Sharpink Gaming Inc. 美股招股说明书（2025-05-20版）

SHARPLINK GAMING, INC. This is a reasonable best efforts public offering of up to 34,000 shares of common stock (the “Common Stock”), par value $0.0001share, or pre-funded warrants to purchase 1,496,612 shares of Common Stock (the “Pre-Funded Warrants”) in lieu thereof, at a public We are also offering to those purchasers, if any, whose purchase of Common Stock in this offering would otherwise result in any suchpurchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of ouroutstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase 1,496,612 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 These securities are being sold in this offering to certain purchasers under a securities purchase agreement dated May 20, 2025between us and such purchasers. Pursuant to this prospectus, we are also offering shares of Common Stock issuable upon the exercise The shares issuable upon exercise of the Pre-Funded Warrants will be issued upon the exercise thereof. Because there is no minimumnumber of securities or minimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of the securitiesoffered hereby, and purchasers in this offering will not receive a refund in the event that we do not sell an amount of securitiessufficient to pursue the business goals outlined in this prospectus. Because there is no escrow account and there is no minimum The offering of the Common Stock and the Pre-Funded Warrants will terminate no later than May 30, 2025; however, the shares ofCommon Stock underlying the Pre-Funded Warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Our Common Stock trades on Nasdaq under the symbol “SBET.” On May 19, 2025, the last reported sale price of our Common Stockon Nasdaq was $2.93 per share. The Pre-Funded Warrants are not listed on a national securities exchange. We do not intend to apply tolist the Pre-Funded Warrants on any national securities exchange. Without an active trading market, the liquidity of the Pre-Funded We expect this offering to be completed within one business day after we enter into a securities purchase agreement related to thisoffering. The offering will settle delivery versus payment, or DVP, receipt versus payment, or RVP, (on the closing date we will issuethe Common Stock directly to the account(s) at the placement agent identified by each purchaser; upon receipt of such shares, the On May 5, 2025, a reverse stock split of our outstanding shares of common stock took effect at a ratio of one-for-twelve (the “ReverseStock Split”), which was approved by our board of directors (the “Board”) and majority stockholders, and consummated pursuant to aCertificate of Amendment filed with the Secretary of State of Delaware on May 2, 2025. The Reverse Stock Split did not affect thetotal number of shares of capital stock, including our Common Stock, that we are authorized to issue, which remain as set forth INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ ANDCONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OFTHIS 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 itsreasonable best efforts to solicit offers to purchase our securities in this offering. The Placement Agent has no obligation to purchaseany of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Becausethere is no minimum offering amount required as a condition to closing in this offering the actual public offering amount, PlacementAgent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering We have agreed to pay the Placement Agent a cash placement commission equal to 7.0% of the aggregate proceeds from thisoffering. 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 36 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 Pre-Funded Warrants beingissued in this offering. Delivery of the shares of Common Stock and Pre-Funded Warrants is expected to be made on or about M