{"url_path":"/sec/sbet/8-k/2026-06-23/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1981535/0001493152-26-029804-index.html","accession_number":"0001493152-26-029804","cik":"0001981535","ticker":"SBET","issuer_name":"Sharplink, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1981535/0001493152-26-029804-index.html","primary_entity_key":"0001981535","primary_entity_name":"Sharplink, Inc."},"word_count":1101,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn June 22, 2026, Sharplink, Inc. (the “Company”) entered into\na securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) to\nsell in a registered direct offering (the “Offering”) an aggregate of 10,013,351 shares (the “Shares”) of the\nCompany’s common stock, par value $0.0001 per share (the “Common Stock”).\n\n \n\nThe price per Share was $7.49, and the gross proceeds\nfrom the Offering, before deducting the placement agent fees and offering expenses, were approximately $75 million. The Company intends\nto use the net proceeds received from the Offering to acquire Ether, the native cryptocurrency of the Ethereum blockchain commonly referred\nto as “ETH” as well as for general working capital purposes, including but not limited to repurchasing the Company’s\nCommon Stock, pursuant to the Company’s stock repurchase program.\n\n \n\nUnder the Purchase Agreement, the Company also granted\nthe Investor 10,013,351 warrants to purchase up to 10,013,351 shares of Common Stock (the “Warrants” and the shares underlying\nthe Warrants, the “Warrant Shares”). Each Warrant has an exercise price of $8.15 per share, is immediately exercisable and\nwill expire four years from the date of issuance. If the Warrants are fully exercised, the Company will receive approximately $81.6 million\nin additional aggregate gross proceeds.\n\n \n\nThe Shares, Warrants, and Warrant Shares (collectively,\nthe “Securities”) were offered and sold pursuant to a prospectus, dated May 30, 2025, and a prospectus supplement, dated June\n22, 2026, in connection with a takedown from the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-287708).\n\n \n\nThe Purchase Agreement contains customary representations\nand 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\nthat agreement and in the context of the specific relationship between the parties. The Purchase Agreement also contains customary conditions\nto closing, termination rights of the parties, certain indemnification obligations of the Company and ongoing covenants of the Company,\nincluding a restrictions on the issuance of securities and the filing of registration statements for a period of 15 days following the\nclosing of the Offering, subject to certain exceptions.\n\n \n\nOn June 22, 2026, the Company entered into a placement\nagent agreement (the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), as sole placement\nagent (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the exclusive placement agent\nin connection with the Offering. Pursuant to the Placement Agent Agreement, the Company will pay the Placement Agent a cash fee equal\nto 2.0% of the aggregate gross proceeds raised from the sale of the Securities sold in the Offering.\n\n \n\nThe Placement Agent Agreement also contains representations,\nwarranties, indemnification and other provisions customary for transactions of this nature.\n\n \n\nThe Offering closed on June\n23, 2026.\n\n \n\nA copy of the opinion of Thompson Hine LLP relating\nto the legality of the Securities offered by the Company in the Offering is attached as Exhibit 5.1 hereto.\n\n \n\nThe descriptions of the terms and conditions of the\nWarrants, the Purchase Agreement and the Placement Agent Agreement set forth herein do not purport to be complete and are qualified in\ntheir entirety by the full text of the form of Warrant, the form of Purchase Agreement and the Placement Agent Agreement, which are attached\nhereto as Exhibits 4.1, 10.1 and 10.2, respectively, and incorporated herein by reference.\n\n \n\n \n\n \n\n \n\nThis\nCurrent Report on Form 8-K does not constitute an offer to sell the securities or a solicitation of an offer to buy the securities, nor\nshall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful\nprior to registration or qualification under the securities laws of any such state or jurisdiction.\n\n \n\nThe\nCompany cautions you that statements included in this report that are not a description of historical facts are forward-looking statements.\nWords such as “believes,” “anticipates,” “plans,” “expects,” “indicates,”\n“will,” “intends,” “potential,” “suggests,” “assuming,” “designed,”\n“may,” “estimates,” “believes,” “hopes,” “aims,” and similar expressions\nare intended to identify forward-looking statements. These statements are based on the Company’s current beliefs and expectations.\nSuch statements include, but are not limited to, goals and expectations regarding the Company’s strategy and potential partnerships;\nthe intended use of proceeds, including potential share repurchases; the Company’s Ethereum treasury strategy and expected common\nstock per-share effects; and other statements accompanied by the words “intends,” “may,” “will,”\n“plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,”\n“aims,” “believes,” “hopes,” “potential” or similar words, but the absence of these words\ndoes not mean that a statement is not forward-looking. Actual results could differ materially from those described in these forward-looking\nstatements due to certain factors, including without limitation, the anticipated gross proceeds from the Offering, the intended use of\nproceeds therefrom, the satisfaction of customary closing conditions, and the expected timing and completion of the Offering, the potential\nuse of the Company’s ATM facility; the Company’s ability to repurchase additional shares of its common stock under its stock\nrepurchase program; the Company’s ability to achieve and sustain profitable operations; volatility in the market price of ETH and\nits resulting impact on the Company’s accounting and financial reporting; changes in government regulation of cryptocurrencies\nand online betting; changes in securities laws or other applicable regulations; fluctuations in customer demand and overall economic\nconditions; competitive pressures, including competing products, pricing, and sales cycles; the protection and enforcement of the Company’s\nproprietary rights; and other risks and uncertainties described in the Company’s Annual Report and other filings with the SEC.\nUnder U.S. generally accepted accounting principles, entities are generally required to measure certain crypto assets at fair value,\nwith changes reflected in net income each reporting period. Changes in the fair value of crypto assets could result in significant fluctuations\nto the balance sheet and income statement results. Additionally, for other certain types of crypto assets, the Company uses the historical\ncosts less impairment model. This model may require the Company to record an associated impairment charge reflected in net income as\na result of a decrease in the market price of the crypto assets below the cost value at which the Company’s crypto assets are carried\non its balance sheet. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company\ndoes not undertake any responsibility to update the forward-looking statements in this press release. There can be no assurance that\nany repurchases will be made under the program, and any repurchases may be suspended, modified or discontinued at any time and are subject\nto market conditions and applicable legal requirements."}