Item 5. Other Information
ITEM
5.
OTHER
INFORMATION
None
of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading
arrangement, as such terms are defined under Item 408(a) of Regulation S-K, during the Company’s fiscal quarter ended September
30, 2025.
Insider
Trading Policy
During
the quarter ended September 30, 2025, the Company’s Board approved and adopted an Amended and Restated Insider Trading Policy as
part of its continuing efforts to enhance corporate governance and ensure compliance with applicable securities laws and Nasdaq listing
standards. The updated policy clarifies procedures regarding trading windows, pre-clearance requirements and restrictions on derivative
and hedging transactions involving Company securities. The adoption of the amended policy did not have a material effect on the Company’s
financial position, results of operations or internal controls. Management will continue to monitor and enforce the policy as part of
its overall compliance program.
ITEM
6.
EXHIBITS
Exhibit
No.
Description
3.1
Certificate
of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 filed
with the SEC on June 15, 2023)
3.2
Amended
and Restated Certificate of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report
on Form 8-K12B filed with the SEC on February 13, 2024)
3.3
Certificate
of Designation of the Series A-1 Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference
to Exhibit 3.2 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024)
3.4
Certificate
of Designation of the Series B Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference
to Exhibit 3.3 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024)
3.5
Certificate
of Amendment to Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit
3.1 to the Current Report on Form 8-K filed on May 2, 2025)
3.6
Second
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc., effective as of July
24, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 25, 2025)
57
Table of Contents
3.7
Third
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc., effective as of September
25, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on September 25, 2025)
3.8
Bylaws
of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K12B filed with the SEC on February
13, 2024)
4.1
Form
of Premium Purchase Contract (incorporated by reference as Exhibit 4.1 to the Current Report on Form 8-K filed on October 17, 2025)
10.1^
ETH Sale and Purchase Agreement, dated July 7, 2025, between SharpLink Gaming, Inc. and Ethereum Foundation (incorporated by reference as Exhibit 10.10 to the Quarterly Report on Form 10-Q filed on August 14, 2025)
10.2
Form
of Letter Agreement for Strategic Advisor Warrants (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed
on July 11, 2025)
10.3
Form
of Letter Agreement for Placement Agent Warrants (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed
on July 11, 2025)
10.4
Form
of Letter Agreement with Consensys Software Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed
on July 11, 2025)
10.5
Form
of Letter Agreement with Joseph Lubin (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on July
11, 2025)
10.6
Amendment
to the ATM Sales Agreement dated July 17, 2025 by and between SharpLink Gaming, Inc. and A.G.P./Alliance Global Partners (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 17, 2025)
10.7
Master
Forward Confirmation Letter Agreement, dated July 17, 2025 by and between SharpLink Gaming, Inc. and A.G.P./Alliance Global Partners
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 17, 2025)
10.8
Amended
and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 25,
2025)
10.9
Form
of Securities Purchase Agreement, dated August 6, by and between the Company and the Purchasers named therein (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed on August 8, 2025)
10.10
Placement
Agency Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 8, 2025)
10.11
Form
of Securities Purchase Agreement, dated August 10, by and between the Company and the Purchasers named therein (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed on August 12, 2025)
10.12
Placement
Agent Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 12, 2025)
10.13+
Employment
Agreement by and between SharpLink Gaming, Inc. and Bob DeLucia dated July 25, 2025 (incorporated by reference as Exhibit 10.22 to
the Quarterly Report on Form 10-Q filed on August 14, 2025)
10.14+
Employment
Agreement by and between SharpLink Gaming, Inc. and Joseph Chalom dated July 25, 2025 (incorporated by reference as Exhibit 10.23
to the Quarterly Report on Form 10-Q filed on August 14, 2025)
10.15+
Employment
Agreement by and between SharpLink Gaming, Inc. and Rob Phythian dated July 25, 2025 (incorporated by reference as Exhibit 10.24
to the Quarterly Report on Form 10-Q filed on August 14, 2025)
10.16
Director Compensation Program (incorporated by reference to Exhibit 10.25 to Quarterly Report on Form 10-Q filed on August 14, 2025)
58
Table of Contents
10.17
Amended
and Restated Sales Agreement, dated August 19, 2025, by and among SharpLink Gaming, Inc., A.G.P./Alliance Global Partners, Canaccord
Genuity LLC, SG Americas Securities, LLC, B. Riley Securities, Inc., and Citizens JMP Securities, LLC (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed on August 20, 2025)
10.18
Form
of 10b-18 Repurchase Agreement (incorporated by reference as Exhibit 10.1 to the Current Report on Form 8-K filed on August 22, 2025)
10.19
Form
of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant) (incorporated by reference as Exhibit
10.2 to the Current Report on Form 8-K filed on August 22, 2025)
10.20
Form
of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based Grant) (incorporated by reference as
Exhibit 10.3 to the Current Report on Form 8-K filed on August 22, 2025)
10.21
Form
of Securities Purchase Agreement, dated October 15, 2025, by and between the Company and the Purchaser named therein (incorporated
by reference as Exhibit 10.1 to the Current Report on Form 8-K filed on October 17, 2025)
10.22
Placement
Agent Agreement (incorporated by reference as Exhibit 10.2 to the Current Report on Form 8-K filed on October 17, 2025)
19.1**
Amended and Restated Insider Trading Policy of SharpLink Gaming, Inc. last amended as of September 12, 2025
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of co-principal executive officer
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer
31.3
Rule
13(a)-14(a)/15(d)-14(a) Certification of co-principal executive officer
32.1**
Section 1350 Certification of co-principal executive officer
32.2**
Section 1350 Certification of principal financial officer
32.3**
Section 1350 Certification of co-principal executive officer
101.INS
Inline
XBRL INSTANCE DOCUMENT
101.SCH
Inline
XBRL TAXONOMY EXTENSION SCHEMA
101.CAL
Inline
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF
Inline
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*
Inline
XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*
Inline
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
**
Furnished herewith.
^
Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely
cause competitive harm to SharpLink Gaming, Inc. if publicly disclosed.
+
Indicates management compensatory plan, contract or arrangement.
59
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SharpLink
Gaming, Inc.
Dated:
November 12, 2025
By:
/s/
Rob Phythian
Rob
Phythian
Co-Chief
Executive Officer
Dated:
November 12, 2025
By:
/s/
Joseph Chalom
Joseph
Chalom
Co-Chief
Executive Officer
Dated:
November 12, 2025
By:
/s/
Robert DeLucia
Robert
DeLucia
Chief
Financial Officer
60
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.