SBET / SharpLink Gaming, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SharpLink Gaming, Inc.

Mga Batayang Estadistika
LEI 529900LTQPOEVNPEL612
CIK 1025561
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SharpLink Gaming, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 23, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-28950 SharpLink Gaming Ltd. (Exact name of registrant as specified in i

February 13, 2024 RW

SharpLink Gaming Ltd. 333 Washington Avenue North, Suite 104 Minneapolis, Minnesota 55401 (612) 293-0619 February 13, 2024

SharpLink Gaming Ltd. 333 Washington Avenue North, Suite 104 Minneapolis, Minnesota 55401 (612) 293-0619 February 13, 2024 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: SharpLink Gaming Ltd. Registration Statement Filed on September 22, 2023 File Number: 333-274659 Ladies and Gentlemen: Pursuant to Rule 477 under the Se

February 13, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): February 13, 2024 SHARPLINK GAMING LTD. (Exact name of registrant as specified in charter) Israel 000-28950 98-1657258 (State of Incorporation) (Commission File Number) (IRS Employer Ide

February 13, 2024 EX-99.25

EX-99.25

Form 25

February 13, 2024 EX-99.1

SharpLink Gaming Ltd. Completes Domestication Merger with SharpLink Gaming, Inc.

Exhibit 99.1 SharpLink Gaming Ltd. Completes Domestication Merger with SharpLink Gaming, Inc. MINNEAPOLIS – (GLOBE NEWSWIRE) – February 13, 2024 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink Israel”) today announced that effective today, February 13, 2024, SharpLink Israel has completed its previously announced change of jurisdiction of incorporation from Israel to the State of Delaware throu

February 8, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): February 7, 2024 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Pr

February 8, 2024 EX-99.1

SharpLink Gaming Regains Full Compliance with Nasdaq Continued Listing Standards

Exhibit 99.1 SharpLink Gaming Regains Full Compliance with Nasdaq Continued Listing Standards MINNEAPOLIS – (GLOBE NEWSWIRE) – February 8, 2024 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink” or the “Company”) today announced that it received formal notification from the Nasdaq Stock Market (“Nasdaq”) that its deficiency under Listing rule 5550(b) has been cured, and that the Company is back i

February 2, 2024 EX-99.1

Israel Tax Authority Professional Unit Reorganizations Department

Exhibit 99.1 Israel Tax Authority Professional Unit Reorganizations Department 7 Shevat 5784 January 21, 2024 Application No.: To: Vered Kirshner, CPA Kesselman & Kesselman, CPAs Dear Madam, Re: Acquisition of Shares of SharpLink Gaming Ltd., No. 520042904 from Shareholders Among the Interested-Public as Defined in this Tax Ruling - In Accordance with the Provisions of Section 104H of the Income T

February 2, 2024 EX-99.2

Declaration of Status for Israeli Income Tax Purposes (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the SEC on February 2, 2024)

Exhibit 99.2

February 2, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): January 17, 2024 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Pr

January 30, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): January 30, 2024 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Pr

January 24, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): January 18, 2024 SHARPLINK GAMING LT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): January 18, 2024 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Pr

January 24, 2024 EX-99.1

SharpLink Gaming Sells Fantasy Sports and Sports Game Development Business Units to RSports Interactive

Exhibit 99.1 SharpLink Gaming Sells Fantasy Sports and Sports Game Development Business Units to RSports Interactive MINNEAPOLIS – (GLOBE NEWSWIRE) – January 23, 2024 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink” or the “Company”) today announced that on January 18, 2024, the Company entered into an agreement to sell all of the issued and outstanding shares of common stock or membership inte

January 24, 2024 EX-10.2

POST CLOSING COVENANT AGREEMENT

Exhibit 10.2 POST CLOSING COVENANT AGREEMENT THIS POST CLOSING COVENANT AGREEMENT, (this “Agreement”), dated as of January 18, 2024, is entered into between SharpLink Gaming Ltd., an Israeli limited company, (“Seller”); and RSports Interactive, Inc., a Minnesota corporation, (“Buyer”). RECITALS WHEREAS, Seller and Buyer are certain parties to a Purchase Agreement, dated as of January 18, 2024 (the

January 24, 2024 EX-10.3

EX-10.3

Exhibit 10.3

January 24, 2024 EX-10.1

PURCHASE AGREEMENT SharpLink Gaming Ltd., SLG 1 Holdings, LLC, & SHGN Acquisition Corp. RSports Interactive, Inc. dated as of January 18, 2024 TABLE OF CONTENTS

EXHIBIT 10.1 PURCHASE AGREEMENT between SharpLink Gaming Ltd., SLG 1 Holdings, LLC, & SHGN Acquisition Corp. and RSports Interactive, Inc. dated as of January 18, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS 6 ARTICLE II PURCHASE AND SALE 12 Section 2.01 Purchase and Sale. 12 Section 2.02 Purchase Price. 12 Section 2.03 Transactions to be Effected at the Closing. 13 Section 2.04 Closing. 13 ARTICL

January 24, 2024 EX-10.4

SETTLEMENT AGREEMENT

Exhibit 10.4 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Settlement Agreement”), dated as of January 19, 2024, is made by and between SharpLink Gaming Ltd. (“SharpLink”) and Alpha Capital Anstalt (“Alpha”). Each of SharpLink and Alpha are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined herein shall have t

December 12, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): November 28, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (P

December 6, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): December 6, 2023 SHARPLINK GAMING LT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): December 6, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Pr

December 6, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): December 6, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Pr

November 29, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): November 29, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (P

November 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): November 21, 2023 SHARPLINK GAMING L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): November 21, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (P

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-28950 SHARP

October 25, 2023 EX-3.2

Amended Memorandum of Association, dated October 24, 2023 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on October 25, 2023)

EXHIBIT 3.2 THE COMPANIES ORDINANCE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION 1. The name of the Company is: SHARPLINK GAMING LTD. 2. The objects for which the Company is formed are: A. To be of a capacity to exercise all legal acts which are legitimate according to the law in connection with any right or obligation of arty kind and nature. B. To found, establish, hold, Initiate, buy, se

October 25, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): October 24, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Pr

October 25, 2023 EX-3.1

Amended and Restated Articles of Association of SharpLink Gaming, Ltd., dated October 24, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 25, 2023)

Exhibit 3.1 THE COMPANIES LAW A COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF SHARPLINK GAMING LTD. As amended through October 24, 2023 I. PRELIMINARY 1. Interpretation 1.1. In these Articles the following terms shall bear the meaning ascribed to them below: “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or

October 25, 2023 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t

October 17, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): October 17, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Pr

October 6, 2023 S-1/A

As filed with the United States Securities and Exchange Commission on October 6, 2023

As filed with the United States Securities and Exchange Commission on October 6, 2023 Registration No.

October 6, 2023 EX-4.7

Form of Ordinary Warrant (incorporated by reference to Exhibit 4.7 to the Registration Statement on Amendment No. 1 to Form S-1 filed with the SEC on October 6, 2023)

Exhibit 4.7 ORDINARY SHARES PURCHASE WARRANT SHARPLINK GAMING LTD. Warrant Shares: Issue Date: [●], 2023 THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after [●], 2023 (the “Initial Exerci

October 6, 2023 EX-10.39

Form of Securities Purchase Agreement

Exhibit 10.39 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2023, between SharpLink Gaming Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms

October 6, 2023 EX-4.6

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.6 to the Registration Statement on Amendment No. 1 to Form S-1 filed with the SEC on October 6, 2023)

Exhibit 4.6 PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES OF SHARPLINK GAMING LTD. Warrant Shares: Issue Date: [●], 2023 THIS PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after [

October 6, 2023 EX-4.8

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.8 to the Registration Statement on Amendment No. 1 to Form S-1 filed with the SEC on October 6, 2023)

Exhibit 4.8 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE INITIAL EXERCIS

October 6, 2023 EX-1.1

Form of Placement Agent Agreement (incorporated by reference to Exhibit 1.1 to the Registration Statement on Amendment No. 1 to Form S-1 filed with the SEC on October 6, 2023)

Exhibit 1.1 [], 2023 SharpLink Gaming Ltd. 333 Washington Avenue North, Suite 104 Minneapolis, Minnesota, 55401 Dear []: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as the sole placement agent, and SharpLink Gaming Ltd., a company organized under the laws of Israel (the “Company”), the parties hereb

October 5, 2023 EX-2.2

Amendment No. 1 to Agreement and Plan of Merger, dated July 24, 2023, by and among SharpLink Gaming Ltd., SharpLink Gaming, Inc., and SharpLink Merger Sub Ltd. (incorporated by reference to Exhibit 2.2 to SharpLink Gaming, Inc.’s Registration Statement on Form S-4/A filed with the SEC on October 4, 2023)

Exhibit 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER, dated June 14, 2023 (the “Agreement”), is made and entered into as of July 24, 2023, by and among SharpLink Gaming Ltd., an Israeli limited company (“SharpLink Israel”), SharpLink Gaming, Inc., a Delaware corporation and wholly-owned subsidiary of SharpLink Israe

October 5, 2023 S-4/A

As filed with the U.S. Securities and Exchange Commission on October 4, 2023

As filed with the U.S. Securities and Exchange Commission on October 4, 2023 Registration No. 333-272655 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SharpLink Gaming, Inc.* (Exact name of registrant as specified in its charter) Delaware 7999 87-4752260 (State or other jurisdiction of inc

October 5, 2023 EX-3.6

Form of Certificate of Designation of the Series B Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share

Exhibit 3.6 SHARPLINK GAMING, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE General Corporation Law The undersigned, Rob Phythian, does hereby certify that: 1. He is the Chief Executive Officer of SharpLink Gaming, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is authorized to issue

October 5, 2023 EX-99.1

Form of Proxy Card

Exhibit 99.1 SHARPLINK GAMING LTD. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Robert DeLucia, Chief Financial Officer of the undersigned, and Rob Phythian, Chief Executive Officer of the undersigned, or either of them, for and in the name(s) of the undersigned, with full power of substitution and revocation to vote any and all ordinary shares, par v

October 5, 2023 EX-3.5

Form of Certificate of Designation of the Series A-1 Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share

Exhibit 3.5 SHARPLINK GAMING, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE General Corporation Law The undersigned, Rob Phythian, does hereby certify that: 1. He is the Chief Executive Officer of SharpLink Gaming, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is authorized to issu

October 5, 2023 EX-4.5

Common Stock Purchase Warrant of SportsHub Games Network, Inc., dated October 29, 2018

Exhibit 4.5 THE SECURITIES REPRESENTED BY THIS WARRANT OR ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUC

October 5, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-4 (Form Type) SharpLink Gaming, Inc.

October 5, 2023 EX-10.6

SportsHub Games Network, Inc. 2018 Equity Incentive Plan

Exhibit 10.6 SPORTSHUB GAME NETWORK, INC. 2018 STOCK INCENTIVE PLAN Adopted December, 2018 Table of Contents Page 1. Purpose of Plan. 1 2. Definitions. 1 3. Effective Date and Duration of the Plan. 4 4. Shares Available for Issuance. 4 4.1 Maximum Number of Shares Available 4 4.2 Accounting for Incentive Awards 4 4.3 Adjustments to Shares and Incentive Awards 4 5. Plan Administration. 5 5.1 The Co

October 2, 2023 424B3

SHARPLINK GAMING LTD. 266,667 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272652 PROSPECTUS SHARPLINK GAMING LTD. 266,667 Ordinary Shares This prospectus relates to the resale by the selling shareholder (the “Selling Shareholder”), identified on page 12 of this prospectus, of up to 266,667 ordinary shares (the “Registrable Shares”), nominal value NIS 0.60 per share (the “Ordinary Shares”), issuable upon exercise of 2

September 29, 2023 CORRESP

SHARPLINK GAMING LTD. 333 Washington Avenue North Suite 104 Minneapolis, Minnesota 55401

SHARPLINK GAMING LTD. 333 Washington Avenue North Suite 104 Minneapolis, Minnesota 55401 September 29, 2023 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Alexandra Barone Re: SharpLink Gaming Ltd. Registration Statement on Form S-1 File No. 333- 272652 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under

September 28, 2023 S-1/A

As filed with the United States Securities and Exchange Commission on September 28, 2023

As filed with the United States Securities and Exchange Commission on September 28, 2023 Registration No.

September 27, 2023 424B3

SharpLink Gaming Ltd.

Prospectus Supplement No. 5 Filed pursuant to Rule 424(b)(3) (To Prospectus dated May 10, 2023) Registration Statement No. 333-271396 SharpLink Gaming Ltd. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-271396). Capitalized terms used in this prospect

September 26, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t

September 22, 2023 EX-4.5

Common Stock Purchase Warrant of SportsHub Games Network, Inc., dated October 29, 2018 (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-1 filed with the SEC on September 22, 2023)

Exhibit 4.5 THE SECURITIES REPRESENTED BY THIS WARRANT OR ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUC

September 22, 2023 S-1

As filed with the United States Securities and Exchange Commission on September 22, 2023

As filed with the United States Securities and Exchange Commission on September 22, 2023 Registration No.

September 22, 2023 EX-10.6

SportsHub Games Network, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.6+ to the Registration Statement on Form S-1 filed with the SEC on September 22, 2023)

Exhibit 10.6 SPORTSHUB GAME NETWORK, INC. 2018 STOCK INCENTIVE PLAN Adopted December, 2018 Table of Contents Page 1. Purpose of Plan. 1 2. Definitions. 1 3. Effective Date and Duration of the Plan. 4 4. Shares Available for Issuance. 4 4.1 Maximum Number of Shares Available 4 4.2 Accounting for Incentive Awards 4 4.3 Adjustments to Shares and Incentive Awards 4 5. Plan Administration. 5 5.1 The Co

September 22, 2023 EX-4.3

MTS Warrant issued to Roy Hess for 58,334 Ordinary Shares of SharpLink Gaming Ltd.

Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION

September 22, 2023 EX-4.4

MTS Warrant issued to Roy Hess for 25,000 Ordinary Shares of SharpLink Gaming Ltd.

Exhibit 4.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION

September 22, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SharpLink Gaming Ltd.

September 22, 2023 EX-2.2

Amendment No. 1 to Agreement and Plan of Merger, dated July 24, 2023, by and among SharpLink Gaming Ltd., SharpLink Gaming, Inc., and SharpLink Merger Sub Ltd. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1 filed with the SEC on September 22, 2023).

Exhibit 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER, dated June 14, 2023 (the “Agreement”), is made and entered into as of July 19, 2023, by and among SharpLink Gaming Ltd., an Israeli limited company (“SharpLink Israel”), SharpLink Gaming, Inc., a Delaware corporation and wholly-owned subsidiary of SharpLink Israe

September 14, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of t

September 8, 2023 EX-99.1

SportsHub Games Network, Inc. and Subsidiaries Consolidated Financial Statements September 30, 2022 and December 31, 2021 and For the Nine Months Ended September 30, 2022 and 2021 SportsHub Games Networks, Inc. Table of Contents

Exhibit 99.1 SportsHub Games Network, Inc. and Subsidiaries Consolidated Financial Statements September 30, 2022 and December 31, 2021 and For the Nine Months Ended September 30, 2022 and 2021 SportsHub Games Networks, Inc. Table of Contents Independent Accountant’s Review Report 1 Consolidated Financial Statements Consolidated Balance Sheets (unaudited) 2 Consolidated Statements of Operations (un

September 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): September 8, 2023 SHARPLINK GAMING L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): September 8, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd. (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Pr

September 8, 2023 EX-99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act, as amended, and should be read in conjunction with the accompanying notes. The unaudited pro forma combined financial information is presented to provide relevant information necessary for

August 16, 2023 CORRESP

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 August 16, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Inessa Kessman and Robert Littlepage Re: SharpLink Gaming Ltd. Form 10-K for the Fiscal Year Ended December 31, 2022 Response filed July 28, 2023 Fi

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-28950 SHARPLINK

August 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): August 3, 2023 SHARPLINK GAMING LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): August 3, 2023 SHARPLINK GAMING LTD. (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Primary Standard Industrial Classification Code N

July 28, 2023 CORRESP

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 July 28, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Inessa Kessman and Robert Littlepage Re: SharpLink Gaming Ltd. Form 10-K for the Fiscal Year Ended December 31, 2022 Response filed July 14, 2023 File

July 17, 2023 424B3

SharpLink Gaming Ltd.

Prospectus Supplement No. 4 Filed pursuant to Rule 424(b)(3) (To Prospectus dated May 10, 2023) Registration Statement No. 333-271396 SharpLink Gaming Ltd. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-271396). Capitalized terms used in this prospect

July 14, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

July 13, 2023 CORRESP

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 July 14, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Inessa Kessman and Robert Littlepage Re: SharpLink Gaming Ltd. Form 10-K for the Fiscal Year Ended December 31, 2022 File No. 000-28950 Dear Ms. Kessm

July 5, 2023 424B3

SharpLink Gaming Ltd.

Prospectus Supplement No. 3 Filed pursuant to Rule 424(b)(3) (To Prospectus dated May 10, 2023) Registration Statement No. 333-271396 SharpLink Gaming Ltd. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-271396). Capitalized terms used in this prospect

June 21, 2023 424B3

SharpLink Gaming Ltd.

Prospectus Supplement No. 2 Filed pursuant to Rule 424(b)(3) (To Prospectus dated May 10, 2023) Registration Statement No. 333-271396 SharpLink Gaming Ltd. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-271396). Capitalized terms used in this prospect

June 21, 2023 EX-2.1

Agreement and Plan of Merger, dated June 14, 2023, by and among SharpLink Gaming Ltd., SharpLink Gaming, Inc., and SharpLink Merger Sub Ltd.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 14, 2023, by and among SharpLink Gaming Ltd., an Israeli limited company (“SharpLink Israel”), SharpLink Gaming, Inc., a Delaware corporation and wholly-owned subsidiary of SharpLink Israel (“SharpLink US”), and SharpLink Merger Sub Ltd., an Israeli limited company and

June 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): June 14, 2023 SHARPLINK GAMING LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): June 14, 2023 SHARPLINK GAMING LTD. (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Primary Standard Industrial Classification Code Nu

June 21, 2023 EX-2.1

Agreement and Plan of Merger, dated June 14, 2023, by and among SharpLink Gaming Ltd., SharpLink Gaming, Inc., and SharpLink Merger Sub Ltd.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 14, 2023, by and among SharpLink Gaming Ltd., an Israeli limited company (“SharpLink Israel”), SharpLink Gaming, Inc., a Delaware corporation and wholly-owned subsidiary of SharpLink Israel (“SharpLink US”), and SharpLink Merger Sub Ltd., an Israeli limited company and

June 21, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): June 14, 2023 SHARPLINK GAMING LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): June 14, 2023 SHARPLINK GAMING LTD. (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Primary Standard Industrial Classification Code Nu

June 15, 2023 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries of SharpLink Gaming, Inc. At the Closing of the Domestication Merger Subsidiary Jurisdiction of Incorporation SharpLink Gaming Ltd. Israel FourCubed Acquisition Company, LLC Delaware FPSVHoldings Ltd. Israel Holdings Quin, LLC Delaware Jarga BV Netherlands LeagueSafe Management, LLC Minnesota Management and Investment Company Bohera B.V. Netherlands Mer Fifth Aven

June 15, 2023 EX-99.1

Form of Proxy Card

Exhibit 99.1 SHARPLINK GAMING LTD. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Robert DeLucia, Chief Financial Officer of the undersigned, and Rob Phythian, Chief Executive Officer of the undersigned, or either of them, for and in the name(s) of the undersigned, with full power of substitution and revocation to vote any and all ordinary shares, par v

June 15, 2023 EX-3.3

Certificate of Incorporation of SharpLink Gaming, Inc.

EX-3.3 2 ex3-3.htm Exhibit 3.3 CERTIFICATE OF INCORPORATION OF SHARPLINK GAMING, INC. The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the Delaware General Corporation Law, as amended (the “DGCL”), hereby adopts the following Certificate of Incorporation: ARTICLE 1 NAME The name of the corporation is SharpLink Gaming, Inc. (the “Company”). ARTICLE

June 15, 2023 S-4

As filed with the U.S. Securities and Exchange Commission on June 14, 2023

As filed with the U.S. Securities and Exchange Commission on June 14, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SharpLink Gaming, Inc.* (Exact name of registrant as specified in its charter) Delaware 7999 87-4752260 (State or other jurisdiction of incorporation or organization)

June 15, 2023 EX-4.4

MTS Warrant issued to Roy Hess for 25,000 Ordinary Shares of SharpLink Gaming Ltd. (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-4 filed with the SEC on June 15, 2023)

Exhibit 4.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION

June 15, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-4 (Form Type) SharpLink Gaming, Inc.

June 15, 2023 EX-4.3

MTS Warrant issued to Roy Hess for 58,334 Ordinary Shares of SharpLink Gaming Ltd.

Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION

June 14, 2023 S-1

As filed with the United States Securities and Exchange Commission on June 14, 2023

As filed with the United States Securities and Exchange Commission on June 14, 2023 Registration No.

June 14, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SharpLink Gaming Ltd.

June 1, 2023 424B3

SharpLink Gaming Ltd.

Prospectus Supplement No. 1 Filed pursuant to Rule 424(b)(3) (To Prospectus dated May 10, 2023) Registration Statement No. 333-271396 SharpLink Gaming Ltd. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-271396). Capitalized terms used in this prospect

May 26, 2023 EX-3.1

Second Amended and Restated Articles of Association of SharpLink Gaming Ltd. (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on May 26, 2023)

Exhibit 3.1 THE COMPANIES LAW A COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED ARTICLES of Association OF SHARPLINK GAMING LTD. As amended through May 25, 2023 I. PRELIMINARY 1. Interpretation 1.1. In these Articles the following terms shall bear the meaning ascribed to them below: “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is c

May 26, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): May 23, 2023 SHARPLINK GAMING LTD. (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Primary Standard Industrial Classification Code Num

May 26, 2023 EX-99.1

SharpLink Gaming Announces Results of 2023 Annual General Meeting of Shareholders

Exhibit 99.1 SharpLink Gaming Announces Results of 2023 Annual General Meeting of Shareholders MINNEAPOLIS – (ACCESSWIRE) – May 26, 2023 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink” or the “Company”), a pioneer of targeted conversion solutions for the U.S. sports betting and iGaming industries, today announced the following resolutions were adopted at the 2023 Annual General Meeting of Shar

May 26, 2023 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): May 25, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd. (Exact name of registrant as specified in charter) Israel 7999 98-1657258 (State of Incorporation) (Primary

May 16, 2023 10-Q

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-28950 SHARPLINK

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-28950 CUSIP Number: M8273L110 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

May 12, 2023 424B3

2,798,467 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 271396 2,798,467 Ordinary Shares This prospectus relates to the resale by a selling shareholder (the “Selling Shareholder”), identified on page 10 of this prospectus, of up to 2,798,467 ordinary shares (the “Registrable Shares”), nominal value NIS 0.60 per share (the “Ordinary Shares”). The Underlying Shares consist of: (i) 1,580,006 Ordinary

May 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): May 5, 2023 SHARPLINK GAMING LTD. (f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): May 5, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 9200 98-1657258 (State of Incorporation) (Primary

May 9, 2023 CORRESP

SharpLink Gaming Ltd. 333 Washington Avenue North, Suite 104 Minneapolis, Minnesota 55402 (612) 293-0619 May 9, 20223

SharpLink Gaming Ltd. 333 Washington Avenue North, Suite 104 Minneapolis, Minnesota 55402 (612) 293-0619 May 9, 20223 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: SharpLink Gaming Ltd. (the “Company”) Registration Statement on Form S-1 File Number: 333-271396 Ladies and Gentlemen: The Company hereby requests, pursuant

May 8, 2023 EX-10.7

Employment Agreement by and between SharpLink Gaming Ltd. and Bob DeLucia, dated August 16, 2022 (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1/A filed with the SEC on May 8, 2023)

EXHIBIT 10.7 August 16, 2022 Mr. Robert M. DeLucia, CPA 5623 NW 60th Street Kansas City, Missouri 64151 Re: Offer of Employment – Chief Financial Officer Dear Bob: SharpLink Gaming Ltd. and its subsidiaries (“SharpLink” or the “Company”) are pleased to offer you a position as Chief Financial Officer with our Company pursuant to the following terms and conditions of employment. You shall commence e

May 8, 2023 S-1/A

As filed with the United States Securities and Exchange Commission on May 8, 2023

As filed with the United States Securities and Exchange Commission on May 8, 2023 Registration No.

May 8, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SharpLink Gaming Ltd.

April 26, 2023 EX-99.1

SHARPLINK GAMING ANNOUNCES REVERSE STOCK SPLIT Company Aiming to Regain Compliance with Nasdaq’s Continued Listing Requirements

EXHIBIT 99.1 SHARPLINK GAMING ANNOUNCES REVERSE STOCK SPLIT Company Aiming to Regain Compliance with Nasdaq’s Continued Listing Requirements MINNEAPOLIS – (GLOBE NEWSWIRE) – April 25, 2023 – SharpLink Gaming Ltd. (Nasdaq:SBET) (“SharpLink” or the “Company”), a pioneer of game-changing technological solutions and experienced-based services for the U.S. online sports betting industry, today announce

April 26, 2023 LETTER

LETTER

United States securities and exchange commission logo April 26, 2023 Rob Phythian Chief Executive Officer SharpLink Gaming Ltd.

April 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): April 25, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): April 25, 2023 SHARPLINK GAMING LTD. (Exact name of registrant as specified in charter) Israel 9200 98-1657258 (State of Incorporation) (Primary Standard Industrial Classification Code N

April 25, 2023 DEF 14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 21, 2023 S-1

Power of attorney

As filed with the United States Securities and Exchange Commission on April 21, 2023 Registration No.

April 21, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SharpLink Gaming Ltd.

April 14, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 5, 2023 EX-2.4

Description of the rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934

EXHIBIT 2.4 DESCRIPTION OF RIGHTS OF SECURITIES The authorized capital stock of SharpLink Gaming Ltd. (the “Company,” “we” or “us”) consists of 92,900,000 Ordinary Shares, 800,000 Preferred A Shares, 2,600,000 Preferred A-1 Shares and 3,700,000 Preferred B Shares, nominal value NIS 0.06 each. Ordinary Shares As of March 30,2023, we have issued and outstanding 26,881,144 Ordinary Shares. Our Ordina

April 5, 2023 EX-21.1

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed to the SEC on April 5, 2023)

EXHIBIT 21.1 List of Subsidiaries As of March 30, 2023 Subsidiary Jurisdiction of Incorporation FourCubed Acquisition Company, LLC Delaware FPSVHoldings Ltd. Israel Holdings Quin, LLC Delaware Jarga BV Netherlands LeagueSafe Management, LLC Minnesota Management and Investment Company Bohera B.V. Netherlands MTS Asia Ltd. Hong Kong SharpLink, Inc. Minnesota SHGN Acquisition Corp. Delaware SLG1Holdi

April 5, 2023 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1025561 SHARPLINK GA

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-28950 CUSIP Number: M8273L 102 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

February 17, 2023 EX-10.16

Security Agreement, dated March 27, 2020, executed by SportsHub Games Network, Inc. (incorporated herein by reference to Exhibit 10.16 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.16 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), is made as of this 27th day of March, 2020, by SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Debtor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Secured Party”). In order to secure the obligations of the Debtor to the Secured Party under and pursuant to that certain Revolving Credit Ag

February 17, 2023 EX-10.6

Amendment Agreement, dated November 4, 2021, by and between SportsHub Games Network, Inc., LeagueSafe Management, LLC, Virtual Fantasy Games Acquisition, LLC, Rob Phythian, Chris Nicholas and Platinum Bank (incorporated herein by reference to Exhibit 10.6 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.6 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of the 4th day of November, 2021, by and between SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Borrower”), LEAGUESAFE MANAGEMENT, LLC, a Minnesota limited liability company, and VIRTUAL FANTASY GAMES ACQUISITION, LLC, a Minnesota limited liability company (collectively, the “Compa

February 17, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): February 16, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): February 16, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 9200 98-1657258 (State

February 17, 2023 EX-10.14

Consent, Assumption and Third Amendment Agreement, dated February 13, 2023, by and between SHGN Acquisition Corp., LeagueSafe Management, LLC, Virtual Fantasy Games Acquisition, LLC and Platinum Bank (incorporated herein by reference to Exhibit 10.14 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.14 CONSENT, ASSUMPTION AND THIRD AMENDMENT AGREEMENT THIS CONSENT, ASSUMPTION AND THIRD AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and between SHGN ACQUISITION CORP., a Delaware corporation (the “New Borrower”) as successor by merger to SportsHub Games Network, Inc. (the “Existing Borrower”), LEAGUESAFE MANAGEMENT, LLC, a Minnesota limite

February 17, 2023 EX-10.15

Amended and Restated Promissory Note executed by SHGN Acquisition Corp., dated February 13, 2023 (incorporated herein by reference to Exhibit 10.15 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.15 AMENDED AND RESTATED REVOLVING PROMISSORY NOTE $5,000,000.00 February 13, 2023 Plymouth, Minnesota FOR VALUE RECEIVED, the undersigned, SHGN ACQUISITION CORP., a Delaware corporation (successor by merger to SportsHub Games Network, Inc.) (the “Borrower”), hereby promises to pay to the order of PLATINUM BANK, a Minnesota banking corporation (“Lender”), or its assigns, the principal su

February 17, 2023 EX-10.8

Amended and Restated Term Promissory Note, dated February 13, 2023, executed by SHGN Acquisition Corp. (incorporated herein by reference to Exhibit 10.8 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.8 AMENDED AND RESTATED TERM PROMISSORY NOTE $1,267,199.23 February 13, 2023 Plymouth, Minnesota FOR VALUE RECEIVED, the undersigned, SHGN ACQUISITION CORP., a Delaware corporation (successor by merger to SportsHub Games Network, Inc.) (the “Borrower”), hereby promises to pay to the order of PLATINUM BANK, a Minnesota banking corporation (the “Lender”), or its assigns, the principal sum

February 17, 2023 EX-10.18

Third Party Security Agreement, dated March 27, 2020, executed by Virtual Fantasy Games Acquisition, LLC (incorporated herein by reference to Exhibit 10.18 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.18 THIRD PARTY SECURITY AGREEMENT THIS THIRD PARTY SECURITY AGREEMENT (this “Agreement”), is made as of this 27th day of March, 2020, by VIRTUAL FANTASY GAMES ACQUISITION, LLC, a Minnesota limited liability company (the “Debtor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Secured Party”). In order to secure the obligations of SportsHub Games Network, Inc., a Delaw

February 17, 2023 EX-10.2

Revolving Promissory Note, dated February 13, 2023, executed by SharpLink, Inc. (incorporated herein by reference to Exhibit 10.2 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.2 REVOLVING PROMISSORY NOTE $7,000,000.00 February 13, 2023 Plymouth, Minnesota FOR VALUE RECEIVED, the undersigned, SHARPLINK, INC., a Minnesota corporation (“Borrower”), hereby promises to pay to the order of PLATINUM BANK, a Minnesota banking corporation (“Lender”), or its assigns, the principal sum of SEVEN MILLION AND NO/100THS DOLLARS ($7,000,000.00), or so much thereof as has bee

February 17, 2023 EX-10.11

Amended and Restated Deposit Account Pledge Agreement, dated February 13, 2023, executed by SHGN Acquisition Corp. (incorporated herein by reference to Exhibit 10.11 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.11 AMENDED AND RESTATED DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT THIS AMENDED AND RESTATED DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT (this “Agreement”) is made as of the 13th day of February, 2023, by SHGN ACQUISITION CORP., a Delaware corporation (successor by merger to SportsHub Games Network, Inc.) (the “Pledgor”), in favor of PLATINUM BANK, a Minnesota banking corporation (th

February 17, 2023 EX-10.10

Third Party Security Agreement, dated as of June 9, 2020, executed by Virtual Fantasy Games Acquisition, LLC (incorporated herein by reference to Exhibit 10.10 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.10 THIRD PARTY SECURITY AGREEMENT THIS THIRD PARTY SECURITY AGREEMENT (this “Agreement”), is made as of this 9th day of June, 2020, by VIRTUAL FANTASY GAMES ACQUISITION, LLC, a Minnesota limited liability company (the “Debtor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Secured Party”). In order to secure the obligations of SportsHub Games Network, Inc., a Delawar

February 17, 2023 EX-10.9

Security Agreement, dated June 9, 2020, executed by SHGN Acquisition Corp. (incorporated herein by reference to Exhibit 10.9 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.9 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), is made as of this 9th day of June, 2020, by SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Debtor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Secured Party”). In order to secure the obligations of the Debtor to the Secured Party under and pursuant to that certain Term Loan Agreement of

February 17, 2023 EX-10.4

Form of Company Guaranty, dated February 13, 2023, issued by SHGN Acquisition Corp., SLG 1 Holdings LLC and SLG 2 Holdings LLC (incorporated herein by reference to Exhibit 10.4 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.4 COMPANY GUARANTY BY SHGN ACQUISITION CORP./ SLG 1 HOLDINGS LLC/ SLG 2 HOLDINGS LLC TO PLATINUM BANK Dated: February 13, 2023 This instrument was drafted by: WINTHROP & WEINSTINE, P.A. South Sixth Street, Suite 3500 Minneapolis, Minnesota 55402 1 COMPANY GUARANTY In consideration of and in order to induce PLATINUM BANK, a Minnesota banking corporation, with a banking house located in P

February 17, 2023 EX-10.12

Revolving Credit Agreement, dated March 27, 2020, by and between SportsHub Games Network, Inc. and Platinum Bank (incorporated herein by reference to Exhibit 10.12 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.12

February 17, 2023 EX-10.7

Consent, Assumption and Second Amendment Agreement, dated February 13, 2023, by and between SHGN Acquisition Corp., LeagueSafe Management, LLC, Virtual Fantasy Games Acquisition, LLC and Platinum Bank (incorporated herein by reference to Exhibit 10.7 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.7 CONSENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT THIS CONSENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and between SHGN ACQUISITION CORP., a Delaware corporation (the “New Borrower”) as successor by merger to SportsHub Games Network, Inc. (the “Existing Borrower”), LEAGUESAFE MANAGEMENT, LLC, a Minnesota limit

February 17, 2023 EX-10.5

Term Loan Agreement, dated June 9, 2020, by and between SportsHub Games Network, Inc. and Platinum Bank (incorporated herein by reference to Exhibit 10.5 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.5 TERM LOAN AGREEMENT THIS TERM LOAN AGREEMENT (this “Agreement”) is made as of the 9th day of June, 2020, by and between SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Borrower”), and PLATINUM BANK, a Minnesota banking corporation (the “Lender”). WITNESSETH : WHEREAS, the Borrower has requested the Lender to extend a multiple advance term loan in the original principal amo

February 17, 2023 EX-10.1

Revolving Credit Agreement, dated February 13, 2023, by and between SharpLink, Inc. and Platinum Bank (incorporated herein by reference to Exhibit 10.1 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.1 REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made as of the 13th day of February, 2023, by and between SHARPLINK, INC., a Minnesota corporation (the “Borrower”), and PLATINUM BANK, a Minnesota banking corporation (the “Lender”). WITNESSETH : WHEREAS, the Borrower has requested the Lender to extend a revolving line of credit in the original principal

February 17, 2023 EX-4.1

Common Stock Purchase Warrant for 8,800,000 shares in favor of Alpha Capital Anstalt, dated February 15, 2023 (incorporated by reference to Exhibit 4.1 to Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 4.1 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

February 17, 2023 EX-10.17

Security Agreement, dated March 27, 2020, by and between LeagueSafe Management, LLC and SportsHub Games Network, Inc. (incorporated herein by reference to Exhibit 10.17 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.17 SECURITY AGREEMENT March 20, 2020 DEBTOR: SECURED PARTY: SportsHub Games Network, Inc. 323 Washington Ave N, Suite 320 Minneapolis, MN 55401 LeagueSafe Management, LLC 323Washington Ave N, Suite 320 Minneapolis, MN 55401 1. Security Interest and Collateral. To secure the payment and performance of each and every debt, liability and obligation of every type and description that Debtor

February 17, 2023 EX-10.3

Deposit Account Pledge And Control Agreement, dated February 13, 2023, by and between SHGN Acquisition Corp. and Platinum Bank (incorporated herein by reference to Exhibit 10.3 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.3 DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT THIS PLEDGE AGREEMENT (this “Agreement”) is made as of the 13th day of February, 2023, by SHGN ACQUISITION CORP., a Delaware corporation (the “Pledgor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Lender”). RECITALS: WHEREAS, the Lender and SHARPLINK, INC., a Minnesota corporation (the “Borrower”) are parties to that c

February 17, 2023 EX-10.13

Second Amendment Agreement, dated November 4, 2021, by and between SportsHub Games Network, Inc., LeagueSafe Management, LLC, Virtual Fantasy Games Acquisition, LLC and Platinum Bank (incorporated herein by reference to Exhibit 10.13 to the Report on Form 8-K/A filed with the SEC on February 17, 2023)

EXHIBIT 10.13 SECOND AMENDMENT AGREEMENT THIS SECOND AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of the day of November, 2021, by and between SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Borrower”), LEAGUESAFE MANAGEMENT, LLC, a Minnesota limited liability company (“LeagueSafe”), and VIRTUAL FANTASY GAMES ACQUISITION, LLC, a Minnesota limited liability company

February 16, 2023 EX-10.3

DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT

EX-10.3 5 sbetex103.htm DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT EXHIBIT 10.3 DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT THIS PLEDGE AGREEMENT (this “Agreement”) is made as of the 13th day of February, 2023, by SHGN ACQUISITION CORP., a Delaware corporation (the “Pledgor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Lender”). RECITALS: WHEREAS, the Lender and SHARPLINK,

February 16, 2023 EX-10.10

THIRD PARTY SECURITY AGREEMENT

EX-10.10 12 sbetex1010.htm THIRD PARTY SECURITY AGREEMENT EXHIBIT 10.10 THIRD PARTY SECURITY AGREEMENT THIS THIRD PARTY SECURITY AGREEMENT (this “Agreement”), is made as of this 9th day of June, 2020, by VIRTUAL FANTASY GAMES ACQUISITION, LLC, a Minnesota limited liability company (the “Debtor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Secured Party”). In order to secure t

February 16, 2023 EX-10.16

SECURITY AGREEMENT

EX-10.16 18 sbetex1016.htm SECURITY AGREEMENT EXHIBIT 10.16 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), is made as of this 27th day of March, 2020, by SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Debtor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Secured Party”). In order to secure the obligations of the Debtor to the Secured Party under an

February 16, 2023 EX-10.12

EX-10.12

EX-10.12 14 sbetex1012.htm REVOLVING CREDIT AGREEMENT EXHIBIT 10.12

February 16, 2023 EX-10.9

SECURITY AGREEMENT

EX-10.9 11 sbetex109.htm SECURITY AGREEMENT EXHIBIT 10.9 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), is made as of this 9th day of June, 2020, by SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Debtor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Secured Party”). In order to secure the obligations of the Debtor to the Secured Party under and pur

February 16, 2023 EX-10.17

SECURITY AGREEMENT March 20, 2020

EX-10.17 19 sbetex1017.htm SECURITY AGREEMENT EXHIBIT 10.17 SECURITY AGREEMENT March 20, 2020 DEBTOR: SECURED PARTY: SportsHub Games Network, Inc. 323 Washington Ave N, Suite 320 Minneapolis, MN 55401 LeagueSafe Management, LLC 323Washington Ave N, Suite 320 Minneapolis, MN 55401 1. Security Interest and Collateral. To secure the payment and performance of each and every debt, liability and obliga

February 16, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): February 13, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 9200 98-1657258 (State of Incorporation) (P

February 16, 2023 EX-10.13

SECOND AMENDMENT AGREEMENT

EX-10.13 15 sbetex1013.htm SECOND AMENDMENT AGREEMENT EXHIBIT 10.13 SECOND AMENDMENT AGREEMENT THIS SECOND AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of the day of November, 2021, by and between SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Borrower”), LEAGUESAFE MANAGEMENT, LLC, a Minnesota limited liability company (“LeagueSafe”), and VIRTUAL FANTASY GAMES A

February 16, 2023 EX-10.11

AMENDED AND RESTATED DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT

EX-10.11 13 sbetex1011.htm AMENDED AND RESTATED DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT EXHIBIT 10.11 AMENDED AND RESTATED DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT THIS AMENDED AND RESTATED DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT (this “Agreement”) is made as of the 13th day of February, 2023, by SHGN ACQUISITION CORP., a Delaware corporation (successor by merger to SportsHub Games N

February 16, 2023 EX-10.19

Securities Purchase Agreement, dated February 14, 2023, by and between SharpLink, Inc. and Alpha Capital Anstalt (incorporated herein by reference to Exhibit 10.19 to the Report on Form 8-K filed with the SEC on February 16, 2023)

EXHIBIT 10.19 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 14, 2023, between SharpLink Gaming Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

February 16, 2023 EX-10.8

AMENDED AND RESTATED TERM PROMISSORY NOTE

EX-10.8 10 sbetex108.htm AMENDED AND RESTATED TERM PROMISSORY NOTE EXHIBIT 10.8 AMENDED AND RESTATED TERM PROMISSORY NOTE $1,267,199.23 February 13, 2023 Plymouth, Minnesota FOR VALUE RECEIVED, the undersigned, SHGN ACQUISITION CORP., a Delaware corporation (successor by merger to SportsHub Games Network, Inc.) (the “Borrower”), hereby promises to pay to the order of PLATINUM BANK, a Minnesota ban

February 16, 2023 EX-99.1

SharpLink Secures Financing to Accelerate Current Growth Initiatives

EX-99.1 24 sbetex991.htm SHARPLINK PR EXHIBIT 99.1 SharpLink Secures Financing to Accelerate Current Growth Initiatives MINNEAPOLIS – (ACCESSWIRE) – February 16, 2023 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink” or the “Company”), a pioneer of targeted conversion solutions for the U.S. sports betting and iGaming industries, today announced that on February 15, 2023, it closed on a $4.4 mill

February 16, 2023 EX-10.20

8% Senior Convertible Debenture Due February 15, 2026 (incorporated herein by reference to Exhibit 10.20 to the Report on Form 8-K filed with the SEC on February 16, 2023)

EXHIBIT 10.20 EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFE

February 16, 2023 EX-10.14

CONSENT, ASSUMPTION AND THIRD AMENDMENT AGREEMENT

EX-10.14 16 sbetex1014.htm CONSENT ASSUMPTION AND THIRD AMENDMENT AGREEMENT EXHIBIT 10.14 CONSENT, ASSUMPTION AND THIRD AMENDMENT AGREEMENT THIS CONSENT, ASSUMPTION AND THIRD AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and between SHGN ACQUISITION CORP., a Delaware corporation (the “New Borrower”) as successor by merger to SportsHub Games Network, In

February 16, 2023 EX-10.1

REVOLVING CREDIT AGREEMENT

EX-10.1 3 sbetex101.htm REVOLVING CREDIT AGREEMENT EXHIBIT 10.1 REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made as of the 13th day of February, 2023, by and between SHARPLINK, INC., a Minnesota corporation (the “Borrower”), and PLATINUM BANK, a Minnesota banking corporation (the “Lender”). WITNESSETH : WHEREAS, the Borrower has requested the Lender to extend a

February 16, 2023 EX-10.4

COMPANY GUARANTY SHGN ACQUISITION CORP./ SLG 1 HOLDINGS LLC/ SLG 2 HOLDINGS LLC TO PLATINUM BANK Dated: February 13, 2023 This instrument was drafted by: WINTHROP & WEINSTINE, P.A. South Sixth Street, Suite 3500 Minneapolis, Minnesota 55402

EX-10.4 6 sbetex104.htm FORM OF COMPANY GUARANTY EXHIBIT 10.4 COMPANY GUARANTY BY SHGN ACQUISITION CORP./ SLG 1 HOLDINGS LLC/ SLG 2 HOLDINGS LLC TO PLATINUM BANK Dated: February 13, 2023 This instrument was drafted by: WINTHROP & WEINSTINE, P.A. South Sixth Street, Suite 3500 Minneapolis, Minnesota 55402 1 COMPANY GUARANTY In consideration of and in order to induce PLATINUM BANK, a Minnesota banki

February 16, 2023 EX-10.6

AMENDMENT AGREEMENT

EXHIBIT 10.6 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of the 4th day of November, 2021, by and between SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Borrower”), LEAGUESAFE MANAGEMENT, LLC, a Minnesota limited liability company, and VIRTUAL FANTASY GAMES ACQUISITION, LLC, a Minnesota limited liability company (collectively, the “Compa

February 16, 2023 EX-10.18

THIRD PARTY SECURITY AGREEMENT

EX-10.18 20 sbetex1018.htm THIRD PARTY SECURITY AGREEMENT EXHIBIT 10.18 THIRD PARTY SECURITY AGREEMENT THIS THIRD PARTY SECURITY AGREEMENT (this “Agreement”), is made as of this 27th day of March, 2020, by VIRTUAL FANTASY GAMES ACQUISITION, LLC, a Minnesota limited liability company (the “Debtor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Secured Party”). In order to secure

February 16, 2023 EX-10.7

CONSENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT

EX-10.7 9 sbetex107.htm CONSENT ASSUMPTION AND SECOND AMENDMENT AGREEMENT EXHIBIT 10.7 CONSENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT THIS CONSENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and between SHGN ACQUISITION CORP., a Delaware corporation (the “New Borrower”) as successor by merger to SportsHub Games Network, Inc

February 16, 2023 EX-4.1

COMMON STOCK PURCHASE WARRANT SHARPLINK GAMING LTD.

EX-4.1 2 sbetex41.htm COMMON STOCK PURCHASE WARRANT EXHIBIT 4.1 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY

February 16, 2023 EX-10.15

AMENDED AND RESTATED REVOLVING PROMISSORY NOTE

EXHIBIT 10.15 AMENDED AND RESTATED REVOLVING PROMISSORY NOTE $5,000,000.00 February 13, 2023 Plymouth, Minnesota FOR VALUE RECEIVED, the undersigned, SHGN ACQUISITION CORP., a Delaware corporation (successor by merger to SportsHub Games Network, Inc.) (the “Borrower”), hereby promises to pay to the order of PLATINUM BANK, a Minnesota banking corporation (“Lender”), or its assigns, the principal su

February 16, 2023 EX-10.21

Registration Rights Agreement, dated February 14, 2026, by and between SharpLink, Inc. and Alpha Capital Anstalt (incorporated herein by reference to Exhibit 10.21 to the Report on Form 8-K filed with the SEC on February 16, 2023)

EXHIBIT 10.21 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 14, 2023, between SharpLink Gaming Ltd., an Israeli corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securi

February 16, 2023 EX-10.5

TERM LOAN AGREEMENT

EX-10.5 7 sbetex105.htm TERM LOAN AGREEMENT EXHIBIT 10.5 TERM LOAN AGREEMENT THIS TERM LOAN AGREEMENT (this “Agreement”) is made as of the 9th day of June, 2020, by and between SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Borrower”), and PLATINUM BANK, a Minnesota banking corporation (the “Lender”). WITNESSETH : WHEREAS, the Borrower has requested the Lender to extend a multiple adv

February 16, 2023 EX-10.2

REVOLVING PROMISSORY NOTE

EXHIBIT 10.2 REVOLVING PROMISSORY NOTE $7,000,000.00 February 13, 2023 Plymouth, Minnesota FOR VALUE RECEIVED, the undersigned, SHARPLINK, INC., a Minnesota corporation (“Borrower”), hereby promises to pay to the order of PLATINUM BANK, a Minnesota banking corporation (“Lender”), or its assigns, the principal sum of SEVEN MILLION AND NO/100THS DOLLARS ($7,000,000.00), or so much thereof as has bee

January 23, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): January 20, 2023 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 9200 98-1657258 (State of Incorporation) (Pr

January 5, 2023 EX-99.1

SharpLink Gaming Completes Sale of Legacy Telecommunications Business to Entrypoint SharpLink Transitions from Foreign Private Issuer Status to Reporting as a U.S. Domestic Company, Effective January 1, 2023

Exhibit 99.1 SharpLink Gaming Completes Sale of Legacy Telecommunications Business to Entrypoint SharpLink Transitions from Foreign Private Issuer Status to Reporting as a U.S. Domestic Company, Effective January 1, 2023 MINNEAPOLIS ? (ACCESSWIRE) ? January 5, 2023 ? SharpLink Gaming Ltd. (Nasdaq: SBET) (?SharpLink? or the ?Company?), a pioneer of targeted conversion solutions for the U.S. sports

January 5, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 brhc100463338k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report (date of earliest event reported): December 31, 2022 SHARPLINK GAMING LTD. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in charter) Israel 9200 98-165725

January 5, 2023 EX-2.1

Share and Asset Purchase Agreement, dated as of November 9, 2022, by and between SharpLink Gaming Ltd. and Entrypoint South Ltd. (incorporated herein by reference to Exhibit 2.1 to the Report on Form 6-K submitted to the SEC on January 5, 2023)

Exhibit 2.1 Execution Copy SHARE AND ASSET PURCHASE AGREEMENT THIS SHARE AND ASSET PURCHASE AGREEMENT (the ?Agreement?) is made effective as of November 9, 2022 (the ?Effective Date?) by and among SHARPLINK GAMING LTD., a company organized under the laws of the State of Israel, corporate number 520042904 (?SharpLink?), MTS Asia Ltd., a company organized under the laws of Hong Kong (?MTS Asia? and,

December 29, 2022 EX-99.1

SharpLink Gaming Announces Closing of Merger with SportsHub Games Network

EX-99.1 2 brhc10045992ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SharpLink Gaming Announces Closing of Merger with SportsHub Games Network MINNEAPOLIS – (ACCESSWIRE) – December 28, 2022 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink” or the “Company”), a pioneer of targeted conversion solutions for the U.S. sports betting and iGaming industries, today announced the closing of the previously announce

December 29, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Executive Office) Indi

December 15, 2022 EX-99.1

SharpLink Gaming Announces Results of Extraordinary General Meeting of Shareholders Proposal to Consummate Merger with SportsHub Games Network Approved

Exhibit 99.1 SharpLink Gaming Announces Results of Extraordinary General Meeting of Shareholders Proposal to Consummate Merger with SportsHub Games Network Approved MINNEAPOLIS – (ACCESSWIRE) – December 15, 2022 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink” or the “Company”), a pioneer of targeted, data-driven fan activation and conversion solutions for the U.S. sports betting and iGaming in

December 15, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

6-K 1 ny20005908x26k.htm 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Pri

December 14, 2022 RW

SharpLink Gaming Ltd. 333 Washington Avenue N; Suite 104 Minneapolis, Minnesota 55401 (612) 293-0619 December 14, 2022

RW 1 brhc10045390rw.htm RW SharpLink Gaming Ltd. 333 Washington Avenue N; Suite 104 Minneapolis, Minnesota 55401 (612) 293-0619 December 14, 2022 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Mitchell Austin Re: SharpLink Gaming Ltd. Registration Statement filed on February 3, 2022 File Number: 333-262501 Ladies and G

December 8, 2022 EX-99.3

EX-99.3

Exhibit 99.3

December 8, 2022 EX-99.2

SHARPLINK GAMING LTD.

Exhibit 99.2 SHARPLINK GAMING LTD. ? ? NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We are pleased to invite you to attend the Extraordinary General Meeting of Shareholders (the ?Meeting?) of SharpLink Gaming Ltd., which we refer to as ?SharpLink,? ?we? or the ?Company,? to be held on Friday, January 20, 2023 at 4:00 PM Central Time at SharpLink?s corporate headquarte

December 8, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 SharpLink Gaming Ltd. (formerly Mer Teleman

6-K 1 ny20005908x16k.htm 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Pri

December 8, 2022 EX-99.1

SharpLink Gaming Announces Extraordinary General Meeting of Shareholders to Be Held on Friday, January 20, 2023

Exhibit 99.1 ? SharpLink Gaming Announces Extraordinary General Meeting of Shareholders to Be Held on Friday, January 20, 2023 MINNEAPOLIS ? (ACCESSWIRE) ? December 8, 2022 ? SharpLink Gaming Ltd. (Nasdaq: SBET) (?SharpLink? or the ?Company?), a pioneer of targeted, data-driven user engagement and conversion solutions for the U.S. sports betting and iGaming industries, today announced that it will

December 1, 2022 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in its charte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in its charter) Israel N/A (Province or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number (if applicable)) 333 Wash

December 1, 2022 EX-99.1

2021 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed with the SEC on October 12, 2021)

EX-99.1 4 brhc10044928ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SHARPLINK GAMING, LTD. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: June 13, 2021 APPROVED BY THE SHAREHOLDERS: July 21, 2021 [As amended to reflect (1) 1-for-2 reverse split of Ordinary Shares effected July 26, 2021 and (2) increase of 3,100,000 Ordinary Shares as approved by the shareholders on September 8, 2022] 1. Gene

December 1, 2022 EX-FILING FEES

Calculation of Filing Fee Tables Form S-8 (Form Type) SHARPLINK GAMING LTD. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES 5 brhc10044928ex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) SHARPLINK GAMING LTD. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation (1) Amount Registered (2) Proposed Maximum Offering Price Per Share (1) Maximum Aggregate Offering P

November 23, 2022 AW

SharpLink Gaming Ltd. 333 Washington Avenue N; Suite 104 Minneapolis, Minnesota 55401 (612) 293-0619 November 23, 2022

SharpLink Gaming Ltd. 333 Washington Avenue N; Suite 104 Minneapolis, Minnesota 55401 (612) 293-0619 November 23, 2022 BY EDGAR AND HAND DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Mitchell Austin Re: SharpLink Gaming Ltd. Amendment to Registration Statement on Form F-3 File Number: 333-266292 Ladies and Gentlemen:

November 23, 2022 424B3

SHARPLINK GAMING LTD. 3,272,781 Ordinary Shares

424B3 1 sbet424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-266292 PROSPECTUS SHARPLINK GAMING LTD. 3,272,781 Ordinary Shares The selling shareholders identified beginning on page 28 of this prospectus are offering on a resale basis a total of 3,272,781 of our Ordinary Shares, NIS 0.06 par value per share, or the Ordinary Shares. All of the Ordinary Shares offered by this prospectu

November 22, 2022 F-3/A

SHARPLINK GAMING LTD. 3,272,781 Ordinary Shares

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266292 PROSPECTUS SHARPLINK GAMING LTD. 3,272,781 Ordinary Shares The selling shareholders identified beginning on page 28 of this prospectus are offering on a resale basis a total of 3,272,781 of our Ordinary Shares, NIS 0.06 par value per share, or the Ordinary Shares. All of the Ordinary Shares offered by this prospectus are offered by our s

November 8, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 SharpLink Gaming Ltd. (formerly Mer Teleman

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Executive Office) Indi

November 8, 2022 EX-3

Form of SharpLink Gaming Ltd. Proxy Card

EX-3 4 ex993.htm

November 8, 2022 EX-99.4

Consent of Independent Auditor

Exhibit 99.4 Consent of Independent Auditor We consent to the incorporation by reference in Registration Statement No. 333-260190 on Form S-8 and Registration Statements Nos. 333-237989, 333-258201 and 333-266292 on Form F-3 of our report dated April 27, 2022, relating to the financial statements of SportsHub Games Network, Inc. and Subsidiaries for the year ended December 31, 2020 included in thi

November 8, 2022 EX-99.2

SHARPLINK GAMING LTD.

Exhibit 99.2 SHARPLINK GAMING LTD. NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We are pleased to invite you to attend the Extraordinary General Meeting of Shareholders (the ?Meeting?) of SharpLink Gaming Ltd., which we refer to as ?SharpLink,? ?we? or the ?Company,? to be held on Wednesday, December 14, 2022 at 4:00 PM Central Time at SharpLink?s corporate headquarte

October 7, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 SharpLink Gaming Ltd. (Formerly Mer Telemana

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 SharpLink Gaming Ltd. (Formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Executive Office) Indic

October 7, 2022 EX-99.1

SHARPLINK GAMING LTD. (FORMERLY KNOWN AS MER TELEMANAGEMENT SOLUTIONS LTD.) AND ITS SUBSIDIARIES INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

EX-99.1 2 ex991.htm EXHIBIT 99.1 SHARPLINK GAMING LTD. (FORMERLY KNOWN AS MER TELEMANAGEMENT SOLUTIONS LTD.) AND ITS SUBSIDIARIES INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022 UNAUDITED INDEX Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Changes in Shareholders’ Equity 4 Condensed Consolidated Sta

October 7, 2022 EX-99.2

Operating and Financial Review and Prospects

Exhibit 99.2 Operating and Financial Review and Prospects The following discussion and analysis of SharpLink Gaming Ltd. (?we,? ?us,? the ?Company? or ?SharpLink?)?s financial condition as of June 30, 2022 and results of operations for the six months ended June 30, 2022 and June 30, 2021 should be read together with our interim consolidated financial statements and the related notes included elsew

September 13, 2022 EX-99.1

SHARPLINK GAMING ANNOUNCES RESULTS OF 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

EXHIBIT 99.1 SHARPLINK GAMING ANNOUNCES RESULTS OF 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS MINNEAPOLIS – (GLOBE NEWSWIRE) – September 13, 2022 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink” or the “Company”), a pioneer of targeted, data-driven user engagement and conversion solutions for the U.S. sports betting and iGaming industries, today announced the following resolutions were adopted

September 13, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 SharpLink Gaming Ltd. (formerly Mer Telema

6-K 1 sbet6k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Exec

September 8, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 SharpLink Gaming Ltd. (formerly Mer Telema

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Executive Office) Ind

September 8, 2022 EX-99.1

SHARPLINK GAMING TO ACQUIRE SPORTSHUB GAMES NETWORK TO ACCELERATE AUDIENCE GROWTH, FANTASY SPORTS CONVERSION Transaction Greatly Enhances SharpLink Gaming’s Position as a Full-Spectrum Provider of Sports Betting Conversion Products and Services

EXHIBIT 99.1 SHARPLINK GAMING TO ACQUIRE SPORTSHUB GAMES NETWORK TO ACCELERATE AUDIENCE GROWTH, FANTASY SPORTS CONVERSION Transaction Greatly Enhances SharpLink Gaming?s Position as a Full-Spectrum Provider of Sports Betting Conversion Products and Services MINNEAPOLIS ? (GLOBE NEWSWIRE) ? September 8, 2022 ? SharpLink Gaming Ltd. (Nasdaq: SBET) (?SharpLink? or the ?Company?), a pioneer of targete

August 17, 2022 EX-99.1

SHARPLINK GAMING WELCOMES NEW CHIEF FINANCIAL OFFICER TO EXECUTIVE LEADERSHIP TEAM

EXHIBIT 99.1 SHARPLINK GAMING WELCOMES NEW CHIEF FINANCIAL OFFICER TO EXECUTIVE LEADERSHIP TEAM \MINNEAPOLIS ? (GLOBE NEWSWIRE) ? August 17, 2022 ? SharpLink Gaming Ltd. (Nasdaq:SBET) (?SharpLink? or the ?Company?), a pioneer of targeted, data-driven user engagement and conversion solutions for the U.S. sports betting and iGaming industries, today announced that Robert DeLucia, CPA has been named

August 17, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2022 SharpLink Gaming Ltd. (formerly Mer Telemana

6-K 1 sbet6k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Execut

August 15, 2022 CORRESP

SharpLink Gaming Ltd. 333 Washington Avenue N; Suite 104 Minneapolis, Minnesota 55401 (612) 293-0619

CORRESP 1 filename1.htm SharpLink Gaming Ltd. 333 Washington Avenue N; Suite 104 Minneapolis, Minnesota 55401 (612) 293-0619 August 15, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Mitchell Austin Re: SharpLink Gaming Ltd. Registration Statement on Form F-3 File Number: 333-266292 Dear Mr. Austin: In accordance

August 5, 2022 F-3/A

amended on August 5, 2022

Registration No. 333-266292 As filed with the Securities and Exchange Commission on August 5, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Exact Name of Registrant as Specified in Its Charter) Israel 98-1657258 (Sta

August 5, 2022 CORRESP

August 5, 2022

CORRESP 1 filename1.htm August 5, 2022 VIA EDGAR Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Jan Woo, Legal Branch Chief Mitchell Austin, Staff Attorney Re: SharpLink Gaming Ltd. Registration Statement on Form F-3 Filed July 22, 2022 File No. 333-266292 Dear Ms. Woo and Mr. Austin: On behalf of our clien

August 1, 2022 LETTER

LETTER

United States securities and exchange commission logo August 1, 2022 Rob Phythian Chief Executive Officer SharpLink Gaming Ltd.

July 28, 2022 EX-99.2

SHARPLINK GAMING LTD. PROXY STATEMENT ANNUAL GENERAL MEETING OF SHAREHOLDERS

EXHIBIT 99.2 SHARPLINK GAMING LTD. PROXY STATEMENT ANNUAL GENERAL MEETING OF SHAREHOLDERS This Proxy Statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the “Board of Directors”) of SharpLink Gaming Ltd. (“we,” “us,” “SharpLink” or the “Company”), to be voted at the Annual General Meeting of Shareholders (the “Meeting”) and at any adjour

July 28, 2022 EX-99.3

SHARPLINK GAMING LTD. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

EX-99.3 4 ex993.htm EXHIBIT 99.3 SHARPLINK GAMING LTD. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Tahra Wright and Janeane Ferrari, attorneys of the undersigned, or either of them, for and in the name(s) of the undersigned, with full power of substitution and revocation to vote any and all ordinary shares, par value NIS 0.06 per share, of SharpLink

July 28, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagem

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Executive Office) Indicate

July 28, 2022 EX-99.1

SHARPLINK GAMING LTD. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

EX-99.1 2 ex991.htm EXHIBIT 99.1 SHARPLINK GAMING LTD. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We are pleased to invite you to attend the 2022 Annual General Meeting of Shareholders (the “Meeting”) to be held on Thursday , September 8, 2022 at 4:00 PM Central Time at our corporate headquarters located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 554

July 22, 2022 EX-FILING FEES

Filing Fee Table (filed herewith)

EXHIBIT 107 Calculation of Filing Fee Tables Form F-3 (Form Type) SharpLink Gaming Ltd.

July 22, 2022 F-3

as filed on July 22, 2022

F-3 1 sbetf3.htm Registration No. 333- As filed with the Securities and Exchange Commission on July 22, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Exact Name of Registrant as Specified in Its Charter) Israel 98-1657258 (State or Oth

July 22, 2022 EX-99.1

FourCubed Management, LLC and Subsidiaries Consolidated Financial Statements December 31, 2020 and 2019

EXHIBIT 99.1 FourCubed Management, LLC and Subsidiaries Consolidated Financial Statements December 31, 2020 and 2019 F-1 FourCubed Management, LLC and Subsidiaries Table of Contents Independent Auditor’s Report F-3 Consolidated Financial Statements Consolidated Balance Sheets F-5 Consolidated Statements of Operations F-6 Consolidated Statements of Changes in Members’ Equity F-7 Consolidated Statem

July 22, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagem

6-K 1 sbet6k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Executive

July 22, 2022 EX-99.2

FourCubed Management, LLC and Subsidiaries Consolidated Financial Statements As of June 30, 2021 and December 31, 2020 and For the Six Months Ended June 30, 2021 and 2020 FourCubed Management, LLC and Subsidiaries Table of Contents

EX-99.2 4 ex992.htm EXHIBIT 99.2 FourCubed Management, LLC and Subsidiaries Consolidated Financial Statements As of June 30, 2021 and December 31, 2020 and For the Six Months Ended June 30, 2021 and 2020 FourCubed Management, LLC and Subsidiaries Table of Contents Independent Accountant’s Review Report 2 Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Ope

May 16, 2022 EX-13.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of SharpLink Gaming Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Bennett, Chief Financial Officer of the C

May 16, 2022 EX-13.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of SharpLink Gaming Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rob Phythian, Chief Executive Officer of the Co

May 16, 2022 EX-12.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

Exhibit 12.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended I, Rob Phythian, certify that: 1. I have reviewed this annual report on Form 20-F of SharpLink Gaming Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme

May 16, 2022 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

May 16, 2022 EX-2.4

Description of the rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 2.4 to the Registrant’s Report on Form 20-K filed with SEC on May 16, 2022)

EX-2.4 2 ex24.htm Exhibit 2.4 Description of Rights of Securities Our authorized capital stock consists of 92,900,000 Ordinary Shares, 800,000 Preferred A Shares, 2,600,000 Preferred A-1 Shares and 3,700,000 Preferred B Shares, nominal value NIS 0.03 each. Ordinary Shares As of May 16, 2022, we have issued and outstanding 22,360,987 Ordinary Shares. Our Ordinary Shares are listed on the Nasdaq Cap

May 16, 2022 EX-15.2

Letter of Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global, to the SEC, dated as of the date hereof.**

EX-15.2 9 ex152.htm Exhibit 15.2 Letter of Kost Forer Gabbay & Kasierer May 16, 2022 Securities and Exchange Commission 100 F Street, N.E Washington, D.C. 20549 Re: Sharplink Gaming Ltd. (“SharpLink”) Ladies and Gentlemen: We have read Item 16F of the Annual Report on Form 20-F for the year ended December 31, 2021 of SharpLink and are in agreement with the statements contained therein as they pert

May 16, 2022 EX-15.1

Consent of RSM US LLP

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement No. 333-260190 on Form S-8 of SharpLink Gaming Ltd., of our report dated May 16, 2022, relating to the consolidated financial statements, appearing in this Annual Report on Form F-20 of SharpLink Gaming Ltd. for the year ended December 31, 2021. /S/ RSM U

May 16, 2022 EX-12.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

Exhibit 12.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended I, Brian Bennett, certify that: 1. I have reviewed this annual report on Form 20-F of SharpLink Gaming Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statem

May 2, 2022 NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 000-28950 CUSIP Number M8273L 102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 3, 2022 EX-3.3

Certificate of Incorporation of SharpLink Gaming, Inc.

EX-3.3 2 ex33.htm CERTIFICATE OF INCORPORATION Exhibit 3.3 CERTIFICATE OF INCORPORATION OF SHARPLINK GAMING, INC. The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the Delaware General Corporation Law, as amended (the “DGCL”), hereby adopts the following Certificate of Incorporation: Article 1 NAME The name of the corporation is SharpLink Gaming, In

February 3, 2022 EX-FILING FEES

Calculation of Filing Fee Tables FORM S-4 (Form Type) SharpLink Gaming, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES 12 ex107.htm EX-FILING FEES Calculation of Filing Fee Tables FORM S-4 (Form Type) SharpLink Gaming, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee R

February 3, 2022 EX-10.3

SharpLink Israel 2021 Equity Incentive Plan.+

Exhibit 10.3 SharpLink Gaming, Ltd. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: June 13, 2021 APPROVED BY THE SHAREHOLDERS: July 21, 2021 [As amended to reflect 1-for-2 reverse split of Ordinary Shares effected July 26, 2021] 1. General. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i)

February 3, 2022 EX-10.5

Employment Agreement by and between SharpLink, Inc. and Chris Nicholas, dated July 26, 2021(incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed with the SEC on February 3, 2022)

EX-10.5 6 ex105.htm EXHIBIT 10.5 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, (hereinafter “Agreement”), is made and entered into effective as of July 26, 2021, by and between SharpLink, Inc., a Minnesota corporation (hereinafter the “Employer” or “Company”), and Chris Nicholas (hereinafter “Executive”), an individual resident of the State of Minnesota. Either the Employer or Execu

February 3, 2022 EX-21.1

List of Subsidiaries.

EX-21.1 8 ex211.htm EXHIBIT 21.1 Exhibit 21.1 List of Subsidiaries of sharplink gaming, ltd. Subsidiary Name Jurisdiction of Incorporation Ownership Percentage SharpLink, Inc. Minnesota 100% (indirectly through SLG2) Sports Technologies, LLC Minnesota 100% (indirectly through SLG1) SLG 1 Holdings, LLC (“SLG1”) SLG 2 Holdings, LLC (“SLG2”) Holdings Quin, LLC FourCubed Acquisition Co, LLC (“4C”) Tre

February 3, 2022 S-4

As filed with the U.S. Securities and Exchange Commission on February 3, 2022

As filed with the U.S. Securities and Exchange Commission on February 3, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SharpLink Gaming, Inc. (Exact name of registrant as specified in its charter) Delaware 7999 87-4752260 (State or other jurisdiction of incorporation or organizatio

February 3, 2022 EX-10.4

Employment Agreement by and between SharpLink, Inc. and Rob Phythian, dated July 26, 2021 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 filed with the SEC on February 3, 2022)

EX-10.4 5 ex104.htm EXHIBIT 10.4 Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, (hereinafter “Agreement”), is made and entered into effective as of July 26, 2021 (the “Effective Date”), by and between SharpLink, Inc., a Minnesota corporation (hereinafter the “Employer” or “Company”), and Rob Phythian (hereinafter “Executive”), an individual resident of the State of Minnesota. Either

February 3, 2022 EX-10.6

Employment Agreement by and between SharpLink, Inc. and Brian Bennett, dated July 30, 2021 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 filed with the SEC on February 3, 2022)

EX-10.6 7 ex106.htm EXHIBIT 10.6 Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, (hereinafter “Agreement”), is made and entered into effective as of July 30, 2021, by and between SharpLink, Inc., a Minnesota corporation (hereinafter the “Employer” or “Company”), and Brian Bennett (hereinafter “Executive”), an individual resident of the State of Minnesota. Either the Employer or Execut

January 12, 2022 EX-10.2

Registration Rights Agreement, dated December 31, 2021, by and among SharpLink Gaming Ltd., 6t4 Company, and Chris Carlson (incorporated herein by reference to Exhibit 10.2 to the Report on Form 6-K submitted to the SEC on January 12, 2022)

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 31, 2021, is by and among SharpLink Gaming Ltd, an Israeli company (the ?Company?), and 6t4 Company, a Minnesota corporation (?6t4?) and Chris Carlson (?Carlson?, and with 6t4, the ?Sellers? and individually, a ?Seller?). RECITALS A. In connection with the Asset Purchase Agreement

January 12, 2022 EX-10.1

Asset Purchase Agreement, dated December 31, 2021, by and among FourCubed Acquisition Company, LLC, 6t4 Company, FourCubed Management, LLC, Chris Carlson, and SharpLink Gaming Ltd. (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K submitted to the SEC on January 12, 2022)

EXHIBIT 10.1 Pursuant to Item 601 of Regulation S-K, certain information in this Exhibit 10.1 has been redacted. Information that was redacted has been noted in this document with a placeholder identified by the mark ?[*****].? The Registrant believes the redacted information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. If requested by the Commi

January 12, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 SharpLink Gaming Ltd. (formerly Mer Telemana

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Executive Office) Indic

January 5, 2022 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 SharpLink Gaming Ltd. (formerly Mer Telemana

6-K 1 sbet6k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Execut

January 5, 2022 EX-99.1

SharpLink Gaming Acquires FourCubed, Owner of the Industry’s Leading iGaming and Affiliate Marketing Network Comprised of Over 12,000 Sub-Affiliates Strategic Acquisition Expected to Unlock and Fuel Conversions and Customer Lifetime Value of SharpLin

Exhibit 99.1 SharpLink Gaming Acquires FourCubed, Owner of the Industry?s Leading iGaming and Affiliate Marketing Network Comprised of Over 12,000 Sub-Affiliates Strategic Acquisition Expected to Unlock and Fuel Conversions and Customer Lifetime Value of SharpLink?s 2.5 Million and Growing Base of Fantasy and Sports Game Players MINNEAPOLIS ? (GLOBE NEWSWIRE) ? January 5, 2022 ? SharpLink Gaming L

January 3, 2022 SC 13G/A

SBET / SharpLink Gaming Ltd. / L.I.A. Pure Capital Ltd - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 1)* SharpLink Gaming Ltd. (Name of Issuer) ORDINARY SHARES, NIS 0.06 PAR VALUE (Title of Class of Securities) M8273L 102 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant

December 21, 2021 EX-99.1

SHARPLINK GAMING ANNOUNCES RESULTS OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

EX-99.1 2 ex991.htm Exhibit 99.1 SHARPLINK GAMING ANNOUNCES RESULTS OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS MINNEAPOLIS – (GLOBE NEWSWIRE) – December 21, 2021 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink” or the “Company”), a pioneer of game-changing technological solutions and experienced-based services for the U.S. online sports betting industry, today announced that at the 2021 Ann

December 21, 2021 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 SharpLink Gaming Ltd. (formerly Mer Teleman

6-K 1 sbet6k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Execu

November 19, 2021 EX-10.1

Securities Purchase Agreement dated November 16, 2021 between the Company and Alpha Capital Anstalt (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K submitted to the SEC on November 19, 2021)

EX-10.1 6 ex101.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2021, between SharpLink Gaming Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the

November 19, 2021 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 SharpLink Gaming Ltd. (formerly Mer Teleman

6-K 1 sbet6k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Execu

November 19, 2021 EX-4.2

Form of Regular Warrant issued to Alpha Capital Anstalt (incorporated by reference to Exhibit 4.2 to the Report on Form 6-K submitted to the SEC on November 19, 2021)

EX-4.2 3 ex42.htm Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

November 19, 2021 EX-4.1

Form of Prefunded Warrant issued to Alpha Capital Anstalt (incorporated by reference to Exhibit 4.1 to the Report on Form 6-K submitted to the SEC on November 19, 2021)

EX-4.1 2 ex41.htm Exhibit 4.1 PREFUNDED ORDINARY SHARES PURCHASE WARRANT Sharplink gaming ltd. Warrant Shares: 1,253,592 Initial Exercise Date: November 19, 2021 THIS PREFUNDED ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditi

November 19, 2021 424B5

SHARPLINK GAMING LTD. 1,413,075 Ordinary Shares Pre-Funded Warrants to Purchase 1,253,592 Ordinary Shares

424B5 1 sbet424b5.htm Filed Pursuant to Rule 424(b)(5) Registration No. 333-237989 PROSPECTUS SUPPLEMENT (To Prospectus dated May 12, 2020) SHARPLINK GAMING LTD. 1,413,075 Ordinary Shares Pre-Funded Warrants to Purchase 1,253,592 Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus (the “accompanying prospectus”), we are offering to Alpha Capital Anstalt (“Alpha”)

November 17, 2021 EX-99.1

SharpLink Gaming Announces Pricing of $10 Million Registered Direct Offering

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 SharpLink Gaming Announces Pricing of $10 Million Registered Direct Offering MINNEAPOLIS – (GLOBE NEWSWIRE) – November 17, 2021 – SharpLink Gaming Ltd. (Nasdaq:SBET) (“SharpLink” or the “Company”), a pioneer of game-changing technological solutions and experienced-based services for the U.S. online sports betting industry, today announced it has entere

November 17, 2021 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 SharpLink Gaming Ltd. (formerly Mer Teleman

6-K 1 sbet6k.htm FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Princi

November 10, 2021 EX-99.1

SHARPLINK GAMING ANNOUNCES 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 SHARPLINK GAMING ANNOUNCES 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS MINNEAPOLIS ? (GLOBE NEWSWIRE) ? November 10, 2021 ? SharpLink Gaming Ltd. (Nasdaq:SBET) (?SharpLink? or the ?Company?), a pioneer of game-changing technological solutions and experienced-based services for the U.S. online sports betting industry, today announced that it will host its Annual General Meeting of Shar

November 10, 2021 EX-99.3

SHARPLINK GAMING LTD THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Exhibit 99.3 SHARPLINK GAMING LTD THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints the Company’s Chief Financial Officer, Brian Bennett, and Chris Melsha, Esq., or either of them, for and in the name(s) of the undersigned, with full power of substitution and revocation to vote any and all ordinary shares, par value NIS 0.06 per share, of SharpLink Gaming

November 10, 2021 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 SharpLink Gaming Ltd. (formerly Mer Teleman

6-K 1 sbet6k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Execu

November 10, 2021 EX-99.2

SHARPLINK GAMING LTD. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.2 SHARPLINK GAMING LTD. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We are pleased to invite you to attend the 2021 Annual General Meeting of Shareholders (the ?Meeting?) to be held on Monday, December 20, 2021 at 4:00 PM Central Time at SharpLink?s corporate headquarters located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401, USA, and th

October 21, 2021 SC 13D/A

MER CHAIM - SC 13D/A

SC 13D/A 1 zk2126678.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 SharpLink Gaming Ltd. (Name of Issuer) Ordinary Shares, par value NIS 0.06 per share (Title of Class of Securities) M8273L 102 - (CUSIP Number) Steven J. Glusband Carter Ledyard & Milburn LLP 2 Wall Street, New York, Ne

October 12, 2021 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in its charte

S-8 1 sbets8.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Exact name of registrant as specified in its charter) Israel N/A (Province or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number (if appl

October 12, 2021 EX-99.2

SharpLink, Inc. 2020 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 filed with the SEC on October 12, 2021)

EX-99.2 6 ex992.htm Exhibit 99.2 SHARPLINK, INC. 2020 STOCK INCENTIVE PLAN Adopted December 23, 2020 SHARPLINK, INC. 2020 STOCK INCENTIVE PLAN 1. Purpose of Plan. The purpose of the SharpLink, Inc. 2020 Stock Incentive Plan (the “Plan”) is to advance the interests of SharpLink, Inc., a Minnesota corporation (the “Company”) and its stockholders by enabling the Company and its Subsidiaries to attrac

October 12, 2021 EX-99.1

2021 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed with the SEC on October 12, 2021)

Exhibit 99.1 SharpLink Gaming, Ltd. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: June 13, 2021 APPROVED BY THE SHAREHOLDERS: July 21, 2021 [As amended to reflect 1-for-2 reverse split of Ordinary Shares effected July 26, 2021] 1. General. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i)

October 6, 2021 SC 13D

SportsHub Games Network, Inc. - SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SharpLink Gaming Ltd. (Name of Issuer) Ordinary Shares, NIS 0.06 per share (Title of Class of Securities) M8273L 102 (CUSIP Number) Christian Peterson 333 Washington Avenue North, Suite 104 Minneapolis, MN 55401 612-568-8698 (Name, Address and Telephone N

September 30, 2021 EX-99.2

Operating and Financial Review and Prospects

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Exhibit 99.2 Operating and Financial Review and Prospects The following discussion and analysis of our financial condition as of June 30, 2021 and results of operations for the six months ended June 30, 2021 and June 30, 2020 should be read together with our interim consolidated financial statements and the related notes included elsewhere in this filing and

September 30, 2021 EX-99.1

SHARPLINK GAMING LTD. (FORMERLY KNOWN AS MER TELEMANAGEMENT SOLUTIONS LTD.) AND ITS SUBSIDIARIES INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2021

Exhibit 99.1 SHARPLINK GAMING LTD. (FORMERLY KNOWN AS MER TELEMANAGEMENT SOLUTIONS LTD.) AND ITS SUBSIDIARIES INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2021 UNAUDITED INDEX Page Consolidated Balance Sheets F-2 - F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Shareholders' Equity F-5 - F-6 Consolidated Statements of Cash Flows F-7 Notes to Consoli

September 30, 2021 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Executive Office) Ind

August 17, 2021 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 SharpLink Gaming Ltd. (formerly Mer Telemanag

6-K 1 sbet6k.htm FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principa

August 17, 2021 EX-99.1

SharpLink Gaming Names Brian Bennett as Chief Financial Officer

EXHIBIT 99.1 SharpLink Gaming Names Brian Bennett as Chief Financial Officer MINNEAPOLIS – (GLOBE NEWSWIRE) – August 16, 2021 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink” or the “Company”), a pioneer of game-changing technological solutions and experienced-based services for the U.S. online sports betting industry, today announced the appointment of Brian Bennett, CPA as the Company’s new C

August 4, 2021 424B3

SHARPLINK GAMING LTD. 7,275,582 Ordinary Shares

424B3 1 zk2126381.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-258201 PROSPECTUS SHARPLINK GAMING LTD. 7,275,582 Ordinary Shares The selling stockholders identified beginning on page 37 of this prospectus are offering on a resale basis a total of 7,275,582 of our ordinary shares, NIS 0.06 par value per share, or the Ordinary Shares. All of the Ordinary Shares offered by this pro

August 2, 2021 LETTER

LETTER

United States securities and exchange commission logo August 2, 2021 Rob Phythian Chief Executive Officer SharpLink Gaming Ltd.

August 2, 2021 CORRESP

SharpLink Gaming Ltd. 333 Washington Avenue N; Suite 104 Minneapolis, Minnesota 55401 (612) 293-0619

CORRESP 1 filename1.htm SharpLink Gaming Ltd. 333 Washington Avenue N; Suite 104 Minneapolis, Minnesota 55401 (612) 293-0619 August 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Andi Carpenter Re: SharpLink Gaming Ltd. Registration Statement on Form F-3 File Number: 333-258201 Dear Ms. Carpenter: In accor

July 28, 2021 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 SharpLink Gaming Ltd. (formerly Mer Telemanagem

6-K 1 sbet6k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Executive

July 28, 2021 EX-99.1

SharpLink Gaming Ltd. to Initiate Trading on Nasdaq At Market Open Today Under Symbol “SBET”

EX-99.1 2 ex991.htm Exhibit 99.1 SharpLink Gaming Ltd. to Initiate Trading on Nasdaq At Market Open Today Under Symbol “SBET” MINNEAPOLIS – (GLOBENEWSWIRE) – July 28, 2021 – SharpLink Gaming Ltd. (Nasdaq: SBET) (“SharpLink” or the “Company”), a pioneer of game-changing technological solutions and experienced-based services for the U.S. online sports betting industry, today announced that the Compa

July 27, 2021 EX-10.1

Securities Purchase Agreement dated December 23, 2020, between SharpLink, Inc. and Alpha Capital Anstalt, as amended on June 15, 2021 and July 23, 2021 (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K submitted to the SEC on November 19, 2021)

EX-10.1 6 exhibit10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2020, between SharpLink, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS,

July 27, 2021 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Name of Registrant) 333 Washington Avenue North, Suite 104 Minneapolis, MN 55402 (Address of Principal Executive Office) Indicate

July 27, 2021 EX-4.2

Second Amended and Restated Articles of Association (incorporated by reference to Exhibit 4.2 to Form F-3 filed with the SEC on July 27, 2021)

EX-4.2 4 exhibit4-2.htm EXHIBIT 4.2 Exhibit 4.2 Amended and Restated Articles of MTS THE COMPANIES LAW A COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF SHARPLINK GAMING LTD. I. PRELIMINARY 1. Interpretation 1.1. In these Articles the following terms shall bear the meaning ascribed to them below: “Affiliate” means any Person that, directly or indirectly through one

July 27, 2021 EX-99.1

Mer Telemanagement Solutions Completes Merger with SharpLink, Inc. Corporate Name Changed to “SharpLink Gaming Ltd.” and Trading Expected to Commence on Nasdaq Capital Market Under Ticker “SBET” as Early as Wednesday, July 28

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 Mer Telemanagement Solutions Completes Merger with SharpLink, Inc. Corporate Name Changed to “SharpLink Gaming Ltd.” and Trading Expected to Commence on Nasdaq Capital Market Under Ticker “SBET” as Early as Wednesday, July 28 RA'ANANA, ISRAEL and MINNEAPOLIS, MN – (GLOBENEWSWIRE) – July 27, 2021 - Mer Telemanagement Solutions Ltd. (Nasdaq: MTSL)

July 27, 2021 EX-2.2

Amendment No. 1 to Agreement and Plan of Merger, dated July 23, 2021, Mer Telemanagement Solutions Ltd., New SL Acquisition Corp. and SharpLink, Inc. (incorporated by reference to Exhibit 2.2 to Form F-3 filed with the SEC on July 27, 2021)

EX-2.2 2 exhibit2-2.htm EXHIBIT 2.2 Exhibit 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into effective as of July 23, 2021, by and among Mer Telemanagement Solutions Ltd., an Israeli limited company (“MTS”), New SL Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of MTS (“Merger

July 27, 2021 F-3

As filed with the Securities and Exchange Commission on July 27, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SharpLink Gaming Ltd. (formerly Mer Telema

F-3 1 zk2126321.htm F-3 Registration No. 333- As filed with the Securities and Exchange Commission on July 27, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SharpLink Gaming Ltd. (formerly Mer Telemanagement Solutions Ltd.) (Exact Name of Registrant as Specified in Its Charter) Israel N/A (State or Oth

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