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Item 5. Market for Registrant’s Common Equity

2026-03-09 compared with 2025-03-14 · 624 added, 299 removed, 21 unchanged (98% of the section changed)

MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is currently quoted on the Nasdaq Capital Market under the symbol “SBET.”

The following table sets forth, for the period indicated, the quarterly high and low closing sales prices per share of our Common Stock for each quarter during our last two fiscal years, as well as the first quarter in 2025 through March 14, 2025, as reported by Nasdaq.

Common Stock is currently quoted on The Nasdaq Capital Market under the symbol “SBET.”

following table sets forth, for the period indicated, the quarterly high and low closing sales prices per share of our Common Stock for

each quarter during our last two fiscal years, as well as the first quarter in 2026 through March 6, 2026, as reported by Nasdaq.

First Quarter

7 unchanged sentences

Fourth Quarter

As of March 14, 2025, we had approximately 54 individual shareholders of record of our Common Stock.

We believe that the number of beneficial owners of our Common Stock is greater than the number of record holders, because a number of our shares of Common Stock is held through brokerage firms in “street name.”

Dividend Policy

We do not intend to pay cash dividends to our stockholders in the foreseeable future.

We currently intend to retain all our available funds and future earnings, if any, to finance the growth and development of our business.

Any future determination related to our dividend policy will be made at the discretion of our Board of Directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our Board of Directors may deem relevant.

Equity Compensation Plan

The following table provides summary of equity compensation plans and arrangements as of December 31, 2024:

Outstanding as of December 31, 2023

Outstanding as of December 31, 2024

Exercisable as of December 31, 2024

Recent Sales of Unregistered Securitie

Purchases of Equity Securities by Issuer and Its Affiliates

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion 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 Consolidated Financial Statements and the related notes included in Item 8 of this Form 10-K.

This discussion contains forward-looking statements.

Please see the explanatory note concerning “Forward-Looking Statements” in Part I of this Annual Report on Form 10-K and Item 1A.

Risk Factors for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

The operating results for the periods presented were not materially affected by inflation.

Headquartered in Minneapolis, Minnesota, SharpLink Gaming is an online performance-based marketing company that leverages our unique fan activation solutions to generate and deliver high quality leads to our U.S.

sportsbook and global casino gaming partners.

Continuing Operations

As part of our strategy to expand our affiliate marketing services from Europe 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) and Puerto Rico.

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

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

sports betting education hub for experienced and novice sports fans.

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

Today, our vision is to power a targeted and personalized online sports betting and casino gaming environment that organically introduces fans to our operator partners through relevant tools and rich content – all in a safe, credible and responsible environment.

Discontinued Operations

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

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

On January 18, 2024, SharpLink sold all of the issued and outstanding shares of common stock or membership interests in a Sale of Business, as applicable, of our Sports Gaming Client Services and SportsHub Gaming Network business units to RSports for $22.5 million in an all-cash transaction.

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

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

Additional disclosures relating to the Sale of Business are provided in NOTE 3 included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED December 31, 2024 and 2023.

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

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

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

SharpLink also previously owned and operated an enterprise telecom expense management business (“Enterprise TEM”) acquired in July 2021 in connection with SharpLink’s go-public merger with Mer Telemanagement Solutions.

During 2022, we discontinued operations for this business unit and sought a buyer for the business.

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

Recent Developments

Merger with SportsHub Games Network Inc.

(the “ SportsHub Merger ” )

SharpLink Israel, SHGN Acquisition Corp., a Delaware corporation and the Merger Subsidiary, SportsHub and Christian Peterson, an individual acting as the SportsHub stockholders’ representative entered into a Merger Agreement on September 7, 2022.

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

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

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

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

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

Sale of Legacy MTS Business

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

In consideration of Entrypoint South Ltd.

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

subsidiaries, Entrypoint South Ltd.

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

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

Sharplink received an earnout payout of $297,387 during July 2024.

2023 Convertible Debenture and Warrant Financing

On February 15, 2023, SharpLink Israel issued a Debenture due February 15, 2026 in the original amount of $4,400,000 to Alpha.

Pursuant to Section 8(a)(vi) of the Debenture, it is an event of default if SharpLink Israel 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.

In addition, on February 15, 2023, SharpLink Israel issued a warrant to Alpha to initially purchase 880,000 ordinary shares of SharpLink Israel (the “2023 Warrant”), which provides that in the event of a fundamental transaction, SharpLink Israel, 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”).

In conjunction with the Convertible Debenture and Warrant issuance on February 14, 2023, 266,667 warrants that were previously issued to Alpha on November 19, 2021 were revalued on February 14, 2023, reducing the exercise price from $45.00 per warrant share to $0.60 per warrant share.

The Company performed a Black Scholes model for the re-pricing of the warrants using the value of the underlying stock price of $5.10 stock price, exercise price of $0.60, expected dividend rate of 0%, risk-free interest rate of 4.04% and volatility of 52.57% and remaining term of 2.9 years.

These same assumptions were applied to the 880,000 warrants.

The value allocated to the warrants on November 19, 2021 was $11,435 and was recorded in Additional Paid-In Capital.

The fair value of the re-priced warrants on February 15, 2023 was $1,218,205, an increase of $1,206,771.

The incremental value of the warrants is also recorded in Additional Paid-In Capital as of December 31, 2023 as a deemed dividend.

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 and Section 3(e)(ii) of the 2023 Warrant in connection with the Sale of Business;

and (ii) payment of the Mandatory Default Amount;

and the parties agreed that SharpLink will 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”).

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

As a result, the Company’s obligations under the Debenture have been satisfied.

Pursuant to Section 5(1) of the 2023 Warrant, Alpha further agreed to waive its right to elect that, in connection with and at the closing of the Sale of Business, the 2023 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 agree in the Settlement Agreement to fix the Black Scholes value of the 2023 Warrant for purposes of the Warrant Repurchase at $900,000.

On 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 for (i) 156,207 shares of Common Stock (the “Shares”), (ii) a pre-funded warrant in the amount of 469,560 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 254,233 warrants is 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 year ended December 31, 2024.

On 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 $4.07 to $0.0001 and to remove the re-purchase option.

The modification to the Exchange Agreement was valued on June 29, 2024, the day before the modification, using the Black Scholes option-pricing model.

The Company recorded a fair value adjustment of $17,996 on the condensed consolidated statements of operations during the second quarter of 2024 and removed the remaining accrued warrant liability of $152,386 through an adjustment to additional paid in capital.

On December 9, 2024, Alpha exercised 120,000 warrants from the 2023 Warrants Repurchase Balance at a strike price per warrant of $.0001 per share.

Additionally, on January 23, 2024, Alpha exercised 266,667 warrants issued pursuant to the Exchange Agreement at a strike price per warrant of $.60 per share with the Company receiving approximately $160,000.

Further, during this same period, 2,500 warrants with a strike price of $0 were exercised by former management of MTS.

Change in Share Capital

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

Potential Reverse St ock-Split

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

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

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

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

On July 17, 2024, the Company received a letter (the "Bid Price Deficiency Notice”) from Nasdaq notifying the Company that, because the closing bid price for its common stock had been below $1.00 per share for 30 consecutive trading days, it was not compliant with the Minimum Bid Price Requirement.

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until January 7, 2025, to regain compliance with the Minimum Bid Price Requirement.

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

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

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

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

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

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

Sale of Sports Gaming Services and SportsHub Gaming Network Operating Segments

On January 18, 2024, Parent Seller and SLG1 Holdings, LLC, a Delaware limited liability company, and the Subsidiary Seller, SHGN (and together with Parent Seller and Subsidiary Seller, the “Seller”), a Delaware corporation and wholly owned subsidiary of SharpLink, entered into a Purchase Agreement (the “PA”) with RSports, a Minnesota corporation (“Buyer”).

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

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

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

LeagueSafe Management, LLC , a Minnesota limited liability company;

SportsHub Reserve, LLC, a Minnesota limited liability company;

SportsHub PA, LLC, a Pennsylvania limited liability company;

SportsHub Operations, 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”).

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

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

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

Nasdaq Deficiency Notices

2023 Continued Listing Deficiencies

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

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

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

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

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

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

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

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

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

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

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

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

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

2024 Continued Listing Deficiencies

As previously announced in a press release, dated July 17, 2024, and reported on Form 10-Q filed by the Company on August 15, 2024, the Company received a letter on July 17, 2024, from Nasdaq notifying the Company that, because the closing bid price for its Common Stock had been below $1.00 per share for 30 consecutive trading days, it was not compliant with the Minimum Bid Price Requirement (the "Bid Price Deficiency Notice”).

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until January 7, 2025, to regain compliance with the Minimum Bid Price Requirement.

Further, as previously reported on our Current Report on Form 8-K filed on November 22, 2024, the Nasdaq Staff notified the Company that it did not comply with the $2.5 million minimum stockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(a)(2).

The Company had 45 calendar days to submit a plan to regain compliance or until January 6, 2025.

The Companys requested and received a hearing with the Nasdaq Hearing Panel, which took place on February 25, 2025.

The Company’s Common Stock will remain listed and eligible for trading on Nasdaq pending the ultimate conclusion of the hearing process.

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

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

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

Redomestication from Israel to Delaware

On February 13, 2024, SharpLink Israel completed its previously announced Domestication Merger, pursuant to the terms and conditions set forth in 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 Domestication Merger Sub and SharpLink US.

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

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

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

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period.

Our most critical estimates include those related to use of accounting for revenue recognition, stock-based compensation, warrants and discontinued operations.

On an ongoing basis, we evaluate our estimates and assumptions.

We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Our actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting estimates affect the more significant judgments and estimates used in preparing our consolidated financial statements.

See NOTE 1 included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED December 31, 2024 and 2023, which are included in ITEM 8 “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report, for our Summary of Significant Accounting Policies.

There have been no material changes made to the critical accounting estimates during the periods presented in the consolidated financial statements.

Revenue Recognition

The Company follows a five-step model to assess each sale to a customer;

identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time.

Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services.

Management judgment is required in determining whether the performance obligations will be recognized at a point in time or overtime and when the transfer of control of goods and services are made to entitle the Company to receive payment.

The exercise of management judgment has a material impact on when revenue is recognized.

The Affiliate Marketing Services operating segment generates revenue by earning commissions from sportsbooks and casino operators when a new depositor is directed to them by our affiliate marketing websites and our PAS network.

Stock-Based Compensation

The fair value of each option award is estimated on the date of grant using a Black Scholes option-pricing model.

Significant management assumptions and estimates are made when using the Black Scholes option-pricing model.

The Company uses historical option exercise and termination data to estimate the expected 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.

The Company’s underlying stock has been publicly traded since the date of the MTS Merger.

All option grants during the years ended December 31, 2024 and 2023 were granted under the 2021 plan subsequent to the MTS Merger.

During the year ended December 31, 2024, the Company issued to members of its Board of Directors and its executives a total of 500,000 RSUs that were converted into 350,001 shares of Common Stock registered pursuant to Form S-8s (Registration No.

333-277612 and Registration No.

and based on a quarterly vesting schedule.

The fair value of warrants is estimated on the date of grant using a Black Scholes option-pricing model.

If an agreement calls for the repricing of a warrant, the Company also uses a Black Scholes option-pricing model.

Significant management assumptions and estimates are made when using the Black Scholes option-pricing model.

The Company uses the underlying stock price, the exercise price, expected dividend assumptions, rate risk-free interest rate, estimated volatility and remaining term to calculate the warrant's value using the Black Scholes option-pricing model.

Discontinued Operations

In 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.

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.

In June 2022, SharpLink Israel’s Board of Directors approved management to enter into negotiations to sell MTS.

SharpLink Israel negotiated a Share and Asset Purchase Agreement with the transaction completed on December 31, 2022.

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

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

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

In January 2024, SharpLink Israel closed on the sale of the issued and outstanding shares of common stock or membership interests in our Sports Gaming Client Services and SportsHub Gaming Network business segments.

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Results of Operations

The following table provides certain selected financial information for the periods presented:

December 31, 2024

of March 6, 2026, we had approximately 66 individual stockholders of record of our Common Stock.

We believe that the number of beneficial

owners of our Common Stock is greater than the number of record holders, because a number of our shares of Common Stock are held through

brokerage firms in “street name.”

do not intend to pay cash dividends to our stockholders in the foreseeable future.

We currently intend to retain all our available funds

and future earnings, if any, to finance the growth and development of our business.

Any future determination related to our dividend

policy will be made at the discretion of our Board of Directors and will depend upon, among other factors, our results of operations,

financial condition, capital requirements, contractual restrictions, business prospects and other factors our Board of Directors may

deem relevant.

Sales of Unregistered Securities

of Equity Securities by Issuer and Its Affiliates

August 21, 2025, the Board authorized a share repurchase program under which the Company may repurchase up to $1.5 billion of its outstanding

Common Stock.

As of December 31, 2025, the Company has repurchased 1,938,450 shares of its outstanding Common Stock for $31,692,488.

dollar value of

may yet to be

February 2025

September 2025

1,468,307,512

November 2025

December 2025

Cost of Revenues

Gross profit percentage

Total operating expenses

Operating loss

Total other income (expenses)

Net income (loss) before income taxes

Provision for income taxes

Net income (loss) from continuing operations

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

Net income (loss)

For the Year Ended December 31, 2024 as Compared to Year Ended December 31, 2023

For the year ended December 31, 2024, revenues decreased 26.1% to $3,662,349 as compared to revenues of $4,952,725 reported for the year ended December 31, 2023.

The decrease was largely due to market conditions softening and the loss of customers.

The sports betting, poker and casino industries are facing increased government regulation and oversight, including increased taxes, both internationally and in the United States.

This has contributed to players considering alternative gambling platforms such as "grey" or "black" gambling markets.

The Company does not participate in any "grey" to "black" gambling markets.

For the year ended December 31, 2024, gross profit decreased 40.9% to $906,273 from $1,532,663 reported for the previous year.

The decline represents softening of market conditions (see revenues explanation above) and higher casino payouts due to large winnings by individuals during the year ended December 31, 2024.

For the casino business, as greater payouts are made to winners, this has the impact of reducing gross profit.

$ 1,468,307,512

(1) The share repurchase

program does not have an expiration date and may be adjusted or terminated by the Company at any time.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Statements

Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

Forward-looking statements are based on management ’ s current expectations, assumptions, and beliefs regarding future

events and involve risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed

or implied by such statements.

Forward-looking statements are not guarantees of future performance.

Forward-looking

statements in this Annual Report include, but are not limited to, statements regarding our business strategy;

digital asset treasury

capital allocation and liquidity management;

potential mergers, acquisitions, or other strategic transactions;

developments affecting digital assets;

market trends;

future financial position and results of operations;

and plans, objectives,

and expectations of management.

Words such as “ 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 include such words.

results may differ materially from those contemplated by forward-looking statements due to a variety of risks and uncertainties, including

those described under Part I, Item 1A, “ Risk Factors, ” in this Annual Report on Form 10-K, as well as risks

described in our other filings with the SEC.

The discussion of risks herein is not an indication that any such risks have occurred at

the time of this filing.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result

of new information, future events, or otherwise, except as required by law.

Unless otherwise indicated or the context requires otherwise, all numbers presented in this Item 7 are in thousands.

and Market Data

Annual Report on Form 10-K includes market and industry data obtained from third-party sources, industry publications, and publicly available

information that we believe to be reliable, as well as estimates derived from our own internal analyses and assumptions.

In particular,

certain market estimates reflect our assumptions regarding digital asset markets, including the Ethereum ecosystem and broader blockchain-based

financial infrastructure.

we believe such information is reasonable, market and industry data involve risks and uncertainties and are subject to change based on

a variety of factors, including regulatory developments, market conditions, technological changes, and other factors discussed under

“ Cautionary Note Regarding Forward-Looking Statements ” and Part I, Item 1A, “ Risk Factors, ”

in this Annual Report on Form 10-K.

We have not independently verified and do not undertake to update any such market or industry

Discussion and Analysis of Financial Condition and Results of Operations

following discussion and analysis of our financial condition, results of operations, liquidity, and capital resources should be read

together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.

discussion also should be read in conjunction with the information contained in Part I, Item 1, “ Business, ” and

Part I, Item 1A, “ Risk Factors.

Management ’ s Discussion and Analysis reflects management ’ s perspective on the key factors that have affected,

and are expected to affect, our operating results, financial condition and cash flows.

As discussed in Part I, Item 1, “ Business, ”

the Company has undergone a strategic shift, with an increased focus on digital asset treasury activities while continuing to

operate a legacy affiliate marketing business.

As a result, period-to-period comparisons may be affected by changes in business mix,

capital allocation priorities and prevailing market conditions.

discussion contains forward-looking statements that involve risks, uncertainties and assumptions.

Actual results could differ materially

from those expressed or implied by such forward-looking statements.

the context indicates otherwise, references in this Annual Report on Form 10-K to “ Sharplink Gaming, ” “ Sharplink, ”

“ Sharplink US, ” the “ Company, ” “ we, ” “ our, ” and

“ us ” refer to Sharplink Gaming, Inc., a Delaware corporation, and its wholly owned subsidiaries.

to “ Sharplink Israel ” refer to Sharplink Gaming, Ltd., an Israeli limited liability company with which Sharplink

US completed a domestication merger in February 2024.

is a publicly traded company that, in June 2025, undertook a significant strategic shift by adopting Ether (“ETH”),

the native token of the Ethereum blockchain, as its primary treasury asset.

Through this strategy, Sharplink seeks to align its capital

allocation and treasury management with the growth of blockchain-based financial infrastructure, programmable finance, and decentralized

protocols on Ethereum.

As part of this transition, the Company became one of the largest publicly traded companies to pursue an ETH-centered

digital asset treasury strategy.

operates through two reportable segments:

ETH Treasury Management and Affiliate Marketing.

Company’s ETH Treasury Management focuses on the accumulation and active management of ETH as a long-term treasury asset.

seeks to benefit from potential ETH price appreciation and from protocol-level rewards earned by participating in Ethereum’s proof-of-stake

consensus mechanism through staking activities.

These activities include both native staking and liquid staking arrangements, executed

within a governance, custody, and risk management framework designed to meet public company standards.

The Company is not registered

as an investment company under the Investment Company Act of 1940.

addition, Sharplink continues to operate a legacy Affiliate Marketing segment that provides performance-based customer acquisition services

to sportsbook and online casino gaming operators in regulated jurisdictions.

Through its international affiliate network, PAS.net, and

a portfolio of U.S.

state-specific digital properties, the Company drives user traffic and player acquisition for licensed gaming operators.

While this business remains operational, management’s strategic focus has shifted toward digital asset treasury activities.

business model emphasizes balance sheet deployment, disciplined capital allocation and internal treasury management rather than traditional

operating leverage.

Management believes this approach positions the Company to participate in the evolving digital asset ecosystem while

maintaining public company governance, transparency, and regulatory compliance.

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, par value $0.0001 per share (the “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 Shares”).

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

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 $425,000 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

acted 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 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 $1,700, 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 December 31, 2025, we had raised total gross proceeds of $2,147,072 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 2025 Purchase Agreement”) with

certain institutional investors to sell in a registered direct offering (the “August 2025 Offering”) an aggregate of

10,256,411 shares of the Company’s Common Stock (the “August 2025 Shares”).

The price per share was $19.50, and

the gross proceeds from the August 2025 Offering, before deducting the placement agent fees, financial advisor fees, and offering

expenses, were approximately $200,000.

The Company used the net proceeds received from the August 2025 Offering to acquire ETH and

for general working capital purposes.

The August 2025 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 2025 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 2025 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 6, 2025, the Company entered into a placement agency agreement (the “August 2025 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 2025 Offering.

Cantor Fitzgerald & Co., (“Cantor”) acted as financial advisor to

the Company pursuant to an engagement letter with the Company.

Pursuant to the August 2025 Placement Agency Agreement, the Company paid

the August 2025 Placement Agents a cash fee equal to 5.0% of the aggregate gross proceeds raised from the sale of the shares sold in

the August 2025 Offering less the fees to be paid to Cantor as financial advisor.

Notwithstanding the foregoing, the cash fee paid to

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 August 2025 Placement Agents or Cantor was credited back to the Company.

The August 2025 Placement Agency

Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The August 2025 Offering closed on August 8, 2025.

10, 2025 Registered Direct Offering

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

institutional investors to sell in a registered direct offering (the “Second 2025 August Offering”) an aggregate of 18,382,353

shares of the Company’s Common Stock (the “Second 2025 August Shares”).

The price per Second 2025August Share was $21.76,

and the gross proceeds from the Second August 2025 Offering, before deducting the placement agent fees, financial advisor fees, and offering

expenses, were approximately $400,000.

The Company used the net proceeds received from the Second 2025 August Offering to acquire

ETH as well and for general working capital purposes.

The Second August 2025 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 2025 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 2025 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 2025 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 2025 Offering.

Cantor acted as financial advisor to the Company pursuant to an engagement letter with the Company.

to the Second 2025 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 2025 Offering less the fees to be paid to Cantor as financial advisor.

Second August 2025 Placement Agent Agreement also contains representations, warranties, indemnification and other provisions customary

for transactions of this nature.

The Second August 2025 Offering closed on August 12, 2025.

15, 2025 Registered Direct Offering

October 15, 2025, we entered into a securities purchase agreement (the “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 “October 2025 Shares”).

The price per October 2025 Share was $17.00, and the gross proceeds from the October

2025 Offering, before deducting the placement agent fees and offering expenses, were approximately $76,500.

The Company intends

to use the net proceeds received from the October 2025 Offering to acquire ETH as well as for general working capital purposes.

the October 2025 Purchase Agreement, the Company also granted the investor 90-day premium purchase contracts, which expired 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” and the shares of Common Stock issuable upon exercise of the Premium Purchase Contracts, the “Premium Purchase

The premium purchase contracts were not executed prior to the January 15, 2026 expirations date.

The October 2025 Shares,

Premium Purchase Contracts, and Premium Purchase Shares (collectively, the “October 2025 Securities”) were offered and sold

pursuant to a prospectus, dated May 30, 2025, and a prospectus supplement, dated October 15, 2025, in connection with a takedown from

the Company’s effective shelf registration statement on Form S-3ASR (File No.

The October 2025 Purchase Agreement

contains 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.

2025 Purchase Agreement also contains customary conditions to closing, termination rights of the parties, certain indemnification obligations

of the Company and ongoing covenants for the Company.

October 15, 2025, the Company entered into a placement agent agreement (the “October 2025 Placement Agent Agreement”) with

as sole placement agent (the “October 2025 Placement Agent”), pursuant to which the Company engaged the October 2025

Placement Agent as the exclusive placement agent in connection with the October 2025 Offering.

Pursuant to the October 2025 Placement

Agent Agreement, the Company paid the October 2025 Placement Agent 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.

The October 2025 Placement Agent Agreement also contains representations,

warranties, indemnification and other provisions customary for transactions of this nature.

The Offering closed on October 17, 2025.

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

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

During the July 2025 Special Meeting, our stockholders approved two proposals:

(i) to 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 100,000,000 to 500,000,000;

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 webcast.

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 500,000,000

to 2,500,000,000.

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, 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”).

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.

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 party.

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 December 31, 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 manner.

We believe this initiative

aligns with the SEC’s broader Project Crypto innovation agenda aimed at modernizing U.S.

securities 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

and Sale 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.

In December 2025, the Company entered

into a Share Purchase Agreement with Streak VC, Inc., a Minnesota business corporation, pursuant to which the Company sold its 22 ordinary

shares of Armchair, representing approximately 10% of Armchair’s outstanding equity, for $500,000 in cash.

As the carrying value

of the investment equaled the proceeds received, no gain or loss was recognized on the transaction.

The buyer is an unrelated third party.

of Operations ( in thousands, except for percentages )

following table provides certain selected financial information for the periods presented:

For the Year Ended December

Revenue from staking, net

Revenue from affiliate marketing

Total revenue

Gains and (losses) from operations

Realized gain on crypto assets, net

Unrealized loss on crypto assets at fair value, net

Total losses from operations

Operating expenses

Cost of revenues from affiliate marketing

Selling, general, and administrative expenses

Stock-based compensation, related party

Impairment of crypto assets at cost

Total operating expenses

For the 12 months ended December 31, 2024, total operating expenses decreased 45.6% to $5,669,248 from $10,425,865reported for the prior year.

The notable drop in total operating expenses was primarily due to lower selling, general and administrative expenses which decreased to $5,669,248 in 2024 from $7,961,133 in 2023.

The decrease was due to cost savings initiatives by the Company that resulted in lower payroll costs, lower marketing costs, deceases in insurance expenses and a reduction in travel and travel related costs.

The improvement was further impacted by reduced non-cash goodwill and intangible impairment expenses, which totaled $- and $2,464,732 for the years ended December 31, 2024 and 2023, respectively.

Operating loss

Operating loss decreased 46.4% for the 12-months ended December 31, 2024, declining to $(4,762,975) as compared to $(8,893,202) for the 12-month ended December 31, 2023.

Total other income

Net loss before income taxes

Income tax expense

Net loss from continuing operations

After factoring the provision for income tax expenses of $232 and total other expense of $289,100, inclusive of $(324,518) in interest expense and $255,819 in the change in fair value of our Convertible Debenture, the net loss from our continuing operations was reduced to $(4,473,643) for the year ended December 31, 2024.

This compared to a net loss from continuing operations of $(11,248,598) for the prior year after factoring total other income of $(2,339,688) and an income tax expense totaling $(15,708)

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

Net income (loss) from discontinued operations, net of tax increased 586.7% to $14,573,262 from $(2,994,584) for the 12-month periods ended December 31, 2024 and 2023, respectively.

This increase was due to the gain on the sale of Sports Gaming Client Services and SportsHub Gaming Network.

Net income (loss)

As a result of the aforementioned reasons, net income for the 12 months ended December 31, 2024 totaled $10,099,619, which was an improvement from the net loss of $(14,243,182) reported for the prior year.

Year Ended December 31, 2024 as Compared to the Year ended December 31, 2023

As of December 31, 2024, cash on hand was $1,436,729, an -42.2% increase when compared to cash on hand of $2,487,481 as of December 31, 2023.

For the year ended December 31, 2024, net cash used for operating activities totaled $(5,856,053) compared to net cash used for operating activities of $(4,916,412) in the prior year.

The change in the net operating cashflows was due to increased gross margins in 2023 versus 2024.

After factoring net cash used for operating activities for discontinued operations of $(16,958,433), net cash used in operating activities from continuing operations totaled $(22,814,486) for the year ended December 31, 2024, compared to net cash used by continuing operating activities from operations of $(4,916,412) after factoring $5,499,299 of net cash provided by operating activities from discontinued operations, cash provided by operations activiti es $ 582,887 for the year ended December 31, 2023

For the year ended December 31, 2024, net cash provided by the Company’s investing activities from continuing operations totaled $148,281, a increase of 151.8% when compared to cash used for investing activities from continuing operations of $(286,146) for the previous year.

For the years ended December 31, 2024 and 2023, net cash used for investing activities from discontinued operations was $(18,857,834), compared to net cash used by investing activities from discontinued operations of $(745,951), respectively.

Net cash used for investing activities for the year ended December 31, 2024 totaled $(18,709,553), which compared to net cash generated by investing activities for continuing operations of $(1,032,097) for the year ended December 31, 2023.

For the year ended December 31, 2024, cash used in financing activities from continuing operations was $(11,539,883), a 224.0% decrease when compared to net cash provided by financing activities from continuing operations of $9,303,279 provided from financing activities during the year ended December 31, 2023.

The year-over-year change was largely due to the issuance of a $4,000,000 convertible debenture to an institutional investor and proceeds from a line of credit secured from our commercial lender in February 2023, offset primarily by repayments of debt.

For the years ended December 31, 2024 and 2023, net cash used in and provided for financing activities from discontinued operations was $(5,835,352), and $481,575, respectively.

Liquidity and Capital Resources

As of December 31, 2024, we had working capital of $2,066,348.

For the year ended December 31, 2024, we incurred a net loss from continuing operations of $(4,473,643), representing a 60.2% decrease from a loss from continuing operations of $(11,248,598) for the 12 months ended December 31, 2023.

In the pursuit of SharpLink’s growth strategy, the Company has sustained continued operating losses.

SharpLink Israel completed the Sale of Business of our Sports Gaming Client Services and SportsHub Gaming Network business units for $22.5 million in an all cash transaction in January 2024.

In connection with the closing of Sale of Business, SharpLink repaid in full all outstanding term loans and lines of credit with Platinum Bank, together with accrued but unpaid interest and all other amounts due in connection with such repayment under existing credit agreements, totaling an aggregate $14,836,625 and thereby terminating all existing credit facilities with Platinum Bank and discharging the debt on the Company’s balance sheet.

In addition, we redeemed the outstanding convertible debenture issued to Alpha for 110% of the outstanding balance, plus accrued and unpaid interest, or $4,484,230, thereby satisfying all obligations under the debenture and discharging the debt on the balance sheet.

On May 2, 2024, the Company entered into an At-The-Market ("ATM") Sales Agreement (the "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, par value $0.0001 per share (the "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”).

The Company is not obligated to make any sales of Common Stock under the ATM Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions and the Company’s working capital needs.

As of December 31, 2024, SharpLink had raised gross proceeds of $896,215 (net proceeds of $869,329, less professional fees) from the sale of 1,128,380 shares of Common Stock pursuant to the ATM Sales Agreement.

On February 4, 2025, the Company filed a prospectus supplement that amended and supplemented the ATM Sales Agreement (see Note 9) and the information in the prospectus supplement, dated May 2, 2024, relating to the offer and sale of up to $1,676,366 of our shares of Common Stock, $0.0001 par value per share.

Through February 6, 2025, the Company has sold 2,843,902 shares of Common Stock in accordance with the ATM Sales Agreement under the initial and supplemental prospectuses with total proceeds to the Company of $1,834,925.

The aggregate market value of our outstanding shares of Common Stock held by non-affiliates as of February 4, 2025 was $5,505,158, based on 6,259,056 shares of Common Stock outstanding, of which 5,856,552 were held by non-affiliates, and a closing price on Nasdaq of $0.94 on December 6, 2024, which is within 60 days of the date of this prospectus supplement.

Accordingly, under the terms of the ATM Sales Agreement, we may offer and sell through the initial prospectus, as amended and supplemented by this supplement, shares of Common Stock having an aggregate offering price of up to $1,835,052 from time to time to or through the Agents.

We have sold 2,843,905 shares of Common Stock in accordance with the Sales Agreement under the initial prospectus.

There is no remaining availability under the initial and supplemental prospectuses.

We may need to raise additional capital to fund the Company’s growth and future business operations.

We cannot be certain that additional funding will be available on acceptable terms or at all.

If we are not able to secure additional funding when needed to support our business growth and to respond to business challenges, develop new technology and services or enhance our existing offering, track and comply with applicable laws and regulations, improve our operating infrastructure, enhance our information security systems to combat changing cyber threats and expand personnel to support our business, we may have to delay or reduce the scope of planned strategic growth initiatives.

Moreover, any additional equity financing that we obtain may dilute the ownership held by our existing shareholders.

The economic dilution to our shareholders will be significant if our stock price does not materially increase, or if the effective price of any sale is below the price paid by a particular shareholder.

Any debt financing could involve substantial restrictions on activities and creditors could seek additional pledges of some or all of our assets.

If we fail to obtain additional funding as needed, we may be forced to cease or scale back operations, and our results, financial conditions and stock price would be adversely affected.

As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.

Off-Balance Sheet Arrangements

On December 31, 2024, we did not have any off-balance sheet arrangements.

Additionally, we have no 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, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Contractual Obligations

Material contractual obligations arising in the normal course of business primarily consist of purchase obligations in the normal course of business, principal and interest payment obligations to our commercial lender and debtholders and payments for lease obligations.

Our opinion is that inflation did not have a material effect on our operations for 2024.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update 2023-09 – Income Taxes (Topic ASC 740) Income Taxes.

The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

The amendments in ASU 2023-09 will become effective beginning of our 2025 fiscal year.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

We do not expect that this guidance will have a material impact upon our financial position and results of operations.

In November 2024, the FASB issued Accounting Standards Update No.

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.

the Twelve Months Ended December 31, 2025 Compared to the Twelve Months Ended December 31, 2024 (in thousands, except for percentages)

and gains (loss) from operations

the year ended December 31, 2025, revenues rose 666.1% to $28,055 compared to $3,662 reported for the same period in the prior year.

The increase was due to staking revenues generated by our ETH Treasury Management segment, launched on June 2, 2025, which was $25,594,

or 91% of our total revenues for the year ended December 31, 2025.

The revenues from staking have approximately $944 of certain staking

reward fees and gas fees netted against the staking revenue recognized.

The increase in revenues was offset by a 32.8% decline in revenues

generated in our Affiliate Marketing Segment, which generated $2,461 in revenues compared to $3,662 for the twelve months ended December

31, 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 regulatory environments in

certain foreign markets in which our affiliate marketing business operates.

Total Losses From Operations

recognized a net realized gain on crypto assets of $55,213 for the year ended December 31, 2025 as compared to $0 for the same

period in the prior year.

The realized gain was due to the conversion of LsETH into ETH upon entry into the liquid staking protocol

and the redemption of LsETH in December 2025.

recognized an unrealized loss on crypto assets at fair value of $(616,173) and an impairment loss on LsETH, crypto assets at cost,

of $(140,208), recorded in Total losses from operations, for the year ended December 31, 2025, compared to $0 and $0, respectively, in the

These losses primarily reflect the decline in the market price of ETH during the second half of 2025.

The decrease in

ETH prices over the relevant reporting period was driven by a combination of macro-level risk aversion and ecosystem-specific

activity declines.

Macroeconomic conditions reduced liquidity and risk appetite across digital asset markets.

Ethereum-specific activity indicators, such as on-chain transaction volumes, fee generation, and developer engagement, softened

relative to prior periods, contributing to weaker fundamental support for ETH valuations.

We also believe that a significant portion

of the volatility observed during the period was attributable to the industry-wide deleveraging event on October 10, 2025, which

resulted in the largest single-day liquidation of leveraged crypto positions in the industry’s history.

This event triggered

substantial forced selling across both centralized and decentralized derivatives venues, reduced open interest, and contributed to a

sustained period of elevated volatility and price disruption.

Operating Expenses

the year ended December 31, 2025, Cost of revenues from affiliate marketing decreased to $1,902 from $2,756 for the

same period in the prior year.

This decrease is reflective of the decrease in revenues from Affiliate Marketing Segment.

year ended December 31, 2025, total selling, general, and administrative expenses increased 647.8% to $42,392 from $5,669

for the same period in the prior year.

The increase was directly attributable to the following - $5,629 in asset manager fees,

$13,760 in compensation costs, $5,163 in accounting, legal and compliance fees, $811 in custodial and banking fees each incurred to

establish and support our ETH Treasury Management strategy.

The increase in these expenses was directly attributable to our strategic shift to our ETH

Treasury Management strategy in June 2025.

Income (Loss)

loss from continuing operations decreased -16,317.4% to $(734,516) for the period ended December 31, 2025, compared to a net loss

from continuing operations of $(4,474) for the same period in 2024.

This is attributable to a $55,213 net realized gains on crypto

assets, due to the conversion of ETH into LsETH and the redemption of LsETH in the fourth quarter.

The realized gains were offset by

an unrealized loss on crypto assets at fair value of $(616,173) due to ETH market conditions that deteriorated during the second

half of 2025.

In addition, an impairment of $140,208 on crypto assets at cost of was recorded related to recognizing the lowest price of LsETH seen during the year ended December 31, 2025.

Income (Loss) from Discontinued Operations, Net of Tax

the period ended December 31, 2025, net loss from discontinued operations, net of tax increased 100.5% to $(71), which compared to a

net income from discontinued operations, net of tax of $14,573 for the period ended December 31, 2024.

The decrease to the net loss from

discontinued operations is due to the gain on the sale of the discontinued operations of SHGN and Sports Gaming Client Services businesses

in the first quarter of 2024.

Income (Loss)

a result of the aforementioned reasons, net loss for the period ended December 31, 2025 totaled $(734,587) increasing 7,373.9% when compared

to net income of $10,099 reported for period ended December 31, 2024.

Ended December 31, 2025 Compared to Year Ended December 31, 2024 (in thousands, except for percentages)

of December 31, 2025, cash on hand was $28,539, a 1,886.0% increase when compared to cash on hand of $1,437 as of December 31, 2024.

The increase was due to net proceeds raised from the PIPE, ATM and registered direct offerings completed in the second half of 2025.

the twelve months ended December 31, 2025, net cash used in operating activities from continuing operations totaled $(17,481) compared

to net cash used in operating activities from continuing operations of $(5,856) in the prior year.

Net cash used in operating activities

from discontinued operations was $(61), which compared to net cash used in operating activities of $(16,958) from discontinued operations

for the same twelve-month period in 2024.

Overall, net cash used in operating activities was $(17,542) and $(22,814) for the twelve months

ended December 31, 2025 and 2024, respectively.

The change in the operating cash flows was largely attributable to cash used in discontinued

operations during year ended December 31, 2024.

the twelve months ended December 31, 2025, net cash used in our investing activities from continuing operations totaled

$(2,954,139), an increase of $(2,954,287) when compared to cash provided by investing activities from continuing operations of $148

for the same twelve-month period in 2024.

For the twelve months ended December 31, 2025 and 2024, net cash used in investing

activities from discontinued operations was $0 and $(18,858), respectively.

The increase in net cash used in investing activities

for the twelve months ended December 31, 2025 versus 2024 was due to our new ETH Treasury Management strategy and the related

purchases of $2,614,612 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, net of the cash transferred of $41,358.

The majority of

the cash transferred of $41,358 was reflected in discontinued operations customer deposits liability and deferred revenue of $36,960

and $4,889, respectively.

the twelve months ended December 31, 2025, net cash generated by financing activities from continuing operations was $2,998,715, a

26,085.4% increase when compared to net cash used by financing activities from continuing operations of $(11,540) for the same

twelve-month period in 2024.

Cash generated by financing activities related to gross cash proceeds from the sale of our Common Stock

of $2,147,073, gross cash proceeds from private placements of $983,095 offset by equity issuance costs of $(99,761) and repurchases

of Common Stock of $(31,692).

For the twelve months ended December 31, 2025 net cash used in financing activities from discontinued

operations was $0 compared to net cash used by financing activities of $(5,835) for the twelve months ended December 31,

and Capital Resources

of December 31, 2025, we had working capital of $18,404.

For the twelve months ended December 31, 2025, we had net loss from continuing

operations of $(734,516) compared to a net loss from continuing operations of $(4,474) reported for the same twelve-month periods in

We had $1,899,683 of crypto assets at fair value and $500,912 of crypto assets at cost classified as a non-current assets, which

represent readily accessible sources of liquidity, as denoted further below.

Sources of Liquidity

principal sources of liquidity are our cash and cash equivalents balances, USDC stablecoins, and proceeds from

equity financing transactions, including pursuant to our at-the-market offering facility under the Amended and Restated ATM Sales Agreement

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 December 31, 2025, we held approximately

640,026 ETH in crypto assets at fair value ETH, and 204,409 LsETH in crypto assets at cost, all of which are

unencumbered.

As of March 6, 2026 we held approximately 868,699 in total ETH, comprised of 604,618 in native ETH and

208,893 in ETH as if redeemed from LsETH, and 55,188 in ETH as if redeemed from WeETH, all of which are unencumbered.

further below, although our crypto assets are classified as non-current assets due to our long-term treasury strategy, they represent a significant

and readily accessible source of liquidity.

Based on current Ethereum network conditions, including

a near-zero validator exit queue of nine days as of March 6, 2026, we estimate that a material portion of our staked ETH could be

withdrawn and converted to cash within approximately 30 days, and our entire staking portfolio within approximately 90 days.

this provides meaningful additional liquidity support beyond our cash and cash equivalents.

and Long-Term Liquidity

Short-Term Liquidity -- Our short-term

liquidity needs include working capital requirements, anticipated capital expenditures, and contractual obligations due within

the next 12 months.

To meet our short term liquidity needs, we expect that our cash and cash equivalents and USDC stablecoins as of

December 31, 2025, coupled with the use of a portion of proceeds earned from staking activities and redeemed for

cash, and equity financings will be sufficient to meet these needs.

Although we do not anticipate needing to use our ETH and/or

LsETH to meet our short-term liquidity needs, to the extent necessary, we may seek to use proceeds from the sale of our ETH and

redeemed LsETH to meet such needs.

See “ Availability of ETH for Liquidity ” below and “Item 1A.

Factors” for additional information.

Liquidity — Beyond the next twelve months, our long-term cash needs are primarily for obligations related to working

capital requirements.

We expect our cash and cash equivalents and USDC stablecoins as of December 31, 2025, and the use of a

portion of proceeds earned from staking activities and redeemed for cash, and equity financings

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 — Although we may from time to time sell or engage in other transactions with respect to our ETH and

LsETH as part of treasury management operations, as noted above, the ETH market historically has been characterized by significant

volatility in its price, limited liquidity and trading volumes compared to sovereign currencies markets, a developing regulatory

landscape, susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other

risks inherent in its entirely electronic, virtual form and decentralized network.

During times of instability in the ETH market, we

may not be able to sell our ETH at reasonable prices or at all.

As a result, our ETH are less liquid than our existing cash and cash

equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

addition, upon sale of our ETH or LsETH, we may incur additional taxes related to any realized gains or we may incur capital losses as to

which the tax deduction may be limited.

See “Item 1A.

Risk Factors” for additional information.

Sheet Arrangements

December 31, 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.

Since our inception, except for standard operating leases accounted for prior to January 1, 2022, we have not engaged

in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

Accounting Pronouncements

Issued Accounting Pronouncements Not Yet Adopted

November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 consolidated financial statements

and 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 ASU No.

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.

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.

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.

Also, in November 2024, the Financial Account Standards Board (FASB), issued Accounting Standards Update (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.

The Company is currently evaluating

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

Accounting Policies and Estimates

preparation of our consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates, assumptions

and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures.

Our most critical

estimates include those related to use of accounting for valuation and classification of crypto assets, revenue recognition, stock-based

compensation, and warrants.

On an ongoing basis, we evaluate our estimates and assumptions.

We base our estimates on historical experience

and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments

about the carrying value of assets and liabilities that are not readily apparent from other sources.

Our actual results may differ from

these estimates under different assumptions or conditions.

believe the following accounting estimates and judgments are critical because they involve a high degree of subjectivity, are inherently

uncertain, and could materially impact our financial condition and results of operations.

Company follows a five-step model to assess each sale to a customer;

identify the legally binding contract, identify the performance

obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point

in time or over time.

Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations)

to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods

Management judgment is required in determining whether the performance obligations will be recognized at a point in time

or overtime and when the transfer of control of goods and services are made to entitle the Company to receive payment.

The exercise of

management judgment has a material impact on when revenue is recognized.

earn rewards from staking activities, including native staking and liquid staking arrangements.

Determining the appropriate timing and

measurement of staking revenue requires judgment in identifying when control of the service has been provided, whether the rewards represent

consideration from a customer under ASC 606 Revenue from Contracts with Customers or ASC 610-20 Gains and Losses from Derecognition

of Nonfinancial Assets , and how to measure non-cash consideration.

Staking rewards denominated in ETH are measured at the fair value

of the non-cash consideration at contract inception.

Subsequent changes in the market price of ETH are not reflected in revenue and are

instead recognized as gains or losses.

These judgments affect both the amount and timing of revenue recognized and the comparability

of our results across reporting periods.

Affiliate Marketing Services operating segment generates revenue by earning commissions from sportsbooks and casino operators when a

new depositor is directed to them by our affiliate marketing websites and our PAS network

and Classification of Crypto Assets

of ASU 2023-08 and Fair Value Measurement (Native ETH)

January 1, 2025, we adopted ASU 2023-08, Accounting for and Disclosure of Crypto Assets (ASC 350-60).

Under this guidance, we

measure our holdings of native Ether (“ETH”) at fair value, with changes in fair value recognized in net income in the period

The most critical estimate inherent in the valuation of our ETH is the determination of the principal market under ASC 820,

Fair Value Measurement .

We evaluate the liquidity, trading volume, and regulatory viability of various exchanges to identify the

principal market—the market with the greatest volume and level of activity for the asset that we can access.

We have determined

that the Coinbase exchange represents our principal market for ETH.

We calculate the fair value of our ETH holdings using the quoted

price on the Coinbase exchange as of midnight UTC on the measurement date.

The digital asset market is characterized by significant volatility

and fragmented liquidity.

A change in our determination of the principal market, or the use of a different data source (such as a composite

index versus a specific exchange), could result in materially different fair value measurements.

Classification

and Impairment of Crypto Assets Held at Cost (LsETH)

hold Liquid Staked Ether (“LsETH”), which are receipt tokens received in exchange for staking ETH via liquid staking protocols.

We exercise significant judgment in determining whether specific digital assets fall within the scope of ASC 350-60.

We have determined

that LsETH does not meet the scope criteria of ASC 350-60 because the token represents a contract that provides the holder with enforceable

rights to residual assets (redeemable ETH), thereby failing the “other goods and services” criterion of the standard.

Consequently,

we account for LsETH as an indefinite-lived intangible asset under ASC 350-30, measured at cost less impairment.

evaluate LsETH for impairment quarterly.

This requires tracking the lowest intraday quoted price of LsETH on our principal market since

the acquisition of the specific asset lot.

If the carrying value exceeds the lowest intraday price, an impairment loss is recognized

This methodology differs significantly from the fair value treatment of our native ETH and creates a disparity in how gains

(recognized only upon sale/redemption) and losses (recognized immediately upon price decline) are reported for LsETH.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide the information required

by this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements are contained in pages F-1 through F-37, which appear at the end of this Annual Report on Form 10-K.

financial statements are contained in pages F-1 through F-34, which appear at the end of this Annual Report on Form 10-K.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity