UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 19, 2025, the board of directors (the “Board”) of SharpLink Gaming, Inc. (the “Company”) adopted the SharpLink Gaming, Inc. Inducement Award Plan (the “Inducement Award Plan”). The Inducement Award Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Compensation Committee of the Board or the independent members of the Board. The Board reserved 3,000,000 shares of the Company’s common stock for issuance under the Inducement Award Plan, subject to adjustment as provided in the plan document.
The terms of the Inducement Award Plan are substantially similar to the terms of the Company’s Amended and Restated 2023 Equity Incentive Plan, with the exception that incentive stock options may not be issued under the Inducement Award Plan and equity awards under the Inducement Award Plan (including nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards) may be issued only an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement of employment and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.
The Board also adopted a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant) (the “Inducement Time-Based RSU Grant Package”) and a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based Grant) (the “Inducement Performance-Based RSU Grant Package”) for use under the Inducement Award Plan.
The foregoing description of the Inducement Award Plan, Inducement Time-Based RSU Grant Package, and the Inducement Performance-Based RSU Grant Package does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Award Plan, the form of Inducement Time-Based RSU Grant Package, and the form of Inducement Performance-Based RSU Grant Package, which are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | SharpLink Gaming, Inc. Inducement Award Plan. | |
| 10.2 | Form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant). | |
| 10.3 | Form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based Grant). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 22, 2025 | SHARPLINK GAMING, INC. | |
| Name: | /s/ Rob Phythian | |
| By: | Rob Phythian | |
| Title: | Co-Chief Executive Officer | |