sharpink gaming inc美股招股说明书(2025-05-20版)

purchaser, 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-FundedWarrant will equal the per share public offering price for the Common Stock in this offering less the $0.0001 per share exercise price terms of the Pre-Funded Warrant. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering willbe decreased on a one-for-one basis.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 exerciseof Pre-Funded Warrants. objectives, outlined in this prospectus, due to a lack of interest in this offering. Also, any proceeds from the sale of securities offeredby us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectivelyimplement our business plan. Common Stock underlying the Pre-Funded Warrants will be offered on a continuous basis pursuant to Rule 415 under the SecuritiesAct of 1933, as amended (the “Securities Act”).Our Common Stock trades on Nasdaq under the symbol “SBET.” On May 19, 2025, the last reported sale price of our Common Stock 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, theplacement agent shall promptly electronically deliver such shares to the applicable purchaser, and payment therefor shall be made by Stock 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 forthpursuant to the Amended and Restated Certificate of Incorporation. Unless the context expressly dictates otherwise, all references to ON PAGE 17 OF THIS PROSPECTUS AND UNDER SIMILAR HEADINGS IN ANY AMENDMENTS OR SUPPLEMENTSTO THIS PROSPECTUS, INCLUDING OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND ANY SIMILARSECTIONCONTAINED IN ANY DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS Agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offeringamounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the Placement Agent fees setforth in the table below and to provide certain other compensation to the Placement Agent. See “Plan of Distribution” beginning on Per SharePer Pre-FundedPublic offering price$2.94 Placement Agent fees(1)$0.20580.2057Proceeds to us, before expenses(2)$2.73422.7342 “Plan of Distribution” beginning on page 36 for additional information regarding the compensation to be paid to the Placement Agent. The above summary of offering proceeds does not give effect to any proceeds from the exercise of the Pre-Funded Warrants being Sole Placement Agent PROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSMARKET FOR COMMON STOCK AND DIVIDEND POLICYCAPITALIZATIONDESCRIPTION OF SECURITIES PLAN OF DISTRIBUTIONLEGAL MATTERSTRANSFER AGENTLEGAL PROCEEDINGSWHERE YOU CAN FIND ADDITIONAL INFORMATION prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that maycontain material information relating to this offering. The prospectus supplement or post-effective amendment may also add, update or or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information incorporated by reference into this prospectus and described under the heading “Where You Can Find More Information.” You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Information Incorporated by Reference,” before deciding to invest in our securities. You