Acquisitions | Note 5 - Acquisitions SportsHub Games Network, Inc. (“SportsHub”) Description of the Transaction On December 22, 2022, SharpLink, through its wholly owned subsidiary, SHGN Acquisition Corp (“Acquirer” or the “Merger Subsidiary”) acquired all of the outstanding capital stock of SportsHub (the “SportsHub Acquisition”), via an Agreement and Plan of Merger, dated as of September 6, 2022 (the “SportsHub Merger Agreement”). In accordance with the terms of the SportsHub Merger Agreement between the Acquirer, SportsHub and an individual acting as the SportsHub stockholders’ representative (the “Stockholder Representative”): ● SharpLink issued an aggregate of 431,926 ordinary shares to the equity holders of SportsHub, on a fully diluted basis, including 377,985 53,941 40,585 23,714 13,975 2,896 ● SportsHub merged with and into the Merger Subsidiary, with the Merger Subsidiary remaining as the surviving corporation and wholly owned subsidiary of SharpLink. ● SportsHub, which owned 889,380 ● SharpLink assumed $ 5,387,850 Identification of Accounting Acquirer The transaction was accomplished through a direct acquisition, whereby SHGN Acquisition Corp effectively acquired all of the outstanding capital stock of SportsHub, as a result of which SHGN Acquisition Corp obtained control over SportsHub. Therefore, SHGN Acquisition Corp has been determined to be the acquirer in the transaction, and SportsHub the acquiree. Determining the Acquisition Date The Acquirer obtained control of SportsHub following the exchange of consideration on December 22, 2022. Thus, the closing date of December 22, 2022 was the acquisition date. Purchase Price The purchase price is based on SharpLink’s closing share price of $ 2.90 472,513 1,267,199 4,120,651 Schedule of Purchase Consideration Description Amount Fair Value of Equity Consideration $ 1,370,287 Fair Value of Seller Platinum Line of Credit and Loan 5,387,850 Total Purchase Price $ 6,758,137 Purchase Price Allocation The SportsHub Acquisition assets and liabilities were measured at fair values as of December 22, 2022, primarily based on the valuation determined by an independent valuation, which were based on income-based method and relief from royalty method. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions, including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 38,255,266 Restricted cash 10,604,004 Accounts receivable 186,712 Prepaid expenses and other current assets 1,916,932 Equipment 11,953 Other long-term assets 95,793 Intangible assets 2,390,000 Total Assets $ 53,460,660 Liabilities: Accrued expenses $ 284,345 Deferred tax liabilities 48,775 Deferred revenue 3,574,285 Other current liabilities 47,657,117 Other long-term liabilities 106,705 Total liabilities $ 51,671,227 Net assets acquired, excluding goodwill $ 1,789,433 Goodwill 4,968,703 Purchase consideration for accounting acquiree $ 6,758,137 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 1,550,000 5 Trade names 640,000 6 Acquired technology 200,000 5 $ 2,390,000 The excess of consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the SportsHub Acquisition. The goodwill created in the acquisition is not expected to be deductible for tax purposes. As of June 30, 2023, the calculation and allocation of the purchase price to tangible and intangible assets and liabilities is preliminary, as the Company is still in the process of accumulating all of the required information to finalize the opening balance sheet and calculations of intangible assets. Transaction Costs SharpLink’s transaction costs incurred in connection with the SportsHub Acquisition were $ 83,866 Unaudited Pro Forma Information The following unaudited supplemental pro forma financial information presents the financial results for the six months ended June 30, 2022 as if the SportsHub Acquisition had occurred on January 1, 2022. The pro forma financial information includes, where applicable, adjustments for: (i) additional amortization expense of $ 220,889 83,866 The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of SportsHub: Schedule of Business Acquisition Pro Forma Information June 30, 2022 Revenues $ 5,699,941 Loss from continuing operations (11,617,505 ) Less: dividends accrued on series B preferred stock (5,841 ) Net loss from continuing operations available to ordinary shareholders (11,623,346 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders (1,255,654 ) Net loss available to ordinary shareholders (12,879,000 ) Basic and diluted: Net loss from continuing operations per share $ (4.92 ) Net loss from discontinued operations per share (0.53 ) Net loss per share $ (5.45 ) The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the SportsHub Acquisition been completed as of the date indicated or the results that may be obtained in the future. | Note 3 – Acquisitions Mer Telemanagement Solutions Ltd. (“MTS”) Description of the Transaction On July 26, 2021, Mer Telemanagement Solutions Ltd. (“MTS”), New SL Acquisition Corp., a wholly owned subsidiary of MTS (“Merger Sub”) and privately held SharpLink, Inc. (“SharpLink, Inc.”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into SharpLink, Inc., with SharpLink, Inc. surviving as a wholly-owned subsidiary of legacy MTS (the “Reverse Merger” or “MTS Merger”). Following the MTS Merger, the Company changed its name from Mer Telemanagement Solutions Ltd. to SharpLink Gaming Ltd. (the “Company”). On a pro forma and fully-diluted basis for the Company, SharpLink, Inc. shareholders own approximately 86 stock option pool of 10% of the fully-diluted outstanding share capital of the Company, and legacy MTS securityholders own approximately 14% of the fully-diluted outstanding capital of the Company. As a result of the MTS Merger, each outstanding share of SharpLink, Inc. common stock was converted into the right to receive SharpLink Gaming Ltd. ordinary shares as calculated pursuant to the Exchange Ratio, as defined in the Merger Agreement. Each outstanding share of SharpLink, Inc. Series A preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series A-1 preferred stock, calculated pursuant to the Exchange Ratio. Each outstanding share of SharpLink, Inc. Series A-1 preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series A-1 preferred stock, calculated pursuant to the Exchange Ratio. Each outstanding share of SharpLink, Inc. Series B preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series B preferred stock, calculated pursuant to the Exchange Ratio. In connection with a closing condition of the Merger Agreement, a major shareholder of both legacy MTS and SharpLink, Inc., invested $ 6,000,000 in exchange for 369,287 shares of SharpLink Gaming Ltd. Series B preferred stock. Identification of Accounting Acquirer As a result of the MTS Merger, SharpLink, Inc. shareholders owned 86 Purchase Price The purchase price was based on the legacy MTS closing share price of $ 68.00 on July 26, 2021 and 249,216 and 67,078 of Ordinary Shares and Preferred Shares, respectively, outstanding as of July 26, 2021, as well as the fair value of 10,833 share options and warrants outstanding as of July 26, 2021. The following table represents the purchase consideration paid in the MTS Merger. Schedule of Purchase Consideration MTS issued and outstanding ordinary shares immediately prior to Merger 316,295 MTS share price on July 26, 2021 $ 68.00 MTS ordinary shares fair value 21,508,067 MTS warrants and options fair value $ 601,965 Purchase consideration for accounting acquiree $ 22,110,032 The fair values of the MTS warrants and options, which are further disclosed in Notes 10 and 12, respectively, were determined using a Black Scholes option-pricing model with the following assumptions: Schedule of Assumptions MTS Warrants - $2.642 strike price Fair value of ordinary shares $ 68.00 Exercise price $ 26.40 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 44.91 Warrants 5,833 Fair value $ 261,965 MTS Warrants - $0 strike price Fair value of ordinary shares $ 68.00 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 68.00 Warrants 2,500 Fair value $ 170,000 MTS Options - $0 strike price Fair value of ordinary shares $ 68.00 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 68.00 Warrants 2,500 Fair value $ 170,000 Purchase Price Allocation The MTS assets and liabilities were measured at estimated fair values at July 26, 2021, primarily using Level 3 inputs. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of July 26, 2021 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash 916,000 Restricted cash 1,016,000 Accounts receivable 356,000 Prepaid expenses and other current assets 322,000 Equipment 25,000 Other long-term assets 261,000 Intangible assets 483,000 Total Assets $ 3,379,000 Liabilities: Accrued expenses 2,129,000 Deferred revenue 914,000 Other current liabilities 495,000 Other long-term liabilities 312,000 Total liabilities $ 3,850,000 Net assets acquired, excluding goodwill $ (471,000 ) Goodwill 22,581,032 Purchase consideration for accounting acquiree $ 22,110,032 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 414,000 4 Developed technology 69,000 3 Total fair value of assumption asset $ 483,000 The excess of the consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the MTS Merger in the go-public transaction. During the year ended December 31, 2021, $ 21,722,213 The allocation of purchase price is subject to finalization during a period not to exceed one year from the acquisition date. Adjustments to the preliminary allocation of purchase price may occur related to finalization of income taxes. Transaction Costs SharpLink’s transaction costs incurred in connection with the MTS Merger were $ 3,084,341 Results of the Legacy MTS Business Subsequent to the Acquisition For the year ended December 31, 2021, the legacy MTS business had revenues and net loss of $ 1,517,001 22,173,554 21,722,213 FourCubed Description of the Transaction On December 31, 2021, SharpLink Gaming Ltd., through its wholly owned subsidiary FourCubed Acquisition Company, LLC, acquired certain business assets of FourCubed (“FourCubed Acquisition”) for total consideration of $ 6,886,523 in cash and 60,611 ordinary shares of SharpLink Gaming Ltd. with an acquisition date fair value of $ 1,606,202 . Consideration of $ 6,195,000 was paid on the date of closing, $ 130,000 plus repayment of cash acquired of $ 311,523 is due within 45 days after closing and $ 250,000 is due within six months after closing and subject to indemnity claims. Subsequent to closing, the seller is able to earn up to an additional 58,775 ordinary shares of SharpLink Gaming Ltd. by maintaining employment and meeting certain performance conditions (“ Earnout” Earnout The Company accounts for an earnout as business combination consideration or compensation in accordance with ASC 805, Business Combinations, and/or ASC 718, Compensation – Stock Compensation, depending on the specific terms of the agreement. Based on the terms of the agreement, the number of ordinary shares to be paid is fixed as of the agreement date and is paid in the form of ordinary shares in multiple tranches, contingent on continued employment and the achievement of performance milestones, such as business activities, revenue targets and gross margin targets. In March 2022, the seller’s employment was terminated. No performance-based milestones were achieved prior to termination. As the earnout is contingent upon achieving specified milestones and continued employment, the Company does not expect to recognize compensation cost related to the earnout. Purchase Price The purchase price was based on the cash consideration paid and 60,611 ordinary shares issued and valued at the closing share price of $ 26.50 on December 31, 2021. The following table represents the purchase consideration to be paid in the FourCubed Acquisition. Schedule of Purchase Consideration Ordinary shares issued to seller 60,611 Ordinary share price on December 31, 2021 $ 26.50 Consideration in ordinary shares 1,606,202 Cash paid to Seller 6,195,000 Due to Seller 691,523 Purchase consideration $ 8,492,725 Purchase Price Allocation The FourCubed assets and liabilities were measured at estimated fair values at December 31, 2021, primarily using Level 3 inputs. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including customer attrition rates, cost to recreate intellectual property and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of December 31, 2021 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 311,523 Accounts receivable 424,593 Prepaid expenses and other current assets 9,468 Intangible assets 4,928,000 Total assets $ 5,673,584 Liabilities: Accrued expenses $ 311,026 Total liabilities 311,026 Net assets acquired, excluding goodwill $ 5,362,558 Goodwill 3,130,167 Purchase consideration for accounting acquiree $ 8,492,725 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 4,144,000 10 Developed technology 784,000 1 Total fair value of assumption asset $ 4,928,000 The excess of the consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill, which is attributed to expected synergies and expanded market opportunities from combining the Company’s operations with FourCubed. The goodwill created in the acquisition is expected to be deductible for tax purposes. FourCubed earns advertising commissions from online gambling sites for connecting individuals to the sites. FourCubed has one performance obligation: to make the connection between the individual and the online gambling site. FourCubed is compensated for that delivery through a cost per acquisition model (CPA) or revenue share model. In February 2022, FourCubed was notified by Entain plc, a gaming operator from which FourCubed earned over 85 percent of its revenues, that it intends to exit the Russian market. FourCubed estimates that approximately 40 percent of its annual revenue, with an estimated operating income margin of 25 percent, is earned from players in the Russian market. The Company recorded $ 3,211,000 1,515,000 Transaction Costs Transaction costs incurred in connection with the FourCubed Acquisition were $ 67,130 SportsHub Games Network, Inc. (“SportsHub”) Description of the Transaction On December 22, 2022 (the “Close Date”), SharpLink, through its wholly owned subsidiary, SHGN Acquisition Corp (“Acquirer” or the “Merger Subsidiary) acquired all of the outstanding capital stock of SportsHub, via an Agreement and Plan of Merger, dated as of September 6, 2022 (“Merger Agreement”). In accordance with the terms of the Equity Purchase Agreement between the Acquirer, the Acquiree and an individual acting as the SportsHub stockholders’ representative (“the Stockholder Representative”): ● SharpLink issued an aggregate of 431,926 377,985 53,941 40,585 23,714 13,975 2,896 ● SportsHub has merged with and into the Merger Subsidiary, with the Merger Subsidiary remaining as the surviving corporation and wholly owned subsidiary of SharpLink. ● SportsHub, which owned 889,380 ordinary shares of SharpLink prior to the merger, distributed those shares to SportsHub’s stockholders immediately prior to the consummation of the Merger. These shares were not part of the purchase consideration. ● SharpLink assumed $ 5,387,850 Identification of Accounting Acquirer The transaction was accomplished through a direct acquisition, whereby SHGN Acquisition Corp effectively acquired all of the outstanding capital stock of SportsHub, as a result of which SHGN Acquisition Corp obtained control over SportsHub. Therefore, SHGN Acquisition Corp has been determined to be the acquirer in the transaction, and SportsHub the acquiree. Determining the Acquisition Date The Acquirer obtained control of Acquiree following the exchange of consideration on December 22, 2022. Thus, the closing date of December 22, 2022 was the acquisition date. Purchase Price The purchase price is based on SharpLink’s closing share price of $ 2.90 on December 22, 2022 and 472,513 of Ordinary Shares as well as the fair value of Seller’s term loan of $ 1,267,199 and line of credit of $ 4,120,651 . The following table represents the purchase consideration paid in the SportsHub Acquisition: Schedule of Purchase Consideration Description Amount Fair Value of Equity Consideration $ 1,370,287 Fair Value of Seller Platinum Line of Credit and Loan 5,387,850 Total Purchase Price $ 6,758,137 Purchase Price Allocation The SportsHub Acquisition assets and liabilities were measured at fair values as of December 22, 2022, primarily based on the valuation determined by an independent valuation, which were based on income-based method and relief from royalty method. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions, including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 38,255,266 Restricted cash 10,604,004 Accounts receivable 186,712 Prepaid expenses and other current assets 1,916,932 Equipment 11,953 Other long-term assets 95,793 Intangible assets 2,390,000 Total Assets $ 53,460,660 Liabilities: Accrued expenses $ 284,345 Deferred tax liabilities 48,775 Deferred revenue 3,574,285 Other current liabilities 47,657,117 Other long-term liabilities 106,705 Total liabilities $ 51,671,227 Net assets acquired, excluding goodwill $ 1,789,433 Goodwill 4,968,703 Purchase consideration for accounting acquiree $ 6,758,137 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 1,550,000 5 Trade names 640,000 6 Acquired technology 200,000 5 $ 2,390,000 The excess of consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the SportsHub Acquisition. The goodwill created in the acquisition is not expected to be deductible for tax purposes. As of December 31, 2022, the calculation and allocation of the purchase price to tangible and intangible assets and liabilities is preliminary, as the Company is still in the process of accumulating all of the required information to finalize the opening balance sheet and calculations of intangible assets. Transaction Costs SharpLink’s transaction costs incurred in connection with the SportsHub Acquisition were $ 83,866 Results of the SportsHub Subsequent to the Acquisition The SportsHub Acquisition had revenues and net income of $ 951,194 42,908 Unaudited Pro Forma Information The following unaudited supplemental pro forma financial information presents the financial results for the years ended December 31, 2022 and 2021 as if the MTS Merger, FourCubed and SportsHub Acquisition had occurred on January 1, 2021. The pro forma financial information includes, where applicable, adjustments for: (i) additional amortization expense of $ 486,141 1,324,900 5,468,201 94,685 119,095 The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of MTS, FourCubed and SportsHub: Schedule of Business Acquisition Pro Forma Information 2022 2021 Revenues $ 12,108,434 $ 19,695,782 Loss from continuing operations (28,420,775 ) (90,132,215 ) Less: dividends accrued on series B preferred stock — (782,887 ) Net loss from continuing operations available to ordinary shareholders (28,420,775 ) (90,915,102 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders 70,024 (49,000 ) Net loss available to ordinary shareholders (28,350,751 ) (90,964,102 ) Basic and diluted: Net loss from continuing operations per share $ (11.40 ) $ (63.60 ) Net loss from discontinued operations per share — — Net loss per share $ (11.40 ) $ (63.60 ) The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the SportsHub, MTS Merger and FourCubed Acquisition been completed as of the date indicated or the results that may be obtained in the future. |