As filed with the United States Securities and Exchange Commission on October 6, 2023
Registration No. 333-274659
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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. | Odeya Brick-Zarsky, Adv. | Oded Har-Even, Esq. | ||
Tahra Wright, Esq. | Guy Eizenberg, Adv. | Eric Victorson, Esq. | ||
Loeb & Loeb LLP | S. Friedman, Abramson & Co. | Sullivan & Worcester LLP | ||
345 Park Avenue | 146 Derech Menachem Begin | 1633 Broadway | ||
New York, New York 10154 | Tel Aviv 6492103 | New York, New York 10019 | ||
Israel |
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 | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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.
EXPLANATORY NOTE
SharpLink Gaming Ltd. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-274659) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
10.38 | 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 Current Report on Form 8-K filed with the SEC on February 16, 2023) | |
10.39** | Form of Securities Purchase Agreement | |
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 RSM US LLP | |
23.4*** | Consent of BerganKD, LTD. | |
23.5* | Consent of S. Friedman, Abramson & Co. (included in Exhibit 5.1) | |
24.1*** | Power of Attorney | |
107*** | Filing Fee Table |
* | To be filed by amendment |
** | 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. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, SharpLink Gaming Ltd. has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 6th day of October, 2023.
SHARPLINK GAMING LTD. | ||
By: | /s/ Rob Phythian | |
Rob Phythian | ||
Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date | ||
/s/ Rob Phythian | Chief Executive Officer and Director | October 6, 2023 | ||
Rob Phythian | (Principal Executive Officer) | |||
/s/ Jason Lee | Corporate Controller | October 6, 2023 | ||
Jason Lee | (Interim Principal Financial and Accounting Officer) | |||
* | Chief Operating Officer and Director | October 6, 2023 | ||
Chris Nicholas | ||||
* | Chairman of the Board | October 6, 2023 | ||
Joseph Housman | ||||
* | Director | October 6, 2023 | ||
Paul Abdo | ||||
* | Director | October 6, 2023 | ||
Thomas Doering | ||||
* | Outside Director | October 6, 2023 | ||
Adrienne Anderson | ||||
* | Outside Director | October 6, 2023 | ||
Scott Pollei |
* By: | /s/ Rob Phythian | |
Rob Phythian | ||
as Attorney-in-Fact |