SharpLink Gaming (SBET) files to offer common stock, warrants

SharpLink Gaming (NASDAQ: SBET) disclosed:

• 58,699,760 Shares of Common Stock
• 10,400,553 Pre-Funded Warrants to Purchase up to 10,400,553 Shares of Common Stock
• 10,400,553 Shares of Common Stock Underlying Pre-Funded Warrants
• 3,455,019 Strategic Advisor Warrants to Purchase up to 3,455,019 Shares of Common Stock
• 3,455,019 Shares of Common Stock Underlying Strategic Advisor Warrants
• 2,764,013 Placement Agent Warrants to Purchase up to 2,764,013 Shares of Common Stock
• 2,764,013 Shares of Common Stock Underlying Placement Agent Warrants

This prospectus relates to the offer and resale by the selling stockholders identified herein, or their permitted transferees (the “Selling Stockholders”), of up to (i) 58,699,760 shares (the “PIPE Shares”) of common stock, par value $0.0001 share (“Common Stock”) issued to the investors of the PIPE Offering (as defined herein), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 10,400,553 shares of Common Stock with an exercise price per share equal to $0.0001, (iii) 10,400,553 shares underlying the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”), (iv) warrants (the “Strategic Advisor Warrants”) to purchase up to 3,455,019 shares of Common Stock, (v) 3,455,019 shares of Common Stock issuable upon exercise of the Strategic Advisor Warrants (the “Strategic Advisor Warrant Shares”), (vi) warrants (the “Placement Agent Warrants”) to purchase up to 2,764,013 shares of Common Stock with an exercise price per share equal to $7.688, and (vii) 2,764,013 shares of Common Stock issuable upon exercise of the Placement Agent Warrants (the “Placement Agent Warrant Shares”). The Strategic Advisor Warrants are exercisable at various prices per share of Common Stock as follows: (i) 1,382,007 shares of Common Stock at an exercise price of $6.15 per share of Common Stock; (ii) 691,004 shares of Common Stock at an exercise price of $6.765 per share of Common Stock; (iii) 691,004 shares of Common Stock at an exercise price of $7.38 per share of Common Stock; and (iv) 691,004 shares of Common Stock at an exercise price of $7.995 per share of Common Stock.

The Common Stock was issued pursuant to those certain Securities Purchase Agreements (the “Securities Purchase Agreements”) dated May 26, 2025 in a private placement offering (the “PIPE Offering”) that closed on May 30, 2025. The Strategic Advisor Warrants were issued to the strategic advisor pursuant to that certain Strategic Advisor Agreement (the “Strategic Advisor Agreement”) dated May 30, 2025. The Placement Agent Warrants were issued to A.G.P./Alliance Global Partners in connection with the PIPE Offering pursuant to that certain Placement Agency Agreement (the “Placement Agency Agreement”) dated May 26, 2025. We refer to the PIPE Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Strategic Advisor Warrants, Strategic Advisor Warrant Shares, Placement Agent Warrants, and Placement Agent Warrant Shares collectively as the “Securities” in this prospectus.

The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Securities in a number of different ways and at varying prices. See the “Plan of Distribution” section of this prospectus for more information.

We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of shares by the Selling Stockholders. We will, however, receive up to approximately $1,040 in gross proceeds if the Pre-Funded Warrants are exercised in full, $23.8 million in gross proceeds if the Strategic Advisor Warrants are exercised in full, and $21.2 million in gross proceeds if the Placement Agent Warrants are exercised in full.

Our Common Stock is currently traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SBET.” On June 11, 2025, the closing price as reported on Nasdaq was $37.07 per share.

The Selling Stockholders may offer all or part of the Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.

This prospectus provides a general description of the securities being offered. You should read this prospectus and the registration statement of which it forms a part before you invest in any securities.

Investing in our Securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered in connection with an investment in our Securities.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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