What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-12 compared with 2025-08-14 · 1664 added, 1623 removed, 509 unchanged (87% of the section changed)

CONSOLIDATED BALANCE SHEETS

June 30, 2025

September 30, 2025

December 31, 2024

Current Assets

USDC stablecoin

Accounts receivable, net of allowance for credit losses of $ 0

4 unchanged sentences

Total current assets

Crypto assets

Digital intangible assets

Crypto assets at fair value

2,409,797,249

Crypto assets at cost

Investment, cost

10 unchanged sentences

Total liabilities

Commitments and Contingencies

Commitments and Contingencies (Note 11)

Stockholders’ Equity

3 unchanged sentences

liquidation preference:

Series B preferred stock, $ 0.0001 par value;

Series B preferred stock, $ 0.0001

authorized shares:

issued and outstanding shares:

0 and 12,481 ;

liquidation preference:

Preferred stock value

Common stock, $ 0.0001 par value;

Common stock, $ 0.0001

authorized shares 2,500,000,000

issued and outstanding shares:

and 100,000,000 ;

issued 194,131,641

and 407,295 , respectively;

Treasury stock, 90 shares of common stock at cost

outstanding shares:

192,193,183 and 407,287 ,

Treasury stock, 1,938,458

and 8 shares, respectively, of common stock

( 31,721,488 )

Additional paid-in capital

3,178,040,218

Accumulated deficit

2 unchanged sentences

Total stockholders’ equity

3,068,401,762

Total liabilities and stockholders’ equity

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Cost of revenues

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Revenue from staking

Revenue from affiliate marketing

Revenues and gains from operations

Other operating income

Realized gain on crypto assets at fair value, net

Unrealized gain on crypto assets at fair value, net

Total operating income

Operating expenses

Cost of revenues from affiliate marketing

Selling, general, and administrative expenses

Stock-based compensation, related party

Impairment of digital intangible assets

Realized gains on crypto assets, net

( 5,373,583 )

Unrealized loss on crypto assets

Operating loss

( 103,380,184 )

( 1,204,550 )

( 104,305,728 )

Impairment of crypto assets at cost

Total operating expenses

Operating income (loss)

( 3,686,848 )

2 unchanged sentences

Interest expense

Other income (expense)

Change in fair value of convertible debenture and warrant liabilities

Total other income

Net loss before income taxes

( 103,343,249 )

( 104,257,173 )

Net income (loss) before income taxes

( 3,409,954 )

Income tax expense

Net loss from continuing operations

( 103,370,535 )

( 104,287,267 )

Net income (loss) from continuing operations

( 3,465,467 )

4 unchanged sentences

$ ( 127,423 )

Numerator for basic and diluted net loss per share:

Net loss from continuing operations

$ ( 103,370,535 )

Numerator for basic and diluted net income (loss) per share:

Net income (loss) from continuing operations

$ 104,247,275

3 unchanged sentences

Net income (loss)

( 103,422,727 )

( 104,397,628 )

Denominator for net loss per share:

Basic weighted average shares for continuing and discontinued operations

Diluted weighted average shares for discontinued operations

Diluted weighted average shares for continuing and discontinued operations

Net earnings (loss) per share:

Net loss from continuing operations per share - basic

Net income from discontinued operations per share – basic

Net loss per share - basic

Net loss from continuing operations per share - diluted

Net income from discontinued operations per share – diluted

Net loss per share - diluted

Net income (loss) from continuing operations per share - basic

Net income (loss) from discontinued operations per share – basic

Net income (loss) per share - basic

Net income (loss) from continuing operations per share - diluted

Net income (loss) from discontinued operations per share – diluted

Net income (loss) per share - diluted

accompanying notes to these condensed consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

THE three and six months ended June 30, 2025 and 2024

Common/Ordinary

A-1 preferred stock

B preferred stock

THE three and nine months ended September 30, 2025 and 2024

preferred stock

Treasury stock

shareholders’

December 31, 2023

Balance, December 31, 2023

$ ( 87,857,456 )

( 9,399,769 )

Domestication

equity adjustment - Note 1

compensation expense

issued for vested restricted stock

of common stock for exercise of warrants

settlement agreement - Note 8

of common stock for exchange of warrants - Note 8

exchange agreement - deemed dividend - Note 8

exchange agreement, issuance of pre-funded warrants - Note 8

at March 31, 2024

Domestication equity adjustment - Note 1

Stock-based compensation expense

Shares issued for vested restricted stock

Issuance of common stock for exercise of warrants

Warrant settlement agreement - Note 8

Issuance of common stock for exchange of warrants - Note 8

Warrant exchange agreement - deemed dividend - Note 8

Warrant exchange agreement, issuance of pre-funded warrants - Note 8

Balance at March 31, 2024

$ ( 75,558,222 )

compensation expense

issued for vested restricted stock

sold for cash

exchange amendment - Note 8

at June 30, 2024

Stock-based compensation expense

Shares issued for vested restricted stock

Shares sold for cash

Warrant exchange amendment - Note 8

Balance at June 30, 2024

$ ( 76,021,181 )

at December 31, 2024

Stock-based compensation expense

Shares issued for vested restricted stock

Issuance of common stock for exercise of warrants

Balance at September 30, 2024

$ ( 76,906,312 )

compensation expense

of common stock from exercise of warrants

of common stock sold in at-the-market offering

at March 31, 2025

Balance at December 31, 2024

$ ( 77,808,959 )

Stock-based compensation expense

Issuance of common stock from exercise of warrants

Issuance of common stock sold in at-the-market offering

Balance at March 31, 2025

$ ( 78,783,860 )

1 unchanged sentence

( 103,422,727 )

compensation expense

issued for vested restricted stock

of common stock for exchange agreement

of common stock for exercise of warrants

of common stock sold in private placement May 20, 2025

of common stock sold in a private placement May 26, 2025

of common stock sold in at-the-market offering

at June 30, 2025

Stock-based compensation expense

Shares issued for vested restricted stock

Issuance of common stock for exchange agreement

Issuance of common stock for exercise of warrants

Issuance of common stock sold in private placement May 20, 2025

Issuance of common stock sold in a private placement May 26, 2025

Issuance of common stock sold in at-the-market offering

Balance at June 30, 2025

$ 634,748,320

4 unchanged sentences

$ 452,519,350

Stock-based compensation expense

Shares issued for vested restricted stock

Issuance of common stock sold in private placement August 8, 2025

Issuance of common stock sold in a private placement August 12, 2025

Issuance of common stock sold in at-the-market offering

1,960,520,119

1,960,530,043

Stock repurchased (treasury stock)

( 1,938,450 )

( 31,692,488 )

Balance at September 30, 2025

$ 3,178,040,218

( 1,938,458 )

$ ( 31,721,488 )

$ ( 77,936,382 )

$ 3,068,401,762

$ 3,178,040,218

( 1,938,458 )

$ ( 31,721,488 )

$ ( 77,936,382 )

$ 3,068,401,762

accompanying notes to these condensed consolidated financial statements.

1 unchanged sentence

Includes cash flow activities from both continuing and discontinued operations

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

( 104,397,628 )

Net income (loss) from discontinued operations, net of tax

1 unchanged sentence

$ ( 3,465,467 )

$ ( 2,677,475 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

1 unchanged sentence

Amortization of debt discount

Change in fair value

Change in fair value of convertible debenture and warrant liabilities

Deferred tax expense

1 unchanged sentence

Stock-based compensation expense, related party

Impairment on digital intangible assets

Unrealized loss on crypto assets

Realized gains on crypto assets, net

Impairment on crypto assets at cost

Unrealized gain on crypto assets at fair value, net

( 104,889,114 )

Crypto rewards on native staking

Realized gain on crypto assets at fair value, net

( 11,681,359 )

Crypto rewards on native staking, net

( 10,302,343 )

Loss on disposal of equipment

1 unchanged sentence

Accounts receivable

Other receivable

Due from Rsports Interactive, Inc.

6 unchanged sentences

( 4,434,002 )

Net cash (used in) provided by operating activities - discontinued operations

Net cash used in operating activities - discontinued operations

( 17,112,182 )

7 unchanged sentences

( 2,539,611,653 )

USDC stablecoin purchased

( 445,096,653 )

USDC stablecoin redemptions

Proceeds from sale of intellectual property

10 unchanged sentences

Gross proceeds from sale of common stock

2,147,072,919

Issuance costs paid related to sale of common stock

( 56,654,131 )

Issuance of common stock from exchange agreement

5 unchanged sentences

( 40,956,626 )

Shares issued for restricted stock

Repurchases of common stock (treasury cost)

( 31,692,488 )

Deferred financing costs

( 1,135,937 )

Proceeds from line of credit

6 unchanged sentences

2,922,567,907

Net cash (used in) generated by financing activities - discontinued operations

( 12,337,694 )

Net cash used in financing activities - discontinued operations

( 5,835,352 )

Net cash generated by (used in) financing activities

2,922,567,907

( 18,173,046 )

Net change in cash

12 unchanged sentences

( 718,382,803 )

Receipt of digital intangible assets

Receipt of crypto assets at fair value

Crypto assets purchased with USDC stablecoin

( 337,884,920 )

Placement agent warrants

Settlement agreement, liability issued for warrants

1 unchanged sentence

Issuance of common stock for vested restricted stock

USDC stablecoin rewards

Deemed dividend

3 unchanged sentences

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

three and six months ended June 30, 2025 and 2024

1 – Basis of Presentation

accompanying unaudited condensed consolidated financial statements have been prepared by SharpLink Gaming, Inc.

(the “Company”

or “SharpLink”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

the opinion of the Company, the foregoing statements contain all adjustments, consisting only of normal recurring adjustments necessary

to present fairly the financial position of the Company as of June 30, 2025 and December 31, 2024, as well as its results of operations for

the three and six months ended June 30, 2025 and 2024.

The condensed consolidated balance sheet as of December 31, 2024 has been

derived from the audited consolidated financial statements as of that date.

The preparation of financial statements in conformity with

accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and

assumptions that affect the reported amounts therein.

Due to the inherent uncertainty involved in making estimates, actual results in

future periods may differ from the estimates.

information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed

or omitted from this report, as is permitted by rules and regulations of the SEC.

Accordingly, the condensed consolidated financial statements do not include

all information and footnotes required by GAAP for a complete financial statement presentation.

These condensed consolidated

financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year

ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 14,

2025 and Form 10-K/A filed with the SEC on March 17, 2025.

and nine months ended September 30, 2025 and 2024

1 – Organization

and Nature of Business

Headquartered

in Minneapolis, SharpLink, a Delaware corporation, recently undertook a significant strategic shift by adopting Ether

(“ETH”), the native cryptocurrency of the Ethereum blockchain (“Ether” or “ETH”) as its primary

in Minneapolis, SharpLink Gaming, Inc.

(the “Company” of “Sharplink”), a Delaware corporation, undertook a significant

strategic shift in June 2025 by adopting Ether (“ETH”), the native cryptocurrency of the Ethereum blockchain, as its primary

treasury asset.

This strategy reflects the Company’s commitment to align the corporate treasury with the future of

programmable finance, digital capital markets and decentralized infrastructure.

The Company also operates an online performance

marketing company that delivers unique fan activation solutions to its sportsbook and online casino gaming partners.

global affiliate iGaming marketing network, known as PAS.net, SharpLink drives qualified traffic and player acquisitions, retention

and conversions to U.S.

regulated sportsbooks and global casino gaming partners worldwide.

In addition, SharpLink owns a performance

marketing platform through which the Company owns and operates U.S.

state-specific web domains designed to attract, acquire and

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

respective state.

May 26, 2025, the Company entered into a securities purchase agreement for a private placement in public equity (“PIPE”),

offering an aggregate of (i) 58,699,760

shares of common stock of the Company, par value $ 0.0001

per share, at an offering price of $ 6.15

per share, and (ii) pre-funded warrants (the “Pre-Funded

Warrants”) to purchase up to an aggregate of 10,400,553

shares of Common Stock at an offering price of $ 6.1499

per Pre-Funded Warrant.

Each of the Pre-Funded Warrants is

exercisable for one share of Common Stock at the exercise price of $ 0.0001

per Pre-Funded Warrant Share, immediately exercisable, and

may be exercised at any time until all of the Pre-Funded Warrants issued in the Offering are exercised in full.

The gross proceeds from

the PIPE, before deduction the placement agents fees and offering expenses, were approximately $ 425,000,000

funded in a combination of cash and Ether.

On June 2, 2025,

SharpLink launched its treasury reserve strategy with the commencement of its purchasing of ETH, serving as the Company’s primary treasury reserve asset.

Consensys Software Inc.

acted as the lead investor in the PIPE, along with prominent crypto venture capital firms and infrastructure

providers, with an intent to assist the Company in earning distinction as one of the largest ETH-focused treasury strategies in the public

The Company also implemented native and liquid staking activities in the second quarter of 2025 to earn staking rewards from

the Company’s digital assets held.

See Note 2 - Digital Asset Holdings and Note 6 - Warrants .

May 20, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) for an offering of 34,000

shares (the “Shares”) of common stock, $ 0.0001

par value per share, and Pre-Funded Warrants (the “Pre-Funded

Warrants”) to purchase up to 1,496,612

shares of common stock .

The Shares were offered at an offering

price of $ 2.94

The gross proceeds from the Purchase Agreement,

before deducting the placement agent fees and offering expenses, were approximately $ 4,500,000 .

See Note 6 - Warrants .

Issue of shares and pre-funded warrants were recorded at the offering price in equity in accordance with ASC 505, Equity ,

with any amounts above the par value of shares were recorded in Additional paid-in capital.

to the sale of SharpLink’s Sports Gaming Client Services and SportsHub Gaming Network (“SHGN”) business units in

January 2024 (the “Sale of Business”) to RSports Interactive, Inc.

(“RSports”), a Minnesota corporation, the SHGN unit owned and operated an online gaming business that primarily facilitated daily and

seasonal peer-to-peer fantasy contests for its end users.

The SHGN business unit also operated a website that provided a variety of

services to private fantasy league commissioners, including secure online payment options, transparent tracking and reporting of

transactions, payment reminders, in-season security of league funds and facilitation of prize payouts.

18, 2024 , the Company entered into a Purchase Agreement (the “PA”) with RSports to sell the Company’s fantasy

sports and sports game development business units to RSports.

All of the 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 “Divested

Operations”) were sold for $ 22,500,000 in an all cash transaction.

The transaction resulted in SharpLink selling a majority

of its assets and the classification of the Divested Operation’s financial results as discontinued operations.

All prior periods

presented have been restated to present the Divested Operations financial results as discontinued operations.

All explanations and amounts

relating to discontinued operations are referred throughout the consolidated financial statements to Note 12 -

Discontinued Operations.

This strategy reflects the Company’s commitment to align the corporate treasury with the future of programmable

finance, digital capital markets and decentralized infrastructure.

The Company uses proceeds from financings to accumulate ETH, which

is then deployed in staking to generate rewards.

Staking rewards earned from staking are also staked to generate additional rewards.

See Note 3 – Digital Asset Holdings .

The Company also operates an online affiliate marketing company that delivers unique

fan activation solutions to its sportsbook and online casino gaming partners.

The Company’s ETH Treasury Management strategy is

now its predominant operational focus.

the launch of its ETH Treasury Management strategy, the Company has raised capital through private investment in public equity (“PIPE”)

transactions, follow-on offerings, and at-the-market (“ATM”) sales.

The Company has deployed the majority of the proceeds

to acquire ETH.

Additional details regarding these equity offerings are included in Note 9 – Equity .

September 24, 2025, the Company entered into a digital transfer agent agreement with Superstate Services LLC with the intent to tokenize

the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) on the Ethereum blockchain.

date of this filing, the Company has not tokenized any of its common stock.

May 5, 2025, the Company effected a one-for-twelve (1:12) reverse stock split of all the Company’s Common Stock, whereby the Company

decreased the number of issued and outstanding Common Stock from 7,916,206 to 659,684 .

Proportional adjustments for the reverse stock

split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share data and

amounts have been retrospectively adjusted as of the earliest period presented in the financial statements to reflect the reverse stock

of 10% Equity Stake in Armchair Enterprises

February 24, 2025, SharpLink entered into a subscription agreement (“Subscription Agreement”) with U.K-based Armchair Enterprises

Limited (“Armchair”), which owns and operates CryptoCasino.com.

The acquisition of a 10 % equity stake in Armchair was made

for $ 500,000 in cash, along with a right of first refusal to acquire a controlling interest in Armchair.

The investment was recorded

at cost and will be measured at cost less impairment, adjusted for any observable price changes.

There was no impairment as of September

Domestication

February 13, 2024, SharpLink Gaming Ltd.

8 unchanged sentences

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.

The Common Stock of SharpLink commenced trading on the Nasdaq Capital Market under the same ticker symbol, SBET, on

February 14, 2024.

a result of the Domestication Merger, all SharpLink Israel ordinary shares outstanding immediately prior to the Domestication Merger

automatically converted, on a one-for-one basis, into the right to receive, and become exchangeable for, shares of SharpLink US Common

stock, par value $ 0.0001 per share (“Common Stock”) and all preferred shares, options and warrants of SharpLink Israel outstanding

immediately prior to the Domestication Merger converted into or exchanged for equivalent securities of SharpLink US on a one-for-one

Stock and all preferred shares, options and warrants of SharpLink Israel outstanding immediately prior to the Domestication Merger converted

into or exchanged for equivalent securities of SharpLink US on a one-for-one basis.

following represents the change in the par value based on the outstanding ordinary and preferred shares to common and preferred stock

15 unchanged sentences

of Series A-1 Preferred Stock and Series B Preferred Stock for Common Stock and Prefunded Warrants

April 2, 2025, SharpLink entered into an exchange agreement (“Exchange Agreement”) with Alpha Capital Anstalt (“Alpha”),

On April 2, 2025, SharpLink entered into an exchange agreement (“Exchange Agreement”) with Alpha Capital Anstalt (“Alpha”),

whereby, pursuant to the terms and conditions set forth in the Exchange Agreement and in reliance on Section 3(a)(9) of the Securities

1 unchanged sentence

of the Company’s Series B Preferred Stock (collectively, the “Existing Securities”) held by Alpha were exchanged for

38,683 shares of SharpLink’s common stock (“Common Stock”) and 44,650 prefunded warrants to purchase shares of SharpLink’s

common stock (“Alpha Prefunded Warrants”) at an exercise price of $ 0.012 .

With the exchange of Alpha’s Existing Securities

for Common Stock and Alpha Prefunded Warrants, SharpLink no longer has any Series A-1 Preferred Stock or Series B Preferred Stock issued

and outstanding.

of Consolidation

accompanying condensed consolidated financial statements include the accounts of SharpLink Gaming, Inc.

and its wholly owned subsidiaries.

All intercompany accounts and transactions between consolidated subsidiaries have been eliminated in consolidation.

38,683 shares of SharpLink’s Common Stock and 44,650 prefunded warrants to purchase shares of SharpLink’s Common Stock (“Alpha

Prefunded Warrants”) at an exercise price of $ 0.012 .

With the exchange of Alpha’s Existing Securities for Common Stock and

Alpha Prefunded Warrants, SharpLink no longer has any Series A-1 Preferred Stock or Series B Preferred Stock issued and outstanding.

See Note 9 - Equity .

2 – Summary of Significant Accounting Policies

Basis of Presentation

accompanying unaudited condensed consolidated financial statements have been prepared by SharpLink Gaming, Inc., pursuant to the rules

and regulations of the Securities and Exchange Commission (“SEC”).

In the opinion of the Company, the foregoing statements

contain all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company

as of September 30, 2025 and December 31, 2024, as well as its results of operations for the three and nine months ended September 30,

2025 and 2024.

The condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited consolidated financial

statements as of that date.

The preparation of financial statements in conformity with accounting principles generally accepted in the

United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts

Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates.

information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or

omitted from this report, as is permitted by rules and regulations of the SEC.

Accordingly, the condensed consolidated financial statements

do not include all information and footnotes required by GAAP for a complete financial statement presentation.

These condensed consolidated

financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended

December 31, 2024, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2025 and Form

10-K/A filed with the SEC on March 17, 2025.

There have been no significant changes in the Company’s accounting policies since

December 31, 2024, except as discussed below in Note 3(d) - Crypto Assets and 3(e) Staking activities , related to the Company’s

ETH Treasury Management Strategy.

the three months ended September 30, 2025, the Company revised its presentation of the condensed consolidated statements of operations

to align with its current view of operations.

Specifically, other operating income now reflects to Company’s ETH Treasury Management

results, including realized gains and losses on crypto assets at fair value and unrealized gains and losses on changes in the fair value

of crypto assets held.

In addition, cost of revenue from affiliate marketing has been reclassified into operating expenses.

Principles of Consolidation

accompanying condensed consolidated financial statements include the accounts of SharpLink and its wholly owned subsidiaries.

All intercompany

accounts and transactions between consolidated subsidiaries have been eliminated in consolidation.

Functional Currency

Company’s functional and reporting currency is the U.S.

7 unchanged sentences

rates in effect during the period.

Foreign currency translation adjustments, which arise from the remeasurement of foreign-denominated monetary assets and liabilities, are typically recorded

in Other Comprehensive Income (OCI) in accordance with U.S.

GAAP, however, the Company does not have material operations in a foreign currency which require a translation into U.S dollar.

Foreign currency transaction gains and losses

resulting from remeasurement are recognized in selling,

general and administrative expenses within the condensed consolidated statements of operations.

May 5, 2025, the Company effected a one-for-twelve (1:12) reverse stock split of all the Company’s share capital, whereby the Company

decreased the number of issued and outstanding common shares from 7,916,206 to 659,684 .

Proportional adjustments for the reverse

stock split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share

data and amounts have been retrospectively adjusted as of the earliest period presented in the financial statements to reflect the reverse

At-The-Market

(“ATM”) Offerings

May 2, 2024, Company entered into an ATM Sales Agreement (the “ATM Sales Agreement”) with A.G.P./Alliance Global

Partners (“AGP” or the “Agent”) pursuant to which the Company may offer and sell, from time to time, through

the Agent, as sales agent and/or principal, shares of the Company’s Common Stock, having an aggregate offering price of up to $ 1,676,366 ,

subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the

ATM Sales Agreement (the “Offering”).

On February 4, 2025, the Company, under the terms of the ATM Sales

Agreement, filed a prospectus supplement that amended the number shares of Common Stock having an aggregate offering price of up to

$ 1,835,052 .

May 30, 2025, SharpLink entered into a second ATM Sales Agreement with the Agent relating to the sale of shares of our Common Stock from

time to time, having an aggregate offering price of up to $ 1,000,000,000 .

of June 30, 2025, SharpLink raised total net proceeds of $ 126,045,108 from sales of Shares under our ATM Sales Agreements.

The proceeds were used to further the Company’s ETH treasury reserve strategy as well as provide for working capital.

of 10% Equity Stake in Armchair Enterprises

February 24, 2025, SharpLink entered into a subscription agreement (“Subscription Agreement”) with U.K-based Armchair

Enterprises Limited (“Armchair”), which owns and operates CryptoCasino.com.

The acquisition of a 10 % equity stake in Armchair

was made for $ 500,000 in cash, along with a right of first refusal to acquire a controlling interest in Armchair.

The investment

was recorded at cost and will be measured at cost less impairment, adjusted for any observable price changes.

There was no impairment

as of June 30, 2025.

Accounting Policies

Company’s digital assets primarily include ETH and Liquid Staked ETH (“LsETH”).

The Company distinguishes between

digital assets which fall within the scope of ASC 350-60 and those which do not.

The Company refers to digital assets which fall

within the scope of ASC 350-60 (e.g., ETH) as “crypto assets.” Digital assets which do not fall within the scope of ASC

350-60, Accounting for and Disclosure of Crypto Assets , are referred to as “digital intangible

of June 30, 2025, the Company held $ 61.5 million of crypto assets comprised of ETH that are in the scope of ASC 350-60 at fair value.

The Company reflects crypto assets held at fair value on the consolidated balance sheets within the Crypto assets line item.

determining the fair value of the crypto assets in accordance with ASC 820, the Company utilizes Coinbase as the principal market.

activity from remeasurement of crypto assets at fair value is reflected in the consolidated statements of operations within Unrealized

loss on crypto assets.

Realized gains and losses from the derecognition of crypto assets are included in Realized gain on crypto assets,

net in the consolidated statements of operations.

The Company uses a first-in, first-out methodology to assign costs to crypto assets

for purposes of the crypto assets held and realized gains and losses disclosures in Note 2, Digital Asset Holdings.

S ales and purchases of crypto assets are

reflected as cash flows from investing activities in the

consolidated statements of cash flows.

Contributions of crypto assets received as part of the consideration received in the PIPE and deposits of ETH into liquid

staking protocol are presented as noncash investing and financing activities in the consolidated statements of cash flows.

of June 30, 2025, the Company held $ 382.4

million of digital intangible assets comprised of LsETH that are intangible assets outside the scope of ASC 350-60.

A receipt token, in general and by design, entitles the holder to redeem the crypto intangible asset(s) for which

it was exchanged.

Therefore, it fails the ‘other goods and services criterion’ in paragraph 350-60-15-1(b), and thus is outside

the scope of Subtopic 350-60.

digital intangible assets are recorded at cost, less impairment within digital intangible assets on the consolidated balance sheets in

accordance with ASC 350-30.

The Company tests digital intangible assets for impairment annually and more frequently if events or changes

in circumstances indicate that it is more likely than not that the asset is impaired.

The test for impairment consists of a comparison

of the fair value of the digital intangible assets with their carrying amounts.

Refer to Note 2, Digital Asset Holdings , for additional

in June 2025, the Company used the proceeds from its capital raising activities to acquire and deploy ETH in staking activities,

which can include native staking, liquid staking and restaking.

The Company has entered into separate contractual agreements with

various third-party entities to facilitate its ETH staking activities.

The Company commenced both native staking and liquid

staking in June of 2025.

The Company intends for staking to become a primary yield generation strategy of the Company within the

current fiscal year.

Company utilized two third-party asset managers to manage and stake ETH on its behalf as of June 30, 2025.

Through its agreements

with these asset managers, the Company’s ETH is held by qualified custodians, staked in the Ethereum protocol, and the stake is

delegated to third party validators.

When chosen as validators by the Ethereum network, these validators earn staking rewards and transaction

fees proportional to the amount of stake delegated to them.

The Company recognizes rewards from native staking as revenue in accordance

with ASC 606.

However, since the amount of rewards are not known by the Company until a validation activity is completed and the

Company receives rewards in their custodial account, the staking rewards are constrained under the Topic 606 guidance on variable

consideration, until such time.

the Company is not the principal to the block validation service, it does not control the full output of the reward-generating activity,

and instead receives net staking rewards, after validator commissions are deducted.

As such, the Company presents staking revenue on

a net basis, reflecting only the portion of protocol rewards to which it is entitled.

Asset manager fees

are presented as separate operating expenses.

Company participates in liquid staking, which is similar to native staking.

Foreign currency translation adjustments, which arise from the remeasurement of foreign-denominated

monetary assets and liabilities, are typically recorded in Other Comprehensive Income (“OCI”) in accordance with U.S.

however, the Company does not have material operations in a foreign currency which require translation into U.S dollars.

Foreign currency

transaction gains and losses resulting from remeasurement are recognized in selling, general and administrative expenses within the condensed

consolidated statements of operations.

Crypto Assets

Company’s crypto assets primarily consist of ETH, the native token of the Ethereum blockchain, and Liquid Staked Ether (“LsETH”),

a token received when ETH is staked through a third-party liquid staking protocol.

ETH and LsETH are presented separately on the Condensed

Consolidated Balance Sheet under the captions “Crypto assets at fair value” and “Crypto assets at cost” respectively.

The Company has ownership of and control over its crypto assets which are held through custodial arrangements with qualified third-party

These custodians provide secure storage and safeguarding of the Company’s crypto assets, including both ETH and LsETH.

assets at fair value

assets acquired are initially recorded at cost, which represents the cash, cash equivalents, or other financial assets paid to acquire

the asset, including transaction fees.

Crypto assets received in exchange for goods or services, or in connection with the issuance of

shares, are recognized at their fair value on the date received, which becomes their cost basis.

assets are subsequently measured in accordance with ASC 350-60, Intangibles—Goodwill and Other—Accounting for and Disclosure

of Crypto Assets , at fair value in the statement of financial position with unrealized gains and losses resulting from changes in

fair value recognized in net income.

The Company determines and records at each reporting period the fair value of its crypto assets

in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange

that the Company has determined is its principal market for ETH (Level 1 inputs).

Changes in the fair value are recognized in net income

within “Unrealized gain on crypto assets”, while realized gains and losses from the derecognition of crypto assets are included

in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations.

applies a first-in, first-out methodology to assign costs for purposes of determining crypto assets held and realized gains and losses.

and sales of crypto assets are reflected as cash flows from investing activities in the consolidated statements of cash flows.

Contributions

of crypto assets received in connection with the issuance of shares and deposits of ETH into a liquid staking protocol are presented

as non-cash investing and financing activities.

assets at cost

assets at cost are recognized at fair value on the date received, which becomes their cost basis.

Crypto assets at cost, such as LsETH,

do not fall in the scope of ASC 350-60 for subsequent measurement.

LsETH represents a receipt token, which in general and by design,

grants the holder an enforceable right to redeem ETH for which it was exchanged.

Therefore, it fails the ‘other goods and services

criterion’ in ASC 350-60-15-1(b) and is outside the scope of ASC 350-60.

Crypto assets at cost are therefore subsequently measured

at cost, net of any impairment losses incurred since acquisition, in accordance with ASC 350-30, Intangibles—Goodwill and Other—General

Intangibles Other Than Goodwill .

Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted

(unadjusted) prices in the Company’s principal market, indicates that it is more likely than not that any of the assets are impaired.

The quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined as its principal market,

are used in the analysis.

In determining if an impairment has occurred, the Company considers the lowest price of one LsETH quoted on

the Coinbase exchange, at any time since acquiring the specific LsETH held by the Company.

If the carrying value of a LsETH exceeds that

lowest intraday price, an impairment loss has occurred with respect to that LsETH in the amount equal to the difference between its carrying

value and such lowest price.

Impairment losses are recognized in the period in which the impairment occurs and are reflected within “Impairment

of crypto assets at cost” in the Company’s condensed consolidated statements of operations.

The impaired crypto assets are

written down to their fair value at the time of impairment and this becomes the new cost basis for those assets.

The cost basis of LsETH

will not be adjusted upward for any subsequent increase in fair value.

received in connection with staking of ETH into a liquid staking protocol are presented as non-cash investing activities.

Staking activities

in June 2025, the Company began staking its ETH.

To date, this has included both native staking and liquid staking.

The Company initiated

both native staking and liquid staking in June 2025, and intends for staking to become a primary yield generation strategy of the Company

during the current fiscal year.

Company participates in native staking exclusively as a delegator through third-party validators.

The Company delegates ETH to validators,

either directly or through third party asset managers, who operate nodes on the Ethereum network to validate transactions and add blocks

to the blockchain.

In return for delegating ETH to validators, the Company is entitled to a portion of the block rewards and transaction

fees earned by the validators, in the form of ETH tokens, calculated approximately based on the Company’s proportion of the total

When the Company stakes ETH natively, the ETH does not remain in the Company’s custodial wallet, but is instead deposited

into Ethereum’s staking deposit smart contract, which is required for participation in ETH staking as a delegator.

Native staked

ETH are not derecognized because their deposit into the smart contract does not give any other entity the right or ability to direct

their use (for example, sell, lend, pledge or otherwise use those ETH).

The withdrawal credentials in the smart contract are designated

to the Company’s custodian, who, as described in Note 2(d), holds the Company’s ETH solely for the Company’s benefit

and does not obtain control of the Company’s ETH via their custodial services.

Native staked ETH are therefore not derecognized.

Rewards from native staking activities are recognized as revenue in accordance

with ASC 606, Revenue from Contracts with Customers .

The delegation of the Company's ETH to validators represents an output

of the Company’s ordinary activities.

In this case our performance obligation is the provision of our validation rights to

the validators, from which we earn variable consideration, in the form of ETH, which is non-cash consideration, measured at the fair

value of ETH as of contract inception based on the quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company

has determined is its principal market.

Revenue is recognized at the point in time when the Ethereum network confirms that the validation

As a delegator, the Company has concluded it is not the principal to the block validation service provided to the Ethereum

it is the validators that control the service.

Instead, the Company's service is one of providing the use of its ETH by the validators

to increase their validation opportunities.

Consequently, the Company records staking revenue on a net basis, reflecting only the portion

of protocol rewards to which it is entitled after validator commissions are deducted.

Fees paid to third-party asset managers of approximately

$3.5M and custodians of approximately $657,000 are recognized separately as operating expenses.

Company also participates in liquid staking through a liquid staking protocol.

One key difference and intended benefit of liquid staking

is that it provides for liquidity by allowing the Company to earn staking rewards while still maintaining the ability, provided through

the receipt token, to enter into to other transactions.

When the Company’s ETH is staked, the Company is provided with a digital

intangible asset (i.e., LsETH) which represents the crypto asset (i.e., ETH) which has been staked.

LsETH is a non-rebasing liquid

staking receipt token.

It uses a floating redemption rate between LsETH and the underlying staked ETH.

The redemption rate is determined

by the underlying staked ETH and the current value of accumulated staking rewards, penalties, and fees associated with the underlying

As a result, staking rewards earned from the Company’s liquid staking activities are not recognized as revenue.

These staking rewards will be recognized as gains or losses upon redemption

or sale of the LsETH in accordance with ASC 610-20 Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets

as the Company is unable to determine the staking rewards to which is entitled at the time of the initial staking such that the staking

rewards are constrained under the ASC 606 guidance on variable consideration which also applies to transfers of non-financial assets under

No LsETH was redeemed or sold in the quarter ended June 30, 2025.

versus native staking is that it allows the Company to earn staking rewards, like native staking, but provides liquidity and the ability

to enter into other transactions through the receipt token.

Instead of directly locking ETH into the Ethereum staking deposit contract,

the Company deposits ETH through its custodian into the liquid staking protocol’s smart contract.

The liquid staking protocol then

controls the ETH for deposit into the Ethereum’s staking deposit contract and further delegation to its chosen validators.

for staking its ETH, the Company receives LsETH, a freely transferable ERC-20 liquid staking receipt token, which enables participation

in decentralized finance (DeFi) and other crypto markets while the underlying ETH remains staked.

Upon staking ETH through the liquid

staking protocol, the ETH is derecognized because the liquid staking protocol obtains the ability to deploy and direct its use, and the

LsETH token received concurrently is then recognized.

Any gain or loss on the staking transaction is recognized in accordance with ASC

610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) based on the

difference between the carrying amount of the ETH staked and the fair value of the LsETH received;

and included in “Realized gain

on crypto assets, net” in the Company’s Condensed Consolidated Statements of Operations.

liquid staking protocol uses a floating conversion rate, or protocol conversion rate, between the receipt token and staked tokens,

reflecting the value of accrued network rewards, penalties, and fees associated with the staked ETH.

The conversion rate between

LsETH and ETH increases over time as staking rewards accrue to the protocol;

no new LsETH are received.

Staking rewards in the form

of ETH are only received upon redemption of LsETH.

LsETH is accounted for under ASC 350-30 (see Note 2(d)), increases in LsETH fair value while the Company remains staked with the liquid

staking protocols, are not recognized.

Staking rewards are therefore recognized when the LsETH is redeemed, measured at the fair value

of ETH at contract inception, which is when the ETH were staked.

Staking rewards will be included in other revenues in the Company’s

Condensed Consolidated Statements of Operations.

Gain or loss resulting from the difference between the carrying amount of the LsETH

redeemed and the fair value of ETH received at redemption, other than staking rewards, will be included in operating income (expense)

in the Company’s Condensed Consolidated Statements of Operations.

No LsETH was redeemed or sold in the three and nine-month periods

ended September 30, 2025.

USDC stablecoin

USD stablecoin (“USDC”) is accounted for as a financial asset that

can be redeemed on the basis of one USDC for one U.S.

dollar on demand from the issuer.

While not accounted for as cash or cash equivalents,

the Company treats its USDC holdings as a liquidity resource.

The USDC received rewards from Coinbase on USDC held with Coinbase, for

which approximately $ 138,000 was recorded during the three months ended September 30, 2025, and netted

against custodial fees in operating expenses in accordance with ASC 705-20 Accounting for Considerations Received from a Vendor .

The Company's USDC are held with qualified third-party custodians who provide secure storage and safeguarding of the Company's USDC.

The Company's custodians do not obtain control over the Company's USDC;

therefore we continue to recognize USDC as our own for accounting

Affiliate Marketing Revenue Recognition

Company recognizes revenue in accordance with ASC 606.

To determine revenue recognition for contracts with customers, the Company

performs the following five steps:

(i) identify the contract with the customer;

(ii) identify the performance obligations in the

(iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant

future reversal will not occur;

(iv) allocate the transaction price to the respective performance obligations in the contract;

(v) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company recognizes revenue when it transfers

its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such

For the three and nine months ended September 30, 2025, the Company has recognized its revenue at a point in time for certain

contracts and over time for other contracts.

The timing of revenue recognition may differ from the timing of invoicing to customers,

and these timing differences result in contract advanced billings on the Company’s condensed consolidated balance sheet.

Company recognized unbilled revenue when revenue is recognized prior to invoicing.

Payment terms and conditions vary by contract type,

although terms generally include a requirement of payment within 30 days.

In instances where the timing of revenue recognition differs

from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component.

The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s

services, and not to facilitate financing arrangements.

The Company acts as an agent and records revenue net of commissions retained.

Recently Issued Accounting Pronouncements Not Yet Adopted

2024, the FASB issued ASU 2024-04, Debt - Debt with Conversions and Other Options (Subtopic 470-20):

November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversions and Other Options (Subtopic 470-20):

Induced Conversions

of Convertible Debt Instruments (“ASU 2024-04”).

ASU 2024-04 is intended to clarify requirements for determining

whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or

convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion.

is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods

within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the potential impact of this

guidance on its disclosures.

2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

ASU 2024-04 is intended to clarify requirements for determining whether

certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible

debt instruments that are not currently convertible, should be accounted for as an induced conversion.

This ASU is effective for all

entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting

periods, with early adoption permitted.

The Company is currently evaluating the potential impact of this guidance on its disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January

2025, the FASB issued Accounting Standards Update No.

2025-01, Income Statement - Reporting Comprehensive Income

- Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued

Accounting Standards Update No.

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic

Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03 requires

additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses

included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is

effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on

a prospective basis.

Both early adoption and retrospective application are permitted.

The Company is currently evaluating the impact

that the adoption of these standards will have on its consolidated financial statements and disclosures.

In December 2023, the FASB issued Accounting Standards

ASU 2024-03 requires additional disclosure of the nature of expenses

included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in

the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company for annual reporting periods beginning in

fiscal 2027 and for interim reporting periods beginning in fiscal 2028 on a prospective basis.

Both early adoption and retrospective

application are permitted.

The Company is currently evaluating the impact that the adoption of these standards will have on its disclosures.

December 2023, the FASB issued Accounting Standards Update No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires

enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information.

In particular,

on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information

for reconciling items that meet a quantitative threshold.

Companies will also be required to disclose, on an annual basis, the amount

of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative

The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective

application permitted for all prior periods presented.

The Company will adopt ASU 2023-09 for the annual period ending December 31, 2025

and is currently evaluating the impact of this guidance on its disclosures.

Improvements to Income Tax Disclosures

(“ASU 2023-09”).

ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation

and income taxes paid information.

In particular, on an annual basis, companies will be required to disclose specific categories in the

rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

Companies will also

be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and

also disaggregated by individual jurisdictions above a quantitative threshold.

The standard is effective for the Company for annual periods

beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented.

will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its

3 – Digital Asset Holdings

following table sets forth the units held, cost basis, and fair value of crypto assets held, as shown on the consolidated balance sheet

as of June 30, 2025:

Assets at fair value

following table sets forth the units held, cost basis and fair value of crypto assets held, as shown on the condensed consolidated balance

sheet as of September 30, 2025:

of Units Held, Cost Basis, and Fair Value of Assets Held

Balance, June 30, 2025

basis is equal to the cost of the crypto assets net of any transaction fees, if any, at the time of purchase or upon receipt.

represents the quoted crypto asset prices within the Company’s principal market at the time of measurement (midnight UTC).

of December 31, 2024 and March 31, 2025, the Company did not hold any crypto assets.

following table represents a reconciliation of crypto assets held:

Balance, September 30, 2025

$ 2,304,908,135

$ 2,409,797,249

$ 2,304,908,135

$ 2,409,797,249

value represents the quoted (unadjusted) prices on the Coinbase exchange as of midnight UTC on the measurement date.

of December 31, 2024, the Company did not hold any crypto assets.

following table represents a reconciliation of crypto assets held at fair value:

Schedule of Reconciliation of Crypto Assets

For the Three and

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

Fair Value, December 31, 2024

6 unchanged sentences

Fair Value, June 30, 2025

are the result of purchases and receipts of ETH in connection with the PIPE, see Note 1- Basis of Presentation .

of ETH from native staking represent the rewards earned from native staking.

During the three and six months ended June 30, 2025,

the Company recognized cumulative realized gains of $ 9.8

million, and cumulative realized losses of $ 4.4

million upon the deposit of ETH into liquid staking.

Intangible Assets

following table sets forth the cost basis, impairment amount, and carrying amount of digital assets held, as shown on the consolidated

balance sheet as of June 30, 2025:

2,471,679,887

Deposits of ETH into liquid staking activities

( 240,944,790 )

Receipt and accrual of ETH from native staking activities

Unrealized gain

Fair Value, September 30, 2025

2,409,797,249

Crypto Assets at cost

following table sets forth the cost basis, impairment amount, and carrying amount of crypto assets held at cost, as shown on the condensed

consolidated balance sheet as of September 30, 2025:

Schedule of Impairment Amount and, and Carrying Amount of

6 unchanged sentences

$ 622,655,639

cost of LsETH was initially recorded at fair value of LsETH on the date of receipt.

Following the receipt of LsETH in early

June of 2025, the price of LsETH decreased;

and it was determined that the carrying amount of the LsETH exceeded its fair value

during the period ending June 30, 2025.

The Company performs an analysis each quarter to identify whether events or changes

in circumstances, principally decreases in the quoted prices on the Company’s principal market, indicate that it is more likely than not that

the assets are impaired.

In determining if an impairment has occurred, the Company considers the lowest price of one LsETH

quoted on the principal market at any time since acquiring the specific LsETH held by the Company.

F or the period ending

June 30, 2025, the Company recorded an impairment loss of $ 87.8 million in the condensed consolidated statement of operations within

impairment of digital intangible assets.

The fair value of the LsETH is determined in accordance with ASC 820, Fair Value Measurement .

For valuation purposes, the Company utilizes Coinbase as the principal market for LsETH.

3 – Additional Balance Sheet Information

consists of computers, furniture and fixtures and is presented net of accumulated depreciation from continuing operations for a net book

value of $ 3,935 and $ 3,359 as of June 30, 2025 and December 31, 2024, respectively.

Depreciation expense from continuing operations

for the six months ended June 30, 2025 and 2024 was $ 1,630 and $ 4,343 , respectively.

assets, net of accumulated amortization as of June 30, 2025 and December 31, 2024 consisted of the following:

of Intangible Assets

Weighted Average

Period (Years)

Balance, June 30, 2025

Acquired technology

Balance, December 31, 2024

Acquired technology

expense from continuing operations on intangible assets for the six months ended June 30, 2025 and 2024 was $ 2,448 and $ 2,461 , respectively.

4 - Convertible Debenture and Warrant

Debenture at Fair Value

Company accounts for convertible debentures using the fair value method.

The discount for warrants, the Original Issuance Discount

(“OID”) and the initial allocation of fair value of compound derivatives reduce the initial carrying amount of the convertible

The carrying value is the stated principal amount at contractual maturity using the effective-interest method with a corresponding

charge to interest expense.

Debt discounts are presented on the condensed consolidated balance sheets as a direct deduction from

the carrying amount of that related debt.

Company made an irrevocable election at the time of issuance of the Debenture to record the Debenture at its fair value (the “Fair

Value Option”) with changes in fair value recorded through the Company’s condensed consolidated statements of operations

within other income (expense) at each reporting period.

The Fair Value Option provides the Company with a measurement basis election

for financial instruments on an instrument-by-instrument basis.

February 14, 2023, the Company entered into the Securities Purchase Agreement (the “SPA”) with Alpha, a current

shareholder of the Company, pursuant to which the Company issued to Alpha an 8 %

Interest Rate, 10 %

Original Issue Discount, Senior Convertible Debenture (the “Debenture”) in the aggregate principal amount of $ 4,400,000

for a purchase price of $ 4,000,000

on February 15, 2023.

The Debenture is convertible, at any time, and from time to time, at Alpha’s option, into shares of

Common Stock of the Company (the “Conversion Shares”), at an initial conversion price equal to $ 84.00 per

share, subject to adjustment as described in the debenture agreement.

A registration statement on Form S-1 (File No.:

333-271396) was filed with the SEC on April 21, 2023, and as a result, the reset price was set to $ 50.13 .

to Section 8(a)(vi) of the Debenture, it is an event of default if the Company is party to a Fundamental Transaction or agrees to sell

or dispose of all or in excess of 33 % of its assets in one transaction or a series of related transactions.

On January 19, 2024, SharpLink

and Alpha entered into a settlement agreement (the “Settlement Agreement”) whereby Alpha agreed to waive (i) the event of

default under Section 8(a)(vi) of the Debenture in connection with the Sale of Business;

and (ii) payment of the Mandatory Default Amount;

and the parties agreed that the Company would pay 110 % of the outstanding principal amount of the Debenture, plus accrued and unpaid

interest, in the aggregate total amount of $ 4,484,230 (the “Debenture Redemption Amount”).

January 19, 2024, the Company paid Alpha the Debenture Redemption Amount.

As a result, the Company’s obligations under the Debenture

have been satisfied.

February 15, 2023, the Company also issued to Alpha a warrant (the “Warrant”) to purchase 73,333 common shares of the Company

at an initial exercise price of $ 105.01 (the “Warrant Shares,” and, together with the Conversion Shares, and any other

common shares of the Company that may otherwise become issuable pursuant to the terms of the Debenture and Warrant, the “Underlying

The Warrant is exercisable in whole or in part, at any time on or after February 15, 2023 and before February 15, 2028.

the time of execution, the Company classified the Warrant as an equity contract and performed an initial fair value measurement.

Warrant was issued with the assumption of the Debenture, the value assigned to the Warrant was based on an allocation of proceeds, subject

to the allocation to the Debenture.

The Company recorded a debt discount for the Warrant of $ 1,174,229 , based on the Black Scholes option-pricing

model which was calculated independently of the fair value of the Debenture, and recorded the Warrant as additional paid-in capital.

Warrant provided that in the event of a Fundamental Transaction (as defined in the Debenture), SharpLink, at Alpha’s option, would

repurchase the Warrant from Alpha on the terms set forth in Section 3(e)(ii) of the 2023 Warrant (the “Warrant Repurchase”).

On January 19, 2024, SharpLink and Alpha entered into a settlement agreement (the “Settlement Agreement”) whereby Alpha agreed

to waive (i) the event of default under Section 3(e)(ii) of the Warrant in connection with the Sale of Business.

to Section 5(1) of the Warrant, Alpha further agreed to waive its right to elect that, in connection with and at the closing of the Sale

of Business, the Warrant shall be repurchased by the Company as set forth in Section 3(e) of the 2023 Warrant.

The parties agreed in

the Settlement Agreement that the Warrant Repurchase for its Black Scholes value shall take place upon the earlier of (a) June 30, 2024;

(b) the Company raising a gross amount of not less than $ 3,000,000 whether by equity or debt;

and (c) the Company entering into a Fundamental

Transaction as defined in the 2023 Warrant.

The parties further agreed in the Settlement Agreement value of the 2023 Warrant for

purposes of the Warrant Repurchase at $ 900,000 , which was based on a Black Scholes model.

March 6, 2024, SharpLink entered into an Exchange Agreement (the “Exchange Agreement”) with Alpha to change the Warrant Repurchase

of $ 900,000 .

Pursuant to the terms and conditions set forth in the Exchange Agreement, the Company agreed to exchange the 2023 Warrant

to purchase 73,333 shares of common stock for (i) 13,017 shares of Common Stock (the “Shares”), (ii) a pre-funded warrant

in the amount of 39,130 shares of Common Stock (the “Pre-Funded Warrant”) and (iii) the unexchanged balance of the 2023 Warrant

Repurchase (the “Warrant Repurchase Balance”).

The Warrant Repurchase Balance of 21,186 warrants was valued at $ 170,636 and

shall be subject to the repurchase terms set forth in the Settlement Agreement.

The Pre-Funded Warrant and the Warrant Repurchase Balance

were valued using Black Scholes option-pricing model.

As part of this transaction, the Company recorded a deemed dividend of $ 44,619

as presented in the statement of stockholders’ equity for the six months ended June 30 , 2024.

fair value of the Warrant Repurchase balance and the Pre-Funded Warrant are estimated on the following dates using the Black Scholes

option pricing model with the following assumptions:

Schedule of Fair Value Assumptions of Warrants

Expected volatility

Expected dividends

Expected term (years)

Risk-free rate

measurement input

June 30, 2024 , SharpLink negotiated an Amendment to the Exchange Agreement (the “Amendment”) to reduce the strike

price per warrant of the unexchanged balance of the 2023 Warrants Repurchase Balance from $ 48.85 to $ 0.0012 and to remove the re-purchase

5 - Fair Value

accordance with fair value accounting guidance, the Company determines fair value based on the exchange price that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

disclosed in Note 4 , SharpLink entered into a Settlement Agreement on January 19, 2024 for the 2023 Warrant for purposes of the

Warrant Repurchase at $ 900,000 .

On March 6, 2024, SharpLink entered into an Exchange Agreement with Alpha to change the Warrant Repurchase

of $ 900,000 .

Pursuant to the terms set forth in the Exchange Agreement, the Company agreed to exchange the 2023 Warrant for (i) 13,107

shares of Common Stock (the “Shares”), (ii) a pre-funded warrant in the amount of 39,130 shares of Common Stock (the “Pre-Funded

Warrant”) and (iii) the remaining unexchanged balance of the 2023 Warrant Repurchase (the “Warrant Repurchase Balance”).

30, 2024 , SharpLink negotiated an Amendment to the Exchange Agreement (the “Amendment”) to reduce the strike

price per warrant of the unexchanged balance of the 2023 Warrants Repurchase Balance from $ 4.07 to $ 0.0001 and to

remove the re-purchase option.

The fair value of the warrant liability was zero as of June 30, 2024.

following table presents a reconciliation of the beginning and ending balances of the Debenture measured at fair value on a recurring

basis that uses significant unobservable inputs (Level 3) and the related expenses and losses recorded in the consolidated statement

of operations during the six months ended June 30, 2024:

of Significant Unobservable Inputs (level 3) and Related Expenses and Losses

Fair Value, December 31, 2023

Principle and interest convertible debenture repayments

( 4,395,753 )

Issuance of warrant repurchase balance

Conversion of warrants to shares and pre-funded warrants

Change in fair value of warrant repurchase balance

Change in fair value of warrant amendment

Settlement of warrant liability due to amendment

Fair Value, June 30, 2024

fair value of the Debenture was determined using a Monte Carlo Simulation (“MCS”), which incorporates the probability and

timing of the consummation of a Fundamental Transaction event and conversion of the Debenture as of the valuation date.

in Note 1 , the Company purchased crypto assets held at fair value in June of 2025.

The fair value of the Company’s crypto assets

is disclosed in Note 2.

The crypto assets are measured at fair value on a recurring basis using observable prices (Level

is a summary of the Company’s warrant activity for the six months ended June 30, 2025:

Schedule of Warrant Activity

Number of Shares

Underlying the

Weighted Average

Exercise Price Per

Weighted Average

Remaining Life

Outstanding as of December 31, 2024

Outstanding as of June 30, 2025

Company recognized $ 16,379,368

of stock-based compensation expense for 3,455,019

of Strategic Advisor Warrants to purchase shares of common stock issued to Consensys in conjunction with the Strategic Advisory

The Strategic Advisor Warrants have various exercise prices as follows:

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.

See Note 13 - Related Party Transactions .

Company recognized $ 12,864,153

of stock-based compensation expense recognized as contra-equity for the 2,764,013

Placement Agent Warrants to purchase shares of common stock issued to the Agent in conjunction with the PIPE Offering.

have an exercise price of $ 7.68

per share of common stock.

The strategic advisor and placement agent warrants are accounted for under ASC 718, Compensation—Stock Compensation.

Both warrants are fully vested, nonforfeitable and not subject to any clawback provisions on the grant date.

Accordingly, the grant-date fair value of the strategic advisor warrants is recognized in full as compensation in the income statement upfront.

The grant date fair value of the placement agent warrants is recorded as contra-equity as the warrants represent noncash consideration for costs of placement agent services which are directly attributable costs to raise capital in the PIPE.

Company issued 1,496,612 Pre-Funded Warrants to purchase shares of common stock to Consensys in conjunction with the $ 4.5 Million Registered

The warrants have an exercise price of $ 0.0001 per share of common stock.

Company issued 3,966,340 Pre-Funded Warrants to purchase shares of common stock to Consensys in conjunction with the PIPE Offering.

warrants have an exercise price of $ 0.0001 per share of common stock.

Company issued 6,434,213 Pre-Funded Warrants to purchase shares of common stock to Joseph Lubin in conjunction with the PIPE Offering.

The warrants have an exercise price of $ 0.0001 per share of common stock.

Company issued 44,650 Pre-Funded Warrants to purchase shares of common stock to Alpha in conjunction with the April 2, 2025 Exchange

The warrants have an exercise price of $ 0.0001 per share of common stock and were exercised during the period ended June 30,

Pre-Funded Warrants met the criteria for classification within stockholders’ equity as permanent equity, with no subsequent

remeasurement required.

The fair value of each warrant awarded for compensation is estimated on the date of grant using a Black

Scholes option-pricing model.

The Company uses historical option exercise and termination data to estimate the term the options are

expected to be outstanding.

The risk-free rate is based on the U.S.

Treasury yield curve in effect at the time of grant.

expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date.

volatility is determined using the volatility of peer companies.

fair value of each warrant grant is estimated on the date of grant using the Black Scholes option pricing model with the following

Schedule of Fair Values of warrant Granted Using Black-scholes Valuation Model Assumptions

June 30, 2025

Expected volatility

Expected dividends

Expected term (years)

Risk-free rate

Fair value of Ordinary Shares on grant date

is a summary of the Company’s warrant activity for the six months ended June 30, 2024:

Number of Shares

Underlying the

Weighted Average

Exercise Price Per

Weighted Average

Remaining Life

Outstanding as of December 31, 2023

Previously issued regular warrants

Revalued regular warrants

Outstanding as of June 30, 2024

7 - Stock Compensation

awards are generally granted with an exercise price equal to the market price of the Company’s Common Stock at the date of grant;

those options generally vest based on three years of continuous service and have ten-year contractual terms.

Certain option and share

awards provide for accelerated vesting if there is a change in control, as defined in the plans.

For the six months ended June 30, 2025the

Company managed the following equity plans:

SharpLink Gaming Ltd.

2021 Equity Incentive Plan, SharpLink, Inc.

2020 Stock Incentive Plan,

SharpLink Gaming, Inc.

2023 Equity Incentive Plan and SHGN 2018 Stock Incentive Plan.

Company granted no

options for the three and six months ended June 30, 2025 and 2024, respectively.

The Company recognized stock compensation

expense for stock options of $ 72,898 and

the six months ended June 30, 2025 and 2024, respectively, of which $ 0 and

expense are recorded in discontinued operations.

The Company recognized stock compensation expense for stock options of $ 36,534

and $ 43,052 for the three months ended June 30, 2025 and 2024, respectively, of which $ 0 and

$ 0 of expense are recorded in discontinued operations.

summary of activity under the plans as of June 30, 2025, and change during the six months ended June 30, 2025, is as follows:

Schedule of Stock Option Activity

Outstanding as of December 31, 2024

Outstanding as of June 30, 2025

Exercisable as of June 30, 2025

summary of activity under the plans as of June 30, 2024, and change during the six months ended June 30, 2024, is as follows:

Outstanding as of December 31, 2023

Outstanding as of June 30, 2024

Exercisable as of June 30, 2024

stock compensation expense of $ 36,223 will be recognized through 2026 for 1,808 of unvested options which have a weighted average

recognition period of seven ( 7 ) years.

Company’s Compensation Committee recommended to the Board of Directors and the Board approved the granting of certain restricted

stock units (“RSU”) to members of the senior leadership team and the Board of Directors that vest over the passage of time.

Company recognized stock compensation expense for RSU awards of $ 294,133 and $ 212,800 for the six months ended June 30, 2025

and 2024, respectively.

The Company recognized stock compensation expense for RSU’s of $ 261,038 and $ 212,800 for the three months

ended June 30, 2025 and 2024, respectively.

following is a summary of RSU activity for the six months ended June 30, 2025:

Schedule of Restricted Stock Units

as of December 31, 2024

and unvested as of June 30, 2025

total unrecognized compensation cost related to unvested RSUs as of June 30, 2025 was $ 36,646 .

following is a summary of RSU activity for the six months ended June 30, 2024:

Average Grant

Outstanding as of December 31, 2023

Vested and released

Outstanding and unvested as of June 30, 2024

the nine months ended September 30, 2025, the Company recorded an impairment loss of $ 94.7 million related to the ETH Treasury Management

segment, See Note 4 - Operating Segments , in the condensed consolidated statement of operations within “Impairment of crypto assets at cost”.

4 – Operating Segments

Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”) and evaluates the financial

Company’s Co-Chief Executive Officers serve as the Chief Operating Decision Maker (“CODM”) and evaluates the financial

performance of the business and makes resource allocation decisions on the basis of its two different revenue sources.

Our Affiliate

Marketing segment is focused on performance-based customer acquisition services for leading sportsbooks and online casino gaming operators

Our Ethereum Staking (“ETH Staking”) segment captures ETH-based yield generated by participating in the Ethereum

network’s staking protocol which is currently comprised of rewards received from native staking.

a result, the Company operates two reportable segments under ASC 280, Segment Reporting, Affiliate Marketing and ETH Staking .

Affiliate Marketing net loss from continuing operations before income taxes was $( 1,492,219 ) and $( 2,406,143 ) million for the three-

and six-month periods ending June 30, 2025.

Total ETH Staking net loss from continuing operations before income taxes was $( 101,851,030 ) for

the three- and six-month periods ending June 30, 2025.

The ETH Treasury

Management segment captures ETH-based yield generated by participating in the Ethereum network’s staking protocol which is currently

comprised of rewards received from native staking.

The Affiliate Marketing segment is focused on performance-based customer acquisition

services for leading sportsbooks and online casino gaming operators throughout the world.

a result, the Company operates two reportable segments under ASC 280, Segment Reporting, ETH Treasury Management and Affiliate

ETH Treasury Management net income from continuing operations before income taxes was $ 105.0 million

and $ 0.7 million

for the three and nine months ended September 30, 2025.

Total Affiliate Marketing net income (loss) from continuing operations

before income taxes was $ ( 1,774 )

for the three and nine months ended September 30, 2025, respectively.

Treasury Management

CODM assesses financial performance based on consolidated revenue, operating profit and key operating expenses as detailed below.

following table presents significant segment expenses regularly provided to and reviewed by the CODM for the ETH Treasury Management

Schedule of Companies Reportable Segments

ETH Treasury Management Segment

For the Three

September 30, 2025

Revenue from staking

Other operating income

Realized gain on crypto assets at fair value, net

Unrealized gain on crypto assets at fair value, net

Total operating income

Salaries and benefits

Contractors and consulting expense

Asset manager fees

Accounting and Legal expenses

Impairment of crypto assets at cost

Other segment expenses (1)

Segment net income from continuing operations before income taxes

$ 105,041,395

(1) - other segment items included in Segment net loss include:

stock-based compensation - related

party, bank fees, other income and expenses

expenses represent the key cost components reviewed by the CODM in assessing the Company’s performance.

CODM evaluates income generated from the Company’s assets using net income (loss) as a key metric.

The CODM utilizes this measure

to assess return on assets when making strategic decisions, including whether to reinvest profits into the affiliate marketing platform

or ETH Treasury Management business, enhance technology and data analytics capabilities, or expand partnerships with advertisers and

Company’s Affiliate Marketing operations include performance marketing services, lead generation and data analytics.

The Company focuses

on delivering quality traffic and player acquisitions, retention and conversions to global casino gaming partners worldwide in exchange

for a commission (cost per acquisition or portion of net gaming revenues) paid to the Company by the partners for the new players referred

The CODM assesses financial performance based on consolidated revenue, operating profit, and key operating expenses as

detailed below.

focuses on delivering quality traffic and player acquisitions, retention and conversions to global casino gaming partners worldwide in

exchange for a commission (cost per acquisition or portion of net gaming revenues) paid to the Company by the partners for the new players

referred to them.

The CODM assesses financial performance based on revenue, operating profit and key operating expenses as detailed below.

following table presents significant segment expenses regularly provided to and reviewed by the CODM for the Affiliated Marketing Segment:

Schedule of Companies Reportable Segments

Affiliate Marketing Segment

For the Three

September 30,

For the Three

September 30,

Cost of revenues

Segment gross profit

Salaries and benefits

2 unchanged sentences

Other segment expenses (1)

Segment net loss from continuing operations before income taxes

( 1,492,219 )

( 2,406,143 )

( 2,628,697 )

Reconciliation of profit or loss

Adjustments and reconciling items

Consolidated net loss from continuing operations before income taxes

( 1,492,219 )

Segment net income (loss) from continuing operations before income taxes

$ ( 781,257 )

4 unchanged sentences

foreign currency exchange gains and losses, other income and interest expense.

in June 2025, the Company used the proceeds from its capital raising activities to acquire and deploy ETH in staking activities, which

can include native staking, liquid staking and restaking.

The Company has entered into separate contractual agreements with various

third-party entities to facilitate its ETH staking activities.

The Company commenced both native staking and liquid staking in

June of 2025.

The Company intends for staking to become a primary revenue generation strategy of the Company within the current fiscal

Native Staking

Company utilized two third-party asset managers to manage and stake ETH on its behalf as of June 30, 2025.

its agreements with these asset managers, the Company’s ETH is held by qualified custodians, staked in the Ethereum protocol,

and the stake is delegated to third party validators.

When chosen as validators by the Ethereum network, these validators earn staking

rewards and transaction fees proportional to the amount of stake delegated to them.

The Company recognizes rewards from native staking

as revenue in accordance with ASC 606.

native staking revenue is earned within the United States as the validators are domiciled within the United States.

Company participates in liquid staking, which is similar to native staking.

One key difference and intended benefit of liquid staking

is that it provides for liquidity by allowing the Company to earn staking rewards while still maintaining the ability, provided through

the receipt token, to enter into to other transactions.

When the Company’s ETH is staked, the Company is provided with a digital

intangible asset (i.e., LsETH) which represents the crypto asset (i.e., ETH) which has been staked.

Liquid staking rewards

will be recognized as gains or losses within other income upon redemption or sale of the LsETH in accordance with ASC 610-20.

was redeemed or sold in the period ended June 30, 2025.

CODM assesses financial performance based on consolidated revenue, operating profit and key operating expenses as detailed below.

following table presents significant segment expenses regularly provided to and reviewed by the CODM for the ETH Staking segment:

ETH Staking Segment

Segment gross profit

Salaries and benefits

Contractors and consulting expense

Asset manager fees

Legal expenses

Realized gains on crypto assets, net

( 5,373,583 )

The following table provides reconciliation

to consolidated net income (loss) from continuing operations before income taxes:

Schedule of Net Income (loss) From Continuing Operations Before Income Tax

For the Three Months Ended September 30, 2025

For the Three Months Ended September 30, 2024

For the Nine Months Ended September 30, 2025

For the Nine Months Ended September 30, 2024

ETH Treasury Management segment net income from continuing operations before income taxes

$ 105,041,395

Unrealized loss on crypto assets

Impairment on digital intangible assets

Other segment expenses (1)

Segment net loss from continuing operations before income taxes

Affiliate Marketing segment net income (loss) from continuing operations before income taxes

( 3,409,954 )

Consolidated net income (loss) before income taxes

$ 105,039,621

Reconciliation of profit or loss

Adjustments and reconciling items

Consolidated net loss from continuing operations before income taxes

$ ( 781,257 )

$ ( 3,409,954 )

other segment items included in Segment net loss include:

stock-based compensation - related

expenses represent the key cost components reviewed by the CODM in assessing the Company’s performance.

CODM evaluates income generated from the Company’s assets using net income (loss) as a key metric.

The CODM utilizes this measure

to assess return on assets when making strategic decisions, including whether to reinvest profits into the affiliate marketing platform

or ETH staking business, enhance technology and data analytics capabilities, or expand partnerships with advertisers and publishers.

revenues by country in which the Company operated for the three and six months ended June 30, 2025 and 2024 are shown below.

ETH staking revenue occurred within the United States.

by Geographic Location

revenues by country in which the Company operated for the three and nine months ended September 30, 2025 and 2024 are shown below.

ETH Treasury Management revenue occurred within the United States.

Schedule of Revenues by Country

the three months ended June 30, 2025:

the Three Months Ended September 30, 2025:

United States

Rest of the World

the six months ended June 30, 2025:

the Nine Months Ended September 30, 2025:

United States

Rest of the World

the three months ended June 30, 2025:

the Three Months Ended September 30, 2024:

United States

Rest of the World

the six months ended June 30, 2024:

the Nine Months Ended September 30, 2024:

United States

2 unchanged sentences

Company’s Affiliate Marketing Services segment derives a significant portion of its revenues from several large customers.

The table below presents the percentage of consolidated revenues derived from large customers:

table below presents the percentage of consolidated revenues derived from large customers:

of Percentage of Consolidated Revenues Derived from Large Customers

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Percentage of consolidated

5 – Revenue Recognition

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”).

determine revenue recognition for contracts with customers, the Company performs the following five steps:

(i) identify the contract

with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable

consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price

to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance

Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which

the Company expects to be entitled in such exchange.

the six months ended June 30, 2025 and 2024, the Company has recognized its revenue at a point in time.

The Company is currently engaged

in the provision of Affiliate Marketing services and Ethereum Staking activities.

Company’s assets and liabilities related to its contracts with customers were as follows:

of Contract Assets and Liabilities

June 30, 2025

December 31, 2024

Accounts receivable

Company is currently engaged in ETH Treasury Management activities and the provision of Affiliate Marketing services.

Treasury Management

of September 30, 2025, the Company had natively staked 580,192

ETH on the Ethereum blockchain and 649 ETH unstaked for a total of 580,841

ETH held at quarter end.

For the nine-month period ended September 30, 2025, the Company earned 2,391 ETH and recognized revenue

from native staking rewards of $ 10,302,343 .

No LsETH was redeemed or sold in the nine-month period ended September 30, 2025.

Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to

which the Company expects to be entitled in such exchange.

the three and nine months ended September 30, 2025, the Company has recognized its revenue at a point in time.

timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in contract advanced

8 unchanged sentences

ways of purchasing the Company’s services, and not to facilitate financing arrangements.

native staking, the Company retains the right and ability to direct the use of the underlying ETH, subject to a bonding period.

the Company does not derecognize the ETH when participating in native staking.

The Company recognizes rewards from native staking as

revenue in accordance with ASC 606.

The Company acts as an agent in native staking transactions as it delegates ETH to third-party validator

operators who perform the technical validation responsibilities.

Native staking rewards are recognized as revenue at the end of each

epoch, or block processing time, or when earned and measurable and when the Company’s share of rewards is known.

The amount of revenue

recognized is measured at fair value and is presented net of validator or other protocol fees.

Company also participates in liquid staking, which is similar to native staking;

however, one key difference and intended benefit of

this method is the ability to provide the Company with tokens representing digital assets in exchange for its ETH.

Liquid staking

rewards are accumulated through the protocol conversion rate for the LsETH and will be recognized as gains or losses within other

income upon redemption or sale of the LsETH in accordance with ASC 610-20.

No LsETH was redeemed or sold in the period ended June

of Jun e 30, 2025, the Company had native staked 23,200

ETH on the Ethereum blockchain.

For the period ended June 30, 2025, the Company earned 11.5

ETH and recognized revenue from native staking rewards of

Company’s assets and liabilities related to its contracts with customers were as follows:

of Contract Assets and Liabilities

September 30, 2025

December 31, 2024

Accounts receivable

6 – Additional Balance Sheet Information

consists of computers, furniture and fixtures and is presented net of accumulated depreciation from continuing operations for a net book

value of $ 7,860 and $ 3,359 as of September 30, 2025 and December 31, 2024, respectively.

Depreciation expense from continuing operations

for the nine months ended September 30, 2025 and 2024 was $ 2,468 and $ 5,887 , respectively.

assets, net of accumulated amortization as of September 30, 2025 and December 31, 2024 consisted of the following:

of Intangible Assets

Weighted Average

Period (Years)

Balance, September 30, 2025

Acquired technology

Balance, December 31, 2024

Acquired technology

expense from continuing operations on intangible assets for the nine months ended September 30, 2025 and 2024 was $ 3,693 and $ 3,706 ,

respectively.

is a summary of the Company’s warrant activity for the nine months ended September 30, 2025:

Schedule of Warrant Activity

Exercise Price

Remaining Life

Outstanding as of December 31, 2024

Outstanding as of September 30, 2025

Company recognized $ 16.3 million of stock-based compensation expense for 3,455,019 warrants to purchase the Company’s Common Stock

(“Strategic Advisor Warrants”) issued to Consensys Software Inc.

(“Consensys”) in conjunction with the Strategic

Advisory Agreement ( Refer to Note 14 – Related Parties) .

The Strategic Advisor Warrants have various exercise prices

(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.

14 — Related Party Transactions .

Company recognized $ 12.9

million of stock-based compensation expense recognized as contra-equity for the 2,764,013 placement agent warrants to purchase

shares of common stock issued to the Agent in conjunction with the May 2025 PIPE Offering (as defined below).

The warrants have an exercise price of

per share of common stock.

strategic advisor and placement agent warrants are accounted for under ASC 718, Compensation—Stock Compensation.

Strategic Advisor Warrants and the placement agent warrants are fully vested, nonforfeitable and not subject to any clawback

provisions on the grant date.

Accordingly, the grant date fair value of the Strategic Advisor Warrants is recognized in full as

compensation in the income statement upfront.

The grant date fair value of the placement agent warrants is recorded as contra-equity

as the warrants represent non-cash consideration for costs of placement agent services, which are directly attributable costs to

raise capital in the May 2025 PIPE Offering.

fair value of each warrant grant is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions:

Schedule of Fair Values of warrant Granted Using Black-scholes Valuation Model Assumptions

September 30, 2025

Expected volatility

Expected dividends

Expected term (years)

Risk-free rate

Fair value per share of underlying Common Stock on grant date

Company issued 1,496,612 pre-funded warrants to purchase shares of common stock to Consensys in conjunction with the $ 4.5 Million Registered

The warrants have an exercise price of $ 0.0001 per share of common stock.

Company issued 3,966,340 pre-funded warrants to purchase shares of common stock to Consensys in conjunction with the PIPE Offering.

warrants have an exercise price of $ 0.0001 per share of common stock.

Company issued 6,434,213 pre-funded warrants to purchase shares of common stock to Joseph Lubin in conjunction with the PIPE Offering.

The warrants have an exercise price of $ 0.0001 per share of common stock.

Company issued 44,650 pre-funded warrants to purchase shares of common stock to Alpha in conjunction with the April 2, 2025 Exchange

The warrants have an exercise price of $ 0.0001 per share of common stock and were exercised in full during the period ended

June 30, 2025.

pre-funded warrants met the criteria for classification within stockholders’ equity as permanent equity, with no subsequent remeasurement

The fair value of each warrant awarded for compensation is estimated on the date of grant using a Black Scholes option-pricing

The Company uses historical option exercise and termination data to estimate the term the options are expected to be outstanding.

The risk-free rate is based on the U.S.

Treasury yield curve in effect at the time of grant.

The expected dividend yield is calculated

using historical dividend amounts and the stock price at the option issue date.

The expected volatility is determined using the volatility

of peer companies.

July 8, 2025 and July 10, 2025, the Company entered into letter agreements (“Letter Agreements”) with the holders of the

Company’s Common Stock, pre-funded warrants, Strategic Advisor Warrants and placement agent warrants, which were issued in connection

with the Company’s private placement pursuant to the two securities purchase agreements, dated May 20, 2025 and May 26, 2025.

to the Letter Agreements, the Company may reserve for issuance under the ATM sales agreement between the Company and A.G.P./Alliance

Global Partners (“A.G.P.”) any of the authorized shares of common stock that would otherwise be reserved for issuance under

the Strategic Advisor Warrants (as defined in Note 14 – Related Parties) , placement agent warrants, private placement

pre-funded warrants and best efforts pre-funded warrants, with the understanding that (i) the Company may issue such shares pursuant

to the ATM facility at any time after the execution of the Letter Agreements and before the date on which the Company receives the requisite

stockholder approval (the “Stockholder Approval”) to increase the Company’s authorized shares, and (ii) following the

receipt of the Stockholder Approval with respect to the authorized share increase, the Company shall reserve the shares underlying the

various warrants.

Following receipt of Stockholder Approval on July 24, 2025 at the Special Meeting of Stockholders, the authorized share

capital was increased and the Letter Agreements were terminated.

termination of these Letter Agreements had no impact on the Company’s accounting or financial statement presentation, as no new

rights or obligations were created or extinguished upon termination.

following is a summary of the Company’s warrant activity for the nine months ended September 30, 2024:

Underlying the

Exercise Price

Remaining Life

Outstanding as of December 31, 2023

Previously issued regular warrants

Revalued regular warrants

Outstanding as of September 30, 2024

8 – Stock Compensation

August 19, 2025, the board of directors (the “Board”) of the Company adopted the SharpLink Gaming, Inc.

Inducement Award

Plan (the “Inducement Award Plan”).

The Board reserved 3,000,000

shares of the Company’s Common Stock for issuance under the Inducement Award Plan, including restricted stock units

(time-based and performance-based), subject to adjustment as provided in the plan document.

terms of the Inducement Award Plan are substantially similar to the terms of the Company’s Amended and Restated 2023 Equity Incentive

Plan, with the exception that incentive stock options may not be issued under the Inducement Award Plan, and equity awards under the

Inducement Award Plan (including nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards)

may be issued only to an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a

bona fide interruption of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection

with his or her commencement of employment and such grant is an inducement material to his or her entering into employment with the Company

or such subsidiary.

August, the Company granted 443,385 restricted stock units to the newly appointed Co-CEO with 147,795 performance based awards and 295,590

service based awards, under the Inducement Award Plan (see Restricted Stock Units - Performance Based below).

awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant;

those options generally vest based on three years of continuous service and have ten-year contractual terms.

Certain option and share

awards provide for accelerated vesting if there is a change in control, as defined in the plans.

For the nine months ended September

30, 2025, the Company managed the following equity plans:

SharpLink Gaming Ltd.

2021 Equity Incentive Plan, SharpLink, Inc.

Incentive Plan, and SharpLink Gaming, Inc.

2023 Equity Incentive Plan.

Company granted no options for the three and nine months ended September 30, 2025 and 2024, respectively.

The Company recognized stock

compensation expense for stock options of $ 100,688 and $ 124,763 for the nine months ended September 30, 2025 and 2024, respectively,

of which $ 0 and $ 12,041 of expense are recorded in discontinued operations.

The Company recognized stock compensation expense for stock

options of $ 27,839 and $ 39,559 for the three months ended September 30, 2025 and 2024, respectively.

summary of activity under the plans as of September 30, 2025, and change during the nine months ended September 30, 2025, is as follows:

Schedule of Stock Option Activity

Outstanding as of December 31, 2024

Outstanding as of September 30, 2025

Exercisable as of September 30, 2025

stock compensation expense of $ 8,385 will be recognized through 2026 for 303 unvested options which have a weighted average recognition

period of seven years .

summary of activity under the plans as of September 30, 2024, and change during the nine months ended September 30, 2024, is as follows:

Outstanding as of December 31, 2023

Outstanding as of September 30, 2024

Exercisable as of September 30, 2024

Stock Units - Service Based

Company’s Compensation Committee recommended to the Board and the Board approved the granting of certain restricted

stock units (“RSUs”) to employees and the Board that vest over the passage of time.

The Company recognized stock

compensation expense for service based RSU awards of $ 3,545,855 and $ 317,600 for the nine months ended September 30, 2025 and 2024, respectively.

The Company recognized stock compensation expense for service based RSU’s of $ 3,251,673 and $ 317,600 for the three months ended

September 30, 2025 and 2024, respectively.

following is a summary of service based RSU activity for the nine months ended September 30, 2025:

Schedule of Restricted Stock Units

Average Grant

Date Fair Value

Outstanding as of December 31, 2024

Vested and released

Outstanding and unvested as of September 30, 2025

total unrecognized compensation cost related to unvested service based RSUs as of September 30, 2025 was $ 25,209,182 .

following is a summary of RSU activity for the nine months ended September 30, 2024:

Average Grant

Date Fair Value

Outstanding as of December 31, 2023

Vested and released

Outstanding and unvested as of September 30, 2024

Stock Units - Performance Based

Company’s Compensation Committee recommended to the Board of Directors and the Board approved the design of performance based restricted

stock units (“Performance RSU”) for certain executive officers.

The awards are intended to vest based on the achievement

of specified financial and operational performance metrics over a three-year performance period, subject to continued service through

the end of the performance period.

The Company recognizes the stock-based compensation expense in connection with the Performance RSUs

when they are granted or at the service inception date if the service inception date precedes the grant date.

As of September 30, 2025,

a grant date had not yet been established for 115,069

Performance RSUs because certain performance conditions and

award parameters remained subject to the final determination by the Compensation Committee.

The Company remeasures the fair value of

the award at each reporting date, as the service date preceded the grant date.

In the period in which the grant date occurs, cumulative

compensation cost will be adjusted to reflect the cumulative effect of measuring compensation cost based on the fair value at the grant

date rather than the fair value previously used at the service inception date or subsequent reporting dates.

For the three and nine months

ended September 30, 2025, the Company recognized $ 64,447

in stock compensation expense.

Unamortized stock compensation

expense of $ 2,144,370

will be recognized through 2028 for 115,069

unvested options.

were no Performance RSU’s issued during 2024.

Company has 15,000,000 preferred stock authorized, par value of $ 0.0001 .

There is no preferred stock issued or outstanding as of September

At-The-Market

( “ ATM ” ) Offerings

May 2, 2024, Company entered into an ATM Sales Agreement (the “May 2024 ATM Sales Agreement”) with A.G.P./Alliance

Global Partners (“A.G.P.”) pursuant to which the Company may offer and sell, from time to time, through A.G.P., as sales

agent and/or principal, shares of the Company’s Common Stock, having an aggregate offering price of up to $ 1.7

million, subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the

May 2024 ATM Sales Agreement (the “Offering”).

On February 4, 2025, the Company, under the terms of the ATM Sales

Agreement, filed a prospectus supplement that amended the number shares of Common Stock having an aggregate offering price of up to

May 30, 2025, SharpLink entered into a second ATM Sales Agreement (the “May 2025 ATM Sales Agreement”) with A.G.P.

relating to the sale of shares of the Company’s Common Stock from time to time, having an aggregate offering price of up to

July 17, 2025, SharpLink entered into an amendment to the May 2025 ATM Sales Agreement (the “Amendment”) with A.G.P to increase

the number of shares that may be sold from time to time in connection with the ATM facility from $ 1.0

billion to $ 6.0

and to permit the forward sale of shares to be sold

in the ATM offering to master forward confirmation letter agreements.

On July 17, 2025, the Company filed a supplement to the prospectus

supplement with the SEC to address the Amendment and the forward sales agreements .

July 17, 2025, the Company entered into a forward sales agreement to permit the forward sale of shares of the Company’s Common

Stock to A.G.P.

The forward sales agreement was outstanding for one week and was settled with the purchase of 6.8

million shares for $ 201.1

The Company accounted for the forward sales agreement as an equity instrument as the agreement required for physical

settlement in shares of the Company’s Common Stock and did not require or permit net cash settlement.

Accordingly, the

contract was recorded in equity, and no gains or losses were recognized in earnings during the period.

Upon settlement of

the forward sales agreement, the proceeds were recorded as an increase to Common Stock and additional paid in capital as part of the

ATM offerings.

August 19, 2025, the Company entered into an amended and restated sales agreement (which amended and restated the May 2025 ATM Sales

Agreement) to add additional sales agents to the ATM offering and to make certain conforming changes.

of September 30, 2025, SharpLink has raised total gross proceeds of $ 2,147,072,919

from sales of shares under the amended and restated May 2025 ATM Sales Agreement.

The proceeds were used to further the

Company’s ETH Treasury Management strategy as well as provide for working capital.

Million Offering

May 20, 2025, the Company entered into a securities purchase agreement (the “May 20, 2025 Purchase Agreement”) for an

offering of 34,000

shares of Common Stock, $ 0.0001

par value per share, and pre-funded warrants to purchase up to 1,496,612

shares of Common Stock.

The shares were offered at an offering price of $ 2.94

The gross proceeds from the May 20, 2025 Purchase Agreement, before deducting the placement agent fees and offering

expenses, were approximately $ 4,500,000 .

See Note 7 – Warrants .

issuance of shares and pre-funded warrants were recorded at the offering price within equity in accordance with ASC 505, Equity .

Any amounts in excess of the par value of the shares were recorded in additional paid-in capital.

Million Offering

May 26, 2025, the Company entered into a securities purchase agreement for a private placement in public equity

(“PIPE”), offering (the “May 2025 PIPE Offering”) an aggregate of (i) 58,699,760

shares of Common Stock of the Company, par value $ 0.0001

per share, at an offering price of $ 6.15

per share, and (ii) pre-funded warrants to purchase up to an aggregate of 10,400,553

shares of Common Stock at an offering price of $ 6.1499

per pre-funded warrant.

Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise price of $ 0.0001

per pre-funded warrant share, immediately exercisable, and may be exercised at any time until all of the pre-funded warrants issued

in the May 2025 PIPE Offering are exercised in full.

The gross proceeds from the May 2025 PIPE Offering, before deduction the

placement agents fees and offering expenses, were approximately $ 425.0

million funded in a combination of cash and Ether.

On June 2, 2025, SharpLink launched its treasury reserve strategy with the

commencement of its purchasing of ETH, serving as the Company’s primary treasury reserve asset.

Consensys Software Inc.

as the lead investor in the May 2025 PIPE Offering, along with prominent crypto venture capital firms and infrastructure providers, with an

intent to assist the Company in earning distinction as one of the largest ETH-focused treasury strategies in the public markets.

Company also implemented native and liquid staking activities in the second quarter of 2025 to earn staking rewards from the

Company’s digital assets held.

See Note 3 – Digital Asset Holdings, Note 7 – Warrants and Note 14

- Related Parties .

Million Offering

August 6, 2025, the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with certain

institutional investors to sell in a registered direct offering (the “August Offering”) an aggregate of 10,256,411

shares of the Company’s Common Stock.

The price per share was $ 19.50 ,

and the gross proceeds from the August Offering, before deducting the placement agent fees, financial advisor fees, and offering

expenses, were approximately $ 200

In addition, on August 6, 2025, the Company entered into a placement agency agreement (the “August Placement Agency

Agreement”) with A.G.P.

A.G.P., as lead placement agent and SG Americas Securities, LLC, as co-placement agent

(“SocGen,” and together with AGP, the “Placement Agents”), pursuant to which the Company engaged the

Placement Agents as the exclusive placement agents in connection with the August Offering.

Cantor Fitzgerald & Co.

(“Cantor”) acted as financial advisor to the Company pursuant to an engagement letter with the Company.

to the August Placement Agency Agreement, the Company paid the Placement Agents a cash fee equal to their pro rata allocation of

5.0% of the aggregate gross proceeds raised from the sale of the shares sold in the August Offering.

The August Offering closed on August 8, 2025.

Million Offering

August 10, 2025, the Company entered into a securities purchase agreement (the “Second August Purchase Agreement”) with

certain institutional investors to sell in a registered direct offering (the “Second August Offering”) an aggregate of 18,382,353

shares of the Company’s Common Stock.

The price per share was $ 21.76 ,

and the gross proceeds from the Second August Offering, before deducting the placement agent fees, financial advisor fees, and

offering expenses, were approximately $ 400

In addition, on August 10, 2025, the Company entered into a placement agency agreement (the “Second August Placement

Agency Agreement”) with A.G.P.

as the sole placement agent, in connection with the Second August Offering.

to the Second August Placement Agency Agreement, the Company paid A.G.P.

a cash fee equal 2.5% of the aggregate gross

proceeds raised from the sale of the shares sold in the Second August Offering.

August Offering closed on August 12, 2025.

of Share Repurchase Program

August 21, 2025, the Board approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase

of up to $ 1.5 billion of the Company’s outstanding shares of Common Stock.

Under the 2025 Repurchase Program, the Company is authorized

to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, or otherwise in accordance with

applicable federal securities laws.

The 2025 Repurchase Program does not obligate the Company to repurchase shares of Common Stock, and

the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance

metrics, market conditions, securities law limitations and other factors.

connection with the 2025 Repurchase Program, on August 21, 2025, the Company entered into an open market share repurchase agreement

(the “Repurchase Agreement”) with a broker whereby the broker has agreed to act as a non-exclusive agent on behalf of

the Company to repurchase shares of Common Stock in the open market.

The Repurchase Agreement will continue in effect until

terminated by either the Company or the broker, with or without cause, upon written notice to the other party.

We will pay the broker

a commission at a rate of $ 0.01

for each share of common stock repurchased pursuant to the Repurchase Agreement.

the three and nine months ended September 30, 2025, the Company repurchased 1,938,450 shares of its Common Stock for $ 31.6 million.

repurchased shares are recorded as treasury stock.

of Special Meetings of Stockholders

July 24, 2025, the Company held a special meeting of the stockholders and received approval for two proposals:

(i) adopt an amendment

to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of

Common Stock of the Company from 100 million to 500 million;

and (ii) to adopt the Company’s Amended and Restated 2023 Equity Incentive

Plan to increase the number of shares of Common Stock reserved for issuance thereunder by 8,000,000 to 8,034,166 shares.

September 25, 2025, the Company held a special meeting of stockholders and received approval for an amendment to the Company’s

Certificate of Incorporation to increase the number authorized and outstanding Common Stock from 500,000,000 to 2,500,000,000 .

The amendment

was effective on September 25, 2025.

The increase in authorized shares provides additional flexibility to support the Inducement Award

Plan, among other initiatives.

10 – Income Taxes

a quarterly basis, we estimate our annual effective tax rate and record a quarterly income tax provision based on the anticipated rate.

As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction.

The effective tax rate for the six-month ended June 30, 2025 was ( 0.0 %).

The Company has NOLs available to offset 80% of the current

year taxable income and the gain, net of tax is classified as discontinued operations in the financial statements.

The Company is

in the process of dissolving certain legal entities to simplify its legal structure.

The tax impact of these legal entities being dissolved

is not expected to be significant.

The launch of the treasury reserve strategy during the second quarter of 2025 increased the Company’s deferred tax

asset by approximately $ 20 million for a deferred tax asset of approximately $ 27 million for the period ended June 30, 2025.

has a full valuation allowance for its deferred tax assets as of the period ended June 30, 2025

a quarterly basis, we estimate our annual effective tax rate and record a quarterly income tax provision based on the anticipated

As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax

jurisdiction.

The effective tax rate for the nine months ended September 30, 2025 was 105 %,

primarily due to the full valuation allowance for its deferred tax assets as of September 30, 2025, and the Company recorded a tax

provision of $ 822,000 related

to current tax expense for the period ended September 30, 2025.

The Company has NOLs available to offset a portion of the current

year taxable income, subject to certain limitations.

At each reporting period, management considers new evidence, both positive and

negative, that could affect its view of the future realization of deferred tax assets.

At September 30, 2025, management has

determined that there is not sufficient positive evidence to conclude that it is more likely than not that the Company’s net

deferred tax asset will be fully realized.

The Company is in the process of dissolving certain legal entities to simplify its legal

The tax impact of those legal entities being dissolved is not expected to be significant.

follow the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires us to determine whether

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In accordance with the Sale of

Business ( See Note 3 ), management performed an evaluation of the technical merits of the Israeli Controlled Foreign Corporate

Rules to determine the taxability of the gain from the Sale of Business from an Israeli tax perspective.

This analysis also considered

the results of the U.S.

Management determined that the technical merits for uncertain tax exposure resulting from the gain

for Israeli tax purposes did not exceed the more-likely-than-not threshold and has not recorded any income tax liability at June 30,

Management’s determination is based on known facts and circumstances and requires judgment of a complex set of rules and

If facts and circumstances change, such as closing, liquidating or selling of the businesses’ equity that is remaining,

including events outside the Company’s control, this could have a material impact on the management’s determination.

On July 4, 2025, subsequent to the end of the reporting

period, the U.S.

federal government enacted the One Big Beautiful Bill Act (“OBBBA”) , which includes significant amendments

to the Internal Revenue Code.

The Company is currently evaluating the impact of the legislation on its consolidated financial statements,

including deferred tax assets and liabilities.

Business (See Note 13 – Discontinued Operations ), management performed an evaluation of the technical merits of the

Israeli Controlled Foreign Corporate Rules to determine the taxability of the gain from the Sale of Business from an Israeli tax perspective.

This analysis also considered the results of the U.S.

Management determined that the technical merits for uncertain tax exposure

resulting from the gain for Israeli tax purposes did not exceed the more-likely-than-not threshold and has not recorded any income tax

liability at September 30, 2025.

Management’s determination is based on known facts and circumstances and requires judgment of

a complex set of rules and regulations.

If facts and circumstances change, such as closing, liquidating or selling of the businesses’

equity that is remaining, including events outside the Company’s control, this could have a material impact on the management’s

determination.

July 4, 2025, subsequent to the end of the reporting period, the U.S.

federal government enacted the One Big Beautiful Bill Act ( “ OBBBA ” ) ,

which includes significant amendments to the Internal Revenue Code.

The Company evaluated the impact of the legislation, and it did not have a material effect

on its consolidated financial statements, including deferred tax assets and liabilities.

11 - Commitments and Contingencies

time to time, the Company may enter into certain types of contracts that require it to indemnify parties against third-party claims.

The conditions of these obligations vary.

In addition, legal claims may be made against the Company in the ordinary course of business,

which could result in legal proceedings.

Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes

could occur, which could have a material adverse effect on the Company’s results of operations for that period or future periods.

Historically,

the Company has not been obligated to make significant payments for these obligations and does not currently expect to incur any

material obligations in the future.

Accordingly, the Company has not recorded a contingency liability on its Condensed Balance

Sheets as of September 30, 2025 or December 31, 2024.

12 – Net Income (Loss) Per Share

net income (loss) per share is calculated by dividing net income (loss) available to common shareholders, adjusted for preferred stock

discount accretion and dividends accrued on preferred stock, by the weighted-average number of common stock outstanding during the period

net income (loss) per share is calculated by dividing net income (loss) available to common stockholders, adjusted for preferred stock

discount accretion and dividends accrued on preferred stock, by the weighted-average number of common shares outstanding during the period

excluding the effects of any potentially dilutive securities.

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shares of Common Stock had been issued if such additional common stock were dilutive.

the Company had a net loss from continuing operations and net income from discontinued operations for the three and six months ended

June 30, 2024, the following presents dilutive and anti-dilutive securities.

continuing operations, since there was a net loss, all securities presented below were excluded from weighted average shares outstanding.

For discontinued operations, dilutive securities presented below were included in the net income per share calculation and the anti-dilutive

securities were excluded in weighted average shares outstanding:

the Company had net income from continuing operations and discontinued operations for the three months ended September 30, 2025 and a

net income from continuing operations and net loss from discontinued operations for the nine months ended September 30, 2025, the following

presents dilutive and anti-dilutive securities.

discontinued operations for the nine months ended September 30, 2025, since there was a net loss, all securities presented below were

excluded from weighted average shares outstanding.

For continuing operations for the three and nine months ended September 30, 2025 and

discontinued operations for the three months ended September 30, 2025, dilutive securities presented below were included in the net income

per share calculation and the anti-dilutive securities were excluded in weighted average shares outstanding:

Schedule of Computation of Diluted Shares Outstanding

Ended June 30,

September 30,

Prefunded warrants

Regular warrants

Restricted Stock Units

Strategic advisor and placement agent warrants

Total Dilutive

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SportsHub warrants

Restricted Stock Units

Total Anti-dilutive

the Company had a net loss from continuing operations and net income from discontinued operations for the three months ended March 31,

2024, the following presents dilutive and anti-dilutive securities.

For continuing operations, since there was a net loss, all securities

presented below were excluded from weighted average shares outstanding.

For discontinued operations, dilutive securities presented below

were included in the net income per share calculation and the anti-dilutive securities were excluded in weighted average shares outstanding:

Ended June 30,

Purchase warrants Alpha

Regular warrants Alpha

MTS stock options

the Company had a net loss from continuing operations and discontinued operations for the three months ended September 30, 2024 and a

net loss from continuing operations and net income from discontinued operations for the nine months ended September 30, 2024, the following

presents dilutive and anti-dilutive securities.

For continuing operations, since there was a net loss, all securities presented below

were excluded from weighted average shares outstanding.

For discontinued operations, dilutive securities presented below were included

in the net income per share calculation and the anti-dilutive securities were excluded in weighted average shares outstanding:

September 30,

Prefunded warrants

Total Dilutive

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Schedule of Loss Per Share and Weighted-average

For the Three Months

Ended June 30,

For the Six Months Ended

Net loss from continuing operations

$ ( 103,370,535 )

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Net income (loss) from continuing operations

$ 104,247,275

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deemed dividends on series B preferred stock

Net loss from continuing operations available to common stockholders

( 103,370,535 )

( 104,287,267 )

Net income (loss) from continuing operations available to common stockholders

( 3,510,086 )

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Basic weighted-average shares for continuing and discontinued operations

Diluted weighted average shares for discontinued operations

Net (loss) from continuing operations per share

Diluted weighted average shares

Net income (loss) from continuing operations per share

Net income (loss) from discontinued operations per share

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Fully Diluted:

Net (loss) from continuing operations per share

Net income (loss) from continuing operations per share

Net income (loss) from discontinued operations per share

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accordance with ASC 205-20, Presentation of Financial Statements:

Discontinued Operations, a disposal of a component

of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a

strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an

entity meets the criteria in ASC paragraph 205 - 20 - 45 - 10.

In the period in which the component meets

the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities

shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations.

time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income

(loss) separate from the income (loss) of continuing operations.

Discontinued Operations (“ASC 205-20”), a disposal

of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal

represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components

of an entity meets the criteria in paragraph 205-20-45-10 .

In the period in which the component meets the held-for-sale or discontinued

operations criteria, the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component

of total assets and liabilities separate from those balances of the continuing operations.

At the same time, the results of all discontinued

operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss)

of continuing operations.

Company is in the process of winding down the operations classified as discontinued and anticipates completing the full dissolution by

the end of the first quarter of 2026.

of SHGN and Sports Gaming Client Services

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

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.

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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 membership interests of the Targets and the Acquired Subsidiaries for $ 22,500,000 in

an all cash transaction.

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

LeagueSafe Management, LLC, a Minnesota limited liability company;

Buyer, by selling all of the issued and outstanding membership interests of the Targets and the Acquired Subsidiaries for $ 22.5 million

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;

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;

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 Sale of Business, we ceased our Sports Game Client Services and SportsHub Gaming Network segments.

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.

connection with the Sale of Business, the Company entered into with the Buyer a Transition Services Agreement to provide for an orderly

transfer and the continuity of business services.

The Parent Seller would be able to use certain Buyer employees at an agreed upon hourly

The Buyer would be charged monthly amounts for business services such as accounting software, insurance and data services.

and SportsHub Player Reserve, LLC, a Minnesota limited

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

a result of the Sale of Business, the Company ceased its Sports Game Client Services and SportsHub Gaming Network segments.

The historical

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

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

May 8, 2024, SharpLink entered into an amended and fully restated Post Closing Assignment Agreement with RSports, whereby SharpLink and

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of assets and liabilities sold in accordance with ASC 810.

the statement of cashflows for the six months ended June 30 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.

the six months ended June 30, 2025 and 2024, SharpLink paid RSports $ 2,287 and $ 70,420 , respectively, for use of accounting service

the statement of cash flows for the nine months ended September 30 2024, the net cash used in investing activities - discontinued operations

is due to cash received from the sale of business of $ 22.5 million, net of the cash transferred of $ 41.4 million.

The majority of the

cash transferred of $ 41.4 million was reflected in discontinued operations customer deposits liability and deferred revenue of $ 37.0

million and $ 4.9 million, respectively.

the nine months ended September 30, 2025 and 2024, SharpLink paid RSports $ 8,857 and $ 132,413 , respectively, for use of accounting service

personnel under the Post Closing Covenant Agreement (the “PCCA”);

and RSports paid SharpLink $ 1,191 and $ 75,083 under the

PCCA for the six months ended June 30, 2025 and 2024, respectively.

PCCA for the nine months ended September 30, 2025 and 2024, respectively.

During the three months ended September 30, 2025 and 2024,

SharpLink paid RSports $ 3,000 and $ 38,816 , respectively, for use of accounting service personnel under the PCCA;

and RSports paid SharpLink $ 0 and $ 21,929 under the PCCA for the three months ended September 30, 2025 and

2024, respectively

Company negotiated a Share and Asset Purchase Agreement which was closed on December 31, 2022.

2 unchanged sentences

Accordingly, the assets and liabilities of the MTS business were separately reported as assets and

liabilities from discontinued operations as of June 30, 2025 and June 30, 2024.

The results of operations and cash flows of MTS for all

periods are separately reported as discontinued operations.

liabilities from discontinued operations as of September 30, 2025 and 2024.

The results of operations and cash flows of MTS for all periods

are separately reported as discontinued operations.

Reconciliation of Discontinued Operations

For the Three

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Schedule of Reconciliation of Discontinued Operations

For the Three Months Ended

For the Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Cost of Revenues

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Income (loss) from discontinued operations, net

$ ( 110,361 )

following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified

as discontinued operations as of June 30, 2025 and December 31, 2024:

as discontinued operations as of September 30, 2025 and December 31, 2024:

of Major Classes of Assets and Liabilities

September 30,

Carrying amounts of major classes of assets included as part of discontinued operations:

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Total current assets

September 30,

Carrying amounts of major classes of liability included as part of discontinued operations:

4 unchanged sentences

Advisory Agreement with Consensys Software Inc.

connection with the PIPE transaction, the Company entered into a Strategic Advisor Agreement with Consensys Software Inc.

(“Consensys”),

a Delaware corporation, and a related party.

Consensys is a global blockchain technology company that provides decentralized applications

and enterprise solutions, focusing on building and scaling blockchain-based systems primarily on the Ethereum blockchain.

Under the terms

of the agreement, Consensys will provide a broad range of advisory services related to the Company’s ETH treasury strategy

to the Company for three years.

As consideration for these services, Consensys received warrants to purchase up to 3,455,019

shares of the Company’s common stock (the “Strategic Advisor Warrants”).

Strategic Advisor Warrants have various exercise prices 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.

Company recorded $ 16,379,368

as stock-based compensation expense, related party, determined

using a Black Scholes model, on the statement of operations for the period ended June 30, 2025.

connection with the May 2025 PIPE Offering, the Company entered into a Strategic Advisor Agreement with Consensys, a Delaware corporation

and a related party.

Consensys is a global blockchain technology company that provides decentralized applications and enterprise solutions,

focusing on building and scaling blockchain-based systems primarily on the Ethereum blockchain.

Under the terms of the agreement, Consensys

will provide a broad range of advisory services related to the Company’s ETH Treasury Management strategy for three years.

As consideration

for these services, Consensys received warrants to purchase up to 3,455,019

shares of the Company’s Common Stock (the “Strategic

Advisor Warrants”).

See Note 7 - Warrants .

The Company’s Chairman of the Board, Joseph Lubin, is CEO of Consensys.

Agreements with Consensys Employees

part of the ongoing collaboration between the Company and Consensys, three employees of Consensys have been seconded to SharpLink

under secondment agreements.

These employees provide key services in areas including strategic planning, treasury management,

technology integration and business development.

The secondment agreements outline the terms of the assignment, the duration, which

began during the month of June 2025 and terminate September 30, 2025, total monthly compensation of approximately $ 80,000

payable to Consensys and stock-based compensation of a total of approximately $ 75,000 for RSU’s to be awarded in July, and

the allocation of responsibilities between the parties.

The seconded employees remain employees of Consensys, but perform their

duties for the Company during the secondment period and report to the Company’s Chief Executive Office and Chief Financial

In exchange for these services, the Company compensates Consensys for the associated costs on a monthly basis, including

the employees’ salaries, benefits and other related expenses.

For the period ended June 30, 2025, approximately $ 43,000 was

accrued in selling, general and administrative expenses in relation to these agreements and their applicable start date.

part of the collaboration between the Company and Consensys, three employees of Consensys were seconded to SharpLink under secondment

These employees provided key services in areas including strategic planning, treasury management, technology integration

and business development.

The secondment agreements outline the terms of the assignment, the duration, which began during the month of

June 2025 and terminated September 30, 2025, total monthly compensation of approximately $ 80,000 payable to Consensys and stock-based

compensation of a total of approximately $ 130,000 for RSU’s awarded in September 2025, and the allocation of responsibilities between

The seconded employees remain employees of Consensys, but they performed their duties for the Company during the secondment

period and report to the Company’s Co-Chief Executive Officers and Chief Financial Officer.

In exchange for these services, the

Company compensated Consensys for the associated costs on a monthly basis, including the employees’ salaries, benefits and other

related expenses.

For the period ended September 30, 2025, approximately $ 283,000 was expensed in selling, general and administrative

expenses and $ 130,620 was expensed as stock-based compensation in relation to these agreements.

Linea Consortium

The Company is a founding member of the Linea Consortium,

along with Consensys, a leading governance body supporting the development of Ethereum's most aligned Layer 2 blockchain network.

15 – Subsequent Events

July 8, 2025 and July 10, 2025, the Company entered into letter agreements (“Letter Agreements”) with the holders of the Company’s

common stock and pre-funded warrants which were issued in connection with the Company’s private placement pursuant to the two Securities

Purchase Agreements dated May 20, 2025 and May 26, 2025, respectively.

Pursuant to section 4.9 of each Securities Purchase Agreements,

the Company agreed to reserve and keep available at all times a sufficient number of shares of Common Stock for the purpose of enabling

the Company to issue shares in accordance with each of the Securities Purchase Agreements and the shares underlying the exercise of any

Strategic Advisor Warrants, Placement Agent Warrants, Private Placement Pre-Funded Warrants, and Best Efforts Pre-Funded Warrants.

to the Letter Agreements, the Holders waive the SPA Share Reserve Provision such that the Company may reserve for issuance under the

ATM Sales Agreement between the Company and A.G.P/Alliance Global Partners, entered into on May 30, 2025, any of the authorized shares

of Common Stock that would otherwise be reserved for issuance under the Strategic Advisor Warrants, Placement Agent Warrants, Private

Placement Pre-Funded Warrants, and Best Efforts Pre-Funded Warrant, with the understanding that (i) the Company may issue such shares

pursuant to the ATM Facility at any time after the execution of the Letter Agreements and before the date on which the Company receives

the requisite stockholder approval (the “Stockholder Approval”) to increase the Company’s authorized shares (the “Permitted

ATM Sales”), and (ii) following the receipt of the Stockholder Approval with respect to the authorized share increase, the Company

shall reserve the shares underlying the Placement Agent Warrants, Strategic Advisor Warrants, Private Placement Pre-Funded Warrants,

and Best Efforts Pre-Funded Warrants.

Following the increase in authorized share capital on July 24, 2025, the Letter Agreements

were terminated.

to ATM Sales Agreement

July 17, 2025, SharpLink entered into an Amendment to its ATM Sales Agreement (the “Amendment”) with AGP, dated May 30,

2025, to increase the number of shares that may be sold from time to time in connection with the ATM facility from $ 1,000,000,000

to $ 6,000,000,000 ;

and to permit the forward sale of shares to be sold in the ATM Offering pursuant to Master Forward Confirmation Letter

We filed a supplement to the Prospectus Supplement, dated May 30, 2025, with the SEC to address the Amendment and

the Forward Sales Agreements on July 17, 2025.

of Special Meeting of Stockholders

a Special Meeting of Stockholders held on July 24, 2025, the Company’s stockholders approved an amendment and restatement of the Company’s

2023 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock reserved for issuance under the

Plan by 8,000,000 shares to 8,034,166 shares.

In addition, the stockholders approved an amendment to the Company’s Amended

and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $ 0.0001 ,

of the Company from 100,000,000 to 500,000,000 .

In connection with the increase in the authorized shares of common stock of the

Company, we filed a Second Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended,

with the Secretary of State of the State of Delaware, which became effective at 5:10 p.m.

Eastern Time on July 24, 2025.

of Co-Chief Executive Officers and Entry into New Employment Agreements

July 24, 2025 (the “Effective Date”), the Board appointed Joseph Chalom as Co-Chief Executive Officer of the Company, to serve

with Rob Phythian as the Co-Chief Executive Officer of the Company.

Phythian will remain the Company’s principal executive

It is anticipated that Mr.

Phythian will transition to the role of President over the next quarter and remain a member of the

Chalom, age 54, has served in senior leadership roles over the course of his 20 year career at BlackRock, Inc.

(“BlackRock”).

Most recently, from October 2021 to June 2025 he was the Head of Strategic Ecosystem Partnerships at BlackRock and was responsible for

executing BlackRock’s strategy in the digital assets, data and technology innovation ecosystems.

This included product innovation

and strategic partnerships to drive digital asset ecosystem innovation and institutional client adoption.

Chalom’s leadership,

in 2024, BlackRock launched its IBIT and ETHA exchange traded products and the BUIDL tokenized treasury fund, making it the largest manager

of digital assets.

Prior to this role, he served as BlackRock’s Deputy Chief Operating Officer on an interim basis from March 2021

to October 2021;

and, for over a decade, was the Chief Operating Officer of BlackRock Solutions, which delivers the firm’s Aladdin

financial technology capabilities clients globally.

Chalom served on the boards of Securitize, Inc., a leading provider in the tokenized

assets and digital transfer agency space for real world assets, from May 2004 until June 2025;

and Clarity AI, Inc., a leading AI-powered

sustainability platform and data provider, from January 2021 to June 2025.

Prior to joining BlackRock, Mr.

Chalom worked as a corporate

and technology attorney at Skadden Arps and at Arnold & Porter.

Chalom earned a B.A.

degree, with honors, in International Studies

from Johns Hopkins University and a J.D.

degree from Columbia University School of Law.

Employment Agreement

connection with his appointment as the Company’s Co-Chief Executive Officer, Mr.

Chalom entered into an employment agreement with

the Company effective as of the Effective Date, which provides for (i) an annual base salary of $750,000;

(ii) a target short-term incentive

opportunity equal to 100% of his base salary, with a maximum opportunity of up to 150% of his base salary;

(iii) a sign-on restricted

stock unit award, to be granted within 30 days after the Effective Date, with an award value of $7,000,000, which value will be converted

to a number of shares (rounded down to the nearest whole share) by dividing (x) the award value, by (y) the average closing per-share

price of the Company’s common stock for the seventy five (75) trading days immediately preceding the Effective Date, and which

will be allocated two-thirds (2/3) to time-based vesting conditions, with one-third (1/3) of such time-based vesting units vesting on

the first (1st) anniversary of the Effective Date and the remaining time-based vesting units vesting in equal quarterly installments

thereafter, in each case subject to Executive’s continued employment with the Company, and one-third (1/3) to performance-based

vesting conditions, which will vest based on the extent that certain annual performance goals, selected by the Board or a committee thereof,

are achieved over a three-year performance cycle;

(iv) a long-term incentive opportunity for the 2026 fiscal year commencing July 1,

2026 with a “target” value of not less than $4,000,000;

and (v) payment for an annual executive physical.

employment agreement also provides for certain severance benefits if his employment were terminated by the Company without cause, death

or disability, or upon his resignation for good reason, including an amount equal to two (2) times his base salary and target bonus,

any short-term incentive earned for the prior fiscal year but not yet paid, a pro-rated short-term incentive for the year of termination,

based on actual results, subsidized health insurance premiums for eighteen (18) months, full vesting of any time-based equity awards

and pro-rated vesting of any performance-based equity awards, based on actual results for the entire performance period.

Moreover, upon

a change in control, all of his equity awards will vest in full (with performance-based awards vesting based on performance through the

date of the transaction).

In exchange for the severance benefits, Mr.

Chalom must sign a release of claims in favor of the Company.

Chalom’s employment agreement also includes standard confidentiality, non-competition, non-solicitation and non-disparagement covenants.

Employment Agreement

connection with his appointment as the Company’s Co-Chief Executive Officer, Mr.

Phythian entered into a new employment agreement

with the Company, which replaces and supersedes his prior employment agreement with the Company dated as of February 14, 2024, as amended

on March 19, 2025, and as amended on June 29, 2025.

The employment agreement provides for (i) an annual base salary of $660,000, (ii)

a target short-term incentive opportunity equal to 100% of his base salary, with a maximum opportunity of up to 150% of his base salary,

(iii) a sign-on restricted stock unit award, to be granted within 30 days after the Effective Date, with an award value of $3,700,000,

which value will be converted to a number of shares (rounded down to the nearest whole share) by dividing (x) the award value, by (y)

the average closing per-share price of the Company’s common stock for the seventy five (75) trading days immediately preceding

the Effective Date, and which will be allocated two-thirds (2/3) to time-based vesting conditions, with one-third (1/3) of such time-based

vesting units vesting on the first (1st) anniversary of the Effective Date and the remaining time-based vesting units vesting in equal

quarterly installments thereafter, in each case subject to Executive’s continued employment with the Company, and one-third (1/3)

to performance-based vesting conditions, which will vest based on the extent that certain annual performance goals, selected by the Board

or a committee thereof, are achieved over a three-year performance cycle;

(iv) a long-term incentive opportunity for the 2026 fiscal

year commencing July 1, 2026 with a “target” value of not less than $3,700,000;

and (v) payment for an annual executive physical.

Phythian’s employment agreement also provides for certain severance benefits if his employment were terminated by the Company

without cause, death or disability, or upon his resignation for good reason, including an amount equal to two (2) times his base salary

and target bonus, any short-term incentive earned for the prior fiscal year but not yet paid, a pro-rated short-term incentive for the

year of termination, based on actual results, subsidized health insurance premiums for eighteen (18) months, full vesting of any time-based

equity awards and pro-rated vesting of any performance-based equity awards, based on actual results for the entire performance period.

Moreover, upon a change in control, all of his equity awards will vest in full (with performance-based awards vesting based on performance

through the date of the transaction).

In exchange for the severance benefits, Mr.

Phythian must sign a release of claims in favor of

Phythian’s employment agreement also includes standard confidentiality, non-solicitation and non-disparagement

Employment Agreement

connection with these appointments, Mr.

Robert DeLucia, our Chief Financial Officer, entered into a new employment agreement with the

Company, which replaces and supersedes his prior employment agreement with the Company dated as of February 14, 2024, as amended on March

19, 2025, and as amended on June 29, 2025.

The employment agreement provides for (i) an annual base salary of $450,000, (ii) a target

short-term incentive opportunity equal to 100% of his base salary, with a maximum opportunity of up to 150% of his base salary, (iii)

a sign-on restricted stock unit award, to be granted within 30 days after the Effective Date, with an award value of $1,150,000, which

value will be converted to a number of shares (rounded down to the nearest whole share) by dividing (x) the award value, by (y) the average

closing per-share price of the Company’s common stock for the seventy five (75) trading days immediately preceding the Effective

Date, and which will be allocated two-thirds (2/3) to time-based vesting conditions, with one-third (1/3) of such time-based vesting

units vesting on the first (1st) anniversary of the Effective Date and the remaining time-based vesting units vesting in equal quarterly

installments thereafter, in each case subject to Executive’s continued employment with the Company, and one-third (1/3) to performance-based

vesting conditions, which will vest based on the extent that certain annual performance goals, selected by the Board or a committee thereof,

are achieved over a three-year performance cycle;

and (iv) a long-term incentive opportunity for the 2026 fiscal year commencing July

1, 2026 with a “target” value of not less than $1,150,000.

DeLucia’s employment agreement also provides for certain

severance benefits if his employment were terminated by the Company without cause, death or disability, or upon his resignation for good

reason, including an amount equal to two (2) times his base salary and target bonus, any short-term incentive earned for the prior fiscal

year but not yet paid, a pro-rated short-term incentive for the year of termination, based on actual results, subsidized health insurance

premiums for eighteen (18) months, full vesting of any time-based equity awards and pro-rated vesting of any performance-based equity

awards, based on actual results for the entire performance period.

Moreover, upon a change in control, all of his equity awards will

vest in full (with performance-based awards vesting based on performance through the date of the transaction).

In exchange for the severance

benefits, Mr.

DeLucia must sign a release of claims in favor of the Company.

DeLucia’s employment agreement also includes standard

confidentiality, non-competition, non-solicitation and non-disparagement covenants.

Direct Offerings

$200 Million Offering

August 6, 2025, the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with certain

institutional investors to sell in a registered direct offering (the “August Offering”) an aggregate of 10,256,411

shares of the Company’s common stock.

The price per share was $ 19.50 , and the gross proceeds from the August Offering, before

deducting the placement agent fees, financial advisor fees, and offering expenses, were approximately $ 200 million.

The shares were

offered and sold pursuant to a prospectus, dated May 30, 2025, and a prospectus supplement, dated August 6, 2025, in connection with

a takedown from the Company’s effective shelf registration statement on Form S-3ASR (File No.

In addition, on

August 6, 2025, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with

A.G.P./Alliance Global Partners (“AGP”).

AGP, as lead placement agent and SG Americas Securities, LLC, as co-placement

agent (“SocGen,” and together with AGP, the “Placement Agents”), pursuant to which the Company engaged the

Placement Agents as the exclusive placement agents in connection with the August Offering.

Cantor Fitzgerald & Co.

(“Cantor”) acted as financial advisor to the Company pursuant to an engagement letter with the Company (the

“Engagement Letter”).

Pursuant to the Placement Agency Agreement, the Company paid the Placement Agents a cash fee equal

to their pro rata allocation of 5.0% of the aggregate gross proceeds raised from the sale of the shares sold in the August Offering

(the “Cash Fee”).

The Cash Fee was allocated 45.0% to AGP and 10.0% to SocGen.

In addition, pursuant to the Engagement

Letter, Cantor was paid a cash fee equal to 45.0% of the aggregate amount of the Cash Fee.

Notwithstanding the foregoing, the Cash

Fee paid to AGP did not exceed 2.0% of the aggregate gross proceeds raised from the sale of the securities sold in the offering.

balance of the Cash Fee not payable to the Placement Agents or Cantor was credited back to the Company.

The Offering closed on

August 8, 2025.

Million Offering

August 10, 2025, the Company entered into a securities purchase agreement (the “Second August Purchase Agreement”) with

certain institutional investors to sell in a registered direct offering (the “Second August Offering”) an aggregate of

18,382,353 shares of the Company’s common stock.

The price per share was $ 21.76 , and the gross proceeds from the Second August

Offering, before deducting the placement agent fees, financial advisor fees, and offering expenses, were approximately $ 400 million.

The shares were offered and sold pursuant to a prospectus, dated May 30, 2025, and a prospectus supplement, dated August 10, 2025,

in connection with a takedown from the Company’s effective shelf registration statement on Form S-3ASR (File No.

In addition, on August 10, 2025, the Company entered into a placement agency agreement (the “Placement Agency

Agreement”) with AGP.

AGP, as lead placement agent and SocGen, and together with AGP, the “Placement Agents”),

pursuant to which the Company engaged the Placement Agents as the exclusive placement agents in connection with the August Offering.

Cantor Fitzgerald & Co.

(“Cantor”) acted as financial advisor to the Company pursuant to an engagement letter with

the Company (the “Engagement Letter”).

Pursuant to the Placement Agency Agreement, the Company paid the Placement Agents

a cash fee equal to their pro rata allocation of 5.0% of the aggregate gross proceeds raised from the sale of the shares sold in the

August Offering (the “Cash Fee”).

The Cash Fee was allocated 45.0% to AGP and 10.0% to SocGen.

In addition, pursuant to

the Engagement Letter, Cantor was paid a cash fee equal to 45.0% of the aggregate amount of the Cash Fee.

Notwithstanding the

foregoing, the Cash Fee paid to AGP did not exceed 2.0% of the aggregate gross proceeds raised from the sale of the securities sold

in the offering.

The balance of the cash fee not payable to the Placement Agents or Cantor was credited back to the Company.

Offering closed on August 12, 2025.

2025 Registered Direct Offering

October 15, 2025, the Company entered into a securities purchase agreement (“October 2025 Purchase Agreement”) with an institutional

investor to sell in a registered direct offering (the “October 2025 Offering”) an aggregate of 4,500,000 shares of the Company’s Common Stock.

The price per share was $ 17.00 and the gross proceeds from the October 2025 Offering, before deducting placement agent

fees and offering expenses, were approximately $ 76.5 million.

The Company intends to use the net proceeds from the October 2025 Offering

to acquire ETH as well as for general working capital purposes.

Under the October 2025 Purchase Agreement, the Company also granted the

investor 90-day premium purchase contracts, expiring on January 15, 2026, to purchase up to an additional 4,500,000 shares of Common

Stock at an exercise price of $ 17.50 (the “Premium Purchase Contract”).

If the Premium Purchase Contracts are fully exercised,

the Company will receive an additional $ 78.8 million in approximate gross proceeds.

On October 15, 2025, the Company entered into a placement

agent agreement (the “October 2025 Placement Agent Agreement”) with AGP as sole placement agent, pursuant to which the Company

engaged AGP as the exclusive placement agent in connection with the October 2025 Offering.

Pursuant to the October 2025 Placement Agent

Agreement, the Company paid the AGP a cash fee equal to 2.0% of the aggregate gross proceeds raised from the sale of the securities sold

in the October 2025 Offering.

On October 28, 2025, the Company announced a collaboration to deploy ETH from

its corporate treasury onto Linea, a zkEVM Layer 2 network.

Based on current negotiations, the Company plans to allocate $ 200 million in ETH for deployment on Linea in a risk-managed manner over a multi-year

commitment period.

The Company expects to leverage Linea’s institutional-grade infrastructure to optimize onchain yield to

capture differentiated ETH-denominated returns.

This differentiated yield is expected to combine native Ethereum yield, restaking

rewards from securing EigenCloud Autonomous Verifiable Services (AVSs), and direct Linea and ether.fi partner incentives, all within a

compliant Layer 2 infrastructure.

LsETH Redemption

On November 8, 2025, SharpLink unstaked

32,573.83 LsETH, redeeming 35,626.73 ETH at price of $ 3,400.40

per ETH, totaling approximately $ 121.1

the 35,626.73 ETH, 35,330 ETH is a return of ETH originally staked in a liquid staking protocol and 296.72 ETH represents accrued

staking rewards earned while staked;

All of the redeemed ETH will be returned to the Company’s custodian, Anchorage Digital

Bank once the withdrawal process has been completed.

MANAGEMENT ’ S

1 unchanged sentence

Note Regarding Forward-Looking Statements

discussions in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995.

Forward-looking statements are based on assumptions with respect to the future and management’s current expectations,

involve certain risks and uncertainties and are not guarantees.

These forward-looking statements include, but are not limited to, statements

concerning our strategy, competition, future operations, future financial position, future revenues, projected costs, profitability,

expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and

trends in the markets in which we operate, prospects and plans and objectives of management.

The words “anticipates,” “believes,”

“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,”

“will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements,

although not all forward-looking statements contain these identifying words.

We may not actually achieve the plans, intentions or expectations

disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.

Future results

may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

These forward-looking

statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking

statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” of the Annual Report on

Form 10-K for the fiscal year ended December 31, 2024, as amended, and that are otherwise described or updated from time to time in our

other filings with the Securities and Exchange Commission (the “SEC”).

The discussion of such risks is not an indication

that any such risks have occurred at the time of this filing.

We do not assume any obligation to update any forward-looking statements.

Industry and Market Data

we are responsible for all disclosure contained in this Quarterly Report on Form 10-Q, in some cases we have relied on certain market

and industry data obtained from third-party sources that we believe to be reliable.

Market estimates are calculated by using independent

industry publications in conjunction with our assumptions regarding the Ethereum industry and market.

While we are not aware of any misstatements

regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change

based on various factors, including those discussed under the headings “Cautionary Note Regarding Forward-Looking Statements,”

Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended,

and Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.

following discussion of SharpLink Gaming, Inc.

and its wholly owned subsidiaries (collectively, “ SharpLink Gaming, ”

“ SharpLink, ” “ our Company, ” the “ Company, ” “ we, ”

“ our, ” and “ us ” ), highlights the principal factors that have affected our financial

condition and results of operations as well as our liquidity and capital resources for the periods described.

This discussion should

be read in conjunction with our condensed consolidated financial statements and the related notes included in this Quarterly

Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended

December 31, 2024, filed with the U.S.

discussions in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the Private Securities

Litigation Reform Act of 1995.

Forward-looking statements are based on assumptions with respect to the future and management’s

current expectations, involve certain risks and uncertainties and are not guarantees.

These forward-looking statements include, but

are not limited to, statements concerning our strategy, competition, future operations, future financial position, future revenues,

projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our

technologies, growth opportunities and trends in the markets in which we operate, prospects and plans and objectives of management.

The words “anticipates,” “believes,” “could,” “estimates,” “expects,”

“intends,” “may,” “plans,” “projects,” “will,” “would,”

“predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking

statements contain these identifying words.

We may not actually achieve the plans, intentions or expectations disclosed in our

forward-looking statements and you should not place undue reliance on our forward-looking statements.

Future results may differ

materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in

the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” of

this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as amended, and that are otherwise described or updated

from time to time in our other filings with the Securities and Exchange Commission (the “SEC”).

The discussion of such

risks is not an indication that any such risks have occurred at the time of this filing.

We do not assume any obligation to update

any forward-looking statements.

and Market Data

are responsible for all information contained in this Quarterly Report on Form 10-Q.

In some cases, we have relied on market and industry

data from third-party sources we believe to be reliable.

These market estimates combine independent industry publications with our own

assumptions about the Ethereum industry and broader market.

Although we are not aware of any material inaccuracies in this data, it involves

risks, uncertainties, and is subject to change based on various factors.

These factors include those discussed under “ Cautionary

Note Regarding Forward-Looking Statements, ” Part I, Item 1A, “ Risk Factors ” in our Annual Report

on Form 10-K for the year ended December 31, 2024, as amended, and Part II, Item 1A, “ Risk Factors ” in this

Quarterly Report on Form 10-Q.

section discusses the key factors that have shaped the financial condition, results of operations, liquidity and capital resources of

SharpLink Gaming, Inc.

and its wholly owned subsidiaries (collectively, “ SharpLink Gaming, ” “ SharpLink, ”

the “ Company, ” “ we, ” “ our, ” or “ us ” ).

should read this discussion together with our condensed consolidated financial statements and related notes included in this Quarterly

Report on Form 10-Q, as well as our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December

31, 2024, filed with the U.S.

Securities and Exchange Commission on March 14, 2025, and the Form 10-K/A filed on March 17, 2025.

As discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements, ” the following discussion

and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize

or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

this Quarterly Report on Form 10-Q, unless the context indicates otherwise, references to “ SharpLink Gaming, ”

“ SharpLink, ” “ SharpLink US, ” “ our Company, ” “ the Company, ”

“ we, ” “ our, ” “ ours ” and “ us ” refer

to SharpLink Gaming, Inc., a Delaware corporation, and its wholly owned subsidiaries .

noted under “ Cautionary Note Regarding Forward-Looking Statements, ” this discussion includes forward-looking

statements that involve risks, uncertainties, and assumptions.

Actual results could differ materially from those expressed or implied

by these statements.

the context indicates otherwise, references in this Quarterly Report on Form 10-Q to “ SharpLink Gaming, ” “ SharpLink, ”

“ SharpLink US, ” “ our Company, ” “ we, ” “ our, ” and “ us ”

refer to SharpLink Gaming, Inc., a Delaware corporation, and its wholly owned subsidiaries.

References to “ SharpLink

Israel ” refer to SharpLink Gaming, Ltd., an Israel limited liability company, with which SharpLink US completed a domestication

Israel ” refer to SharpLink Gaming, Ltd., an Israeli limited liability company with which SharpLink US completed a domestication

merger in February 2024.

Headquartered

in Minneapolis, SharpLink, a Delaware corporation, recently undertook a significant strategic shift by becoming one of the world’s largest

publicly traded companies to adopt Ether (“ETH”) as its primary treasury asset.

This strategy reflects the Company’s commitment

to align the corporate treasury with the future of programmable finance, digital capital markets and decentralized infrastructure.

Company also operates an online performance marketing company that delivers unique fan activation solutions to its sportsbook and online

casino gaming partners.

in Minneapolis, SharpLink, a Delaware corporation, undertook a significant strategic shift in June 2025 by becoming one of the world’s

largest publicly traded companies to adopt Ether (“ETH”), the native token of the Ethereum blockchain, as its primary treasury

This strategy reflects the Company’s commitment to align our corporate treasury with the future of programmable finance,

digital capital markets and decentralized infrastructure.

The Company also operates an online affiliate marketing company that delivers

unique fan activation solutions to its sportsbook and online casino gaming partners.

tandem with this transformation, SharpLink has streamlined its business-building operations around two distinct reportable segments:

Ethereum Staking and Affiliate Marketing.

Ethereum Staking segment seeks to benefit from any price appreciation in the value of ETH and ETH-based yield generated by participating

in the Ethereum network’s staking protocol.

As part of Ethereum’s proof-of-stake consensus mechanism, staking enables network

participants to help validate transactions and secure the blockchain in exchange for staking rewards paid in ETH.

SharpLink delegates

our ETH holdings to validators in accordance with the protocol’s staking requirements, thereby earning consistent, protocol-level

These staking rewards represent an operationalized form of yield generation that is both blockchain-native and capital-efficient.

Our staking operations are designed to be transparent, compliant and institutionally scalable, with infrastructure and security protocols

built to meet the performance and custodial standards of a publicly traded company.

Affiliate Marketing segment is focused on performance-based customer acquisition services for leading sportsbooks and online casino

gaming operators worldwide.

Through our iGaming affiliate marketing network, known as PAS.net, SharpLink focuses on driving

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

regulated and global iGaming operator partners

In addition, we own and operate a portfolio of direct-to-player, state-specific, affiliate marketing websites designed to

attract, acquire and drive local sports betting and online casino gaming traffic to its valued partners which are licensed to

operate in each respective state.

ETH Treasury Management .

We seek to benefit from our ETH accumulation strategy by (i) potential ETH price appreciation and (ii) protocol-level

rewards earned by participating in Ethereum’s proof-of-stake (“PoS”) consensus mechanism.

We delegate our ETH to third-party

validators (directly or via asset managers) and participate in both native and liquid staking programs.

Our staking infrastructure and

custody arrangements are designed to meet the governance, security and control standards expected of a public company.

Affiliate Marketing.

Our Affiliate Marketing segment is focused on performance-based customer acquisition services for leading sportsbooks

and online casino gaming operators worldwide.

Through our iGaming affiliate marketing network, known as PAS.net, SharpLink focuses on

driving qualified traffic and player acquisitions, retention and conversions to U.S.

regulated and global iGaming operator partners worldwide.

In addition, we own and operate a portfolio of direct-to-player, state-specific, affiliate marketing websites designed to attract, acquire

and drive local sports betting and online casino gaming traffic to its valued partners which are licensed to operate in each respective

Treasury Management Strategy

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WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.

May 2025, our Board adopted a Treasury Reserve Policy, with ETH serving as the primary treasury reserve asset on an ongoing basis, subject

to market conditions and anticipated needs of the business.

As a result of the Treasury Reserve Policy, in future periods, we may purchase

additional ETH and increase our overall holdings of ETH or sell our ETH and decrease our overall holdings of ETH.

decision to accumulate ETH as a core treasury asset is grounded in a forward-looking view of the evolving global financial

We believe Ethereum’s unparalleled programmability, security and developer momentum will make it a foundational

layer for the next generation of decentralized financial applications.

Ethereum’s transition to a proof-of-stake consensus

mechanism and the rise of Layer 2 blockchain networks with high scalability have transformed ETH into a yield-bearing, productive

Crypto asset with increasing institutional adoption and intrinsic network value.

We believe that ETH’s value proposition at

its core is a digital trust commodity and that an investment in ETH represents an asymmetric long-term growth opportunity as more

stablecoins and other tokenized real-world assets are secured by the Ethereum ecosystem.

key aspect of our ETH treasury strategy is to raise capital to be used to increase our ETH position in a manner which is accretive to

shareholders.

This can come in the form of equity, equity-linked debt or other forms of offerings designed to maximize shareholder exposure

to ETH within a prudent risk management framework.

We have not set a specific target for the maximum amount of ETH we seek to hold.

diligently tracks and routinely reports key performance indicators designed to offer investors transparency and insight into the execution

and effectiveness of our ETH treasury strategies.

Among these metrics, the Company’s ETH concentration (“ETH Concentration”)

has emerged as a central performance benchmark and “north star” metric by which we gauge our progress.

ETH Concentration,

which is calculated by dividing the Company’s total ETH holdings by every 1,000 Assumed Diluted Shares outstanding, reflects both

the scale of SharpLink’s ETH accumulation efforts and the capital efficiency of our treasury operations.

By prioritizing this metric,

we underscore our commitment to driving long-term shareholder value, rather than short-term fluctuations in asset prices or market

capitalization.

Assumed Diluted Shares Outstanding represents the sum of (i) SharpLink’s actual shares of common stock issued

and outstanding as of the end of each reporting period, plus (ii) the additional shares that would be issued upon the assumed exercise

or settlement of all outstanding warrants, pre-funded warrants, stock option awards, and restricted stock units.

decision to accumulate ETH as a core treasury asset is grounded in a forward-looking view of the evolving global financial ecosystem.

We believe Ethereum’s unparalleled programmability, security and active developer ecosystem position it as a foundational layer

for decentralized finance and Web3 applications.

With Ethereum’s transition to a proof-of-stake consensus mechanism and the growth

of highly scalable Layer 2 networks, ETH has evolved into a yield-bearing, productive crypto asset with increasing institutional adoption

and intrinsic network value.

We view ETH as a digital asset trust commodity, offering the potential for long-term appreciation and yield

generation as more stablecoins and tokenized real-world assets leverage the Ethereum ecosystem.

key aspect of our ETH Treasury Management strategy is to raise capital to be used to increase our ETH holdings and generate yield opportunities

in a manner which is accretive to shareholders.

This can come in the form of equity, equity-linked debt, debt of any kind or any other

contract or arrangement intended to fund the purchase of ETH, whether or not such financing is formally classified as debt or equity

or other forms of offerings or arrangements (“Financings”), designed to maximize stockholder exposure to ETH within a prudent

risk management framework.

We maintain the flexibility to buy back stock where it is accretive to stockholders.

We have not set a specific

target for the maximum amount of ETH we seek to hold.

diligently track and routinely report key performance indicators designed to offer investors transparency and insight into the execution

and effectiveness of our ETH Treasury Management strategies.

Among these metrics, our ETH concentration (“ETH Concentration”),

and growing it over time, has emerged as a central performance benchmark and “north star” metric by which we gauge our progress.

ETH Concentration, which is calculated by dividing our total ETH holdings by every 1,000 Assumed Diluted Shares outstanding, reflects

both the scale of our ETH accumulation efforts and the capital efficiency of our treasury operations.

By prioritizing this metric, we

underscore our commitment to driving long-term shareholder value, rather than short-term fluctuations in asset prices or market capitalization.

Diluted Shares Outstanding represents the sum of (i) our actual shares of common stock issued and outstanding as of the end of each reporting

period, plus (ii) the additional shares that would be issued upon the assumed exercise or settlement of all outstanding warrants, pre-funded

warrants, stock option awards, and restricted stock units (“Assumed Diluted Shares Outstanding”).

Assumed Diluted Shares

Outstanding is not calculated using the treasury stock method.

It does not account for equity award vesting conditions, stock option exercise

prices, or contractual restrictions limiting the convertibility of debt instruments.

Additionally, it excludes any assumed share repurchases

that would ordinarily be considered under the treasury stock method.

systematically acquiring and staking ETH, we are engaged in building a resilient, Ethereum-native treasury designed to generate sustainable

yield through staking rewards while maintaining significant upside exposure to any ETH price appreciation.

SharpLink’s ETH treasury strategy is complemented by our active participation in the Ethereum ecosystem.

It does not account for equity award vesting conditions, stock option

exercise prices, or contractual restrictions limiting the convertibility of debt instruments.

Additionally, it excludes any assumed share

repurchases that would ordinarily be considered under the treasury stock method.

currently utilize native staking and liquid staking.

In native staking, ETH remains onchain with withdrawal credentials controlled by

our custodian and rewards are recognized as revenue when earned.

In liquid staking, we deposit ETH and receive liquid staking ETH (“LsETH”),

a redeemable receipt token;

the ETH is derecognized and the LsETH is recorded as an indefinite-lived intangible asset subject to impairment.

our ETH Treasury Management strategy is complemented by our active participation in the Ethereum ecosystem.

We are a founding member

of the Linea Consortium, a leading governance body supporting the development of Ethereum’s most aligned Layer 2 blockchain network.

Our participation in the consortium enables us to help steer capital allocation toward high-impact infrastructure, public goods and innovation

pipelines that are intended to strengthen the long-term utility and defensibility of the Ethereum network, reinforcing the intrinsic

value of our own ETH treasury assets.

further institutionalize our ETH-centered strategy, SharpLink has bolstered its leadership team with executives who bring deep expertise

in both traditional and decentralized finance.

In July 2025, we appointed former BlackRock senior executive and digital asset leader

Joseph Chalom as Co-Chief Executive Officer, who greatly complements the May 2025 appointment of Joseph Lubin, Co-Founder of Ethereum

and Founder and CEO of Consensus, as SharpLink’s new Chairman of the Board.

This structure affirms our intent to build a deeply

experienced leadership team across global institutional finance and Ethereum ecosystems.

Operations – Affiliate Marketing

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.

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

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

Operations – Ethereum Staking

June 2025, SharpLink formally launched its ETH-centered treasury strategy and established staking as a dedicated operating segment, recognizing

of the Linea Consortium, along with Consensys, see Note 14 - Related Partie s, a leading governance body supporting the development

of Ethereum’s most aligned Layer 2 blockchain network.

Our participation in the consortium enables us to help steer capital allocation

toward high-impact infrastructure, public goods and innovation pipelines that are intended to strengthen the long-term utility and defensibility

of the Ethereum network, reinforcing the intrinsic value of our own ETH treasury assets.

Treasury Management

June 2025, we formally launched our ETH-centered treasury strategy and established staking as a dedicated operating segment, recognizing

its potential to deliver recurring, yield-based revenue.

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in the Ethereum network’s proof-of-stake consensus mechanism.

Specifically, SharpLink delegates its ETH holdings to validators

that process and verify transactions on the blockchain.

In return, the Company receives protocol-level rewards in ETH, typically proportional

to the amount staked and the network’s overall activity and performance.

is noteworthy to mention that the Company’s ETH Staking segment includes both native and liquid staking activities.

staking, the Company utilized two third-party asset managers to manage and stake ETH on its behalf as of June 30, 2025.

strategy allows the Company, through its agreements with custodians and asset managers, to stake assets with third party validators.

Participants stake ETH through these validator nodes and, when chosen as validators by the network, earn staking rewards and

transaction fees proportional to their staked amount.

Liquid staking is similar to native staking;

however, one key difference and

intended benefit of this method is the ability to provide the Company with tokens representing digital assets in exchange for its

Liquid staking rewards are accumulated through the protocol conversion rate for the LsETH and will be recognized as gains or

losses within other income upon redemption or sale of the LsETH.

initiating our staking operations on June 2, 2025, we have accumulated approximately 598,800 ETH as of August 10, 2025.

For the three and six months ended June 30, 2025, revenues generated from native staking rewards totaled $28,534 for both reporting

periods, as staking only commenced two-thirds of the way through the second quarter of this year.

These figures represent the

ETH-based rewards accumulated through the delegation of ETH to staking validators, which we expect to scale materially in future

quarters in correlation with growth in our treasury balance and broader ETH market performance.

views its staking operations as a core strategic pillar of its broader alignment with the Ethereum ecosystem.

Our participation not

only yields economic return but also contributes directly to Ethereum’s decentralization, scalability, and security.

we believe staking is foundational to a new generation of blockchain-native capital structures that enable corporations to earn

yield without relying on traditional debt instruments, equities, or centralized intermediaries.

Our staking efforts are

focused on maximizing yield, managing risk and ensuring that SharpLink’s operations meet institutional standards for

transparency and efficiency.

of Business - SHGN and Sports Gaming Client Services

business-building platform previously 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 SHGN 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 membership interests, as applicable, in our Sports Gaming Client Services

and SHGN business units to RSports for $22.5 million in an all-cash transaction, pursuant to the signing of a purchase agreement and

other related agreements.

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

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

consolidated financial statements for all periods prior to the Sale of Business.

Compliance with Nasdaq Continued Listing Standards

previously reported on Form 10-K in the Company’s Annual Report for the year ended December 31, 2024, filed with the SEC by the

Company on March 14, 2025 and 10-K/A filed with the SEC by the Company on March 17, 2025, the Company received a letter on July 17,

2024 from Nasdaq notifying the Company that, because of 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

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 the

Company’s Current Report on Form 8-K filed with SEC 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

The Company had 45 calendar days to submit a plan to regain compliance or until January 6, 2025.

June 4, 2025, the Company received formal notification from Nasdaq confirming the Company had regained compliance with the Nasdaq Listing

The Company will be subject to a mandatory panel monitor for a period of one year from June 4, 2025.

If, within that one-year

monitoring period, the Nasdaq Listing Qualifications staff (the “Staff”) finds the Company is again out of compliance with

the Equity Rule, then the Staff will issue a delist determination letter, and the Company will have an opportunity to request a new hearing

with the initial Nasdaq hearing panel (the “Panel”) or a newly convened hearing panel if the initial Panel is unavailable.

Notwithstanding Nasdaq Listing Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with

respect to a deficiency under the Equity Rule that arises during the one-year monitoring period, and the Staff will not be permitted

to grant additional time for the Company to regain compliance with respect to such deficiency.

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.

(“SharpLink US”).

The Domestication Merger

was achieved through a merger of Domestication 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.

of Series A-1 Preferred Stock and Series B Preferred Stock for Common Stock and Prefunded Warrants

April 2, 2025, SharpLink entered into an exchange agreement (“Exchange Agreement”) with Alpha Capital Anstalt (“Alpha”),

whereby, pursuant to the terms and conditions set forth in the Exchange Agreement and in reliance on Section 3(a)(9) of the Securities

Act of 1933, as amended (the “Securities Act”), 600 shares of the Company’s Series A-1 Preferred Stock and 1,040 shares

of the Company’s Series B Preferred Stock (collectively, the “Existing Securities”) held by Alpha were exchanged for

38,683 shares of SharpLink’s common stock (“Common Stock”) and 44,650 prefunded warrants to purchase shares of SharpLink’s

common stock (“Alpha Prefunded Warrants”) at an exercise price of $0.012.

With the exchange of Alpha’s Existing Securities

for Common Stock and Alpha Prefunded Warrants, SharpLink no longer has any Series A-1 Preferred Stock or Series B Preferred Stock issued

and outstanding.

of 10% Equity Stake in Armchair Enterprises

February 24, 2025, SharpLink entered into a subscription agreement (“Subscription Agreement”) with U.K.-based Armchair Enterprises

Limited (“Armchair”), which owns and operates CryptoCasino.com.

The acquisition of a 10% equity stake in Armchair

was made for $500,000 in cash, along with a right of first refusal to acquire a controlling interest in Armchair.

The investment

was recorded at cost and will be measured at cost minus impairment, adjusted for any observable price changes.

There was no impairment

as of June 30, 2025.

May 5, 2025, the Company effected a one-for-twelve (1:12) reverse stock split of all the Company’s share capital, whereby the Company

decreased the number of issued and outstanding shares of common stock from 7,916,206 to 659,684.

Proportional adjustments

for the reverse stock split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

and per-share data and amounts have been retrospectively adjusted as of the earliest period presented in the financial statements to

reflect the reverse stock split.

Million Registered Offering

May 20, 2025, SharpLink entered into a securities purchase agreement (the “May 20 Purchase Agreement”) pursuant to which

the Company agreed to sell and issue, in a reasonable best efforts registered offering (the “May 20 Offering”), an

aggregate of 34,000 shares (the “May 20 Shares”) of the Company’s common stock and Pre-Funded

Warrants (the “May 20 Pre-Funded Warrants”) to purchase up to 1,496,612 shares of Common Stock (the “May 20

Pre-Funded Warrant Shares”).

The May 20 Shares were offered at an offering price of $2.94 per May 20 Share.

proceeds from the May 20 Offering, before deducting the placement agent fees and offering expenses, were approximately $4.5 million.

A.G.P./Alliance Global Partners acted as the sole placement agent for the May 20 Offering.

Million Registered Offering

May 26, 2025, we entered into a securities purchase agreement for a private placement in public entity (the “May 26

PIPE”), raising gross proceeds of $425,000,000 funded in a combination of fiat and Ether.

On June 2, 2025, SharpLink

announced the closing of the May 26 PIPE was May 30, 2025, and launched our treasury reserve strategy to hold the native

cryptocurrency of the Ethereum blockchain, commonly referred to as “Ether” or “ETH,” as the Company’s

primary treasury reserve asset.

Consensys Software Inc.

acted as the lead investor in the May 26 PIPE, along with prominent

crypto venture capital firms and infrastructure providers, with an intent to assist the Company in earning distinction as one of the

largest ETH-focused treasury strategies in the public markets.

A.G.P./Alliance Global Partners acted as the sole placement agent in

connection with the May 26 PIPE.

Expansion and Election of New Chairman of the Board

May 26, 2025, the Board approved the increase of the size of the Company’s Board from four to five directors.

The Board elected

Joseph Lubin as a director to fill the newly created director position.

The Board also elected Mr.

Lubin as Chairman of the Board.

At-The-Market (“ATM”) Offerings

On May 1, 2024,

the Company entered into an ATM Sales Agreement (the “2024 ATM Sales Agreement”) with A.G.P./Alliance Global Partners

(the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent

and/or principal, shares of its common stock having an aggregate offering price of up to $1,676,366, subject to certain limitations

on the amount of Common Stock that may be offered and sold by the Company set forth in the ATM Sales Agreement (the “2024 ATM Offering”).

May 30, 2025, SharpLink entered into a second ATM Sales Agreement (the “Second ATM Agreement”) with the Agent relating

to the sale of shares of our Common Stock from time to time, having an aggregate offering price of up to $1,000,000,000.

July 17, 2025, the Company entered into an Amendment to the Second ATM Agreement (the “Amendment”) to (i) increase the

number of Shares that may be sold in the ATM Offering to $6,000,000,000 (the “ATM Sales Increase”);

and (ii) to permit

the forward sale of Shares to be sold in the ATM Offering pursuant to Master Forward Confirmation Letter Agreements (the

“Forward Sales Agreements,” and each a “Forward Sales Agreement”).

of June 30, 2025, SharpLink had raised total net proceeds of $126,045,108 from sales of Shares under our ATM Sales Agreements.

Liquid Staking

part of its ETH-based treasury strategy, the Company participates in liquid staking through the Liquid Collective protocol.

liquid staking arrangement, the Company transfers ETH to the protocol and receives LsETH, a fungible ERC-20 receipt token, that represents

a proportional interest in the protocol’s pool of staked ETH.

LsETH is accounted for as an indefinite-lived intangible

asset under ASC 350-30.

As such, LsETH is recorded at cost, less any impairment losses.

Company evaluates LsETH for impairment at least annually, or more frequently if events or changes in circumstances indicate that the

asset might be impaired.

When an indicator of impairment is present, an impairment loss is recognized by the amount the carrying amount

of LsETH exceeds its fair value.

Impairment losses are not reversible under U.S.

Increases in the fair value of LsETH are not recognized

until a redemption or sale of LsETH occurs.

For the period ending June 30, 2025, the Company recognized an impairment loss of $87,813,295 on

its LsETH holdings, reducing the carrying value of LsETH to $382,422,632.

Specifically, we delegate our ETH holdings to validators that process

and verify transactions on the blockchain.

In return, we receive protocol-level rewards in ETH, typically proportional to the amount

staked and the network’s overall activity and performance.

Our ETH Treasury Management segment includes both native and liquid

staking activities.

Since initiating our ETH Treasury Management operations on June 2, 2025, we

have accumulated approximately 861,251 in total ETH holdings, comprised of 637,752 in native ETH and 223,499 in ETH on an as if redeemed

basis from LsETH, as of November 9, 2025.

The ETH holdings were derived through purchases of ETH, receipts of ETH from investors

and ETH rewards.

For the nine months ended September 30, 2025, revenues generated from native staking rewards totaled $10,302,343,

as staking only commenced two-thirds of the way through the second quarter of this year.

These native staking rewards represent the ETH-based

rewards accumulated through the delegation of ETH to staking validators, which we expect to scale materially in future quarters in correlation

with growth in our treasury balance and broader ETH market performance.

The foregoing revenue does not include staking rewards generated

from our LsETH holdings, see Liquid Staking Protocol disclosure below.

We view our ETH Treasury Management operations as a core strategic pillar of its

broader alignment with the Ethereum ecosystem.

Our participation not only yields economic return but also contributes directly to Ethereum’s

decentralization, scalability, and security.

Moreover, we believe staking is foundational to a new generation of blockchain-native capital

structures that enable corporations to earn yield without relying on traditional debt instruments, equities, or centralized intermediaries.

Our staking efforts are focused on maximizing yield, managing risk and ensuring that our operations meet institutional standards for transparency

and efficiency.

October 28, 2025, we announced our plans to allocate $200 million in ETH from our corporate treasury for deployment on Linea, a zkEVM

Layer 2 network bootstrapped by Consensys, in a risk-managed manner over a multi-year period.

As a public entity operating at the forefront

of Digital Asset Treasury (“DAT”) innovation, upon execution of definitive documentation, SharpLink will leverage Linea’s

institutional-grade infrastructure to make its ETH even more productive by unlocking scalable, secure and composable ways to optimize

onchain yield.

This deployment on Linea will bring together leading ecosystem participants in an innovative collaboration that allows

SharpLink to capture highly competitive, risk-adjusted, ETH-denominated returns.

The strategy is supported by institutional-grade risk

management, leveraging the scale of our digital asset treasury with the custodian protections of Anchorage Digital Bank, SharpLink’s

qualified custodian.

The yield will combine native Ethereum yield, restaking rewards from securing EigenCloud Autonomous Verifiable Services

(AVSs), and direct Linea and ether.fi partner incentives, all within a compliant Layer 2 infrastructure.

Staking Protocol

part of our ETH Treasury Management strategy, we participate in liquid staking through the Liquid Collective protocol.

In a liquid staking

arrangement, we transfer ETH to the protocol and receive LsETH, a fungible ERC-20 receipt token, that represents a proportional interest

in the protocol’s pool of staked ETH.

LsETH is accounted for as an indefinite-lived intangible asset under ASC 350-30, and recorded

at cost, less any impairment losses.

Liquid Collective protocol establishes a daily Protocol Conversion Rate (“PCR”), which reflects the amount of ETH into which

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other mechanics that may affect the timing and execution of redemption.

As a result, the Company may not be able to redeem its holdings

of June 30, 2025, the Company held 164,731 LsETH tokens.

The following table presents a rollforward of our LsETH holdings, including

relevant details related to LsETH purchases and impairment losses within the periods presented.

We have not sold or redeemed any LsETH

as of June 30, 2025.

As a result, we may not be able to redeem our holdings immediately.

of September 30, 2025, we held 236,906 LsETH tokens.

The following table presents a roll-forward of our LsETH holdings, including relevant

details related to LsETH purchases and impairment losses within the periods presented.

We have not sold or redeemed any LsETH as of September

Source of capital used to purchase LsETH

4 unchanged sentences

average purchase price per LsETH

Weighted Average LsETH Conversion Rate at Acquisition

LsETH Conversion Rate at End of Period

Weighted Average LsETH PCR at Acquisition

LsETH PCR at End of Period

Balance at March 31, 2025

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(87,813,295 )

LsETH acquisitions

LsETH impairment losses

Balance at September 30, 2025

(94,763,484 )

private-investment-in-public-equity financing executed under Securities Purchase Agreements dated May 26, 2025.

At-the-Market

Sales Agreement to offer and sell shares of its common stock with an aggregate offering price of up to $1 billion.

Sales Agreement to offer and sell shares of its Common Stock with an aggregate offering price of up to $6 billion, in conjunction

with registered direct offerings of $600 million.

following table shows the number of LsETH held at the end of each respective period, as well as market value calculations of our LsETH

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respective period:

of LsETH Held at End of Quarter

Market Price of LsETH During the Quarter (c)

Value of LsETH held using Lowest Market Price (d)

Market Price of LsETH During the Quarter (e)

Value of LsETH held using Highest Market Price (f)

Price of LsETH at End of Quarter (g)

Value of LsETH Held at End of Quarter (h)

“Lowest Market Price of LsETH During the Quarter” represents the lowest market price for one LsETH reported on the

Coinbase exchange during the respective quarter, without regard to when we purchased any of our LsETH.

Period End Date

Number of LsETH Held at End of Quarter

Lowest Market Price of LsETH During the Quarter (c)

Market Value of LsETH held using Lowest Market Price (d)

Highest Market Price of LsETH During the Quarter (e)

Market Value of LsETH held using Highest Market Price (f)

Market Price of LsETH at End of Quarter (g)

Market Value of LsETH Held at End of Quarter (h)

March 31, 2025

June 30, 2025

$ 254,084,660

$ 510,114,386

$ 449,288,671

September 30, 2025

1,264,842,270

1,059,148,451

“Lowest Market Price of LsETH During the Quarter” represents the lowest market price for one LsETH reported on the Coinbase

exchange during the respective quarter, without regard to when we purchased any of our LsETH.

“Market Value of LsETH Held Using Lowest Market Price” represents a mathematical calculation consisting of the lowest

1 unchanged sentence

by us at the end of the applicable period.

“Highest Market Price of LsETH During the Quarter” represents the highest market price for one LsETH reported on

the Coinbase exchange during the respective quarter, without regard to when we purchased any of our LsETH.

“Market Value of LsETH Held Using Highest Market Price” represents a mathematical calculation consisting of the

highest market price for one LsETH reported on the Coinbase exchange during the respective quarter multiplied by the number of LsETH

held by us at the end of the applicable period.

“Highest Market Price of LsETH During the Quarter” represents the highest market price for one LsETH reported on the

Coinbase exchange during the respective quarter, without regard to when we purchased any of our LsETH.

“Market Value of LsETH Held Using Highest Market Price” represents a mathematical calculation consisting of the highest

market price for one LsETH reported on the Coinbase exchange during the respective quarter multiplied by the number of LsETH held

by us at the end of the applicable period.

“Market Price of LsETH at End of Quarter” represents the market price of one LsETH on the Coinbase exchange at midnight

UTC on the last day of the respective quarter.

“Market Value of LsETH Held at End of Quarter” represents a mathematical calculation consisting of the market price

of one LsETH on the Coinbase exchange at midnight UTC on the last day of the respective quarter multiplied by the number

of LsETH held by us at the end of the applicable period.

“Market Value of LsETH Held at End of Quarter” represents a mathematical calculation consisting of the market price of

one LsETH on the Coinbase exchange at midnight UTC on the last day of the respective quarter multiplied by the number of LsETH held

by us at the end of the applicable period.

amounts reported as “Market Value” in the table above represent only a mathematical calculation consisting of the number

of LsETH tokens held by the Company at the end of the applicable period multiplied by the market price of LsETH as reported on the

Coinbase Exchange.

of LsETH tokens held by us at the end of the applicable period multiplied by the market price of LsETH as reported on the Coinbase Exchange.

LsETH token is relatively new and the market for LsETH may be subject to manipulation, limited transparency, inconsistent pricing sources,

1 unchanged sentence

The price information referenced may not reflect actionable market depth or executable prices, and there is

no assurance that the Company would be able to sell its LsETH holdings at the Market Value amounts indicated above, at the quoted market

price, or at all.

The market infrastructure supporting LsETH remains nascent, and future developments in protocol mechanics, exchange

support, or regulatory oversight may materially impact pricing, liquidity, and valuation methodologies.

Accordingly, the Market Value

amounts reported above may not accurately reflect the fair market value of LsETH, and the actual realizable value of the Company’s

holdings could differ materially from the calculated figures.

no assurance that we would be able to sell our LsETH holdings at the Market Value amounts indicated above, at the quoted market price,

The market infrastructure supporting LsETH remains nascent, and future developments in protocol mechanics, exchange support,

or regulatory oversight may materially impact pricing, liquidity, and valuation methodologies.

Accordingly, the Market Value amounts

reported above may not accurately reflect the fair market value of LsETH, and the actual realizable value of our holdings could differ

materially from the calculated figures.

December 2021, we 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 igamingbusiness.com and igamingaffiliate.com.

The strategic acquisition of FourCubed brought us 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.

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

Markets Funds Raising -

Million Offering

May 20, 2025, we entered into a securities purchase agreement (the “May 20, 2025 Purchase Agreement”) pursuant to which

we agreed to sell and issue, in a reasonable best efforts registered offering (the “May 20, 2025 Offering”), an

aggregate of 34,000 shares (the “May 20, 2025 Shares”) of our common stock and pre-funded warrants (the “May 20

Pre-Funded Warrants”) to purchase up to 1,496,612 shares of common stock (the “May 20, 2025 Pre-Funded Warrant

The May 20, 2025 Shares were offered at an offering price of $2.94 per May 20, 2025 Share.

The gross proceeds from

the May 20, 2025 Offering, before deducting the placement agent fees and offering expenses, were approximately $4.5 million.

A.G.P./Alliance Global Partners (“A.G.P.”) acted as the sole placement agent for the May 20, 2025 Offering.

Million Offering

May 26, 2025, we entered into a securities purchase agreement for a private placement in public entity (the “May 2025 PIPE

Offering”), raising gross proceeds of $425.0 million funded in a combination of fiat and Ether.

On June 2, 2025, we announced

the closing of the May 2025 PIPE Offering was May 30, 2025, and launched our treasury reserve strategy to hold the native

cryptocurrency of the Ethereum blockchain, commonly referred to as “Ether” or “ETH,” as our primary treasury

reserve asset.

Consensys Software Inc.

acted as the lead investor in the May 2025PIPE Offering, along with prominent crypto venture capital

firms and infrastructure providers, with an intent to assist us in earning distinction as one of the largest ETH-focused treasury

strategies in the public markets.

acted as the sole placement agent in connection with the May 2025 PIPE Offering.

At-The-Market

(“ATM”) Offerings

May 1, 2024, we entered into an ATM Sales Agreement (the “2024 ATM Sales Agreement”) with A.G.P.

pursuant to which we

may offer and sell, from time to time, through A.G.P., as sales agent and/or principal, shares of our common stock having an

aggregate offering price of up to $1.7 million, subject to certain limitations on the amount of common stock that may be offered and

sold by us set forth in the ATM Sales Agreement (the “2024 ATM Offering”).

May 30, 2025, we entered into a second ATM Sales Agreement (the “May 2025 ATM Sales Agreement”) with A.G.P.

relating to the

sale of shares of our common stock from time to time, having an aggregate offering price of up to $1.0 billion (the “May 2025 ATM

On July 17, 2025, we entered into an Amendment to the May 2025 ATM Sales Agreement (the “Amendment”) to

(i) increase the number of shares that may be sold in the May 2025 ATM Offering to $6.0 billion;

and (ii) to permit the forward sale

of shares to be sold in the May 2025 ATM Offering pursuant to Master Forward Confirmation Letter Agreements .

of September 30, 2025, we had raised total gross proceeds of $2,147,072,919 from sales of shares under our ATM Sales Agreements, before

factoring related fees and expenses.

6, 2025 Registered Direct Offering

August 6, 2025, SharpLink entered into a securities purchase agreement (the “August Purchase Agreement”) with certain

institutional investors to sell in a registered direct offering (the “August Offering”) an aggregate of 10,256,411

shares of the Company’s common stock (the “August Shares”).

The price per August Share was $19.50, and the gross

proceeds from the August Offering, before deducting the placement agent fees, financial advisor fees, and offering expenses, were

approximately $200 million.

The Company to used the net proceeds received from the August Offering to acquire ETH as for general

working capital purposes.

The August Shares were offered and sold pursuant to a prospectus, dated May 30, 2025, and a prospectus

supplement, dated August 6, 2025, in connection with a takedown from the Company’s effective shelf registration statement on

Form S-3ASR (File No.

The August Purchase Agreement contained customary representations and warranties that the parties

made to, and solely for the benefit of, each other in the context of all of the terms and conditions of that agreement and in the

context of the specific relationship between the parties.

The August Purchase Agreement also contained customary conditions to

closing, termination rights of the parties, certain indemnification obligations of the Company and ongoing covenants for the

August 6, 2025, the Company entered into a placement agency agreement (the “August Placement Agency Agreement”) with

A.G.P., as lead placement agent and SG Americas Securities, LLC, as co-placement agent (“Societe Generale,” and together

with A.G.P.., the “Placement Agents”), pursuant to which the Company engaged the Placement Agents as the exclusive

placement agents in connection with the August Offering.

Cantor Fitzgerald & Co., (“Cantor”) acted as financial

advisor to the Company pursuant to an engagement letter with the Company.

Pursuant to the August Placement Agency Agreement, the

Company paid the Placement Agents a cash fee equal to 5.0% of the aggregate gross proceeds raised from the sale of the shares sold

in the Offering less the fees to be paid to Cantor as financial advisor.

Notwithstanding the foregoing, the cash fee paid to A.G.P.

did not exceed 2.0% of the aggregate gross proceeds raised from the sale of the securities sold in the offering.

The balance of the

cash fee not payable to the Placement Agents or Cantor was credited back to the Company.

The August Placement Agency Agreement also

contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

Offering closed on August 8, 2025.

10, 2025 Registered Direct Offering

August 10, 2025, we entered into a securities purchase agreement (the “Second August Purchase Agreement”) with certain

institutional investors to sell in a registered direct offering (the “Second August Offering”) an aggregate of

18,382,353 shares of the Company’s common stock (the “Second August Shares”).

The price per Second August Share

was $21.76, and the gross proceeds from the Second August Offering, before deducting the placement agent fees, financial advisor

fees, and offering expenses, were approximately $400 million.

The Company used the net proceeds received from the Second August

Offering to acquire ETH as well and for general working capital purposes.

The Second August Shares were offered and sold pursuant to

a prospectus, dated May 30, 2025, and a prospectus supplement, dated August 10, 2025, in connection with a takedown from the

Company’s effective shelf registration statement on Form S-3ASR (File No.

The Second August Purchase Agreement

contained customary representations and warranties that the parties made to, and solely for the benefit of, each other in the

context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties.

The Second August Purchase Agreement also contained customary conditions to closing, termination rights of the parties, certain

indemnification obligations of the Company and ongoing covenants for the Company.

August 10, 2025, the Company entered into a placement agent agreement (the “Second August Placement Agent Agreement”)

with AGP as sole placement agent, pursuant to which the Company engaged A.G.P.

as the exclusive placement agent in connection with

the Second August Offering.

Cantor acted as financial advisor to the Company pursuant to an engagement letter with the Company.

Pursuant to the Second August Placement Agent Agreement, the Company paid A.G.P.

a cash fee equal to 2.5% of the aggregate gross

proceeds raised from the sale of the shares sold in the Second August Offering less the fees to be paid to Cantor as financial

The Second August Placement Agent Agreement also contains representations, warranties, indemnification and other provisions

customary for transactions of this nature.

The Second August Offering closed on August 12, 2025.

Meetings of Stockholders -

2025 Special Meeting of Stockholders

July 24, 2025, the Company convened a special meeting of stockholders (the “July 2025 Special Meeting”) virtually via

live webcast.

Only stockholders of record at the close of business on June 18, 2025, the record date for the July 2025 Special

Meeting, were entitled to vote at the Special Meeting.

As of the record date, 62,125,336 shares of the Company’s common stock

were outstanding and entitled to vote at the July 2025 Special Meeting.

Based on the estimated preliminary voting results present at

the meeting or by proxy were holders of 35,076,578 shares of the Company’s common stock, which represented approximately 56%

of the voting power of all shares of common stock as of the record date and constituted a quorum for the transaction of

business at the July 2025 Special Meeting.

During the July 2025 Special Meeting, our stockholders approved two proposals:

adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of

authorized shares of Common Stock of the Company from 100 million to 500 million;

and (ii) to adopt the Company’s Amended and

Restated 2023 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 8,000,000

shares to 8,034,166 shares.

2025 Special Meeting of Stockholders

September 24, 2025, the Company convened a special meeting (the “September 2025 Special Meeting”) virtually via live

Only stockholders of record at the close of business on August 22, 2025, the record date for the September 2025 Special

Meeting, were entitled to vote at the September 2025 Special Meeting.

As of the record date, 181,740,293 shares of the

Company’s common stock were outstanding and entitled to vote at the September 2025 Special Meeting.

Based on the estimated

preliminary voting results present at the meeting or by proxy were holders of 81,092,892 shares of the Company’s common stock,

which represented approximately 44.67% of the voting power of all shares of Common Stock as of the record date and constituted a

quorum for the transaction of business at the September 2025 Special Meeting.

Our stockholders voted on and approved one proposal:

to adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number

of shares of common stock of the Company from 500 million to 2.5 billion.

of Sales Agents to ATM Offering

August 19, 2025, the Company entered into an Amended and Restated Sales Agreement (the “Amended and Restated ATM Sales

Agreement”) (which amended and restated the May 2025 ATM Sales Agreement) by and among the Company, A.G.P., Canaccord Genuity

LLC (“Canaccord Genuity”), Societe Generale, B.

Riley Securities, Inc.

Riley”), and Citizens JMP

Securities, LLC (“Citizens”) to add Canaccord Genuity, Societe Generale, B.

Riley, and Citizens as additional sales

agents and to make certain conforming changes.

of Inducement Award Plan

August 19, 2025, the Board adopted the SharpLink Gaming, Inc.

Inducement Award Plan (the “Inducement Award Plan”).

The Inducement

Award Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Compensation

Committee of the Board or the independent members of the Board.

The Board reserved 3,000,000 shares of the Company’s common stock

for issuance under the Inducement Award Plan, subject to adjustment as provided in the plan document.

The terms of the Inducement Award

Plan are substantially similar to the terms of the Company’s Amended and Restated 2023 Equity Incentive Plan, with the exception

that incentive stock options may not be issued under the Inducement Award Plan and equity awards under the Inducement Award Plan (including

nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards) may be issued only an employee who

is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption of employment

by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement of employment

and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

The Board also adopted

a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant) (the “Inducement Time-Based

RSU Grant Package”) and a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based Grant)

(the “Inducement Performance-Based RSU Grant Package”) for use under the Inducement Award Plan.

Share Repurchase Plan

August 21, 2025, the Board approved a share repurchase program (the “2025 Repurchase Program”) providing for the

repurchase of up to $1.5 billion of the Company’s outstanding shares of common stock.

Under the 2025 Repurchase Program, the

Company is authorized to repurchase shares of common stock through open market purchases, privately-negotiated transactions,

accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1

trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Repurchase Program does not obligate the Company to repurchase shares of common stock and the specific timing and amount of

repurchases will vary based on available capital resources and other financial and operational performance metrics, market

conditions, securities law limitations and other factors.

In connection with the 2025 Repurchase Program, on August 21, 2025, the

Company entered into an Open Market Share Repurchase Agreement (the “Repurchase Agreement”) with The Benchmark Company,

LLC (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase

shares of the Company’s common stock in the open market pursuant to Rule 10b-18 of the Exchange Act.

The Repurchase Agreement will

continue in effect until terminated by either the Company or the Broker, with or without cause, upon written notice to the other

The Company will pay Broker a commission at a rate of $0.01 for each share of common stock repurchased pursuant to the

Repurchase Agreement.

As of September 30, 2025, the Company has repurchased 1,938,450 shares of its Common Stock pursuant to the

2025 Repurchase Program at an average price of $16.33 per share.

of Superstate as Digital Transfer Agent

September 25, 2025, we announced that financial technology firm, Superstate, was appointed by the Company as its Digital Transfer

Agent in connection with our plans to tokenize our SEC-registered common stock directly on the Ethereum blockchain.

By enabling its

equity to be tokenized natively onchain, SharpLink aims to demonstrate how public companies can use blockchain infrastructure to

create shareholder value, improve market efficiency and drive forward the next generation of capital markets.

SharpLink intends to

partner with Superstate to tokenize its equity on Ethereum through its Opening Bell platform, expanding Superstate’s

multichain capital markets infrastructure.

SharpLink and Superstate also intend to closely collaborate on advancing how tokenized

public equities can ultimately trade on Automated Market Makers (“AMMs”) and other DeFi protocols in a fully compliant

This initiative aligns with the SEC’s broader Project Crypto innovation agenda aimed at modernizing U.S.

regulation to better enable digital assets, blockchain and onchain markets.

May 5, 2025, we effected a one-for-twelve (1:12) reverse stock split of all the Company’s common stock, whereby the Company

decreased the number of issued and outstanding shares of common stock from 7,916,206 to 659,684.

Proportional adjustments for the

reverse stock split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

All share and

per-share data and amounts have been retrospectively adjusted as of the earliest period presented in the financial statements to

reflect the reverse stock split.

of 10% Equity Stake in Armchair Enterprises

February 24, 2025, we entered into a subscription agreement (“Subscription Agreement”) with U.K.-based Armchair Enterprises

Limited (“Armchair”), which owns and operates CryptoCasino.com.

The acquisition of a 10% equity stake in Armchair was made

for $500,000 in cash, along with a right of first refusal to acquire a controlling interest in Armchair.

The investment was recorded

at cost and will be measured at cost minus impairment, adjusted for any observable price changes.

There was no impairment as of September

of Operations

following table provides certain selected financial information for the periods presented:

Months Ended June

June 30, 2024

Cost of Revenues

Gross profit percentage

September 30,

Revenue from staking

Revenue from affiliate marketing

Revenues and gains from operations

Other operating income

Realized gain on crypto assets at fair value,

Unrealized gain on crypto assets at fair value,

Total operating income

Operating expenses

Cost of revenues from affiliate marketing

Selling, general, and administrative expenses

Stock-based compensation, related party

Impairment on digital intangible assets

Realized gains on crypto assets, net

Unrealized loss on crypto assets

Operating loss

(103,380,184 )

(102,175,634 )

(104,305,728 )

(101,416,315 )

Impairment of crypto assets at cost

Total operating expenses

Operating income (loss)

Total other income

Net loss before income taxes

(103,343,249 )

(102,469,689 )

(104,257,173 )

(101,628,476 )

Net income (loss) before income taxes

Income tax expense

Net loss from continuing operations

(103,370,535 )

(102,453,871 )

(104,287,267 )

(101,609,792 )

Net income (loss) from discontinued operations, net of tax

Net income (loss) from

continuing operations

Net income (loss) from

discontinued operations, net of tax

(14,555,164 )

3 unchanged sentences

$ (11,129,689 )

$ (116,285,025 )

the Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

the three months ended June 30, 2025, revenues declined 28.9% to $697,291 compared to $981,272 reported for the same three-month

period in the prior year.

The decrease is primarily due to the market conditions softening, changes in customer pricing structures and

the loss of customers due primarily to evolving regulatory environments in certain foreign markets which affected our affiliate marketing

segment, offset by new revenues of $28,534 generated through our ETH staking strategies which commenced on June 2, 2025.

the three months ended June 30, 2025, gross profit totaled $209,089, reflecting a 25.4% decrease from a gross profit of $280,130

for the three months ended June 30, 2024.

Our gross profit margin rose to 30.0% from 28.5% for the three months ended

June 30, 2025 and 2024, respectively.

These fluctuations represent changes in customer pricing structures during the three months ended June 30, 2025.

and Crypto Assets

the three months ended June 30, 2025, the Company recognized an impairment loss on LsETH digital intangible assets of $87,813,295

compared to $0 for the three months ended June 30, 2024.

The Company recognized a gain on crypto assets of $(5,373,583) and

recorded an unrealized loss on crypto assets of $2,437,026 for the three months ended June 30, 2025 as compared to $0,

respectively for the same three-month period in the prior year.

The increase was generated through our ETH staking strategies which commenced on June 2, 2025.

Operating Expenses

the three months ended June 30, 2025, total selling, general and administrative expenses increased 57.1% to $2,333,167 from $1,484,680

the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

and gains (loss) from operations

the three months ended September 30, 2025, revenues and gains (losses) from operations increased 1,129.9% to $10,843,567 compared to

$881,690 reported for the same three-month period in the prior year.

The increase was directly attributable to $ 16 ,379,368 asset manager

fees of $377,841 which related to our ETH treasury management strategy, higher compensation costs and additional expense incurred

to establish our ETH treasury management strategy.

Income (Loss) from Continuing Operations

attributable to the impairment on digital intangible assets of LsETH of $87,813,295 and the stock-based compensation expense of

$16,379,368 for warrants issued in conjunction with the advisory agreement with Consensys, loss from continuing operations

increased -11176.8% to $(103,370,535) for the three months ended June 30, 2025, compared to a net loss from continuing

operations of $(916,664) reported for the same three-month period in 2024.

The notable increase was due to revenues from staking generated

by our ETH Treasury Management segment, launched on June 2, 2025, which was $10,273,809, or 94.8% of our total revenues for the

quarter ended September 30, 2025.

The revenues from staking have immaterial costs and therefore nearly 100% gross margin.

increase in revenues was offset by a 35.4% decline in revenues generated in our Affiliate Marketing Segment, which generated

$569,758 in revenues compared to $881,690 for the three months ended September 30, 2025 and 2024, respectively.

The decrease in

affiliate marketing revenues was primarily due to softening market conditions in the global iGaming industry, changes in customer

pricing structures and the loss of customers due primarily to evolving regulatory environments in certain foreign markets in which

our affiliate marketing business operates.

Operating Income

We recognized a gain on crypto assets at fair value of $6,307,776 and

recorded an unrealized gain on crypto assets of $107,326,140 for the three months ended September 30, 2025 as compared

to $0 and $0, respectively for the same three-month period in the prior year, resulting from fair value accounting adjustments.

Operating Expenses

For the three months ended September 30, 2025, cost of revenues - affiliate marketing

decreased $278,476 to $430,569 compared to the same three-month period in the prior year.

This decrease is reflective of the decrease

in revenues from Affiliate Marketing Segment.

For the three months ended September 30, 2025, total selling, general and administrative

expenses increased 1,141.7% to $12,045,432 from $970,080 reported for the same three-month period in the prior year.

was directly attributable to the following:

$3,145,826 in asset manager fees, $4,879,127 in higher compensation costs, $1,798,497 in

accounting, legal and compliance fees, $657,114 in custodial and banking fees each incurred to establish and support our ETH

Treasury Management strategy.

We also recognized an impairment loss on LsETH, crypto assets of $6,950,189 compared to $0 for the three

months ended September 30, 2024.

Income (Loss)

income from operations increased 13,329.5% to $104,247,275 for the three months ended September 30, 2025, compared to a net loss

from operations of $(787,992) reported for the same three-month period in 2024.

This is attributable to the impairment on crypto

assets of LsETH of $6,950,189 offset by a $6,307,776 net realized gains on our crypto assets and an unrealized gain on our crypto

assets which totaled $107,326,140 for the three months ended September 30, 2025.

Income (Loss) from Discontinued Operations, Net of Tax

the three months ended June 30, 2025, net loss from discontinued operations, net of tax decreased 111.5% to $(52,192), which compared

to a net income from discontinued operations, net of tax of $453,706 for the three months ended June 30, 2025.

The decrease to net loss

in discontinued operations is due to a gain on the wind down of certain MTS business expenses which occurred in the second quarter of

the three months ended September 30, 2025, net income from discontinued operations, net of tax climbed 123.6% to $22,930, which compared

to a net loss from discontinued operations, net of tax of $(97,139) for the three months ended September 30, 2024.

The increase in net

income from discontinued operations is due to the wind down of certain MTS business amounts.

Income (Loss)

a result of the aforementioned reasons, net loss for the three months ended June 30, 2025 totaled $(103,422,727), declining

22239.5% when compared to net loss of $(462,959) reported for three months ended June 30, 2024.

the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

the six months ended June 30, 2025, revenues declined 26.5% to $1,439,022 compared to $1,957,218 reported for the same six-month

period in the prior year.

The decrease is primarily due to market conditions softening in our Affiliate Marketing segment, which was

driven by changes in customer pricing structures and the loss of customers caused by evolving regulatory environments

in certain foreign markets.

The decrease was offset by revenues of $28,534 generated from our ETH staking strategies

which commenced on June 2, 2025.

the six months ended June 30, 2025, gross profit totaled $340,884, reflecting a 39.9% decrease from a gross profit of $567,342 for the

six months ended June 30, 2024.

Our gross profit margin declined to 23.7% from 29.0% for the six months ended June 30, 2025

and 2024, respectively.

The decline represents changes in customer pricing structures and government regulations that have

unfavorably impacted gross margin in our Affiliate Marketing segment.

Further, SharpLink has been impacted by higher casino

payouts due to large winnings by players compared to the same six-month period for the period in the prior year.

For the online

casino business, as increasing payouts are made to winners, this has the impact of reducing gross profit.

Crypto Assets and Digital Intangible Assets

the six months ended June 30, 2025, the Company recognized an impairment loss on LsETH digital intangible assets of $87,813,295

compared to $0 for the six months ended June 30, 2024.

The Company recognized a gain on crypto assets of $(7,376,641) and recorded

an unrealized loss on crypto assets of $2,437,026 for the six months ended June 30, 2025 as compared to $0, respectively for the

same six-month period in the prior year.

a result of the aforementioned reasons, net income for the three months ended September 30, 2025 totaled $104,270,205, climbing 11,880.2%

when compared to net loss of $(885,131) reported for the three months ended September 30, 2024.

the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

and gains (loss) from operations

the nine months ended September 30, 2025, revenues rose 332.7% to $12,282,589 compared to $2,838,908 reported for the same

nine-month period in the prior year.

The increase was due to revenues generated by our ETH Treasury Management segment, launched on

June 2, 2025, which was $10,302,343, or 84% of our total revenues for the quarter ended September 30, 2025.

The revenues from

staking have immaterial costs and therefore nearly 100% gross margin.

The increase in revenues was offset by a 30.2% decline in

revenues generated in our Affiliate Marketing Segment, which generated $1,980,246 in revenues compared to $2,838,908 for the nine

months ended September 30, 2025 and 2024, respectively.

The decrease in affiliate marketing revenues was primarily due to softening

market conditions in the global iGaming industry, changes in customer pricing structures and the loss of customers due primarily to

evolving regulatory environments in certain foreign markets in which our affiliate marketing business operates.

Operating Income

We recognized a net gain on crypto assets at fair value of $11,681,359 and

recorded an unrealized gain on crypto assets of $104,889,114 for the nine months ended September 30, 2025 as compared to $0

and $0 for the same nine-month period in the prior year, resulting from fair value accounting adjustments.

Operating Expenses

the six months ended June 30, 2025, total selling, general and administrative expenses decreased 1.9% to $3,390,506 from $3,456,755 reported

for the same six-month period in the prior year.

The slight decrease was attributable due to certain costs incurred from the sale

of the SHGN and Sports Gaming Client Services business operations in the first quarter of 2024 and the Company’s redomestication in February

Income (Loss) from Continuing Operations

attributable to the impairment on digital intangible assets of LsETH of $87,813,295 and the aforementioned stock based compensation expense

for advisory warrants, net loss from continuing operations increased 3795.0% to $(104,287,267) for the six months ended June 30, 2025,

compared to a net loss from continuing operations of $(2,677,475) reported for the same six month period in 2024.

For the nine months ended September 30, 2025, cost of revenues - affiliate marketing

decreased $570,214 to $1,528,707 compared to the same period in the prior year.

This decrease is reflective of the decrease

in revenues from Affiliate Marketing Segment.

For the nine months ended September 30, 2025, total selling, general and administrative

expenses increased 248.7% to $15,435,938 from $4,426,835 reported for the same nine-month period in the prior year.

was directly attributable to the following:

$3,523,667 in asset manager fees, $5,347,502 in higher compensation costs, $1,442,761 in

accounting, legal and compliance fees, $734,635 in custodial and banking fees each incurred to establish and support our

ETH Treasury Management strategy.

We also recognized an impairment loss on LsETH, crypto assets at cost of $94,763,484 compared to

$0 for the nine months ended September 30, 2024.

Income (Loss)

loss from continuing operations decreased 98.8% to $(39,992) for the nine months ended September 30, 2025, compared to a net loss from

continuing operations of $(3,465,467) reported for the same nine-month period in 2024.

This is attributable to the impairment on LsETH crypto assets at cost of $94,763,484 offset by a $11,681,359 net realized gains on crypto assets and unrealized gain on

crypto assets of $104,889,114.

Income (Loss) from Discontinued Operations, Net of Tax

the six months ended June 30, 2025, net loss from discontinued operations, net of tax decreased -100.8% to $(110,361), which compared

to a net income from discontinued operations, net of tax of $14,564,872 for the six months ended June 30, 2025.

The decrease to a net

loss in discontinued operations is due to the gain on the sale of the SHGN and Sports Gaming Client Services business operations

the nine months ended September 30, 2025, net loss from discontinued operations, net of tax decreased 100.6% to $(87,431), which compared

to a net income from discontinued operations, net of tax of $14,467,733 for the nine months ended September 30, 2024.

The decrease to

the net loss from discontinued operations is due to the gain on the sale of the SHGN and Sports Gaming Client Services business operations

in the first quarter of 2024.

Income (Loss)

a result of the aforementioned reasons, net loss for the six months ended June 30, 2025 totaled $(104,397,628), declining 978.2%

when compared to net income of $11,887,397 reported for six months ended June 30, 2024.

Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

of June 30, 2025, cash on hand was $5,071,744, a 253.0% increase when compared to cash on hand of $1,436,729 as of December 31,

The increase was due to net proceeds from the ATM offering in effect during June 2025.

the six months ended June 30, 2025, net cash used in operating activities from continuing operations totaled $(1,933,542) compared to

net cash used in operating activities from continuing operations of $(3,952,960) in the prior year.

a result of the aforementioned reasons, net loss for the nine months ended September 30, 2025 totaled $(127,423), declining 101.2%

when compared to net income of $11,002,266 reported for nine months ended September 30, 2024.

Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

of September 30, 2025, cash on hand was $11,128,231, a 674.6% increase when compared to cash on hand of $1,436,729 as of December 31,

The increase was due to net proceeds raised from the PIPE, ATM and registered direct offerings completed in the second and third

quarters of 2025.

the nine months ended September 30, 2025, net cash used in operating activities from continuing operations totaled $(8,183,743) compared

to net cash used in operating activities from continuing operations of $(4,434,002) in the prior year.

Net cash used in operating activities

from discontinued operations was $(204,931), which compared to net cash used in operating activities of $(17,002,007) from

discontinued operations for the same six-month period in 2024.

from discontinued operations was $(225,981), which compared to net cash used in operating activities of $(17,112,182) from discontinued

operations for the same nine-month period in 2024.

Overall, net cash used in operating activities was $(8,409,724) and $(21,546,184)

for the six months ended June 30, 2025 and 2024, respectively.

The change in the operating cashflows was largely attributable to the sale of

the Company’s SHGN and Sports Gaming Client Services businesses in January 2024.

the six months ended June 30, 2025, net cash used in the Company’s investing activities from continuing

operations totaled $(406,319,197), an increase of 274119.7% when compared to cash provided by investing activities from

continuing operations of $148,281 for the same six-month period in 2024.

For the six months ended June 30, 2025 and 2024, net cash

used in investing activities from discontinued operations was $- and $(18,857,834), respectively.

The increase in net cash used

in investing activities for the six months ended June 30, 2025 versus 2024 was due to the Company’s new ETH Treasury

Management Strategy and the related purchases of $405,816,679 of ETH crypto assets.

The decrease in total cash used in

investing activities for discontinued operations is due to cash received from the sale of business in January 2024 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.

the six months ended June 30, 2025, net cash generated by financing from continuing operations was $412,018,574 a 3439.5% increase

when compared to net cash used by financing activities from continuing operations of $(12,337,694) for the same six-month period

Net cash generated by financing activities related to cash proceeds from the ATM offering of $130,217,148, and net capital raise on May 20, 2025 of $3,848,000 and net cash proceeds

from the $425.0 million private placement offering of $281,707,589.

For the six months ended June 30, 2025 net cash used in

financing activities from discontinued operations was $- compared to net cash used by financing activities of $(5,835,352) for the

six months ended June 30, 2024.

for the nine months ended September 30, 2025 and 2024, respectively.

The change in the operating cash flows was largely attributable

to cash used in discontinued operations during the nine months ended September 30, 2024.

the nine months ended September 30, 2025, net cash used in our investing activities from continuing operations totaled $(2,904,521,792),

an increase of 1,958,895.7% when compared to cash provided by investing activities from continuing operations of $148,281 for the same

nine-month period in 2024.

For the nine months ended September 30, 2025 and 2024, net cash used in investing activities from discontinued

operations was $0 and $(18,857,834), respectively.

The increase in net cash used in investing activities for the nine months ended September

30, 2025 versus 2024 was due to our new ETH Treasury Management strategy and the related purchases of $2,539,611,653 of ETH crypto assets.

The decrease in total cash used in investing activities for discontinued operations is due to cash received from the sale of business

in January 2024 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.

the nine months ended September 30, 2025, net cash generated by financing activities from continuing operations was $2,922,567,907, a

23,788.1% increase when compared to net cash used by financing activities from continuing operations of $(12,337,694) for the same nine-month

period in 2024.

Cash generated by financing activities related to gross cash proceeds from the sale of our Common Stock of $2,147,072,919,

a registered offering with gross cash proceeds of $4,500,000 and $902,086,156 raised from private placements of our equity securities.

For the nine months ended September 30, 2025 net cash used in financing activities from discontinued operations was $0 compared to net

cash used by financing activities of $(5,835,352) for the nine months ended September 30, 2024.

and Capital Resources

of June 30, 2025, we had working capital of $8,119,867.

For the three and six months ended June 30, 2025, we had a net loss from

continuing operations of $(103,370,535) and $(104,287,267) compared to a net loss from continuing operations of $(916,664) and

$(2,677,475) respectively, reported for the same three and six months in 2024.

of September 30, 2025, we had working capital of $35,431,545.

For the three and nine months ended September 30, 2025, we had net income

from continuing operations of $104,247,275 and $(39,992) compared to a net loss from continuing operations of $(787,992) and (3,465,467)

reported for the same three- and nine-month periods in 2024.

Sources of Liquidity

principal sources of liquidity are our cash and cash equivalents balances, cash flow from operations, and proceeds from equity financing

transactions, including pursuant to our at-the-market offering facility under the amended Second ATM Agreement with AGP.

May 2, 2024, Company entered into an ATM Sales Agreement (the “ATM Sales Agreement”) with A.G.P./Alliance Global Partners

(“AGP” or the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent,

as sales agent and/or principal, shares (“Common Stock”), having an aggregate offering price of up to $1,676,366, subject

to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the ATM Sales Agreement

(the “Offering”).

On February 4, 2025, the Company, under the terms of the ATM Sales Agreement, filed a prospectus supplement

that amended the number shares of Common Stock having an aggregate offering price of up to $1,835,052.

May 30, 2025, SharpLink entered into a second ATM Sales Agreement with the Agent relating to the sale of shares of our Common Stock from

time to time, having an aggregate offering price of up to $1,000,000,000.

of June 30, 2025, SharpLink raised total net proceeds of $126,045,108 from sales of Shares under our ATM Sales Agreements.

were used to further the Company’s ETH treasury reserve strategy as well as provide for working capital.

principal sources of liquidity are our cash and cash equivalents balances, USDC stablecoins, cash flow from operations, and proceeds

from equity financing transactions, including pursuant to our at-the-market offering facility under the Amended and Restated ATM

Sales Agreement with A.G.P.

our Treasury Reserve Policy, we use the vast majority of our cash, including cash generated from capital raising transactions, to

acquire ETH, some of which are classified as indefinite-lived intangible assets.

As of June 30, 2025 and December 31, 2024, we held

approximately 24,704 and 0 ETH in crypto assets, respectively, all of which are unencumbered.

As of June 30, 2025 and December 31,

2024, we held approximately 164,731 and 0 LsETH in digital intangible assets, respectively.

As of August 10th

we held approximately 598,800 ETH, all of which are unencumbered.

As discussed further

below, although we do not anticipate needing to use our ETH to meet our obligations in the next 12 months, we believe our

substantial ETH holdings can serve as a source of liquidity, if necessary.

As of September 30, 2025 and December 31, 2024, we

held approximately 580,841 and 0 ETH in crypto assets at fair value, respectively, all of which are unencumbered.

As of September

30, 2025 and December 31, 2024, we held approximately 236,906 and 0 LsETH in crypto assets at cost, respectively.

As of November 9,

2025, we held approximately 861,251 in total ETH holdings, comprised of 637,752 in native ETH and 223,499 in ETH as if redeemed from

LsETH, all of which are unencumbered.

As discussed further below, although we do not anticipate needing to use our ETH to meet our

obligations in the next 12 months, we believe our substantial ETH holdings can serve as a source of liquidity, if

and Long-Term Liquidity

Liquidity — Our short-term liquidity needs include working capital requirements, anticipated capital expenditures, and contractual

obligations due within the next twelve months.

We expect that our cash and cash equivalents as of June 30, 2025, together with cash

and cash equivalents generated by our operations, may not be sufficient to satisfy these needs over the next months.

anticipate being able to use proceeds from equity or debt financings to meet these needs.

Our ability to obtain equity and debt

financing is subject to market conditions and other factors outside of our control, and we may not be able to obtain equity or debt

financing in a timely manner, on favorable terms, or at all.

obligations due within the next 12 months.

We expect that our cash and cash equivalents as of September 30, 2025, together with cash

and cash equivalents generated by our operations, will be sufficient to satisfy these needs over the next nine months.

We anticipate

being able to use proceeds from financings to meet these needs.

Although we do not anticipate needing to use our ETH to meet our short-term

liquidity needs, to the extent necessary, we would seek to use proceeds from the sale of our ETH to meet such needs.

liquidity needs, to the extent necessary, we may seek to use proceeds from the sale of our ETH to meet such needs.

See “ Availability

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Liquidity — Beyond the next 12 months, our long-term cash needs are primarily for obligations related to working capital needs.

We expect our cash and cash equivalents as of June 30, 2025, together with cash and cash equivalents generated by our operations, will

not be sufficient to satisfy these needs.

As a result, we would seek to satisfy these needs through various options that we expect to

be available to us, such proceeds from equity or debt financings, or the sale of our ETH.

See “—Availability of ETH for Liquidity”

below and “Item 1A.

Risk Factors” for additional information.

of ETH for Liquidity -- We do not believe we will need to sell or engage in other transactions with respect to any of our ETH within

the next 12 months to meet our liquidity needs, although we may from time to time sell or engage in other transactions with respect to

our ETH as part of treasury management operations, as noted above.

We expect our cash and cash equivalents as of September 30, 2025, together with cash and cash equivalents generated by our operations,

will be sufficient to satisfy these needs.

See “ Availability of ETH for Liquidity ” below and “Item 1A.

Factors” for additional information.

of ETH for Liquidity — We do not believe we will need to sell or engage in other transactions with respect to any of our ETH

within the next 12 months to meet our liquidity needs, although we may from time to time sell or engage in other transactions with respect

to our ETH as part of treasury management operations, as noted above.

The ETH market historically has been characterized by significant

11 unchanged sentences

Sheet Arrangements

June 30, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect

on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures

September 30, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future

effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures

or capital resources.

1 unchanged sentence

in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

opinion is that inflation did not have a material effect on our operations for the six months ended June 30, 2025.

opinion is that inflation did not have a material effect on our operations for the nine months ended September 30, 2025.

opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any

2 unchanged sentences

Issued Accounting Pronouncements Not Yet Adopted

2024, the FASB issued ASU 2024-04, Debt-Debt with Conversions and Other Option.

ASU 2024-04 is intended

to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments

with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as

an induced conversion.

This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and

interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the

potential impact of this guidance on its disclosures.

2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the

FASB issued Accounting Standards Update No.

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation

Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03 requires

additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses

included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is

effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on

a prospective basis.

November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversions and Other Option.

ASU 2024-04 is intended to clarify requirements

for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion

features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion.

is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those

annual reporting periods, with early adoption permitted.

The Company is currently evaluating the potential impact of this guidance on

its disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

the Effective Date (“ASU 2025-01”).

ASU 2024-03 requires additional disclosure of the nature of expenses included in the

income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is effective for us for our annual reporting for fiscal 2028 and for interim period reporting

beginning in fiscal 2029 on a prospective basis.

Both early adoption and retrospective application are permitted.

The Company is currently evaluating the impact

that the adoption of these standards will have on its consolidated financial statements and disclosures.

In December 2023, the FASB issued Accounting Standards Update No.

The Company is currently

evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures.

December 2023, the FASB issued Accounting Standards Update No.

2023-09, Income Taxes (Topic 740):

5 unchanged sentences

rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

Companies will also be

required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also

disaggregated by individual jurisdictions above a quantitative threshold.

Companies will also

be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and

also disaggregated by individual jurisdictions above a quantitative threshold.

The standard is effective for the Company for annual periods

beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented.

will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its disclosures.

will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

2 unchanged sentences

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-Q

Item 1. Financial Statements