What changed in this filing

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Item 1. Business

2025-03-14 compared with 2024-03-29 · 258 added, 423 removed, 39 unchanged (95% of the section changed)

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.

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.

December 2023, the Company discontinued investments into and operation of its C4 sports betting conversion technology (“C4”)

due to the lack of market acceptance.

C4 centered on cost effectively monetizing our own proprietary audiences and our customers’

audiences of U.S.

fantasy sports and casual sports fans and casino gaming enthusiasts by converting them into loyal online sports and

iGaming bettors.

also previously owned and operated an enterprise telecom expense management business (“Enterprise TEM”) acquired in July

2021 in connection with SharpLink’s go-public merger with Mer Telemanagement Solutions.

Beginning in 2022, we discontinued operations

for this business unit and sought a buyer for the business.

On December 31, 2022, we completed the sale of this business to Israel-based

Entrypoint South Ltd.

December 2021, SharpLink acquired certain assets of FourCubed, including FourCubed’s online casino gaming-focused affiliate marketing

network, known as PAS.net (“PAS”).

For more than 18 years, PAS has focused on delivering quality traffic and player acquisitions,

retention and conversions to regulated and global casino gaming operator partners worldwide.

In fact, PAS won industry recognition as

the European online gambling industry’s Top Affiliate Manager, Top Affiliate Website and Top Affiliate Program for four consecutive

years by both igambingbusiness.com and igamingaffiliate.com.

The strategic acquisition of FourCubed brought SharpLink talent with proven

experience in affiliate marketing services and recurring net gaming revenue (“NGR”) contracts with many of the world’s

leading online casino gambling companies, including Party Poker, bwin, UNIBET, GG Poker, 888 poker, betfair, World Poker Tour and others.

part of our strategy to expand our affiliate marketing services to the emerging American sports betting market, in November 2022, we

began a systematic roll-out of our U.S.-focused performance-based marketing business with the launch of 15 state-specific,

content-rich affiliate marketing websites.

Our user-friendly, state-specific domains are designed to attract, acquire and drive

local sports betting and casino traffic directly to our sportsbook and casino partners’ which are licensed to operate in each

respective state.

As of January 2024, we are licensed to operate in 18 jurisdictions and own and operate sites serving 17 U.S.

states (Arizona, Colorado, Iowa, Illinois, Indiana, Kansas, Louisiana, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania,

Tennessee, Virginia, West Virginia and Wyoming).

As more states legalize sports betting, our portfolio of

state-specific affiliate marketing properties may expand to include them.

We largely utilize search engine optimization and

programmatic advertising campaigns to drive traffic to our direct-to-player (“D2P”) sites.

the first quarter of 2023, we unveiled SharpBetting.com, a U.S.

In December 2023, the Company discontinued investments into and operation of its C4 sports betting conversion technology (“C4”) due to the lack of market acceptance.

C4 centered on cost effectively monetizing our own proprietary audiences and our customers’ audiences of U.S.

fantasy sports and casual sports fans and casino gaming enthusiasts by converting them into loyal online sports and iGaming bettors.

Continuing Operations

In December 2021, SharpLink acquired certain assets of FourCubed, including FourCubed’s online casino gaming-focused affiliate marketing network, known as PAS.net (“PAS”).

For more than 18 years, PAS has focused on delivering quality traffic and player acquisitions, retention and conversions to regulated and global casino gaming operator partners worldwide.

In fact, PAS won industry recognition as the European online gambling industry’s Top Affiliate Manager, Top Affiliate Website and Top Affiliate Program for four consecutive years by both igambingbusiness.com and igamingaffiliate.com.

The strategic acquisition of FourCubed brought SharpLink talent with proven experience in affiliate marketing services and recurring net gaming revenue (“NGR”) contracts with many of the world’s leading online casino gambling companies, including Party Poker, bwin, UNIBET, GG Poker, 888 poker, betfair, WPT Global and others.

As part of our strategy to expand our affiliate marketing services to the emerging American sports betting market, in November 2022, we began a systematic roll-out of our U.S.-focused performance-based marketing business with the launch of 15 state-specific, content-rich affiliate marketing websites.

Our user-friendly, state-specific domains are designed to attract, acquire and drive local sports betting and casino traffic directly to our sportsbook and casino partners’ which are licensed to operate in each respective state.

As of March 15, 2025, we are licensed to operate in 18 jurisdictions and own and operate sites serving 17 U.S.

states (Arizona, Colorado, Iowa, Illinois, Indiana, Kansas, Louisiana, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and Wyoming).

As more states legalize sports betting, our portfolio of state-specific affiliate marketing properties may expand to include them.

We largely utilize search engine optimization and programmatic advertising campaigns to drive traffic to our direct-to-player (“D2P”) sites.

In the first quarter of 2023, we unveiled SharpBetting.com, a U.S.

sports betting education hub for experienced and novice sports fans.

SharpBetting.com is a robust educational website dedicated to teaching new sports betting enthusiasts the fundamentals of, and winning

strategies for, navigating the legal sports betting landscape responsibly.

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.

the fiscal years ended December 31, 2023 and 2022, our continuing operations generated revenues of $4,952,725 and $3,489,948 respectively,

representing an increase of 42% on a comparative year-over-year basis.

SharpLink’s business-building platform also included the provision of Free-To-Play (“F2P”) sports

game and mobile app development services to a marquis list of customers, which included several of the biggest names in sports and sports

betting, including Turner Sports, NBA, NFL, PGA TOUR, NASCAR and BetMGM, among others.

In addition, we previously owned and operated

a variety of proprietary real-money fantasy sports and sports simulation games and mobile apps through our SportsHub/fantasy sports business

unit, which also owned and operated LeagueSafe, one of the fantasy sports industry’s most trusted sources for collecting and protecting

private fantasy league dues.

January 18, 2024, SharpLink sold all of the issued and outstanding shares of common stock or membership interests, as applicable, in

our Sports Gaming Client Services and SportsHub Gaming Network business units to RSports Interactive, Inc.

for $22.5 million in an all-cash transaction (the “Equity Sale”), pursuant to the signing of a Purchase Agreement and other

related agreements.

SharpBetting.com is a robust educational website dedicated to teaching new sports betting enthusiasts the fundamentals of, and winning strategies for, navigating the legal sports betting landscape responsibly.

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.

During the fiscal years ended December 31, 2024 and 2023, our continuing operations generated revenues of $3,662,349 and $4,952,725 respectively, representing a decrease of 26.1% on a comparative year-over-year basis.

Discontinued Operations

SharpLink’s business-building platform also included the provision of Free-To-Play (“F2P”) sports game and mobile app development services to a marquis list of customers, which included several of the biggest names in sports and sports betting, including Turner Sports, NBA, NFL, PGA TOUR, NASCAR and BetMGM, among others.

In addition, we previously owned and operated a variety of proprietary real-money fantasy sports and sports simulation games and mobile apps through our SportsHub/fantasy sports business unit, which also owned and operated LeagueSafe, one of the fantasy sports industry’s most trusted sources for collecting and protecting private fantasy league dues.

On January 18, 2024, SharpLink sold all of the issued and outstanding shares of common stock or membership interests, as applicable, in our Sports Gaming Client Services and SportsHub Gaming Network business units to RSports Interactive, Inc.

(“RSports”) for $22.5 million in an all-cash transaction (the “Sale of Business”), pursuant to the signing of a Purchase Agreement and other related agreements.

Nearly all of the employees of these acquired business units also moved to RSports to help ensure a seamless transaction.

historical results of our Sports Gaming Client Services and SportsHub Gaming Network businesses have been reflected as discontinued operations in

our consolidated financial statements for all periods prior to the Equity Sale.

Additional disclosures relating to the Equity Sale are

provided in NOTE 18 – SUBSEQUENT EVENTS included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER

31, 2023 AND 2022.

Organizational

Merger with Mer Telemanagement Solutions Ltd.

known as Mer Telemanagement Solutions Ltd.

(“MTS”), the Company was incorporated as a public limited liability company under

the laws of the State of Israel in December 1995.

In July 2021, MTS completed a merger between New SL Acquisition Corp., its wholly owned

subsidiary, and SharpLink, Inc.

The historical results of our Sports Gaming Client Services and SportsHub Gaming Network businesses have been reflected as discontinued operations in our consolidated financial statements for all periods prior to the Sale of Business.

See NOTE 3 included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023.

Organizational History

Go-Public Merger with Mer Telemanagement Solutions Ltd.

Formerly known as Mer Telemanagement Solutions Ltd.

(“MTS”), the Company was incorporated as a public limited liability company under the laws of the State of Israel in December 1995.

In July 2021, MTS completed a merger between New SL Acquisition Corp., its wholly owned subsidiary, and SharpLink, Inc.

(the “MTS Merger”).

In the MTS Merger, SharpLink, Inc.

was treated as the acquirer for accounting

purposes because, among other reasons, its pre-merger shareholders held a majority of the outstanding shares of the Company immediately

following the merger.

was treated as the acquirer for accounting purposes because, among other reasons, its pre-merger shareholders held a majority of the outstanding shares of the Company immediately following the merger.

After the merger, the Company changed its name from Mer Telemanagement Solutions Ltd.

1 unchanged sentence

(“SharpLink Israel”) and its Nasdaq ticker symbol from MTSL to SBET.

December 31, 2021, in a combination of cash and stock transaction, we acquired certain assets of 6t4 Company, a Minnesota corporation

and FourCubed Management, LLC, a Delaware limited liability company (collectively “FourCubed”), including FourCubed’s

iGaming and affiliate marketing network, known as PAS.net.

For more than 18 years, FourCubed has provided its global iGaming operating

partners with affiliate marketing services.

The strategic acquisition of FourCubed brought SharpLink an industry respected operating

team with decades of combined experience in conversion through affiliate marketing services and in securing highly profitable, recurring

net gaming revenue contracts with many of the world’s leading iGaming companies, including Party Poker, bwin, UNIBET, GG Poker,

888 poker, betfair and others.

Originally established in 2005, FourCubed’s international iGaming affiliate network, Poker Affiliate

Solutions (“PAS”), is currently comprised of over 12,400 sub-affiliates and has delivered over 2.5 million referred players

since it was launched in 2008 at www.pas.net.

with SportsHub Games Network Inc.

FourCubed Acquisition

On December 31, 2021, in a combination cash and stock transaction, we acquired certain assets of 6t4 Company, a Minnesota corporation, and FourCubed Management, LLC, a Delaware limited liability company (collectively “FourCubed”), including FourCubed’s iGaming and affiliate marketing network, known as PAS.net.

For more than 19 years, FourCubed has provided its global iGaming operating partners with affiliate marketing services.

The strategic acquisition of FourCubed brought SharpLink an industry respected operating team with decades of combined experience in conversion through affiliate marketing services and in securing highly profitable, recurring net gaming revenue contracts with many of the world’s leading iGaming companies, including Party Poker, bwin, UNIBET, GG Poker, 888 poker, betfair, WPT Global and others.

Originally established in 2005, FourCubed’s international iGaming affiliate network, Poker Affiliate Solutions (“PAS”), is currently comprised of over 12,400 sub-affiliates and has delivered over 2.5 million referred players since it was launched in 2008 at www.pas.net.

Merger with SportsHub Games Network Inc.

(the “ SportsHub Merger ” )

Israel, SHGN Acquisition Corp., a Delaware corporation and wholly owned subsidiary of SharpLink Israel (“Merger Subsidiary”),

SportsHub Games Network Inc.

(“SportsHub”) and Christian Peterson, an individual acting as the SportsHub stockholders’

representative entered into a Merger Agreement on September 7, 2022.

The Merger Agreement, as amended, contained the terms and conditions

of the proposed business combination of SharpLink Israel and SportsHub.

Pursuant to the Merger Agreement, as amended, on December 22,

2022, SportsHub merged with and into Merger Subsidiary with Merger Subsidiary surviving as a wholly owned subsidiary of SharpLink Israel.

In association with the transaction, SharpLink Israel issued, in the aggregate, 431,926 ordinary shares to common and preferred stockholders

of SportsHub, on a fully diluted basis.

An additional aggregate of 40,585 ordinary shares were held in escrow for SportsHub shareholders

who had not yet provided the applicable documentation required in connection with the SportsHub Merger, as well as shares held in escrow

for indemnifiable losses and for the reimbursement of expenses incurred by the Stockholder Representative in performing his duties pursuant

to the Merger Agreement.

On December 28, 2023, the escrow shares were disbursed to the SportsHub shareholders in accordance with the

Merger Agreement.

of Legacy MTS Business

December 31, 2022, SharpLink Israel closed on the sale of its legacy MTS business (“Legacy MTS”) to Israel-based Entrypoint

South Ltd., a subsidiary of Entrypoint Systems 2004 Ltd.

SharpLink Israel, SHGN Acquisition Corp., a Delaware corporation and wholly owned subsidiary of SharpLink Israel (“Merger Subsidiary”), SportsHub Games Network Inc.

(“SportsHub”) and Christian Peterson, an individual acting as the SportsHub stockholders’ representative entered into a Merger Agreement on September 7, 2022.

The Merger Agreement, as amended, contained the terms and conditions of the proposed business combination of SharpLink Israel and SportsHub.

Pursuant to the Merger Agreement, as amended, on December 22, 2022, SportsHub merged with and into Merger Subsidiary with Merger Subsidiary surviving as a wholly owned subsidiary of SharpLink Israel.

In association with the transaction, SharpLink Israel issued, in the aggregate, 431,926 ordinary shares to common and preferred stockholders of SportsHub, on a fully diluted basis.

An additional aggregate of 40,585 ordinary shares were held in escrow for SportsHub shareholders who had not yet provided the applicable documentation required in connection with the SportsHub Merger, as well as shares held in escrow for indemnifiable losses and for the reimbursement of expenses incurred by the Stockholder Representative in performing his duties pursuant to the Merger Agreement.

On December 28, 2023, the escrow shares were disbursed to the SportsHub shareholders in accordance with the Merger Agreement.

Sale of Legacy MTS Business

On December 31, 2022, SharpLink Israel closed on the sale of its legacy MTS business (“Legacy MTS”) to Israel-based Entrypoint South Ltd., a subsidiary of Entrypoint Systems 2004 Ltd.

In consideration of Entrypoint South Ltd.

acquiring all rights, title, interests

and benefits to Legacy MTS, including 100% of the shares of MTS Integratrak Inc., one of the Company’s U.S.

subsidiaries, Entrypoint

will pay SharpLink an earn-out payment (an “Earn-Out Payment”) equal to three times Legacy MTS’ Earnings

Before Interest, Taxes Depreciation and Amortization (“EBITDA”) for the year ending December 31, 2023, up to a maximum earn-out

payment of $1 million (adjusted to reflect net working capital as of the closing date).

Within ten (10) calendar days of the approval

by the board of directors of the Buyer of the audited annual financial statements of the Business as at December 31, 2023, and for the

12-month period ending on such date (as applicable, the “Earn-Out Schedule Delivery Date”), which shall occur no later than

May 31, 2024, Buyer shall deliver to the Seller a schedule certified by its Chief Executive Officer and Chief Financial Officer (an “Earn-Out

Schedule”) setting forth the computation of the Earn-Out Payment (as applicable), if any, together with the calculation thereof

in an agreed Excel table format (including, but not limiting to all relevant details of the EBITDA calculations for the year 2023).

from Foreign Private Issuer to Domestic Issuer

to January 1, 2023, SharpLink Israel qualified as a foreign private issuer.

There are two tests to determine whether a foreign company

qualifies as a foreign private issuer:

acquiring all rights, title, interests and benefits to Legacy MTS, including 100% of the shares of MTS Integratrak Inc., one of the Company’s U.S.

subsidiaries, Entrypoint South Ltd.

will pay SharpLink an earn-out payment (an “Earn-Out Payment”) equal to three times Legacy MTS’ Earnings Before Interest, Taxes Depreciation and Amortization (“EBITDA”) for the year ending December 31, 2023, up to a maximum earn-out payment of $1 million (adjusted to reflect net working capital as of the closing date).

Within ten (10) calendar days of the approval by the board of directors of the Buyer of the audited annual financial statements of the Business as at December 31, 2023, and for the 12-month period ending on such date (as applicable, the “Earn-Out Schedule Delivery Date”), which shall occur no later than May 31, 2024, Buyer shall deliver to the Seller a schedule certified by its Chief Executive Officer and Chief Financial Officer (an “Earn-Out Schedule”) setting forth the computation of the Earn-Out Payment (as applicable), if any, together with the calculation thereof in an agreed Excel table format (including, but not limiting to all relevant details of the EBITDA calculations for the year 2023).

In July 2024, SharpLink received an earnout payment of $297,387.

Change from Foreign Private Issuer to Domestic Issuer

Prior to January 1, 2023, SharpLink Israel qualified as a foreign private issuer.

There are two tests to determine whether a foreign company qualifies as a foreign private issuer:

shareholder test and U.S.

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Under the U.S.

shareholder test, a

foreign company will qualify as a foreign private issuer if 50% or less of its outstanding voting securities are held by U.S.

If a foreign company fails this shareholder test, it will still be considered a foreign private issuer unless it fails any one part of

shareholder test, a foreign company will qualify as a foreign private issuer if 50% or less of its outstanding voting securities are held by U.S.

If a foreign company fails this shareholder test, it will still be considered a foreign private issuer unless it fails any one part of the U.S.

business contacts test.

business contacts test includes the following three parts:

1) the majority of the company’s

executive officers or directors are U.S.

1) the majority of the company’s executive officers or directors are U.S.

citizens or residents;

2) more than 50% of the issuer’s assets are located in the United

2) more than 50% of the issuer’s assets are located in the United States;

or 3) the issuer’s business is administered principally in the United States.

Because we failed these tests, we ceased

being a foreign private issuer and effective January 1, 2023, we began complying with the reporting requirements under the rules and

regulations of the Exchange Act, applicable to U.S.

Because we failed these tests, we ceased being a foreign private issuer and effective January 1, 2023, we began complying with the reporting requirements under the rules and regulations of the Exchange Act, applicable to U.S.

domestic companies.

in Share Capital

October 24, 2023, SharpLink Israel held an Extraordinary General Meeting of Shareholders (the “Meeting”) at which shareholders

approved the adoption of an amendment to SharpLink Israel’s amended and restated articles of association to increase authorized

share capital of SharpLink Israel from 9,290,000 ordinary shares, nominal value NIS 0.60 per share, to 100,000,000 ordinary shares, nominal

value NIS 0.60 per share, and a corresponding amendment to SharpLink Israel’s memorandum of association.

Equity Sale of Sports Gaming Client Services and SportsHub Gaming Network Operating Segments

January 18, 2024, SharpLink Israel (“Parent Seller”) and SLG1 Holdings, LLC, a Delaware limited liability company and wholly

owned subsidiary of SharpLink (“Subsidiary Seller”), SHGN Acquisition Corp.

(“SHGN”) and together with Parent

Seller and Subsidiary Seller, the (“Seller”), a Delaware corporation and wholly owned subsidiary of SharpLink, entered into

a Purchase Agreement (the “PA”) with RSports Interactive, Inc., a Minnesota corporation (“Buyer”).

The Subsidiary

Seller owned all of the issued and outstanding membership interests of Sports Technologies, LLC, a Minnesota limited liability company,

SHGN and Holdings Quinn, LLC, a Delaware limited liability company (collectively referred to as the “Targets”).

The PA contemplated

the sale of the Company’s Sports Gaming Client Services and SportsHub Gaming Network business units to the Buyer, by selling all of the issued

and outstanding shares of common stock or membership interests of the Targets and the Acquired Subsidiaries for $22,500,000 in an all

cash transaction.

owns all of the membership interests in Virtual Fantasy Games Acquisitions, LLC , a Minnesota limited liability company;

LeagueSafe Management,

LLC , a Minnesota limited liability company;

Change in Share Capital

On October 24, 2023, SharpLink Israel held an Extraordinary General Meeting of Shareholders (the “Meeting”) at which shareholders approved the adoption of an amendment to SharpLink Israel’s amended and restated articles of association to increase authorized share capital of SharpLink Israel from 9,290,000 ordinary shares, nominal value NIS 0.60 per share, to 100,000,000 ordinary shares, nominal value NIS 0.60 per share, and a corresponding amendment to SharpLink Israel’s memorandum of association.

Potential Reverse Stock-Split

On November 5, 2024, SharpLink Gaming, Inc.'s Board of Directors unanimously adopted resolutions approving, declaring advisable and recommending to the stockholders for their approval a proposal to authorize the Board of Directors, in its discretion, to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock at a ratio of up to and including 6:1, such ratio to be determined by the Board of Directors, including any increase in our authorized capital required in the event a fractional share will be created as a result of the reverse stock split.

On December 23, 2024 at SharpLink's Annual General Meeting of Stockholders, stockholders approved the reverse stock split, granting the Board of Directors the authority, without further action by the stockholders, to carry out such action, with the exact exchange ratio and timing to be determined at the discretion of the Board of Directors.

The Board of Directors may determine in its discretion not to effect the reverse stock split and not to file any amendment to our Amended and Restated Certificate of Incorporation.

The primary purpose for effecting the reverse stock split, should the Board of Directors choose to effect one, would be to increase the per share price of SharpLink's Common Stock to regain compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2).

On July 17, 2024, the Company received a letter (the "Bid Price Deficiency Notice”) from Nasdaq notifying the Company that, because 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.

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.

If at any time before January 7, 2025, the closing bid price of the Company’s common stock closed at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq would provide written notification that the Company had achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved.

On January 8, 2025, SharpLink received a letter (the "Notice") from the Listing Qualifications Department of the Nasdaq (the "Staff") indicating the Company's continued non-compliance with Nasdaq Marketplace Rule 5550(a)(2) (the "Bid Price Rule").

The Notice from the Staff informed the Company that the Staff had determined that the Company has not regained compliance with the Minimum Bid Price Requirement and was not eligible for a second 180-day compliance period, due to the Company’s previously reported failure to comply with the $5,000,000 minimum stockholders’ equity requirement for initial listing on The Nasdaq Capital Market as required under Listing Rule 5505(b)(1).

SharpLink is working to evidence compliance with Minimum Bid Price Requirement for continued listing on the Nasdaq Capital Market and intends to submit a plan to that effect to the Nasdaq Hearings Panel (the "Panel”) as part of the hearing process, which is expected to include plans to effect the reverse stock split.

However, there can be no assurance the Panel will grant any request for continued listing or that the Company will be able to regain compliance with the applicable listing criteria within the period of time that may be granted by the Panel even in the event that the Company's Board elects to effect a reverse stock split of its share capital.

See NOTE 18 – SUBSEQUENT EVENTS included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED December 31, 2024 and 2023.

Sale of Sports Gaming Client Services and SportsHub Gaming Network Operating Segments

On January 18, 2024, SharpLink Israel (“Parent Seller”) and SLG1 Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of SharpLink (“Subsidiary Seller”), SHGN Acquisition Corp.

(“SHGN”) and together with Parent Seller and Subsidiary Seller, the (“Seller”), a Delaware corporation and wholly owned subsidiary of SharpLink, entered into a Purchase Agreement (the “PA”) with RSports Interactive, Inc., a Minnesota corporation (“Buyer”).

The Subsidiary Seller owned all of the issued and outstanding membership interests of Sports Technologies, LLC, a Minnesota limited liability company, SHGN and Holdings Quinn, LLC, a Delaware limited liability company (collectively referred to as the “Targets”).

The PA contemplated the sale of the Company’s Sports Gaming Client Services and SportsHub Gaming Network business units to the Buyer, by selling all of the issued and outstanding shares of common stock or membership interests of the Targets and the Acquired Subsidiaries for $22,500,000 in an all cash transaction.

On May 8, 2024, SharpLink entered into an amended and fully restated Post Closing Assignment Agreement with RSports, whereby SharpLink and RSports have agreed to amend the PA to exclude the transfer/sale of SHGN and have agreed to the assignment/sale of the Acquired Subsidiaries membership interests in SHReserve and SHPA to be made directly to RSports upon and subsequent to the approval of a petition by the Pennsylvania Gaming Control Board.

Based on this amended agreement, the sale of the business is an asset sale for legal and tax purposes instead of an equity sale.

Further, in connection with the Sale of Business, SharpLink entered into a Post Closing Covenant Agreement (the “PCCA”) with the Buyer defining the post-closing terms and conditions relating to certain transfers and assignments of assets subsequent to the closing of the Sale of Business, including:

Transferring control of all bank accounts held by the Targets to the Buyer;

Transferring or cooperating with the application process for all state gaming licenses held by the Targets in connection with the change of control to the Buyer;

Providing the Buyer with an accounting of all funds due to and from and any deferred revenue between Sports Technologies, LLC, SHGN and SharpLink, Inc.;

Assigning to Buyer or its affiliates, or cause the counterparty to consent to, all contracts assumed by the Buyer or its affiliates on or subsequent to the closing based upon change of control provisions;

Assigning to Buyer or its affiliates all of its intellectual property rights purchased in the PA for the Acquired Subsidiaries or Targets.

In accordance with the terms of the PCCA, SharpLink will complete all post-closing covenants following the closing as reasonably possible, with the exception of Seller covenants that are dependent on governmental authorities or governmental orders for completion, in which case it will use diligent, good faith efforts to cause the same to be completed as soon as practical.

The $14.6 million gain was calculated by measuring the difference between the fair value of consideration received less the carrying amount of assets and liabilities sold in accordance with ASC 810.

In the statement of cashflows for the year ended December 31, 2024, the net cash used in investing activities - 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.

During the year ended December 31, 2024, SharpLink paid RSports $157,857, respectively, for use of accounting service personnel under the PCCA agreement.

RSports paid SharpLink $89,940 under the PCCA agreement for the same period.

SHGN owns all of the membership interests in Virtual Fantasy Games Acquisitions, LLC , a Minnesota limited liability company;

LeagueSafe Management, LLC , a Minnesota limited liability company;

SportsHub Reserve, LLC, a Minnesota limited liability company;

SportsHub PA, LLC, a Pennsylvania

limited liability company;

SportsHub PA, LLC, a Pennsylvania limited liability company;

SportsHub Operations, LLC, a Minnesota limited liability company;

SportsHub Holdings, LLC, a Minnesota limited

liability company;

SportsHub Holdings, LLC, a Minnesota limited liability company;

SportsHub Regulatory, LLC, a Minnesota limited liability company;

and SportsHub Player Reserve, LLC, a Minnesota limited

liability company (collectively, the “Acquired Subsidiaries”).

a result of the Equity Sale, we have ceased our Sports Gaming Client Services and SportsHub Gaming Network operations.

The historical results

of these business segments have been reflected as discontinued operations in our consolidated financial statements for all periods prior

to the closing date of the Equity Sale on January 18, 2024.

See NOTE 18 – SUBSEQUENT EVENTS included in the NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022.

May 23, 2023, SharpLink received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market

(“Nasdaq”) stating that SharpLink did not comply with the equity standard for continued listing on The Nasdaq Capital Market.

Nasdaq Listing Rule 5550(b)(1) (the “Rule”) requires listed companies to maintain stockholders’ equity of at least

$2.5 million under the net equity standard.

As of the SharpLink Quarterly Report on Form 10-Q for the three and nine-month periods ended

September 30, 2023, SharpLink reported total stockholders’ deficit of $4,463,917.

SharpLink did not meet the alternative standards

for market value of listed securities or net income from continuing operations, thus SharpLink was not in compliance with Nasdaq’s

Listing Rule.

reported on a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 12, 2023, SharpLink submitted

a hearing request with the Nasdaq Hearings Panel (the “Panel”) on November 28, 2023, relating to the Staff’s determination

to delist the Company’s securities from Nasdaq due to the Company’s failure to meet the minimum $2.5 million shareholders’

equity requirement for continued listing as defined by the Rule.

On November 28, 2023, the Company was notified by Nasdaq that an oral

hearing (the “Hearing”) had been scheduled for February 20, 2024;

and, the delisting action referenced in the Staff’s

determination letter, dated November 21, 2023, had been stayed, pending a final determination by the Panel.

January 25, 2024, SharpLink filed a Current Report on Form 8-K with the SEC, disclosing details of the sale of its Sports Gaming Client Services and SportsHub Gaming Network business units to RSports Interactive, Inc.

for $22.5 million in an all-cash transaction

(the “Equity Sale”).

As a result of the Equity Sale, the Company’s total stockholders’ equity exceeded $2.5 million

as of the date of the above referenced Form 8-K filing.

As a result of the Equity Sale, the Company believed that it had regained compliance

with all applicable continued listing requirements and had requested that the Staff determine whether the Hearing should be cancelled.

February 7, 2024, SharpLink received formal notification from Nasdaq that the Company’s previously announced deficiency under the

Rule had been cured, and the Company had regained compliance with all applicable continued listing standards.

Therefore, the Hearing

before the Nasdaq Hearings Panel, originally scheduled for February 20, 2024, was cancelled.

SharpLink’s Common Stock continues

to be listed and traded on Nasdaq.

See NOTE 18 – SUBSEQUENT EVENTS included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022.

Redomestication

from Israel to Delaware

February 13, 2024, SharpLink Israel completed its previously announced domestication merger (“Domestication Merger”), pursuant

to the terms and conditions set forth in an Agreement and Plan of Merger (the “Domestication Merger Agreement”), dated June

14, 2023 and amended July 24, 2023, among SharpLink Israel, SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary

of SharpLink US (“Domestication Merger Sub”) and SharpLink Gaming, Inc.

and SportsHub Player Reserve, LLC, a Minnesota limited liability company (collectively, the “Acquired Subsidiaries”).

As a result of the Sale of Business, we have ceased our Sports Gaming Client Services and SportsHub Gaming Network operations.

The historical results of these business segments have been reflected as discontinued operations in our consolidated financial statements for all periods prior to the closing date of the Sale of Business on January 18, 2024.

See Note 3 included in the notes to the consolidated financial statements for the years ended December 31, 2024 and 2023

Nasdaq Notice

2023 Continued Listing Deficiencies

On May 23, 2023, SharpLink received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that SharpLink did not comply with the equity standard for continued listing on The Nasdaq Capital Market.

Nasdaq Listing Rule 5550(b)(1) (the “Rule”) requires listed companies to maintain stockholders’ equity of at least $2.5 million under the net equity standard.

As of the SharpLink Quarterly Report on Form 10-Q for the three and nine-month periods ended September 30, 2023, SharpLink reported total stockholders’ deficit of $4,463,917.

SharpLink did not meet the alternative standards for market value of listed securities or net income from continuing operations, thus SharpLink was not in compliance with Nasdaq’s Listing Rule.

As reported on a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 12, 2023, SharpLink submitted a hearing request with the Nasdaq Hearings Panel (the “Panel”) on November 28, 2023, relating to the Staff’s determination to delist the Company’s securities from Nasdaq due to the Company’s failure to meet the minimum $2.5 million shareholders’ equity requirement for continued listing as defined by the Rule.

On November 28, 2023, the Company was notified by Nasdaq that an oral hearing (the “Hearing”) had been scheduled for February 20, 2024;

and, the delisting action referenced in the Staff’s determination letter, dated November 21, 2023, had been stayed, pending a final determination by the Panel.

On January 24, 2024, SharpLink filed a Current Report on Form 8-K with the SEC, disclosing details of the sale of its Sports Gaming Client Services and SportsHub Gaming Network business units to RSports Interactive, Inc.

for $22.5 million in an all-cash transaction (the “Sale of Business”).

As a result of the Sale of Business, the Company’s total stockholders’ equity exceeded $2.5 million as of the date of the above referenced Form 8-K filing.

As a result of the Sale of Business, the Company believed that it had regained compliance with all applicable continued listing requirements and had requested that the Staff determine whether the Hearing should be cancelled.

On February 7, 2024, SharpLink received formal notification from Nasdaq that the Company’s previously announced deficiency under the Rule had been cured, and the Company had regained compliance with all applicable continued listing standards.

Therefore, the Hearing before the Nasdaq Hearings Panel, originally scheduled for February 20, 2024, was cancelled.

2024 Continued Listing Deficiencies

As previously announced in a press release, dated July 17, 2024, and reported on Form 10-Q filed by the Company on August 15, 2024, the Company received a letter on July 17, 2024, from Nasdaq notifying the Company that, because 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.

On January 8, 2025, SharpLink received a letter (the "Notice”) from the Listing Qualifications Department of the Nasdaq indicating the Company’s continued non-compliance with Nasdaq Marketplace Rule 5550(a)(2) (the "Bid Price Rule”).

The Company’s 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 is working to evidence compliance with both the Minimum Bid Price Requirement and Minimum Stockholder’s Equity Requirement for continued listing on the Nasdaq Capital Market and intends to submit a plan to that effect to the Nasdaq Hearings Panel (the "Panel”) as part of the hearing process;

however, there can be no assurance the Panel will grant any request for continued listing or that the Company will be able to regain compliance with the applicable listing criteria within the period of time that may be granted by the Panel.

See NOTE 18 – SUBSEQUENT EVENTS included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED December 31, 2024 and 2023.

Redomestication from Israel to Delaware

On February 13, 2024, SharpLink Israel completed its previously announced domestication merger (“Domestication Merger”), pursuant to the terms and conditions set forth in an Agreement and Plan of Merger (the “Domestication Merger Agreement”), dated June 14, 2023 and amended July 24, 2023, among SharpLink Israel, SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink US (“Domestication Merger Sub”) and SharpLink Gaming, Inc.

(“SharpLink US”).

The Domestication Merger

was achieved through a merger of SharpLink Merger Sub with and into SharpLink Israel, with SharpLink Israel surviving the merger and

becoming a wholly owned subsidiary of SharpLink US.

The Domestication Merger was approved by the shareholders of SharpLink Israel at

an extraordinary special meeting of shareholders held on December 6, 2023.

SharpLink US’s Common Stock commenced trading on the

Nasdaq Capital Market under the same ticker symbol, SBET, on February 14, 2024.

See NOTE 18 – SUBSEQUENT EVENTS included in the

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022.

table below reflects our revenue by operating segment for the years indicated below:

For the Year Ended December 31,

Affiliate Marketing Services - International

Affiliate Marketing Services – United States

Marketing Services – International

December 31, 2021, in a combination of cash and stock transaction, SharpLink acquired certain assets of FourCubed, including FourCubed’s

iGaming and affiliate marketing network, known as PAS.net (“PAS”).

For more than 18 years, PAS has focused on delivering

quality traffic and player acquisitions, retention and conversions to U.S.

The Domestication Merger was achieved through a merger of SharpLink Merger Sub with and into SharpLink Israel, with SharpLink Israel surviving the merger and becoming a wholly owned subsidiary of SharpLink US.

The Domestication Merger was approved by the shareholders of SharpLink Israel at an extraordinary special meeting of shareholders held on December 6, 2023.

SharpLink US’s Common Stock commenced trading on the Nasdaq Capital Market under the same ticker symbol, SBET, on February 14, 2024.

Operating Segments

We operate in one reportable segment, Affiliate Marketing Services.

Affiliate Marketing Services

On December 31, 2021, in a combination of cash and stock transaction, SharpLink acquired certain assets of FourCubed, including FourCubed’s iGaming and affiliate marketing network, known as PAS.net (“PAS”).

For more than 18 years, PAS has focused on delivering quality traffic and player acquisitions, retention and conversions to U.S.

regulated and global iGaming operator partners worldwide.

In fact, PAS won industry recognition as the European online gambling industry’s Top Affiliate Manager, Top Affiliate Website and

Top Affiliate Program for four consecutive years by both igambingbusiness.com and igamingaffiliate.com.

The strategic acquisition of

FourCubed brought SharpLink an industry respected operating team with decades of combined experience in conversion through affiliate

marketing services and in securing recurring net gaming revenue (“NGR”) contracts with many of the world’s leading

iGaming companies, including Party Poker, bwin, UNIBET, GG Poker, 888 poker, betfair and World Poker Tour (WPT Global), among others.

PAS affiliate network is comprised of more than 12,400 referred sub-affiliates and has delivered over 2.5 million referred players since

the network’s launch in 2008.

Marketing Services – United States

part of our strategy to deliver unique fan activation solutions to our sportsbook and casino partners, in November 2022, we executed

the first phase of a planned multi-phase roll-out of our U.S.-focused direct to player (“D2P”) business with the launch

of state-specific affiliate marketing websites.

These state-specific domains are designed to attract, acquire and drive local sports

betting and casino traffic directly to the Company’s sportsbook and casino partners’ which are licensed to operate in

each respective state.

As of March 29, 2024, we are licensed to operate in 18 jurisdictions and own and operate D2P sites serving 17

Specifically,

the following proprietary affiliate marketing web properties are in operation:

– sharpbettingaz.com

– sharpbettingco.com

– sharpbettingia.com

– sharpbettingil.com

– sharpbettingin.com

– sharpbettingks.com

– sharpbettingla.com

– sharpbettingmd.com

– sharpbettingmi.com

Jersey – sharpbettingnj.com

York – sharpbettingny.com

– sharpbettingoh.com

– sharpbettingpa.com

– sharpbettingtn.com

– sharpbettingva.com

Virginia – sharpbettingwv.com

– sharpbettingwy.com

17 websites feature key highlights, sports betting offers and special promo codes for partner sportsbooks operating in each state.

addition, four of the 17 state sites – Michigan, New Jersey, Pennsylvania and West Virginia where iGaming has been legalized –

feature similar content relating directly to SharpLink’s online casino partners.

As more states legalize sports betting, our portfolio

of state-specific affiliate marketing properties may expand to include them.

We largely utilize search engine optimization and programmatic

advertising campaigns to drive traffic to our D2P sites.

the first quarter of 2023, we announced that in connection with our national audience aggregation and phased D2P revenue growth initiatives,

phase two of our plan was implemented when we launched SharpBetting.com, a sports betting education hub for experienced and novice sports

SharpBetting.com is a robust educational website dedicated to teaching new sports betting enthusiasts the fundamentals of, and

winning strategies for, navigating the legal sports betting landscape.

Marketing Services Revenue Models

generates revenue from both our Affiliate Marketing Services International and United States segments by earning a commission from sportsbooks

and casino operators on new depositors directed to them via our PAS affiliate marketing network in international markets and from our

proprietary D2P websites in America.

Depending on the terms of our marketing agreement with each operator and the type of license SharpLink

has been granted in a particular state by its regulator, commissions may be paid in the form of cost per acquisition (“CPA”)

or by sharing in NGR generated by the referred depositor.

for odds or lines on any given match-up, and the vast majority of search results will spring from affiliate marketing sites.

play a critical role in the online sports betting and casino gaming ecosystems, especially in newly regulated states in the United States.

affiliate market has a long history of operating in tandem with sports betting, reaching back to much-more-mature markets like the United

Kingdom and countries throughout Europe – or even beyond locally regulated online betting – and into the early annals of

The strategic acquisition of FourCubed brought SharpLink an industry respected operating team with decades of combined experience in conversion through affiliate marketing services and in securing recurring net gaming revenue (“NGR”) contracts with many of the world’s leading iGaming companies, including Party Poker, bwin, UNIBET, GG Poker, 888 poker, betfair and World Poker Tour (WPT Global), among others.

The PAS affiliate network is comprised of more than 12,400 referred sub-affiliates and has delivered over 2.5 million referred players since the network’s launch in 2008.

As part of our strategy to deliver unique fan activation solutions to our sportsbook and casino partners, in November 2022, we executed the first phase of a planned multi-phase roll-out of our U.S.-focused direct to player (“D2P”) business with the launch of state-specific affiliate marketing websites.

These state-specific domains are designed to attract, acquire and drive local sports betting and casino traffic directly to the Company’s sportsbook and casino partners’ which are licensed to operate in each respective state.

As of March 15 , 2025, we are licensed to operate in 18 jurisdictions and own and operate D2P sites serving 17 U.S.

Specifically, the following proprietary affiliate marketing web properties are in operation:

Arizona – sharpbettingaz.com

Colorado – sharpbettingco.com

Iowa – sharpbettingia.com

Illinois – sharpbettingil.com

Indiana – sharpbettingin.com

Kansas – sharpbettingks.com

Louisiana – sharpbettingla.com

Maryland – sharpbettingmd.com

Michigan – sharpbettingmi.com

New Jersey – sharpbettingnj.com

New York – sharpbettingny.com

Ohio – sharpbettingoh.com

Pennsylvania – sharpbettingpa.com

Tennessee – sharpbettingtn.com

Virginia – sharpbetting.com

West Virginia – sharpbettingwv.com

Wyoming – sharpbettingwy.com

All 17 websites feature key highlights, sports betting offers and special promo codes for partner sportsbooks operating in each state.

In addition, four of the 17 state sites – Michigan, New Jersey, Pennsylvania and West Virginia where iGaming has been legalized – feature similar content relating directly to SharpLink’s online casino partners.

As more states legalize sports betting, our portfolio of state-specific affiliate marketing properties may expand to include them.

We largely utilize search engine optimization and programmatic advertising campaigns to drive traffic to our D2P sites.

In the first quarter of 2023, we announced that in connection with our national audience aggregation and phased D2P revenue growth initiatives, phase two of our plan was implemented when we launched SharpBetting.com, a sports betting education hub for experienced and novice sports fans.

SharpBetting.com is a robust educational website dedicated to teaching new sports betting enthusiasts the fundamentals of, and winning strategies for, navigating the legal sports betting landscape.

Affiliate Marketing Services Revenue Models

SharpLink generates revenue from our Affiliate Marketing Services segments by earning a commission from sportsbooks and casino operators on new depositors directed to them via our PAS affiliate marketing network in international markets and from our proprietary D2P websites in U.S.

jurisdictions.

Depending on the terms of our marketing agreement with each operator and the type of license SharpLink has been granted in a particular state by its regulator, commissions may be paid in the form of cost per acquisition (“CPA”) or by sharing in Net Gaming Revenues ("NGR") generated by the referred depositor.

Market Opportunity

Search for odds or lines on any given match-up, and the vast majority of search results will spring from affiliate marketing sites.

Affiliates play a critical role in the online sports betting and casino gaming ecosystems, especially in newly regulated states in the United States.

The affiliate market has a long history of operating in tandem with sports betting, reaching back to much-more-mature markets like the United Kingdom and countries throughout Europe – or even beyond locally regulated online betting – and into the early annals of U.S.

sports betting upon the 2018 repeal of the Professional and Amateur Sports Protection Act (“PASPA”).

However, today,

the value of a modern affiliate marketer goes far beyond the number of first-time depositors they generate in a month.

Rather, they also

provide expert feedback, educate new players on betting responsibly and offer a low-risk marketing alternative to traditional advertising,

as they are paid on performance.

every online gambling operator in the Unites States and in Europe utilizes affiliate marketing to get their brand in front of the most

valuable customers — the high intent customers who are well-aware, well-informed and already interested players that generate more

In fact, many of the end-users that browse an affiliate marketing website have already decided that they are going to open an

account with a sportsbook or online poker room and wager online;

However, today, the value of a modern affiliate marketer far surpasses the number of first-time depositors they generate in a month.

Rather, they also provide expert feedback, educate new players on betting responsibly and offer a low-risk marketing alternative to traditional advertising, as they are paid on performance.

Virtually every online gambling operator in the Unites States and in Europe utilizes affiliate marketing to get their brand in front of the most valuable customers — the high intent customers who are well-aware, well-informed and already interested players that generate more revenue.

In fact, many of the end-users that browse an affiliate marketing website have already decided that they are going to open an account with a sportsbook or online poker room and wager online;

however, they have not yet decided where they want to do that.

to technical tools and features like digital marketing, analytics and the extended usage of cookies, affiliate marketing in sports betting

and online casino gaming has become extremely cost effective to implement and measure, making it a billion dollar industry.

to data analysts at Demand Sage, the global affiliate marketing industry is growing at a “very handsome rate,” with a current

market size of $27.8 billion that is projected to reach $48 billion by 2027.

Affiliate marketing has been a critical strategy in ecommerce

for nearly a decade.

In fact, Influencer Marketing Hub projects that affiliate marketing spend will reach $15.7 billion globally in 2024.

That’s up from $8.6 billion in 2017.

number of businesses exist in the market for performance marketing solutions for the sports betting and casino gaming industries.

businesses generally fall into three categories:

Due to technical tools and features like Artificial Intelligence, machine learning, digital marketing, analytics and the extended usage of cookies, the landscape of iGaming affiliate marketing has not just grown, it has transformed into a colossal global powerhouse, reshaping how millions engage with online gambling and online sports betting.

In fact, according to Grand View Research industry analysts, the global iGaming market is projected to balloon from $63.53 billion in 2022 to more than $153 million by 2030, representing a compound annual growth rate of 11.7 from 2023 to 2030.

A number of businesses exist in the market for performance marketing solutions for the sports betting and casino gaming industries.

These businesses generally fall into three categories:

small companies with some similar products but with minimal distribution;

that acknowledge official rights but lack meaningful scale;

and genuine competitors that offer similar products and services to the same

target clients.

SharpLink considers its most direct and relevant competitors to be Gambling.com, Catena Media and Bettor Collective.

specific industries in which we operate are characterized by dynamic customer demand and technological advances, and there is significant

competition among sports betting and casino gaming affiliate marketers.

A number of established, well-financed companies producing online

gaming and/or sports betting fan activation solutions compete with our service offerings, and other well-capitalized companies may introduce

competitive services.

There has also been consolidation among competitors in the sports betting and casino gaming industries and such

consolidation and future consolidation could result in the formation of larger competitors with increased financial resources and altered

cost structures, which may enable them to offer more competitive products and services, gain a larger market share, expand their product

and service offerings and broaden their geographic scope of operations.

Competitive Strengths

believes that the principal differentiating factors that set us apart from our competition include our market-centric portfolio of fan

activation solutions, comprised of our proprietary affiliate marketing network, owned and operated U.S.

state-specific D2P web properties,

long-standing relationships with sportsbooks and casino gaming operators, ease of integration with our operating partners and scalability

of our growth platform.

SharpLink’s products, services, experience, industry relationships and corporate culture allow it to compete

effectively across all these factors.

Growth Strategies

on performance marketing.

Through the recent Equity Sale of our Sports Gaming Client Services and SportsHub Gaming Network

businesses, SharpLink has emerged as a pure-play performance marketing company with a solid balance sheet, cash, no interest-bearing

debt, significantly reduced operating expenses and a core team of affiliate marketing experts – all with an innate

entrepreneurial mindset and a shared commitment to growth, cost discipline and long-term value creation.

managing our growth portfolio for long-term value creation.

Our production and development programs present numerous investment

opportunities that we believe will deliver long-term growth by providing our partners with valuable new customer acquisition capabilities

made possible through our proprietary performance marketing solutions.

We evaluate each opportunity independently, as well as within

the context of other investment opportunities, to determine relative cost, timing and potential for generation of returns, and thereby

its priority.

This process helps us to make informed decisions regarding potential growth capital requirements and supports our allocation

of resources based on relative risks and returns to maximize long-term value creation, which is the key objective of our growth strategy.

companies that acknowledge official rights but lack meaningful scale;

and genuine competitors that offer similar products and services to the same target clients.

SharpLink considers its most direct and relevant competitors to be Gambling.com, Catena Media and Better Collective.

The specific industries in which we operate are characterized by dynamic customer demand and technological advances, and there is significant competition among sports betting and casino gaming affiliate marketers.

A number of established, well-financed companies producing online gaming and/or sports betting fan activation solutions compete with our service offerings, and other well-capitalized companies may introduce competitive services.

There has also been consolidation among competitors in the sports betting and casino gaming industries and such consolidation and future consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products and services, gain a larger market share, expand their product and service offerings and broaden their geographic scope of operations.

Our Competitive Strengths

SharpLink believes that the principal differentiating factors that set us apart from our competition include our market-centric portfolio of fan activation solutions, comprised of our proprietary affiliate marketing network, owned and operated U.S.

state-specific D2P web properties, long-standing relationships with sportsbooks and casino gaming operators, ease of integration with our operating partners and scalability of our growth platform.

SharpLink’s products, services, experience, industry relationships and corporate culture allow it to compete effectively across all these factors.

Key Growth Strategies

Focusing on performance marketing.

Through the recent Sale of Business of our Sports Gaming Client Services and SportsHub Gaming Network businesses, SharpLink has emerged as a pure-play performance marketing company with a solid balance sheet, cash, no interest-bearing debt, significantly reduced operating expenses and a core team of affiliate marketing experts – all with an innate entrepreneurial mindset and a shared commitment to growth, cost discipline and long-term value creation.

Effectively managing our growth portfolio for long-term value creation.

Our production and development programs present numerous investment opportunities that we believe will deliver long-term growth by providing our partners with valuable new customer acquisition capabilities made possible through our proprietary performance marketing solutions.

We evaluate each opportunity independently, as well as within the context of other investment opportunities, to determine relative cost, timing and potential for generation of returns, and thereby its priority.

This process helps us to make informed decisions regarding potential growth capital requirements and supports our allocation of resources based on relative risks and returns to maximize long-term value creation, which is the key objective of our growth strategy.

We also review our portfolio on a regular basis to determine if and when to narrow our focus on the highest potential growth opportunities.

our entrepreneurial culture and continuing to attract, develop and retain highly skilled personnel.

Our Company’s culture encourages

innovation and entrepreneurialism, which helps to attract and retain highly skilled professionals.

We intend to preserve this culture

to nurture the design and development of innovative performance marketing solutions that help to distinguish us in the markets we serve.

operate in various jurisdictions and our business is subject to extensive regulation under the laws, rules and regulations of the jurisdictions

in which we operate.

Fostering our entrepreneurial culture and continuing to attract, develop and retain highly skilled personnel.

Our Company’s culture encourages innovation and entrepreneurialism, which helps to attract and retain highly skilled professionals.

We intend to preserve this culture to nurture the design and development of innovative performance marketing solutions that help to distinguish us in the markets we serve.

Evaluation of strategic alternatives.

On July 18, 2024, we announced that our Board of Directors had initiated a formal review process to evaluate strategic alternatives for SharpLink, taking a measured approach to considering multiple proposals that had been received by the Company and other proposals it was expecting to receive.

Strategic alternatives under consideration have included, but are not limited to, a sale, merger, strategic business combination or other transaction.

As part of the Board's efforts to evaluate strategic alternatives, the Board and SharpLink's management team have been advancing discussions with those prospects believed to offer us the best opportunities to optimize our existing business operations, drive growth and create and optimize value for the Company's stockholders.

Government Regulation

We operate in various jurisdictions and our business is subject to extensive regulation under the laws, rules and regulations of the jurisdictions in which we operate.

Violations of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions.

have a progressive U.S.

We have a progressive U.S.

licensing strategy.

We are currently licensed or authorized to provide affiliate marketing services to sports

betting and online casino gaming operators in 17 U.S.

State gaming authorities may, subject to certain administrative procedural

requirements, (i) deny an application, or limit, condition, revoke or suspend any license issued by them; (ii) impose fines, either

on a mandatory basis or as a consensual settlement of regulatory action; (iii) demand that named individuals or stockholders be

disassociated from a gaming business; and (iv) in serious cases, liaise with local prosecutors to pursue legal action, which may

result in civil or criminal penalties.

others, applicable laws include those regulating privacy, data/cyber security, data collection and use, cross-border data transfers,

advertising regulations and/or sports betting and online gaming laws and regulations.

These laws impact, among other things, data collection,

usage, storage, security and breach, dissemination (including transfer to third parties and cross-border), retention and destruction.

We are currently licensed or authorized to provide affiliate marketing services to sports betting and online casino gaming operators in 17 U.S.

State gaming authorities may, subject to certain administrative procedural requirements, (i) deny an application, or limit, condition, revoke or suspend any license issued by them; (ii) impose fines, either on a mandatory basis or as a consensual settlement of regulatory action; (iii) demand that named individuals or stockholders be disassociated from a gaming business; and (iv) in serious cases, liaise with local prosecutors to pursue legal action, which may result in civil or criminal penalties.

Among others, applicable laws include those regulating privacy, data/cyber security, data collection and use, cross-border data transfers, advertising regulations and/or sports betting and online gaming laws and regulations.

These laws impact, among other things, data collection, usage, storage, security and breach, dissemination (including transfer to third parties and cross-border), retention and destruction.

Certain of these laws provide for civil and criminal penalties for violations.

data privacy and collection laws and regulations that affect SharpLink’s business include, but are not limited to:

The data privacy and collection laws and regulations that affect SharpLink’s business include, but are not limited to:

federal, state and local data protections laws such as the Federal Trade Commission Act and similar state laws;

data breach laws and state privacy laws, such as the California Consumer Privacy Act, the California Consumer Privacy Rights Act,

and the Stop Hacks and Improve Electronic Data Security Act of New York;

data protection, data localization and state laws impacting data privacy and collection.

regulations that affect SharpLink’s business include:

state data breach laws and state privacy laws, such as the California Consumer Privacy Act, the California Consumer Privacy Rights Act, and the Stop Hacks and Improve Electronic Data Security Act of New York;

other data protection, data localization and state laws impacting data privacy and collection.

Other regulations that affect SharpLink’s business include:

state laws regulating sports betting, fantasy sports and online gaming and related licensing requirements;

regulating the advertising and marketing of sports betting, including but not limited to the U.S.

laws regulating the advertising and marketing of sports betting, including but not limited to the U.S.

Federal Trade Commission Act;

and regulations relating to antitrust, competition, anti-money laundering, economic and trade sanctions, intellectual property, consumer

protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters;

international, domestic federal and state laws impacting marketing and advertising, including but not limited to laws such as the

Americans with Disabilities Act, the Telephone Consumer Protection Act of 1991, state telemarketing laws and regulations, and state

unfair or deceptive practices acts.

more detailed information regarding government regulations that has historically affected or may affect our business in the foreseeable

future, please refer to Item 1a.

laws and regulations relating to antitrust, competition, anti-money laundering, economic and trade sanctions, intellectual property, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters;

other international, domestic federal and state laws impacting marketing and advertising, including but not limited to laws such as the Americans with Disabilities Act, the Telephone Consumer Protection Act of 1991, state telemarketing laws and regulations, and state unfair or deceptive practices acts.

For more detailed information regarding government regulations that has historically affected or may affect our business in the foreseeable future, please refer to Item 1a.

Risk Factors – Risks Related to Legal Matters and Regulations Affecting SharpLink’s Business.

has implemented (and is committed to continually refining and enhancing) a holistic internal compliance program to help ensure that

we remain in full compliance with state regulatory licensing requirements imposed on us in connection with our business operations.

is an important cornerstone of our growth strategy and we are committed to building our business and our reputation by adhering to the

highest compliance standards.

principal executive offices are located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota and our telephone number is

612-293-0619.

SharpLink has implemented (and is committed to continually refining and enhancing) a holistic internal compliance program to help ensure that we remain in full compliance with state regulatory licensing requirements imposed on us in connection with our business operations.

Compliance is an important cornerstone of our growth strategy and we are committed to building our business and our reputation by adhering to the highest compliance standards.

Our Headquarters

Our principal executive offices are located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota and our telephone number is 612-293-0619.

Our website address is www.sharplink.com.

The information contained on, or that can be accessed through, our website is

not a part of this Annual Report.

The information contained on, or that can be accessed through, our website is not a part of this Annual Report.

We have included our website address in this Annual Report solely as an inactive textual reference.

Capital Resources

of December 31, 2023, SharpLink employed a total of 51 full-time employees.

However, upon closing of the Equity Sale of our Sports Gaming Services and SportsHub Gaming Network businesses to RSports on January 18, 2024, 46 people previously employed by us moved to

RSports in connection with the Equity Sale.

SharpLink outsources certain employment benefits and other employee-related administrative

functions to a third party service provider, which serves as a co-employer of its employees for these purposes.

None of SharpLink’s

employees are currently represented by a labor union or covered by a collective bargaining agreement, and SharpLink’s management

believes that the company’s relations with its employees are good.

acknowledge that our employees are our most valued asset and the driving force behind our success.

For this reason, we aspire to be an

employer that is known for cultivating a positive and welcoming work environment and one that fosters growth, provides a safe place to

work, supports diversity and embraces inclusion.

To support these objectives, our human resources programs are designed to develop talent

to prepare them for critical roles and leadership positions for the future;

reward and support employees through competitive pay, benefit

and perquisite programs;

Human Capital Resources

As of December 31, 2023, SharpLink employed a total of 51 full-time employees.

However, upon closing of the Sale of Business of our Sports Gaming Services and SportsHub Gaming Network businesses to RSports on January 18, 2024, 46 people previously employed by us moved to RSports in connection with the Sale of Business.

SharpLink outsources certain employment benefits and other employee-related administrative functions to a third party service provider, which serves as a co-employer of its employees for these purposes.

None of SharpLink’s employees are currently represented by a labor union or covered by a collective bargaining agreement, and SharpLink’s management believes that the company’s relations with its employees are good.

As of December 31, 2024, we employed a total of five (5) full-time employees.

We acknowledge that our employees are our most valued asset and the driving force behind our success.

For this reason, we aspire to be an employer that is known for cultivating a positive and welcoming work environment and one that fosters growth, provides a safe place to work, supports diversity and embraces inclusion.

To support these objectives, our human resources programs are designed to develop talent to prepare them for critical roles and leadership positions for the future;

reward and support employees through competitive pay, benefit and perquisite programs;

enhance our culture through efforts aimed at making the workplace more engaging and inclusive;

acquire talent

and facilitate internal talent mobility to create a high performing, diverse workforce;

engage employees as brand ambassadors of our

acquire talent and facilitate internal talent mobility to create a high performing, diverse workforce;

engage employees as brand ambassadors of our products;

and evolve and invest in technology, tools and resources to enable employees at work.

property rights are important to the success of SharpLink’s business.

SharpLink relies on a combination of database, trademark,

trade secret, confidentiality and other intellectual property protection laws in the United States and other jurisdictions, as well as

license agreements, confidentiality procedures, non-disclosure agreements with third parties and other contractual protections, to protect

its intellectual property rights, including its databases, know-how and brand.

In the United States, SharpLink currently hold several

domain names and, in the future, it may acquire patents, additional trademarks and domain names.

As of March 29, 2024, SharpLink owns

294 domain name registrations.

has not always been, and in the future may not be, possible or commercially desirable to obtain registered protection for SharpLink’s

products, software, databases or other technology.

In such situations, SharpLink relies on laws governing protection of unregistered

intellectual property rights, confidentiality and/or contractual exclusivity of and to underlying data and technology to prevent unauthorized

use by third parties.

SharpLink uses Open Source Software in its services and periodically reviews its use of Open Source Software to

attempt to avoid subjecting its services and product offerings to conditions SharpLink does not intend to impose on them.

controls access to and use of its data, databases, and other confidential information through the use of internal and external controls,

including contractual protections with employees, contractors, clients and partners.

SharpLink requires its employees, consultants and

other third parties to enter into confidentiality and proprietary rights agreements, and it controls and monitors access to its data,

database, software, documentation, proprietary technology and other confidential information.

SharpLink’s policy is to require

all of its employees and independent contractors to sign agreements assigning to it any inventions, trade secrets, works of authorship,

developments, processes and other intellectual property generated by them on its behalf and under which they agree to protect its confidential

Intellectual Property

Intellectual property rights are important to the success of SharpLink’s business.

SharpLink relies on a combination of database, trademark, trade secret, confidentiality and other intellectual property protection laws in the United States and other jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements with third parties and other contractual protections, to protect its intellectual property rights, including its databases, know-how and brand.

In the United States, SharpLink currently hold several domain names and, in the future, it may acquire patents, additional trademarks and domain names.

As of March 14, 2025, SharpLink owns 177 domain name registrations.

It has not always been, and in the future may not be, possible or commercially desirable to obtain registered protection for SharpLink’s products, software, databases or other technology.

In such situations, SharpLink relies on laws governing protection of unregistered intellectual property rights, confidentiality and/or contractual exclusivity of and to underlying data and technology to prevent unauthorized use by third parties.

SharpLink uses Open Source Software in its services and periodically reviews its use of Open Source Software to attempt to avoid subjecting its services and product offerings to conditions SharpLink does not intend to impose on them.

SharpLink controls access to and use of its data, databases, and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, clients and partners.

SharpLink requires its employees, consultants and other third parties to enter into confidentiality and proprietary rights agreements, and it controls and monitors access to its data, database, software, documentation, proprietary technology and other confidential information.

SharpLink’s policy is to require all of its employees and independent contractors to sign agreements assigning to it any inventions, trade secrets, works of authorship, developments, processes and other intellectual property generated by them on its behalf and under which they agree to protect its confidential information.

In addition, SharpLink generally enters into confidentiality agreements with its business partners.

You Can Find Additional Information

Company currently files with the U.S.

Securities and Exchange Commission (the “SEC”) current reports on Form 8-K, and amendments

to those reports and will furnish its proxy statement.

Further, all filings made by SharpLink when it qualified as a foreign private

issuer are also maintained with the SEC.

These filings are available free of charge on the Company’s website, www.sharplink.com,

shortly after they are filed with the SEC, including filings made by SharpLink and SharpLink Israel.

The SEC maintains an Internet website,

www.sec.gov, which contains reports and information statements and other information regarding issuers.

Where You Can Find Additional Information

The Company currently files with the U.S.

Securities and Exchange Commission (the “SEC”) Current Reports on Form 8-K, and amendments to those reports and will furnish its proxy statement.

Further, all filings made by SharpLink when it qualified as a foreign private issuer are also maintained with the SEC.

These filings are available free of charge on the Company’s website, www.sharplink.com, shortly after they are filed with the SEC, including filings made by SharpLink and SharpLink Israel.

The SEC maintains an Internet website, www.sec.gov, which contains reports and information statements and other information regarding issuers.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business