board approved the increase of the size of the Company’s Board from four to five directors. The Board elected Joseph Lubin as a director to fill the newly created director position. The Board also elected Mr. Lubin as Chairman of the Board.
Current report
At-The-Market (“ATM”) Offerings
Current report
On May 30, 2025, SharpLink entered into a second ATM Sales Agreement (the “Second ATM Agreement”) with the Agent relating to the sale of shares of our Common Stock from time to time, having an aggregate offering price of up to $1,000,000,000. On July 17, 2025, the Company entered into an Amendment to the Second ATM Agreement (the “Amendment”) to (i) increase the number of Shares that may be sold in the ATM Offering to $6,000,000,000 (the “ATM Sales Increase”); and (ii) to permit the forward sale of Shares to be sold in the ATM Offering pursuant to Master Forward Confirmation Letter Agreements (the “Forward Sales Agreements,” and each a “Forward Sales Agreement”).
Current report
As of June 30, 2025, SharpLink had raised total net proceeds of $126,045,108 from sales of Shares under our ATM Sales Agreements.
Current report
Liquid Staking Protocol
Current report
As part of its ETH-based treasury strategy, the Company participates in liquid staking through the Liquid Collective protocol. In a liquid staking arrangement, the Company transfers ETH to the protocol and receives LsETH, a fungible ERC-20 receipt token, that represents a proportional interest in the protocol’s pool of staked ETH. LsETH is accounted for as an indefinite-lived intangible asset under ASC 350-30. As such, LsETH is recorded at cost, less any impairment losses.
Current report
The Company evaluates LsETH for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. When an indicator of impairment is present, an impairment loss is recognized by the amount the carrying amount of LsETH exceeds its fair value. Impairment losses are not reversible under U.S. GAAP. Increases in the fair value of LsETH are not recognized until a redemption or sale of LsETH occurs. For the period ending June 30, 2025, the Company recognized an impairment loss of $87,813,295 on its LsETH holdings, reducing the carrying value of LsETH to $382,422,632.
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Removed paragraphs (18)
Previous report
Overview
Previous report
Headquartered in Minneapolis, Minnesota, SharpLink Gaming is an online performance-based marketing company that leverages our unique fan activation solutions to generate and deliver high quality leads to our U.S. sportsbook and global casino gaming partners.
Previous report
Continuing Operations
Previous report
Today, our vision is to power a targeted and personalized online sports betting and casino gaming environment that organically introduces fans to our operator partners through relevant tools and rich content – all in a safe, credible and responsible environment.
Previous report
In 2024, we realigned our organizational structure and resources to more closely align with our strategic priorities. As a result of the change in our organizational structure, we have one reportable segment consisting of Affiliate Marketing for the purpose of making operational and resource decisions and assessing financial performance.
Previous report
During the three months ended March 31, 2025 and 2024, our continuing operations generated revenues of $741,731 and $975,946 respectively, for the three months ended representing a 24.0% decrease on a comparative quarter over quarter basis.
Previous report
The Company had a hearing with the Nasdaq Hearing Panel on February 25, 2025*.* The Company’s Common Stock will remain listed and eligible for trading on Nasdaq pending the ultimate conclusion of the hearing process. SharpLink worked to evidence compliance with Minimum Bid Price Requirement and Minimum Stockholder’s Equity Requirement for continued listing on the Nasdaq Capital Market and submitted a plan to that effect to the Nasdaq Hearings Panel (the “Panel”) as part of the hearing process on February 25, 2025.
Previous report
On March 21, 2025, SharpLink received notice (the “Notice”) from the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market, LLC (“Nasdaq”) stating that the Panel has granted the Company’s request for additional time to achieve compliance with Nasdaq’s continued listing rules and demonstrate long-term compliance with the minimum bid price requirement as set forth in 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 with Listing Rule 5550(b)(1), which requires listed issuers to maintain minimum stockholders’ equity of $2.5 million (the “Equity Rule”). Specifically, the Panel has agreed to provide the Company until May 23, 2025 to regain compliance with both the Bid Price Rule and the Equity Rule.
Previous report
We must satisfy Nasdaq’s continued listing requirements, including, among other things, the Bid Price Rule and the Equity Rule, or risk delisting, which could have a material adverse effect on our business. If our common stock is delisted from Nasdaq, it could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. If our common stock is delisted, it could be more difficult to buy or sell our common stock or to obtain accurate quotations, and the price of our common stock could suffer a material decline. Delisting could also impair our ability to raise capital on acceptable terms, if at all.
Previous report
The Company is currently attempting to raise equity in public offerings in order to achieve compliance with the Equity Rule. We may not be able to comply with the Equity Rule even after these offerings due to our cash burn rate, operating expenses and payment obligations. As a result, we may be required to raise additional funds after these offerings in order to achieve compliance.
Previous report
At-The-Market (“ATM”) Offering
Previous report
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. In addition, 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.
Previous report
For the three months ended March 31, 2025, total operating expenses decreased 46.4% to $1,057,339 from $1,972,075 reported for the same three-month period in the prior year. The decrease was attributable to lower payroll, audit and legal, insurance, marketing and travel-related costs in the first quarter of 2025 compared to the first quarter in 2024. The first quarter of 2024 also included expenses related to SHGN and Sports Gaming Client Services for the period from January 1, 2024 through January 18, 2024.
Previous report
Largely attributable to the Company’s concerted effort to lower payroll and other discretionary costs, net loss from continuing operations decreased 47.9% to $(916,732) for the three months ended March 31, 2025, compared to a net loss from continuing operations of $(1,760,811) reported for the same three month period in 2024.
Previous report
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Previous report
On May 5, 2025 and May 6, 2025, SharpLink filed a registration statement on Form S-1 and Form S-1/A, respectively, in connection with a potential public offering to raise up to $5 million (the “Offering”) in gross proceeds through the offering of i) shares of common stock or prefunded warrants, in lieu thereof, ii) Series A-1 Common Stock Warrants, and iii) Series A-2 Common Stock Warrants (collectively, the Series A-1 Common Stock Warrants and Series A-2 Common Stock Warrants, the “Common Warrants.” Pursuant to the registration statement, as amended, SharpLink has engaged AGP to use its reasonable best efforts to solicit offers to purchase our securities in this Offering. The 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, 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 in the registration statement, as amended, and related preliminary prospectus.
Previous report
In addition to funds that may be raised through the ATM Sales Agreement and/or the Offering, we may need to raise additional capital to fund the Company’s growth and future business operations. We cannot be certain that additional funding will be available on acceptable terms or at all. If we are not able to secure additional funding when needed to support our business and to respond to business challenges, develop new technology and services or enhance our existing offering, track and comply with applicable laws and regulations, improve our operating infrastructure, enhance our information security systems to combat changing cyber threats and expand personnel to support our business, we may have to delay or reduce the scope of planned strategic initiatives. Moreover, any additional equity financing that we obtain may dilute the ownership held by our existing shareholders. The economic dilution to our shareholders will be significant if our stock price does not materially increase, or if the effective price of any sale is below the price paid by a particular shareholder. Any debt financing could involve substantial restrictions on activities and creditors could seek additional pledges of some or all of our assets. If we fail to obtain additional funding as needed, we may be forced to cease or scale back operations, and our results, financial conditions and stock price would be adversely affected. As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.
Previous report
In December 2023*,* the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 became effective beginning with our 2025 fiscal year. We do not expect that this guidance will have a material impact upon our financial position and results of operations.
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Previous wording
The following discussion of SharpLink Gaming, Inc. and its wholly owned subsidiaries (collectively,“SharpLink Gaming,” “SharpLink,” “our Company,”the“Company,” “we,” “our,”and“us”), highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our condensed consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our 2024 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 14, 2025 and Form 10-K/A filed on March 17, 2025. As discussed in the section titled“Note Regarding Forward-Looking Statements,”the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.
Current wording
The following discussion of SharpLink Gaming, Inc. and its wholly owned subsidiaries (collectively, “SharpLink Gaming,” “SharpLink,” “our Company,”the “Company,” “we,” “our,”and “us”), highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our condensed consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on March 14, 2025 and the Form 10-K/A filed on March 17, 2025. As discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements,”the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.
Previous wording
As previously reported on Form 10-K filed by the Company on March 14, 2025 and 10-K/A filed by the Company on March 17, 2025, the Company received a letter on July 17, 2024 from Nasdaq notifying the Company that, because of the closing bid price for its common stock had been below $1.00 per share for 30 consecutive trading days, it was not compliant with the Minimum Bid Price Requirement (the “Bid Price Deficiency Notice”). In accordance with Nasdaq Marketplace Rule 5810 (c)(3)(A), the Company had a period of 180 calendar days, or until January 7, 2025, to regain compliance with the Minimum Bid Price Requirement. Further, as previously reported on our Current Report on Form 8-K filed on November 22, 2024, the Nasdaq Staff notified the Company that it did not comply with the $2.5 million minimum stockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). The Company had 45 calendar days to submit a plan to regain compliance or until January 6, 2025.
Current wording
As previously reported on Form 10-K in the Company’s Annual Report for the year ended December 31, 2024, filed with the SEC by the Company on March 14, 2025 and 10-K/A filed with the SEC by the Company on March 17, 2025, the Company received a letter on July 17, 2024 from Nasdaq notifying the Company that, because of the closing bid price for its common stock had been below $1.00 per share for 30 consecutive trading days, it was not compliant with the Minimum Bid Price Requirement (the “Bid Price Deficiency Notice”). In accordance with Nasdaq Marketplace Rule 5810 (c)(3)(A), the Company had a period of 180 calendar days, or until January 7, 2025, to regain compliance with the Minimum Bid Price Requirement. Further, as previously reported on the Company’s Current Report on Form 8-K filed with SEC on November 22, 2024, the Nasdaq Staff notified the Company that it did not comply with the $2.5 million minimum stockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). The Company had 45 calendar days to submit a plan to regain compliance or until January 6, 2025.
Previous wording
On May 1, 2024, Company entered into an ATM Sales Agreement (the “ATM Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $1,676,366, subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the ATM Sales Agreement (the “Offering”). The Company is not obligated to make any sales of Shares under the ATM Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions and the Company’s capital raising needs. As of March 31, 2025, through an increase in the aggregate offering price by a prospectus supplement, SharpLink has raised gross proceeds of $1,834,925 from sales of Shares under the ATM Sales Agreement.
Current wording
On May 1, 2024, the Company entered into an ATM Sales Agreement (the “2024 ATM Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock having an aggregate offering price of up to $1,676,366, subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the ATM Sales Agreement (the “2024 ATM Offering”).
Previous wording
For the three months ended March 31, 2025, revenues declined 24.0% to $741,731 compared to $975,946 reported for the same three-month period in the prior year. The decrease is primarily due to the market conditions softening, changes in customer pricing structures and the loss of customers due primarily to evolving regulatory environments in certain foreign markets.
Current wording
For the three months ended June 30, 2025, revenues declined 28.9% to $697,291 compared to $981,272 reported for the same three-month period in the prior year. The decrease is primarily due to the market conditions softening, changes in customer pricing structures and the loss of customers due primarily to evolving regulatory environments in certain foreign markets which affected our affiliate marketing segment, offset by new revenues of $28,534 generated through our ETH staking strategies which commenced on June 2, 2025.
Previous wording
As a result of the aforementioned reasons, net loss for the three months ended March 31, 2025 totaled $(974,901), declining 107.9% when compared to net income of $12,350,356 reported for three months ended March 31, 2024.
Current wording
As a result of the aforementioned reasons, net loss for the three months ended June 30, 2025 totaled $(103,422,727), declining 22239.5% when compared to net loss of $(462,959) reported for three months ended June 30, 2024.
Previous wording
For the three months ended March 31, 2025, gross profit totaled $131,795, reflecting a 54.1% decrease from a gross profit of $287,212 for the three months ended March 31, 2024. Our gross profit margin declined to 17.8% from 29.4% for the three months ended March 31, 2025 and 2024, respectively. The decline represents higher casino payouts due to large winnings by players, coupled with the aforementioned changes to customer pricing structures during the three months ended March 31, 2025. For the online casino business, as greater payouts are made to winners, this has the impact of reducing gross profit.
Current wording
For the six months ended June 30, 2025, gross profit totaled $340,884, reflecting a 39.9% decrease from a gross profit of $567,342 for the six months ended June 30, 2024. Our gross profit margin declined to 23.7% from 29.0% for the six months ended June 30, 2025 and 2024, respectively. The decline represents changes in customer pricing structures and government regulations that have unfavorably impacted gross margin in our Affiliate Marketing segment. Further, SharpLink has been impacted by higher casino payouts due to large winnings by players compared to the same six-month period for the period in the prior year. For the online casino business, as increasing payouts are made to winners, this has the impact of reducing gross profit.
Previous wording
For the three months ended March 31, 2025, net loss from discontinued operations, net of tax decreased 100.4% to $(58,169), which compared to a net income from discontinued operations, net of tax of $14,111,167 for the three months ended March 31, 2024. The decrease to a net loss in discontinued operations is due to the gain on the sale of the SHGN and Sports Gaming Client Services business operations in the first quarter March 31, 2024.
Current wording
For the six months ended June 30, 2025, net loss from discontinued operations, net of tax decreased -100.8% to $(110,361), which compared to a net income from discontinued operations, net of tax of $14,564,872 for the six months ended June 30, 2025. The decrease to a net loss in discontinued operations is due to the gain on the sale of the SHGN and Sports Gaming Client Services business operations in the first quarter of 2024.
Previous wording
As of March 31, 2025, cash on hand was $1,374,943, a -4.3%decrease when compared to cash on hand of $1,436,729 as of December 31, 2024.
Current wording
As of June 30, 2025, cash on hand was $5,071,744, a 253.0% increase when compared to cash on hand of $1,436,729 as of December 31, 2024. The increase was due to net proceeds from the ATM offering in effect during June 2025.
Previous wording
For the three months ended March 31, 2025, net cash used in operating activities from continuing operations totaled $(452,827) compared to net cash used in operating activities from continuing operations of $(2,848,643) in the prior year. Net cash used in operating activities from discontinued operations was $(61,258), which compared to net cash used in operating activities of $(16,446,314) from discontinued operations for the same three-month period in 2024. Overall, net cash used in operating activities was $(514,085) and $(19,294,957) for the three months ended March 31, 2025 and 2024, respectively. The change in the operating cashflows was largely attributable to the sale of the Company’s SHGN and Sports Gaming Client Services businesses in January 2024.
Current wording
For the six months ended June 30, 2025, net cash used in operating activities from continuing operations totaled $(1,933,542) compared to net cash used in operating activities from continuing operations of $(3,952,960) in the prior year. Net cash used in operating activities from discontinued operations was $(204,931), which compared to net cash used in operating activities of $(17,002,007) from discontinued operations for the same six-month period in 2024. Overall, net cash used in operating activities was $(2,138,473) and $(20,954,967) for the six months ended June 30, 2025 and 2024, respectively. The change in the operating cashflows was largely attributable to the sale of the Company’s SHGN and Sports Gaming Client Services businesses in January 2024.
Previous wording
For the three months ended March 31, 2025, net cash used in the Company’s investing activities from continuing operations totaled $(500,000), an increase of 28986.7% when compared to cash used in investing activities from continuing operations of $(1,719) for the same three-month period in 2024. For the three months ended March 31, 2025 and 2024, net cash used in investing activities from discontinued operations was $- and $(18,707,834), respectively. The increase in net cash used in investing activities for three month period March 31, 2025 versus 2024 was due to the Company’s $500,000 investment in Armchair Enterprises. The decrease in total cash used in investing activities for discontinued operations is due to cash received from the sale of business of $22,500,000, net of the cash transferred of $41,357,834. The majority of the cash transferred of $41,357,834 was reflected in discontinued operations customer deposits liability and deferred revenue of $36,959,573 and $4,888,704, respectively.
Current wording
For the six months ended June 30, 2025, net cash used in the Company’s investing activities from continuing operations totaled $(406,319,197), an increase of 274119.7% when compared to cash provided by investing activities from continuing operations of $148,281 for the same six-month period in 2024. For the six months ended June 30, 2025 and 2024, net cash used in investing activities from discontinued operations was $- and $(18,857,834), respectively. The increase in net cash used in investing activities for the six months ended June 30, 2025 versus 2024 was due to the Company’s new ETH Treasury Management Strategy and the related purchases of $405,816,679 of ETH crypto assets. The decrease in total cash used in investing activities for discontinued operations is due to cash received from the sale of business in January 2024 of $22,500,000, net of the cash transferred of $41,357,834. The majority of the cash transferred of $41,357,834 was reflected in discontinued operations customer deposits liability and deferred revenue of $36,959,573 and $4,888,704, respectively.
Previous wording
For the three months ended March 31, 2025, net cash provided by financing from continuing operations was $907,188 a 107.3% increase when compared to net cash used by financing activities from continuing operations of $(12,409,050) for the same three-month period in 2024. For the three months ended March 31, 2025 net cash used in financing activities from discontinued operations was $- compared to net cash used by financing activities of $(5,835,352) for the three months ended March 31, 2024. The change was largely due to the repayments of $19,205,606 in debt in the first quarter of 2024, including the repayment of the convertible debenture for $4,395,753.
Current wording
For the six months ended June 30, 2025, net cash generated by financing from continuing operations was $412,018,574 a 3439.5% increase when compared to net cash used by financing activities from continuing operations of $(12,337,694) for the same six-month period in 2024. Net cash generated by financing activities related to cash proceeds from the ATM offering of $130,217,148, and net capital raise on May 20, 2025 of $3,848,000 and net cash proceeds from the $425.0 million private placement offering of $281,707,589. For the six months ended June 30, 2025 net cash used in financing activities from discontinued operations was $- compared to net cash used by financing activities of $(5,835,352) for the six months ended June 30, 2024.
Previous wording
As of March 31, 2025, we had working capital of $1,570,519. For the three months ended March 31, 2025, we had a net loss from continuing operations of $(916,732) compared to a net loss from continuing operations of $(1,760,811) respectively, reported for the same three months in 2024.
Current wording
As of June 30, 2025, we had working capital of $8,119,867. For the three and six months ended June 30, 2025, we had a net loss from continuing operations of $(103,370,535) and $(104,287,267) compared to a net loss from continuing operations of $(916,664) and $(2,677,475) respectively, reported for the same three and six months in 2024.
Previous wording
On May 1, 2024, Company entered into an ATM Sales Agreement (the “ATM Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $1,676,366 (“Shares”), subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the ATM Sales Agreement (the “Offering”). The Company is not obligated to make any sales of Shares under the ATM Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions and the Company’s capital raising needs. On February 4, 2025, the Company, under the terms of the ATM Sales Agreement, filed a prospectus supplement that amended the number shares of Common Stock having an aggregate offering price of up to $1,835,052. As of March 31, 2025, SharpLink has raised total gross proceeds of $1,834,925.
Current wording
On May 2, 2024, Company entered into an ATM Sales Agreement (the “ATM Sales Agreement”) with A.G.P./Alliance Global Partners (“AGP” or the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares (“Common Stock”), having an aggregate offering price of up to $1,676,366, subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the ATM Sales Agreement (the “Offering”). On February 4, 2025, the Company, under the terms of the ATM Sales Agreement, filed a prospectus supplement that amended the number shares of Common Stock having an aggregate offering price of up to $1,835,052.
Previous wording
Our opinion is that inflation did not have a material effect on our operations for the three months ended March 31, 2025.
Current wording
Our opinion is that inflation did not have a material effect on our operations for the six months ended June 30, 2025.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
For the three months ended June 30, 2025, gross profit totaled $209,089, reflecting a 25.4% decrease from a gross profit of $280,130 for the three months ended June 30, 2024. Our gross profit margin rose to 30.0% from 28.5% for the three months ended June 30, 2025 and 2024, respectively. These fluctuations represent changes in customer pricing structures during the three months ended June 30, 2025.
Current report — wording carried from elsewhere
Net Income (Loss) from Continuing Operations
Current report — wording carried from elsewhere
Net Income (Loss) from Discontinued Operations, Net of Tax