Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934

Date of Report (date of earliest event reported): December 23, 2024

SHARPLINK GAMING, INC.

(Exact name of registrant as specified in charter)

Delaware

001-41962

87-4752260

(State of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

333 Washington Avenue North, Suite 104

Minneapolis, Minnesota 55402

(Address of Principal Executive Offices) (Zip Code)

612-293-0619

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, is Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		SBET		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

SharpLink Gaming, Inc., a Delaware corporation (“SharpLink” or the “Company”), reconvened the 2024 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) on Monday, December 23, 2024 at 4:00 p.m. Central Time. The Annual Meeting was held in person at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401.

The Annual Meeting was originally scheduled for Monday, December 9, 2024. On the date of the original meeting, the quorum required by the Amended and Restated Certificate of Incorporation of the Company (holders of at least 33 1/3% of the outstanding shares of stock entitled to vote) was not present at the Annual Meeting. Therefore, pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Annual Meeting was adjourned to Monday, December 23, 2024, at which time a quorum was achieved. The number of shares of common stock (“Common Stock”) of the Company present and voting at the Annual Meeting, constituting a quorum, was as set forth below:

	●	Present and voting in person or by proxy: 1,748,988; and
	●	Percent of total outstanding shares: 48.78%.

The record date for determining the Company’s stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”) was November 12, 2024. On the Record Date, there were 3,585,350 shares of Common Stock issued and outstanding.

At the Annual Meeting, the stockholders approved all of the four proposals submitted. The votes on the proposals were cast as set forth below:

1.	Election of Directors

	FOR		% VOTED FOR		WITHHELD		% VOTED WITHHELD
Rob Phythian		681,471		97.60%		16,722		2.40%
Obie McKenzie		685,571		98.19%		12,622		1.81%
Robert Gutkowski		684,597		98.05%		13,596		1.95%
Leslie Bernhard		685.691		98.21%		12,502		1.79%

Reverse Stock-Split by a Ratio of Up to and Including 6:1, to be Effective at the Ratio and on a Date at the Discretion of the Board of Directors

FOR		AGAINST		ABSTAIN
1,607,952		139,287		1,749

3.	Ratification of Cherry Bekaert, LLP as independent registered public accountant for the fiscal year ending December 31, 2024

FOR		AGAINST		ABSTAIN
1,621,274		126,327		1,387

4.	Non-Binding Vote to Approve Compensation Paid to Named Executive Officers

FOR		AGAINST		ABSTAIN
673,884		22,507		1,802

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SHARPLINK GAMING, INC.

	By:	/s/ Rob Phythian
	Name:	Rob Phythian
	Title:	Chief Executive Officer
Dated: December 26, 2024

Cover	Dec. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 23, 2024
Entity File Number	001-41962
Entity Registrant Name	SHARPLINK GAMING, INC.
Entity Central Index Key	0001981535
Entity Tax Identification Number	87-4752260
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	333 Washington Avenue North
Entity Address, Address Line Two	Suite 104
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55402
City Area Code	612
Local Phone Number	293-0619
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	SBET
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false