Subsequent Events | Note 19 - Subsequent Events The Company performed an evaluation of subsequent events for potential recognition and disclosure through the date of the financial statements’ issuance. Reverse Stock Split On April 25, 2023 (the “Effective Date”), the Company effected a 1-for-10 reverse share split of all of the Company’s share capital, including its ordinary shares, nominal value of NIS 0.06 per share (the “Reverse Stock Split”) and adopted amendments to its M&AA in connection with the Reverse Stock Split The Company undertook the Reverse Stock Split with the objective of meeting the minimum $ 1.00 26,881,144 2,688,541 92,900,000 0.06 9,290,000 0.60 Nasdaq Notice In November 2022, the Company announced that it had received a letter from Nasdaq Listing Qualifications (“Nasdaq”) indicating that the Company was no longer in compliance with the minimum bid price requirement for continued listing set forth in Listing Rule 5550(a)(2) (the “Rule), which requires listed securities to maintain a minimum bid price of $ 1.00 On April 25, 2023, the Company effected a 1-for-10 reverse stock split as a means to cure the bid price deficiency and, for a period of ten consecutive trading days through May 9, 2023, the closing bid price of the Company’s ordinary shares was above $1.00 On May 5, 2023, the Company received a Staff Determination Letter (the “Letter”) from Nasdaq that the Company had not regained compliance with the Rule during the initial 180 days (by May 3, 2033) and was not eligible for a second 180-day period to regain compliance. The Letter advised that the Company may request an appeal of this determination and pay a hearing fee no later than May 12, 2023, and unless the Company did so, the Company’s ordinary shares would be suspended at the opening of business on May 16, 2023 and would subsequently be removed from listing and registration. On May 10, 2023, Nasdaq notified the Company that since the bid price of the Company’s ordinary shares closed above $ 1.00 | Note 19 – Subsequent Events On January 20, 2023, the Company held an Extraordinary General Meeting of Shareholders and approved a reverse share split of the Company’s ordinary shares, par value NIS 0.06 per share, by a ratio of up to and including 20:1, to be effective at the ratio and on a date to be determined by the Company’s Board of Directors; and amendments to the Company’s Amended and Restated Articles and Memorandum of Association to effect such reverse share split On February 13, 2023, SharpLink, Inc. (the “Borrower”), a Minnesota corporation and wholly owned subsidiary of the Company, entered into a Revolving Credit Agreement (the “2023 Revolving Credit Agreement”) with Platinum Bank, a Minnesota banking corporation (the “Lender”) and executed a revolving promissory note of $ 7,000,000 The 2023 Revolving Credit Agreement provides for a two-year revolving line of credit (the “2023 Credit Line”) in the original principal amount of $ 7,000,000 As previously disclosed, on December 22, 2022, the Company consummated a transaction with SHGN Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, and SportsHub Games Network, Inc., a Delaware corporation. As a result, SportsHub Games Network, Inc. merged with and into SHGN Acquisition Corp., with SHGN Acquisition Corp. remaining as the surviving corporation and wholly owned subsidiary of the Company. After the merger, SHGN Acquisition Corp. (“New Borrower”) entered the following agreements with the Lender to assume the loans of SportsHub Games Network, Inc. (“Existing Borrower”). ● On February 13, 2023, the New Borrower as successor by merger to Existing Borrower, LeagueSafe Management, LLC, a Minnesota limited liability company (“LeagueSafe”), Virtual Fantasy Games Acquisition, LLC, a Minnesota limited liability company (“Virtual Fantasy,” and together with LeagueSafe, collectively, the “Guarantors”) entered into a consent, assumption and second amendment agreement with the Lender. LeagueSafe and Virtual Fantasy were the Existing Borrower’s subsidiaries, and as a result of the merger, became the New Borrower’s subsidiaries. ● On February 13, 2023, the New Borrower also executed an amended and restated term promissory note payable to the Lender in the principal amount of $ 1,267,199 2,000,000 ● On February 13, 2023, the New Borrower, LeagueSafe and Virtual Fantasy (together with LeagueSafe, the “Pledgors”) entered into a consent, assumption and third amendment agreement with the Lender. ● On February 13, 2023, the New Borrower also executed an amended and restated revolving promissory note payable to the Lender in the principal amount of $ 5,000,000 5,000,000 On February 15, 2023, the Company also issued to Alpha the Warrant to purchase 8,800,000 0.875 0.875 9.99% On March 10, 2023, Silicon Valley Bank (“SVB”) was placed into the hands of receivers at the FDIC. On this date, SharpLink had approximately $ 336,000 250,000 140,000 UNAUDITED CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2023 SHARPLINK GAMING LTD. (UNAUDITED ) March 31, 2023 December 31, 2022 (unaudited) (audited) Assets Current Assets Cash $ 28,830,217 $ 39,324,529 Restricted cash 10,973,259 11,132,957 Accounts receivable, net of allowance for credit losses of $ 0 0 1,375,440 776,530 Accounts receivable, net of allowance 1,375,440 776,530 Unbilled receivables 507,091 47,000 Contract assets 227,312 219,116 Deferred prize expense 5,295,835 356,158 Prepaid expenses and other current assets 1,138,827 744,275 Current assets from discontinued operations 550,000 1,310,000 Total current assets 48,897,981 53,910,565 Investment, cost 200,000 200,000 Equipment, net 52,022 60,218 Right-of-use asset - operating lease 210,224 230,680 Intangibles Intangible assets, net 3,783,204 3,727,933 Goodwill 6,916,095 6,916,095 Total assets $ 60,059,526 $ 65,045,491 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable and accrued expenses $ 1,884,865 $ 2,125,707 Contract liabilities 7,729,639 2,166,451 Prize liability 6,219,199 6,061,434 Customer deposits 30,351,091 42,171,589 Line of credit 4,613,151 4,120,651 Current portion of long-term debt 1,030,802 1,018,918 Current portion of convertible debt, net of discount of $ 128,104 0 1,125,303 0 3,146,593 - Current portion of convertible debt 3,146,593 - Current portion of lease liability 31,538 31,070 Current liabilities from discontinued operations 685,500 1,215,213 Total current liabilities 55,692,378 58,911,033 Long-Term Liabilities Deferred tax liability 18,476 6,206 Debt, less current portion 2,671,162 2,931,698 Lease liability, less current portion 188,476 210,037 Total liabilities 58,570,492 62,058,974 Commitments and Contingencies - - Stockholders’ Equity Ordinary shares, $ 0.20 9,290,000 2,688,541 537,731 537,731 Ordinary shares, value 537,731 537,731 Series A-1 preferred stock, $ 0.20 260,000 6,880 6,630 149,258 138,414 1,376 1,326 Series B preferred stock, $ 0.20 370,000 12,481 596,193 595,245 2,496 2,496 Preferred stock, value Treasury stock, nine ordinary shares at cost (29,000 ) (29,000 ) Additional paid-in capital 77,365,818 76,039,604 Accumulated deficit (76,389,387 ) (73,565,641 ) Total stockholders’ equity 1,489,034 2,986,517 Total liabilities and stockholders’ equity $ 60,059,526 $ 65,045,491 See accompanying notes to these condensed consolidated financial statements. SHARPLINK GAMING LTD. (UNAUDITED ) For the Three Months Ended, March 31, 2023 March 31, 2022 Revenues $ 3,390,391 $ 1,896,335 Cost of revenues 2,046,750 1,268,902 Gross profit 1,343,641 627,433 Operating expenses Selling, general, and administrative expenses 3,671,417 2,829,892 Goodwill and intangible asset impairment expenses - 4,726,000 Total operating expenses 3,671,417 7,555,892 Operating loss (2,327,776 ) (6,928,459 ) Other income and expense Interest income 272,421 12,314 Interest expense (337,421 ) (20,384 ) Change in fair value of convertible debenture (255,229 ) - Total other income and expense (320,229 ) (8,070 ) Net loss before income taxes (2,648,005 ) (6,936,529 ) Provision for income tax expenses 30,741 - Net loss from continuing operations (2,678,746 ) (6,936,529 ) Net loss from discontinued operations, net of tax (145,000 ) (108,000 ) Net loss $ (2,823,746 ) $ (7,044,529 ) Numerator for basic and diluted net loss per share: Net loss from continuing operations available to ordinary shareholders $ (2,679,695 ) $ (6,940,124 ) Net loss from discontinued operations available to ordinary shareholders (145,000 ) (108,000 ) Total Numerator for basic and diluted net loss per share (2,824,695 ) (7,048,124 ) Denominator for basic and diluted net loss per share: Weighted average shares outstanding 2,813,900 2,361,974 Net loss per share - Basic and diluted Net loss from continuing operations per share $ (0.95 ) $ (2.94 ) Net loss from discontinued operations per share (0.05 ) (0.05 ) Net loss per share $ (1.00 ) $ (2.99 ) See accompanying notes to these condensed consolidated financial statements. FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED) Shares Amount Shares Amount Shares Amount Capital stock deficit equity Ordinary shares Series A-1 preferred stock Series B preferred stock Additional Total Paid-In Treasury Accumulated shareholders’ Shares Amount Shares Amount Shares Amount Capital stock deficit equity Balance, December 31, 2021 2,236,615 $ 447,346 5,474 $ 1,094 12,481 $ 2,496 $ 72,101,783 $ (2,900 ) $ (58,332,263 ) $ 14,191,456 Net loss - - - - - - - - (7,044,529 ) (7,044,529 ) Stock-based compensation expense - - - - - - 380,685 - - 380,685 Dividends on Series B preferred stock in Series A-1 preferred stock - - - - - - - - - - Balance, March 31, 2022 2,236,615 447,346 5,474 1,094 12,481 2,496 72,482,468 (2,900 ) (65,376,792 ) 7,527,612 Balance, December 31, 2022 2,688,541 $ 537,731 6,630 $ 1,326 12,481 $ 2,496 $ 76,039,605 $ (2,900 ) $ (73,565,641 ) $ 2,986,517 Net loss - - - - - - - - (2,823,746 ) (2,823,746 ) Stock-based compensation expense - - - - - - 152,034 - - 152,034 Warrants issued in conjunction with convertible debenture - - - - - - 1,174,229 - - 1,174,229 Dividends on Series B preferred stock in Series A-1 preferred stock - - 250 50 - - (50 ) - - - Balance, March 31, 2023 2,688,541 537,731 6,880 1,376 12,481 2,496 77,365,818 (2,900 ) (76,389,387 ) 1,489,034 See accompanying notes to these condensed consolidated financial statements. (UNAUDITED) For the Three Months Ended March 31, Includes cash flow activities from both continuing and discontinued operations 2023 2022 Operating activities Net loss from continuing operations $ (2,678,746 ) $ (6,936,529 ) Net loss from discontinued operations, net of tax $ (145,000 ) $ (108,000 ) Net loss $ (2,823,746 ) $ (7,044,529 ) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 194,051 304,331 Amortization of loan costs 1,961 - Amortization of debt discount 65,592 - Amortization of prepaid stock issued for services 43,000 - Change in fair value of convertible debenture 255,229 - Deferred tax expense 12,270 128,640 Stock-based compensation expense 152,034 380,685 Write-off of amounts related to acquisition of FourCubed - 4,726,000 Changes in assets and liabilities Accounts receivable (598,910 ) 528,072 Unbilled receivable (460,091 ) (295,741 ) Contract assets (8,196 ) (117,106 ) Deferred Prize Expense (4,939,677 ) - Prepaid expenses and other current assets (438,189 ) (52,670 ) Accounts payable and accrued expenses (240,842 ) 530,899 Contract liabilities 5,563,188 - Customer deposits and other current liabilities (11,662,731 ) (557,038 ) Net cash (used for) provided by operating activities - continuing operations (14,885,057 ) (1,468,457 ) Net cash (used for) operating activities - discontinued operations (82,713 ) (823,919 ) Net cash (used for) provided by operating activities (14,967,770 ) (2,292,376 ) Investing activities Capital expenditures for equipment (1,833 ) - Capital expenditures for internally developed software (239,294 ) (33,516 ) Net cash used for investing activities - continuing operations (241,127 ) (33,516 ) Financing activities Proceeds from convertible debenture 4,000,000 - Proceeds from debt - 2,532,345 Proceeds from line of credit 500,000 - Repayments of debt (250,613 ) - Payments of debt issue costs (7,500 ) - Distributions from Parent - (63,614 ) Net cash generated by financing activities - continuing operations 4,241,887 2,468,731 Net change in cash and restricted cash (10,967,010 ) 142,839 Cash and restricted cash, beginning of year 50,457,486 6,065,461 Less cash from discontinued operations (313,000 ) (982,000 ) Cash and restricted cash, end of year 39,803,476 $ 7,190,300 Reconciliation of Cash and Restricted Cash Cash $ 28,830,217 $ 7,190,300 Restricted cash 10,973,259 - Total cash and restricted cash $ 39,803,476 $ 7,190,300 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest 109,165 - Cash paid for taxes 19,916 - Non-cash financing activities Discount on convertible debenture and purchase warrant 1,574,229 Dividends on Series B preferred stock in Series A-1 preferred stock 949 3,595 See accompanying notes to these condensed consolidated financial statements. FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 |