S-1 1 forms-1.htm

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

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

	SHARPLINK GAMING LTD.
	(Exact name of registrant as specified in our charter)

Israel

7999

98-1657258

(State or other jurisdiction of

Incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

I.D. N.)

SharpLink Gaming Ltd.

333 Washington Avenue North, Suite 104

Minneapolis, Minnesota

(612) 293-0619

(Address, including zip code and telephone number, including area code, of registrant’s principle executive offices)

Copies to:

Mitchell S. Nussbaum, Esq.

Tahra Wright, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Approximate date of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This Prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 14, 2023

PRELIMINARY PROSPECTUS

SHARPLINK GAMING LTD.

266,667 Ordinary Shares

This prospectus relates to the resale by the selling shareholder (the “Selling Shareholder”), identified on page 11 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 266,667 ordinary share purchase warrants which were issued to Alpha Capital Anstalt (“Alpha”) in a private placement pursuant to a securities purchase agreement.

Unless the context expressly dictates otherwise, the information set forth in this prospectus and the registration statement of which this prospectus forms a part, reflects the 1-for-10 reverse stock split effected by the Company on April 25, 2023.

We are registering the above described offer and sale of the Registrable Shares by the Selling Shareholder to satisfy certain registration rights we have granted. We will not receive any proceeds from the sale of these shares by the Selling Shareholder. The Selling Shareholder may offer all or part of the Registrable Shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. These Registrable Shares are being registered to permit the Selling Shareholder to sell shares from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Shareholder may sell these Registrable Shares through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section titled “Plan of Distribution.” In connection with any sales of Registrable Shares offered hereunder, the Selling Shareholder, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

We will bear all costs, expenses and fees in connection with the registration of the Registrable Shares. The Selling Shareholder will bear all commissions and discounts, if any, attributable to the sale or disposition of the Registrable Shares, or interests therein.

Investing in our shares involves substantial risks. See “RISK FACTORS” on page 10 of this prospectus. You should carefully read this prospectus and the documents incorporated herein before making any investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Registrable Shares or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2023.

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA	iii

MARKET INFORMATION	iii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii

PROSPECTUS SUMMARY	5

ALPHA PRIVATE PLACEMENT	8

THE OFFERING	9

RISK FACTORS	10

USE OF PROCEEDS	10

DETERMINATION OF OFFERING PRICE	10

DIVIDEND POLICY	10

SELLING SHAREHOLDERS	11

PLAN OF DISTRIBUTION	13

DESCRIPTION OF SECURITIES	14

INTERESTS OF NAMED EXPERTS AND COUNSEL	20

LEGAL REPRESENTATION	20

EXPERTS	21

TRANSFER AGENT	21

LEGAL PROCEEDINGS	21

WHERE YOU CAN FIND ADDITIONAL INFORMATION	21

EXECUTIVE MANAGEMENT	22

EXECUTIVE AND DIRECTOR COMPENSATION	33

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	37

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT	39

EQUITY INCENTIVE PLANS	40

INCORPORATION BY REFERENCE	42

	●	unexpected technical and marketing difficulties inherent in major research and product development efforts;

	●	our ability to remain a market innovator, to create new market opportunities, and/or to expand into new markets;

	●	the potential need for changes in our long-term strategy in response to future developments;

	●	our ability to attract and retain skilled employees;

	●	our ability to raise sufficient capital to support our operations and fund our growth initiatives;

	●	unexpected changes in significant operating expenses;

	●	changes in the supply, demand and/or prices for our products and services;

	●	increased competition, including from companies which may have substantially greater resources than we have;

	●	the impact of potential security and cyber threats or the risk of unauthorized access to our, our customers’ and/or our business partners’ information and systems;

	●	changes in the regulatory environment and the consequences to our financial position, business and reputation that could result from failing to comply with such regulatory requirements;

	●	our ability to continue to successfully integrate acquired companies into our operations;

	●	our ability to respond and adapt to unexpected legal, regulatory and government budgetary changes, including those resulting from the ongoing COVID-19 pandemic, such as vaccine mandates, the threat of future variants and resulting government-mandated shutdowns, quarantine policies, travel restrictions and social distancing, curtailment of trade and other business restrictions affecting our ability to market our products and services;

	●	varying attitudes towards sports and online casino games and poker (“iGaming”) data providers and betting by foreign governments;

	●	failure to develop or integrate new technology into current products and services;

	●	unfavorable results in legal proceedings to which we may be subject;

	●	failure to establish and maintain effective internal control over financial reporting; and

	●	general economic and business conditions in the United States and elsewhere in the world, including the impact of inflation.

	●	COLLECTS, analyzes and leverages deep learning of behavioral data relating to individual fans;
	●	CONNECTS and controls fan engagement with real-time, personalized betting offers sourced from U.S. sportsbooks and casinos in states where online betting has been legalized;
	●	CONVERTS passive fantasy sports and casual sports fans into sports bettors on a fully automated basis; and
	●	readily enables gaming operators and publishers to CAPITALIZE on acquiring and scaling sports betting and iGaming depositors, resulting in higher revenue generation and greatly enhanced user experiences.

Ordinary Shares Beneficially Held by the Selling Shareholder:		280,712*

Ordinary Shares Offered by the Selling Shareholder:		266,667

Ordinary Shares Outstanding Prior to the Exercise of the Regular Warrant by the Selling Shareholder:		2,810,020

Ordinary Shares Outstanding Assuming the Full Exercise of the Regular Warrant by the Selling Shareholder:		3,076,687*

Use of Proceeds:		We will not receive any proceeds from the sale of shares by the Selling Shareholder. We will receive the proceeds of approximately $160,000 from the full exercise of the Regular Warrant for cash, which we intend to use for general corporate and working capital purposes. However, up until and if the Registrable Shares are registered pursuant to this prospectus, the Regular Warrant may be exercised on a cashless basis; in which case we would not expect to receive any gross proceeds from the cashless exercise of the Regular Warrant.

Risk Factors:		You should carefully read the “Risk Factors” on page 10 and other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Ordinary Shares.

Nasdaq Symbol for Our Ordinary Shares:		SBET

(1)	Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, and includes any shares as to which the security or shareholder has sole or shared voting power or investment power and also any shares which the security or shareholder has the right to acquire within 60 days of June 13, 2023, whether through the exercise or conversion of any preferred stock, stock option, convertible security, warrant or other right. The indication herein that shares are beneficially owned is not an admission on the part of the security or shareholder that he, she or it is a direct or indirect beneficial owner of those shares. Percentage of shares beneficially owned after the resale of all the shares offered by this prospectus assumes there are 2,810,020 outstanding Ordinary Shares prior to the issuance of any Ordinary Shares upon the exercise of the Regular Warrant. All securities held by Alpha that are convertible or exercisable into our Ordinary Shares are subject to the Beneficial Ownership Limitation, which limits Alpha from converting or exercising such securities in the event the conversion or exercise will result in Alpha owning more than 9.99% of our issued and outstanding Ordinary Shares. Konrad Ackermann and Nicola Feuerstein share voting and dispositive power over the securities held for the account of this selling shareholder.

(2)	Assumes the sale of all registered shares in the offering.

(3)	Beneficial ownership reflects the maximum number of Ordinary Shares that may be acquired by Alpha subject to the Beneficial Ownership Limitation. Pursuant to the Company’s records, Alpha owns of record (i) 121,988 Ordinary Shares, (ii) 12,481 Preferred B Shares, (iii) Regular Warrant to purchase 266,667 Ordinary Shares at an exercise price of $0.60 per share, (iv) the Debenture convertible to up to 1,391,798 Ordinary Shares (consisting of 1,053,337 conversion shares to be issued at $4.1772 per share, the conversion price, and 338,461 interest shares which may be issued at $3.90 per share, the closing price of our Ordinary Shares as of April 20, 2023, assuming all permissible interest and principal payments are made in Ordinary Shares and the Debenture is held until maturity), and (v) warrant to purchase up to 880,000 Ordinary Shares at an exercise price of $4.0704 per share, the average of the five Nasdaq Official Closing Prices immediately preceding the Company’s filing of its preliminary proxy statement on April 14, 2023, subject to adjustment.

(4)	As of June 13, 2023, there were 6,880 Preferred A-1 Shares accrued as payment of quarterly dividends on the Preferred B Shares held by Alpha, but not yet issued.

(5)	Alpha’s address is Altenbach 8, 9490 Vaduz, Principality of Liechtenstein.

	●	ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;
	●	block trades in which the broker dealer will attempt to sell the Ordinary Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker dealer as principal and resale by the broker dealer for its account;
	●	an exchange distribution in accordance with the rules of the applicable exchange;
	●	privately negotiated transactions;
	●	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
	●	in transactions through broker dealers that agree with the Selling Shareholder to sell a specified number of such Ordinary Shares at a stipulated price per share;
	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	●	a combination of any such methods of sale; or
	●	any other method permitted pursuant to applicable law.

	●	equal rights to receive an invitation to attend all of and vote at all of the general meetings of the Company. Each one of the Ordinary Shares will confer upon the holder a single vote at every general meeting of the Company at which the holder participates and votes, in person, by agent, or by proxy.

	●	equal rights to receive dividends, if and when distributed, whether in cash or any other manner, and to participate in a distribution of bonus shares, if and when distributed, according to the ratio between the shareholders’ holdings in the Company’s issued and outstanding share capital (Ordinary Shares and Preferred Shares on an as-converted basis, without regard to the Beneficial Ownership Limitation) and the Company’s total issued and outstanding share capital (Ordinary Shares and Preferred Shares on an as-converted basis, without regard to the Beneficial Ownership Limitation).

	●	equal right to participate in a distribution of the Company’s assets available for distribution, in the event of liquidation or winding-up of the Company, following the distribution to the holders of the Series B Preferred Shares, if applicable, and pari-passu with the Series A and Series A-1 Preferred Shares (on an as-converted basis).

	●	equal rights to receive dividends, if and when distributed to holders of Ordinary Shares, whether in cash or any other manner, and to participate in a distribution of bonus shares, if and when distributed, according to the ratio between the shareholders’ holdings in the Company’s issued and outstanding share capital (Ordinary Shares and Preferred Shares on an as-converted basis, without regard to the Beneficial Ownership Limitation) and the Company’s total issued and outstanding share capital (Ordinary Shares and Preferred Shares on an as-converted basis, without regard to the Beneficial Ownership Limitation);

	●	equal right to participate in a distribution of the Company’s assets available for distribution, in the event of liquidation or winding-up of the Company, on an as-converted basis, following the distribution to the holders of the Series B Preferred Shares, if applicable, and pari passu with the Ordinary Shares; and

	●	equal rights to vote on all matters submitted to a vote of the Ordinary Shares (on an as-converted basis, but only up to the number of votes equal to the number of Ordinary Shares into which the Preferred Shares would be convertible subject to the Beneficial Ownership Limitation). The rights attached to any class (other than modifications to the Beneficial Ownership Limitation, which may not be modified) may be modified or abrogated by the affirmative consent of the respective Determining Majority of the shares of such class; provided, however, that the creation of additional shares of a specific class, or the issuance of additional shares of a specific class, shall not be deemed a modification or abrogation of rights attached to shares of such class or of any other class.

	●	until July 26, 2023, a right to receive cumulative dividends at the rate per share (as a percentage of the Preferred B Shares’ Per Preferred Share Purchase Price) of 8% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the date of issuance and on each conversion (with respect only to Preferred B Shares being converted) (each such date, a “Dividend Payment Date”) in cash, or at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable Preferred A-1 Shares, or a combination thereof. Dividends on the Preferred B Shares shall be calculated on the basis of a 360-day year, consisting of twelve 30 day periods, and shall accrue daily commencing on the date a Preferred B Share is issued, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. The payment of the dividends in Preferred A-1 Shares shall be made in a number of shares equal to the amount to be paid divided by the Per Preferred Share Purchase Price of the Preferred A-1 Shares as of the Dividend Payment Date.

	●	a right to receive from the Company an amount equal to the purchase price of each outstanding Preferred B Share, plus any accrued and unpaid dividends, fees or liquidated damages due thereon (in connection with delays in conversion of Preferred B Shares), to be paid upon any liquidation, dissolution or winding-up of the Company, before any distribution to the other securityholders of the Company;

	●	a “full ratchet” anti-dilution adjustment to the conversion price of the Preferred B Shares in the event the Company issues or sells Ordinary Shares or Ordinary Share equivalents for a consideration per share that is less than the conversion price per share of the Preferred B Shares then in effect, other than in connection with an Exempt Issuance (as such term is defined in the Revised Articles) and to a minimum price equal to the higher of: (A) $0.20 and (B) 20% of the closing price on the trading day immediately prior to the consummation of the transaction.

	●	the merger does not require the alteration of the memorandum or articles of association of the surviving company;
	●	the surviving company would not issue more than 20% of the voting rights thereof in the course of the merger and no person will become, as a result of the issuance, a controlling shareholder of the surviving company (for this purpose any securities convertible into shares of the surviving company that such person holds or that are issued to him in the course of the merger are deemed to have been converted or exercised);
	●	neither the target company, nor any shareholder that holds 25% of the means of control of the target company is a shareholder of the surviving company; and
	●	there is no person that holds 25% or more of the means of control in both companies.

Name	Age	Position
Rob Phythian	58	President, Chief Executive Officer and Director
Chris Nicholas	54	Chief Operating Officer and Director
Robert DeLucia	59	Chief Financial Officer
David Abbott	57	Chief Technology Officer
Joseph Housman	41	Chairman of the Board and Director
Paul Abdo⁽¹⁾	52	Director
Thomas Doering^(1)(2)(3)	56	Director
Scott Pollei^(1)(2)(3)	62	Outside Director
Adrienne Anderson^(1)(2)(3)	45	Outside Director

	●	an employment relationship;
	●	a business or professional relationship maintained on a regular basis;
	●	control; and
	●	service as an officer holder, excluding service as an outside director of a company that is offering its shares to the public for the first time.

	●	the interests of the directors and officers of our Company will be as close as possible and in the closest possible conformity to the interests of our shareholders;
	●	we will be able to recruit and retain senior managers who have the ability to lead our Company to business success and to confront the challenges we face;
	●	our directors and officers will be motivated to achieve a high level of business performance without taking unreasonable risks; and
	●	an appropriate balance will be created between the various components of compensation – fixed components versus variable components, short-term versus long-term and compensation in cash versus equity-based compensation.

	●	With respect to our chief executive officer, a controlling shareholder or a relative of a controlling shareholder, approval is required by the (i) Compensation Committee, (ii) Board of Directors and (iii) company’s shareholders with the “special majority” described above (in that order). Subject to certain conditions, the Israeli Companies Law provides an exemption from the shareholder approval requirement in connection with the approval of the Terms of Service and Employment of a CEO candidate or a temporary exemption as described above in connection with the terms of service of Mr. Phythian, our current CEO.

	●	With respect to a director, approval is required by the (i) Compensation Committee, (ii) Board of Directors and (iii) company’s shareholders with a regular majority (in that order).

	●	With respect to any other office holder, approval is required by the Compensation Committee and the Board of Directors (in that order); however, in the event of an update of existing Terms of Service and Employment, which the Compensation Committee confirms is not material, Compensation Committee approval is sufficient.

	Fiscal	Salary		Bonus		Option Awards		All Other Compensation		Total
Name and Position	Year	($)		($)		(1)($)		(2)($)		($)
Rob Phythian	2022		300,000		181,671		130,576		12,000		624,247
President and Chief Executive Officer	2021		259,444		8,000		912,388		5,000		1,184,832

Robert DeLucia	2022		80,385		30,938		21,399		—		132,722
Chief Financial Officer (3)	2021		—		—		—		—		—

Brian Bennett	2022		153,654		22,212		—		—		175,866
Former Chief Financial Officer (4)	2021		81,346		—		80,066		—		161,412

Chris Nicholas	2022		240,000		89,137		113,336		—		442,473
Chief Operating Officer	2021		265,231		36,780		461,928		—		763,939

David Abbott	2022		64,615		—		22,422		—		87,037
Chief Technology Officer (5)	2021		—		—		—		—		—

(1)	Represents the share-based compensation expenses recorded in SharpLink’s consolidated financial statements for the year ended December 31, 2022 and 2021, based on the option’s fair value, calculated in accordance with accounting guidance for equity-based compensation. For a discussion of the assumptions used in reaching this valuation, see note 10 to the consolidated audited financial statements included in our annual report on the Form 10-K for the year ended December 31, 2022, which is incorporated by reference herein.
(2)	Other compensation represents reimbursement of up to $1,000 per month for private/social club dues for the Chief Executive Officer.
(3)	Mr. Robert DeLucia was named as our Chief Financial Officer in August 2022.
(4)	Mr. Brian Bennett joined us as the Chief Financial Officer in August 2021 and resigned in August 2022.
(5)	Mr. David Abbott joined SharpLink in September 2022.

	●	Annual Bonus: Mr. Phythian may be eligible to receive a bonus based on annual bonus plans that will be approved by the Compensation Committee and Board of Directors and will provide for payment of an aggregate bonus of up to 10 monthly base salaries (the “Annual Bonus”). The Annual Bonus will consist of: (i) a discretionary bonus based on the overall satisfaction from the CEO’s performance, including the criteria set forth in the compensation policy, in an amount of up to 3 monthly base salaries, which will be determined by the Compensation Committee and Board of Directors, and (ii) the remainder, which will be based on one or more of the measurable criteria set forth in the Company’s compensation policy, with such targets and weights as determined by the Compensation Committee and Board of Directors, based on the Company’s long-term goals and budget. The Bonus earned, if any, shall be payable in accordance with the Company’s Updated Compensation Policy found at Annex A to the exhibit 99.2 of the Company’s current report on form 6-K submitted on July 28, 2022.

	●	Special Bonus: Mr. Phythian received a one-time special bonus of $68,000 due to his special contribution to the successful execution and consummation of an approximately $10 million round of financing with an institutional investor during November 2021.

	●	Option Grant: Mr. Phythian received options to acquire 45,000 Ordinary Shares, under our 2021 Equity Incentive Plan (the “2021 Plan”), constituting approximately 1.6% of the outstanding share capital of the Company calculated on a fully-diluted basis. One-third of the option will vest and be exercisable on September 8, 2023, the first anniversary of September 8, 2022, the grant date, one-third of the option will vest and be exercisable on September 8, 2024, the second anniversary of the grant date and one-third of the option will vest and be exercisable on September 8, 2025, the third anniversary of the grant date, subject in all cases to Mr. Phythian’s continued services to the Company. The exercise price per share of the option was $10.30, equal to the closing sale price of our Ordinary Shares on the Nasdaq Capital Market on September 8, 2022, the grant date. The option will expire on the tenth anniversary of September 8, 2022.

	Options
Name	Number of Ordinary Shares Underlying Unexercised Options (Exercisable)		Number of Ordinary Shares Underlying Unexercised Options (Unexercisable)		Option Exercise Price		Option Expiration Date
Rob Phythian		8,011		-	$	9.40	12/27/2030
		-		45,000	$	11.70	9/12/2032

Chris Nicholas		8,011		-	$	9.40	12/27/2030
		625		21,875	$	6.40	11/08/2032

Robert DeLucia		1,667		13,333	$	12.00	8/21/2032

David Abbott		1,250		13,750	$	9.50	9/25/2032

Name	Fees Earned ($)		Option Awards ($)⁽¹⁾		Total($)
Paul Abdo	$	52,800	$	121,804	$	174,604
Joe Housman	$	72,800	$	121,804	$	194,604
Tom Doering	$	56,400	$	—	$	56,400
Scott Pollei	$	57,000	$	—	$	57,000
Adrienne Anderson	$	57,600	$	—	$	57,600

	●	the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years; and

	●	any of our directors (and director nominees), executive officers, or holders of more than 5% of our voting securities, or immediate family member or affiliate of such persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under “Executive Compensation and Related Information” above, or that were approved by our Compensation Committee.

Name ⁽¹⁾	Number of Ordinary Shares Beneficially Owned⁽²⁾		Percentage of Outstanding Ordinary Shares⁽³⁾
*Principal Shareholders*
Alpha ^{(4) (5) (6)}		280,712		9.99	%

*Executive Officers*
Rob Phythian, CEO⁽⁷⁾		61,129		2.2	%
Chris Nicholas, COO⁽⁸⁾		140,121		5.0	%
Robert DeLucia, CFO⁽⁹⁾		5,278		*
David Abbott, CTO⁽¹⁰⁾		5,555		*
*Non-Employee Directors*
Paul Abdo⁽¹¹⁾		112,830		4.0	%
Joe Housman⁽¹²⁾		22,983		*
Tom Doering		—		—
Scott Pollei		—		—
Adrienne Anderson		—		—
All directors and executive officers as a group		347,896		12.2	%

*	Indicates less than 1%.

1	Unless otherwise indicated, such individual’s address is C/O SharpLink Gaming Ltd., 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401.

2	Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Ordinary shares relating to options currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

3	Percentages are calculated based on 2,810,020 Ordinary Shares issued and outstanding as of June 13, 2023, less 90 Ordinary Shares held as treasury stock. This represents a total number of 2,809,930.

4	Beneficial ownership reflects the maximum number of Ordinary Shares that may be acquired by Alpha subject to the Beneficial Ownership Limitation. Pursuant to the Company’s records, Alpha owns of record (i) 121,988 Ordinary Shares, (ii) 12,481 Preferred B Shares, (iii) Regular Warrants to purchase 266,667 Ordinary Shares at an exercise price of $0.60 per share, (iv) the Debenture convertible to up to 1,391,798 Ordinary Shares (consisting of 1,053,337 conversion shares to be issued at $4.1772 per share, the conversion price, and 338,461 interest shares which may be issued at $3.90 per share, the closing price of our Ordinary Shares as of April 20, 2023, assuming all permissible interest and principal payments are made in Ordinary Shares and the Debenture is held until maturity), and (v) warrant to purchase up to 880,000 Ordinary Shares at an exercise price of $4.0704 per share, the average of the five Nasdaq Official Closing Prices immediately preceding the Company’s filing of its preliminary proxy statement on April 14, 2023, subject to adjustment.

5	As of June 13, 2023, there were 6,880 Preferred A-1 Shares accrued as payment of quarterly dividends on the Preferred B Shares held by Alpha, but not yet issued.

6	Alpha’s address is Altenbach 8, 9490 Vaduz, Principality of Liechtenstein.

7	Includes 10,442 Ordinary Shares issuable upon exercise of options within 60 days.

8	Includes 14,678 Ordinary Shares issuable upon exercise of options within 60 days.

9	Includes 5,278 Ordinary Shares issuable upon exercise of options within 60 days.

10	Includes 5,555 Ordinary Shares issuable upon exercise of options within 60 days.

11	Includes 5,835 Ordinary Shares issuable upon exercise of options within 60 days, and 82,793 Ordinary Shares indirectly owned by Mr. Abdo through Abdo Investments II, Inc., a Minnesota corporation. Mr. Abdo is a director of Abdo Investments II, Inc.

12	Includes 5,835 Ordinary Shares issuable upon exercise of options within 60 days.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants or Rights		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plan Approved by Shareholders:

2020 Stock Incentive Plan		43,063	$	9.40		-
2021 Equity Incentive Plan		245,849	$	10.00		297,814

Equity Compensation Plan Not Approved by Shareholders:		N/A		N/A		N/A

	●	our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 5, 2023;

	●	our quarterly report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 16, 2023;

	●	our definitive proxy statement on Schedule 14A, filed with the SEC on April 25, 2023; and

	●	our Current Reports on Forms 8-K and 8-K/A filed with the SEC on January 5, 2023, January 23, 2023, February 16, 2023, February 17, 2023, April 26, 2023, May 10, 2023 and May 26, 2023.

SEC Registration Fee	$	84
Accounting Fees and Expenses	$	20,000
Legal Fees and Expenses	$	42,500
Miscellaneous Fees and Expenses	$	17,416

Total	$	80,000

Exhibit Number		Description

3.1		Memorandum of Association (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on April 26, 2023) (translated from Hebrew; the original language version is on file with the Registrant and is available upon request)

3.2		Second Amended and Restated Articles of Association (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on April 26, 2023)

4.1		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)

4.2		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)

5.1*		Opinion of S. Friedman, Abramson & Co.

10.1		Agreement and Plan of Merger, dated April 15, 2021, among the Registrant, SharpLink, Inc., and New SL Acquisition Corp. (incorporated by reference to Exhibit 99.2 to the Report on Form 6-K submitted to the SEC on April 15, 2021)

10.2		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)

10.3+		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)

10.4+		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)

10.5+		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)

10.6+		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)

10.7+		Employment Agreement by and between SharpLink, Inc. 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)

10.8+		Directors and Officers Compensation Policy (incorporated by reference to Annex C to Exhibit 99.2 of the Report on Form 6-K submitted to the SEC on July 28, 2022)

10.9		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)

10.10		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)

10.11		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)

10.12†		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)

10.13		Agreement and Plan of Merger, dated September 7, 2022, by and among SharpLink Gaming Ltd., SHGN Acquisition Corp., SportsHub Games Network, Inc. and Christian Peterson, in his capacity as the Stockholder Representative (incorporated by reference to Annex A-1 to Exhibit 99.2 of the Report on Form 6-K submitted to the SEC on November 8, 2022)

10.14		First Amendment to Agreement and Plan of Merger, dated November 2, 2022, by and among SharpLink Gaming Ltd., SHGN Acquisition Corp., SportsHub Games Network, Inc. and Christian Peterson, in his capacity as the Stockholder Representative (incorporated by reference to Annex A-1 to Exhibit 99.2 of the Report on Form 6-K submitted to the SEC on November 8, 2022)

10.15††		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)

10.16		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)

10.17		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)

10.18		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)

10.19		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)

10.20		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)

10.21		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)

10.22		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)

10.23		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)

10.24		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)

10.25		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)

10.26		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)

10.27		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)

10.28		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)

10.29		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)

10.30		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)

10.31		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)

10.32		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)

10.33		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)

10.34		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)

10.35		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)

10.36		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)

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)

23.1*		Consent of Cherry Bekaert, LLP

23.2*		Consent of RSM US LLP

23.3*		Consent of S. Friedman, Abramson & Co. (included in Exhibit 5.1)

24.1*		Power of attorney

107*		Filing Fee Table

*	Filed herewith
**	Previously filed
†	Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information contained in this has been redacted as indicated therein
††	Annexes and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted annexes and schedules upon request.
+	Indicates management contract or compensatory plan.

	SHARPLINK GAMING LTD.

Dated: June 14, 2023	By:	/s/ Rob Phythian
		Rob Phythian
		Chief Executive Officer and Director

Dated: June 14, 2023	By:	/s/ Robert DeLucia
		Robert DeLucia
		Chief Financial Officer

SEC Form S-1 filed by SharpLink Gaming Ltd.