Sharplink, Inc. 10-Q

ITEM 5. OTHER INFORMATION None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as such terms are defined under Item 408(a) of Regulation S-K, during the Company’s fiscal quarter ended June 30, 2025. ITEM 6. EXHIBITS Exhibit No. Description 1.1 Placement Agency Agreement, dated May 20, 2025, by and between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on May 20, 2025) 3.1 Certificate of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 filed with the SEC on June 15, 2023) 3.2 Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 3.3 Certificate of Designation of the Series A-1 Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 3.4 Certificate of Designation of the Series B Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 3.5 Certificate of Amendment to Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 2, 2025) 3.6 Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc., effective as of July 24, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 25, 2025) 3.7 Bylaws of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 4.1 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 20, 2025) 4.2 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 30, 2025) 4.3 Form of Strategic Advisor Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on May 30, 2025) 4.4 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on May 30, 2025) 10.1 Exchange Agreement between SharpLink Gaming, Inc. and Alpha Capital Anstalt, dated April 2, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 3, 2025) 10.2 Prefunded Common Stock Purchase Warrant between SharpLink Gaming, Inc. and Alpha Capital Anstalt, dated April 2, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 3, 2025) 10.3 Form of Securities Purchase Agreement, dated May 20, 2025, by and between the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 20, 2025) 10.4 Form of Securities Purchase Agreement, dated as of May 26, 2025, between SharpLink Gaming, Inc. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 30, 2025) 10.5 Placement Agency Agreement, dated May 26, 2025, between SharpLink Gaming, Inc. and A.G.P/Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 30, 2025) 10.6 Form of Registration Rights Agreement, dated as of May 26, 2025, between SharpLink Gaming, Inc. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 30, 2025) 10.7^ Form of Asset Management Agreement, dated May 30, 2025, between SharpLink Gaming, Inc. and an Asset Manager (as defined therein) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on May 30, 2025) 10.8^ Form of Asset Management Agreement, dated May 30, 2025, between SharpLink Gaming, Inc. and an Asset Manager (as defined therein) (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on May 30, 2025) 10.9 Strategic Advisor Agreement, dated May 30, 2025, between SharpLink Gaming, Inc. and Consensys Software Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on May 30, 2025) 10.10** ETH Sale and Purchase Agreement, dated July 7, 2025, between SharpLink Gaming, Inc. and Ethereum Foundation. 10.11 Form of Letter Agreement for Strategic Advisor Warrants (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 11, 2025) 10.12 Form of Letter Agreement for Placement Agent Warrants (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 11, 2025) 10.13 Form of Letter Agreement with Consensys Software Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on July 11, 2025) 10.14 Form of Letter Agreement with Joseph Lubin (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on July 11, 2025) 10.15 Amendment to the ATM Sales Agreement dated July 17, 2025 by and between SharpLink Gaming, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 17, 2025) 10.16 Master Forward Confirmation Letter Agreement, dated July 17, 2025 by and between Sharplink Gaming, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 17, 2025) 10.17 Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 25, 2025) 10.18 Form of Securities Purchase Agreement, dated August 6, by and between the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 8, 2025) 10.19 Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 8, 2025) 10.2 Form of Securities Purchase Agreement, dated August 10, by and between the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 12, 2025) 10.21 Placement Agent Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 12, 2025) 10.22+ Employment Agreement by and between SharpLink Gaming, Inc. and Bob DeLucia dated July 25, 2025 10.23+ Employment Agreement by and between SharpLink Gaming, Inc. and Joseph Chalom dated July 25, 2025 10.24+ Employment Agreement by and between SharpLink Gaming, Inc. and Rob Phythian dated July 25, 2025 10.25** Director Compensation Program 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer 32.1 ** Section 1350 Certification of principal executive officer 32.2 ** Section 1350 Certification of principal financial officer 101.INS Inline XBRL INSTANCE DOCUMENT 101.SCH Inline XBRL TAXONOMY EXTENSION SCHEMA 101.CAL Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 101.DEF Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 101.LAB Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE 101.PRE Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ** Furnished herewith. ^ Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to SharpLink Gaming, Inc. if publicly disclosed. + Indicates management compensatory plan, contract or arrangement. 48 Table of Contents SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SharpLink Gaming, Inc. Dated: August 14, 2025 By: /s/ Rob Phythian Rob Phythian Chief Executive Officer Dated: August 14, 2025 By: /s/ Robert DeLucia Robert DeLucia Chief Financial Officer 49