UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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SHARPLINK GAMING, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SHARPLINK GAMING, INC.

333 Washington Avenue North, Suite 104

Minneapolis, Minnesota 55401

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on April 23, 2025

Dear Stockholders:

We are pleased to invite you to attend the Annual Meeting of Stockholders (the “Meeting”) of SharpLink Gaming, Inc., which we refer to as “SharpLink,” “we” or the “Company,” to be held on Wednesday, April 23, 2025 at 4:00 PM Central Time at SharpLink’s corporate headquarters located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401, and thereafter as it may be adjourned or postponed from time to time.

At the Meeting, stockholders will be asked to approve the following proposals and adopt the following resolutions in connection therewith:

	1.	The reelection of Rob Phythian, Obie McKenzie, Robert Gutkowski and Leslie Bernhard as members of the Board of Directors for a term expiring at our 2026 Annual General Meeting of Stockholders and until their successors are elected and qualified;

	2.	The approval to increase the reverse stock split ratio from up to and including 6:1 (which was approved by stockholders at the 2024 Annual Meeting of Stockholders held on December 23, 2024) to up to and including 12:1 of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to be effective at the ratio and on a date to be determined by the Company’s Board of Directors;

	3.	The ratification of the appointment of Cherry Bekaert, LLP, registered public accountants, as our Company’s independent registered public accountants for the year ended December 31, 2025 and the authorization of our Board of Directors to fix such independent public accountants’ compensation in accordance with the volume and nature of their services or to delegate such power to our Audit Committee;

	4.	The approval of a non-binding advisory vote to approve the compensation paid to our named executive officers (the “Say on Pay Proposal”);

	5.	The approval to adjourn or postpone the Annual Meeting, if necessary to solicit additional votes or to achieve a quorum (the “Adjournment Proposal”); and

	6.	Transacting any other business properly coming before the Meeting.

Our Board of Directors unanimously recommends that you vote “FOR” each of the foregoing proposals, each of which is more fully described in the accompanying proxy statement (“Proxy Statement”).

Stockholders of record at the close of business on March 20, 2025 (the “Record Date”) are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof.

It is anticipated that on or about April 1, 2025, the Company shall commence mailing to all stockholders of record, as of the Record Date, this Notice of Annual Meeting, Proxy Statement and Proxy Card. Financial and other information concerning SharpLink Gaming, Inc., including our Annual Report to Stockholders for the fiscal year ended December 31, 2024 (“2024 Annual Report”). The 2024 Annual Report is also accessible on the U.S. Securities and Exchange Commission (the “SEC”) website, available at www.sec.gov, or on SharpLink’s investor relations page, found at https://investors.sharplink.com.

Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement of matters to be considered at the Meeting.

The approval of the election of the directors under Item 1 requires the affirmative vote of holders of the plurality of the Common Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation (as defined below)), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter. The proposal set forth in Item 2 requires votes cast for the increase in the reverse stock split ratio to exceed the votes cast against such proposal. The proposals set forth in Items 3 and 4 require the affirmative vote of holders of at least a majority of the Common Stock, including Preferred Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter presented for passage. The proposal set forth in Item 5 requires the affirmative vote of holders of at least a majority of the Common Stock, including Preferred Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter presented for passage; provided, that in the absence of a quorum, the affirmative vote of the holders of a majority of the shares represented thereat is required for passage. The Beneficial Ownership Limitation is defined in our Amended and Restated Certificate of Incorporation as 9.99% of the number of our Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon conversion of Preferred Stock and warrants held by the stockholder that is subject to such Beneficial Ownership Limitation.

We know of no other matters to be submitted at the Meeting other than as specified in this Notice of Annual Meeting of Stockholders. If any other business is properly brought before the Meeting, the persons named as proxies will vote in respect thereof in accordance with the recommendation of our Board of Directors.

You can vote either by mailing in your proxy, by Internet, by phone or in person by attending the Meeting. If voting by mail, the proxy must be received by our voting processing agency at least 48 hours prior to the appointed time of the Meeting or at our registered office in Minneapolis, Minnesota at least four (4) hours prior to the appointed time of the Meeting to be validly included in the tally of Common Stock. If voting by Internet or phone, your vote must be received by 11:59 PM Eastern Time on Tuesday, April 22, 2025 to be validly included in the tally of the Common Stock voted at the Meeting. If you attend the Meeting, you may vote in person and your proxy will not be used. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE FOR WHICH NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES; OR YOU CAN VOTE VIA TELEPHONE OR INTERNET. YOU CAN LATER REVOKE YOUR PROXY, ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON. ALL PROXY INSTRUMENTS AND POWERS OF ATTORNEY MUST BE DELIVERED TO THE COMPANY NO LATER THAN FOUR HOURS PRIOR TO THE MEETING.

March 31, 2025	Sincerely,

	/s/ Rob Phythian
	Rob Phythian
	Chairman of the Board of Directors

SHARPLINK GAMING, INC.

PROXY STATEMENT

For Annual Meeting of Stockholders

To be held April 23, 2025

PROXY SOLICITATION

This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the “Board of Directors” or the “Board”) of SharpLink Gaming, Inc. (“we,” “us,” “SharpLink” or the “Company”), to be voted at the Annual Meeting of Stockholders (the “Meeting”) and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Annual Meeting of Stockholders. The Meeting will be held at 4:00 PM Central Time on Wednesday, April 23, 2025 at the Company’s corporate headquarters, located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401, USA, and thereafter as it may be adjourned or postponed from time to time.

Purpose of the Annual Meeting

At the Meeting, stockholders will be asked to consider and vote upon the following matters:

	1)	The reelection of Rob Phythian, Obie McKenzie, Robert Gutkowski and Leslie Bernhard as members of the Board of Directors for a term expiring at our 2026 Annual General Meeting of Stockholders and until their successors are elected and qualified;

	2)	The approval to increase the reverse stock split ratio from up to and including 6:1 (which was approved by stockholders at the 2024 Annual Meeting of Stockholders held on December 23, 2024) to up to and including 12:1 of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to be effective at the ratio and on a date to be determined by the Company’s Board of Directors;

	3)	The ratification of the appointment of Cherry Bekaert, LLP, registered public accountants, as our Company’s independent registered public accountants for the year ended December 31, 2025 and the authorization of our Board of Directors to fix such independent public accountants’ compensation in accordance with the volume and nature of their services or to delegate such power to our Audit Committee;

	4)	The approval of a non-binding advisory vote to approve the compensation paid to our named executive officers (the “Say on Pay Proposal”);

	5)	The approval to adjourn or postpone the Annual Meeting, if necessary, to solicit additional proxies or to achieve a quorum (the “Adjournment Proposal”); and

	6)	To transact any other business properly coming before the Meeting.

We are not aware of any other matters that will come before the Meeting. If any other matters properly come before the Meeting, the persons designated as proxies intend to voice on such matters in accordance with the judgement of the Board of Directors.

Recommendation of the Board of Directors

Our Board of Directors recommends a vote FOR the election of each director and the other proposals set forth in this proxy statement.

Proxy Procedure

Only holders of record of our Common Stock as of the close of business on Thursday, March 20, 2025, are entitled to notice of, and to vote in person or by proxy, at the Meeting or any adjournments or postponements thereof. As of March 21, 2025, there are 6,903,056 shares of Common Stock issued and outstanding.

	●	Voting in Person. If your shares are registered directly in your name with our transfer agent (i.e., you are a “registered stockholder”), you may attend and vote in person at the Meeting. If you are a beneficial owner of shares registered in the name of your broker, bank, trustee or nominee (i.e., your shares are held in “street name”), you are invited to attend the Meeting; however, to vote in person at the Meeting as a beneficial owner, you must first obtain a “legal proxy” from your broker, bank, trustee or nominee authorizing you to do so.

	●	*Voting by Mail.* You may submit your proxy by mail by completing, signing and mailing the enclosed proxy card in the enclosed, postage-paid envelope, or, for shares held in street name, by following the voting instructions provided by your broker, bank, trustee or nominee. The proxy must be received by our transfer agent at least 48 hours prior to the appointed time of the Meeting or at our registered office in Minneapolis, Minnesota at least four (4) hours prior to the appointed time of the Meeting to be validly included in the tally of Common Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation) voted at the Meeting.

	●	*Voting by Internet.* You can also choose to vote on the Internet by going to www.proxyvote.com. You will need your Control Number, which can be found on your proxy card. Use the Internet to transmit your vote up until 11:59 p.m., Eastern Daylight Saving Time, on Tuesday, April 22, 2025.

	●	*Voting by Telephone.* You can vote by calling 1-800-690-6903. You will need your Control Number, which can be found on your proxy card. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Daylight Saving Time, on Tuesday, April 22, 2025.

Change or Revocation of Proxy

If you are a registered stockholder, your proxy may be revoked at any time prior to its exercise by notice in writing of the stockholder to us, delivered at our address above up to one hour prior to the Meeting and indicating that its/his/her proxy is revoked, or by timely submitting another proxy with a later date. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

If your shares are held in street name, you may change your vote by timely submitting new voting instructions to your broker, bank, trustee or nominee or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the Meeting and voting in person.

Quorum

A quorum of stockholders is necessary to transact business at the Meeting. The presence of the holders of stock representing a 33-1/3% of the voting power of all shares of stock issued and outstanding as of the Record Date, represented in person or by proposal, is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or if you participate in, and vote electronically at, the Annual Meeting.

Abstentions and broker non-votes will be counted towards the quorum. Broker non-votes occur when brokers that hold their customers’ shares in street name sign and submit proxies for such shares and vote such shares on some matters but not on others. Such shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions from the beneficial owner and (ii) the broker lacks discretionary voting power to vote such shares. A broker non-vote will also be used for the purpose of establishing a quorum but will not otherwise be counted in the voting process. Thus, broker non-votes will not affect the outcome of any of the matters being voted on at the Meeting.

Unsigned or unreturned proxies, including those not returned by banks, brokers or other record holders, will not be counted for quorum purposes.

Voting Standards

The approval of the election of the directors under Item 1 requires the affirmative vote of holders of the plurality of the Common Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation (as defined below)), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter. The proposal set forth in Item 2 requires votes cast for the increase in the reverse stock split ratio to exceed the votes cast against such proposal. The proposals set forth in Items 3 and 4 require the affirmative vote of holders of at least a majority of the Common Stock, including Preferred Stock, on an as-converted basis, subject to the Beneficial Ownership Limitation, represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter presented for passage. The proposal set forth in Item 5 requires the affirmative vote of holders of at least a majority of the Common Stock, including Preferred Stock, on an as-converted basis, subject to the Beneficial Ownership Limitation, represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter presented for passage; provided, that in the absence of a quorum, the affirmative vote of the holders of a majority of the shares represented thereat is required for passage. The Beneficial Ownership Limitation is defined in our Certificate of Incorporation as 9.99% of the number of our Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon conversion of Preferred Stock held by the stockholder that is subject to such Beneficial Ownership Limitation.

In tabulating the voting result for any particular proposal, shares that constitute broker non-votes and abstentions are not considered votes cast on that proposal. Unsigned or unreturned proxies, including those not returned by banks, brokers or other record holders, will not be counted for voting purposes.

Cost of Soliciting Votes for the Annual General Meeting

We will bear the cost of soliciting proxies from our stockholders. Proxies will be solicited by mail and may also be solicited in person, by telephone or electronic communication, by our directors, officers and employees. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their expenses in accordance with the regulations of the United States Securities and Exchange Commission (the “SEC”), concerning the sending of proxies and proxy materials to the beneficial owners of our Common Stock.

Adjournment and Postponement

Although we do not expect this to occur, if the Adjournment Proposal is approved, we may adjourn or postpone the Meeting for the purpose of soliciting additional proxies in favor of any proposals on the agenda of the Meeting or to achieve a quorum.

Our stockholders may communicate with the members of our Board of Directors by writing directly to the Board of Directors or specified individual directors to:

Corporate Secretary

SharpLink Gaming, Inc.

333 Washington Avenue North

Suite 104

Minneapolis, Minnesota 55401, USA

Our corporate secretary will deliver any stockholder communications to the specified individual director, if so addressed, or to one of our directors who can address the matter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 28, 2025 regarding the beneficial ownership by our management and all stockholders known to us to own beneficially more than 5% of our Common Stock:

Name ⁽¹⁾	Number of Common Stock Beneficially Owned⁽²⁾		Percentage of Outstanding Common Stock⁽³⁾
Principal Stockholders
Alpha Capital Anstalt (“Alpha”)^{(4) (5) (6)}		549,616		7.96	%

Executive Officers
Rob Phythian, CEO⁽⁷⁾		203,152		2.9	%
Robert DeLucia, CFO⁽⁸⁾		96,944		1.4	%
Non-Employee Directors
Leslie Bernhard ⁽⁹⁾		73,334		1.1	%
Robert Gutkowski ⁽⁹⁾		73,334		1.1	%
Obie McKenzie ⁽⁹⁾		73,334		1.1	%
All directors and executive officers as a group		520,098		7.5	%

1	Unless otherwise indicated, such individual’s address is C/O SharpLink Gaming, Inc., 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. Common Stock 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 6,903,056 shares of Common Stock issued and outstanding as of March 21, 2025.

4	Beneficial ownership reflects the maximum number of Common Stock that may be acquired by Alpha subject to the Beneficial Ownership Limitation. Pursuant to the Company’s records, Alpha owns of record (i) 226,140 shares of Common Stock, (ii) 12,481 Preferred B Stock, and (iii) a prefunded warrant in the amount of 303,808 shares.

5	As of March 28, 2025, there is 7,202 Preferred A-1 Stock accrued as payment of quarterly dividends on the Preferred B Stock held by Alpha, but not yet issued. The accruing of quarterly dividends ceased on July 21, 2023.

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

7	Includes 972 shares of Common Stock issuable upon exercise of options within 60 days.

8	Includes 1,111 shares of Common Stock issuable upon exercise of options within 60 days.
9	Includes 16,667 RSUs which vest on March 31, 2025.

I. RE-ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

The number of directors that shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by a majority of the authorized number of directors constituting the Board of Directors. Each director shall stand for election at each annual meeting and shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors will shorten the term of any incumbent director.

Our Board of Directors consists of four members. Among them, Obie McKenzie, Robert Gutkowski and Leslie Bernhard are independent directors for Nasdaq corporate governance purposes. Our Board of Directors may, from time to time, appoint any other person as a director, whether to fill a casual vacancy or to add to their number.

At the Meeting, stockholders are being asked to re-elect Messrs. Rob Phythian, Obie McKenzie and Robert Gutkowski and Ms. Leslie Bernhard to hold office until our 2026 Annual Meeting of Stockholders and until their successors are elected and qualified.

A majority of our independent directors recommended our director nominees for election by our stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.

The affirmative vote of the holders of a plurality of the Common Stock represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter, is required to elect as directors each of the nominees named above.

Unless marked otherwise, proxies received will be voted FOR the election of each of the nominees for directors named above.

INFORMATION ABOUT OUR BOARD OF DIRECTORS,

BOARD COMMITTEES AND RELATED MATTERS

Officers, Directors and Director Nominees

The following table sets forth certain information regarding our directors and director nominees as of the date of this proxy statement:

Officers and Directors

Name	Age	Position
Rob Phythian	60	Chairman of the Board, Director and CEO
Robert DeLucia	61	Chief Financial Officer
Leslie Bernhard ^{(1) (2) (3)}	81	Independent Director
Robert Gutkowski ^{(1) (2) (3)}	77	Independent Director
Obie McKenzie ^{(1) (2) (3)}	80	Independent Director

(1) Indicates independent director under Nasdaq rules

(2) Member of the Audit Committee

(3) Member of the Compensation Committee

Rob Phythian: Mr. Phythian currently serves as Chairman of the Board and Chief Executive Officer of SharpLink; and he continues to serve as President, CEO and the sole director of SharpLink Israel – positions he has held since July 2021. From 2015 to 2021, Mr. Phythian was also Chief Executive Officer and a director of SportsHub Games Network, Inc., a fantasy sports consolidation and daily game operator. Before SportsHub, Mr. Phythian was co-founder and CEO of SportsData, where he was responsible for corporate operations, business development and strategic partnerships. Mr. Phythian was CEO of SportsData from 2010 until 2013, when SportsData was sold to international data company Sportradar. Mr. Phythian stayed with Sportradar U.S., working on key league and customer relationships including Google, Turner Sports, NBC, CBS and the NFL. Prior to Sportradar U.S., Mr. Phythian founded Fanball.com, which was sold to FUN Technologies, a publicly-traded company. Mr. Phythian has a Bachelor’s degree in Business Administration from the University of St. Thomas (Minnesota).

Robert DeLucia: Mr. DeLucia, age 61, has served as Chief Financial Officer of SharpLink since February 2024; and previously served as Chief Financial Officer of SharpLink Israel from August 2022 through February 2024. Mr. DeLucia has over 30 years of experience, and has assisted companies in various unique and complex issues dealing with technical US GAAP accounting, SEC matters and filings, mergers & acquisitions, bankruptcy and fraud. Prior to being recruited to serve as SharpLink’s Chief Financial Officer in August 2022, Bob served in many positions where he was tasked with leading a company’s turnaround and financial restatements. From February through December 2022, he was Chief Accounting Officer at GTT Communications, a tier one Internet backbone service supplier where he developed the plan of the accounting & finance turnaround. Previously, Bob was recruited to Adelphia Communications Corporation, Inc. after the discovery of massive accounting fraud and filing of bankruptcy in June 2002. As Adelphia’s Corporate Controller, he was the highest-ranking finance leader on-site in Coudersport, Pennsylvania. He led a 5-year restatement of the accounting records and re-addressed all accounting technical issues during that time. This resulted in the restatement of 5 years of previously issued financial statements to the SEC. During this time, he led a project for the Department of Justice to prepare reports demonstrating how the fraud was committed and these reports were used during the Adelphia trial concluding with three previous executive management members being convicted. Rob graduated from Robert Morris University, where he earned both Bachelor of Arts and Bachelor of Science degrees, Bob was as an Audit Senior Manager at KPMG and Arthur Anderson from June 1985 through September 1998.

Leslie Bernhard: Ms. Bernhard has served as a director of SharpLink, Chair of the Audit Committee and a member of the Compensation Committee since February 2024. She has served as chairman of the board of Nasdaq-listed Nexalin Technology, Inc. since November 2023. From February 2017 through the present, she has also been an independent director of Sachem Capital Corp., a NYSE American-listed REIT real estate investment trust. In addition, she has served as the non-executive chairman of the board of Milestone Scientific Inc. (“Milestone”), an NYSE American-listed developer and manufacturer of medical and dental devices, since October 2009, and as an independent director of Milestone since May 2003. She also served as Interim Chief Executive Officer of Milestone from October 2017 to December 2017. From 2007 through September 2018, Ms. Bernhard was an independent director of Universal Power Group, Inc., a global supplier of power solutions. In 1986, she co-founded AdStar, Inc., an electronic ad intake service to the newspaper industry, and served as its president, chief executive officer and executive director until 2012. Earlier in her career, Bernhard held management positions at Revlon, Inc., Walt Disney Productions, Inc. and the Gillette Company. She earned a Bachelor of Science Degree in Education from St. John’s University.

Robert Gutkowski: Mr. Gutkowski has served as a director of SharpLink and as member of the Audit and Compensation Committees since February 2024. From October 2014 through the present, Mr. Gutkowski has led RMG Sports Ventures LLC, a company he founded, to originate and advise private equity and other institutional capital on investments in sports, entertainment and media. Mr. Gutkowski recently co-originated the acquisition of True Temper Sports (the largest producer of golf shafts in the world) for Lincolnshire Management and made a substantial investment alongside Lincolnshire in True Temper Sports. In December 1991, Mr. Gutkowski was named President of MSG Network, where he was responsible for the operations of the New York Knicks basketball team, the New York Rangers hockey team - which won the 1994 Stanley Cup Championship, MSG Communications - including the MSG Network, the nation’s largest regional cable network, MSG Entertainment, and the MSG Facilities Group - which operated The Garden Arena and The Paramount Theater. Mr. Gutkowski joined MSG Network in 1985 and held various senior executive positions, including President of the MSG Network. Under his leadership, the subscriber base of the MSG Network, the oldest and largest regional sports network in the country, more than doubled to 5.1 million subscribers. The Yankees, together with the New York Knicks and the New York Rangers, became the foundations of MSG Network’s year-round operation. In 1993 and 1994, MSG Network was the most active building in the country in bookings and revenues and was named “Arena of the Year” by Pollstar Magazine. In 1996, Mr. Gutkowski founded The Marquee Group, a worldwide sports and entertainment firm that managed, produced and marketed sports and entertainment events, as well as provided representation for athletes, entertainers and broadcasters. The Marquee Group, which became a public company in 1996, acquired many related companies, including Athletes and Artists, Sports Marketing and Television International, QBQ Entertainment, Tollin-Robbins Productions, Park Associates, Alphabet City Records, Cambridge Golf and ProServ, before being acquired by SFX in 1999 for over $100 million. Mr. Gutkowski is a graduate of Hofstra University, where he earned a Bachelor of Business Administration degree.

Obie McKenzie: Mr. McKenzie has served as a member of the Board of Directors of the Company since February 2024. Beginning in January 2019 through to the present, Mr. McKenzie has served as Vice Chairman of Cordiant Capital, a global infrastructure and real assets investment firm focused on digital infrastructure, renewable energy infrastructure and agriculture. In his role as Managing Director of BlackRock Inc. from January 2000 through December 2018, he was wholly responsible for managing relationships with some of the largest pension funds in the United States to include the Teacher Retirement System of Texas, New York City Employees’ Retirement System and the Federal Reserve Employee Benefits System, among others. During his accomplished career, Mr. McKenzie served as Managing Director at Merrill Lynch from 1990 through 2006; Executive Director at UBS Asset Management and Managing Director at Chase Investors from 1987 through 1990; as well as Founder and President of McKenzie & Company, an NASD registered broker-dealer from 1984 through 1987. During the late 1970’s and early 1980’s, Mr. McKenzie held positions at Citibank, Chemical Bank and Freedom National Bank as a commercial banker. He was also Manager of Banking and Pensions at The New York Times in 1975 and began his career as a Corporate Finance Associate for Morgan Stanley in 1972. Mr. McKenzie was a founding board member of the National Association of Securities Professionals, where he received the “Wall Street Hall of Fame Award” in 2001. In 2010, Mr. McKenzie received the AIMSE Richard A. Lothrop Outstanding Achievement Award in recognition for his outstanding achievements in the investment management industry and his community. In 2011, he was named by Black Enterprise Magazine as one of the 75 Most Powerful Blacks on Wall Street; and in 2013, he was named Public Fund Marketer of the Year by Money Management Intelligence. Mr. McKenzie earned a Bachelor of Science degree from Tennessee State University and an MBA from Harvard Business School.

SharpLink Board and Committee Meetings Held in 2024

During 2024, the Board of Directors of SharpLink held a total of 12 meetings, the Audit Committee of SharpLink held a total of three meetings, and the Compensation Committee held one meeting. The Board and committees also acted by unanimous written consent on various matters throughout the year. All of the board members attended the 2024 Annual General Meeting of Stockholders via teleconference held on December 23, 2024.

SharpLink Gaming, Ltd. (“SharpLink Israel”) Officers and Directors

On February 13, 2024, SharpLink Gaming Ltd. (“SharpLink Israel”) completed its domestication merger (“Domestication Merger”), pursuant to the terms and conditions set forth in an Agreement and Plan of Merger (the “Domestication Merger Agreement”), dated June 14, 2023 and amended July 24, 2023, among SharpLink Israel, SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink US (“Domestication Merger Sub”) and SharpLink Gaming, Inc. (“SharpLink US”). The Domestication Merger was achieved through a merger of SharpLink Merger Sub with and into SharpLink Israel, with SharpLink Israel surviving the merger and becoming a wholly owned subsidiary of SharpLink US. The Domestication Merger was approved by the shareholders of SharpLink Israel at an extraordinary special meeting of shareholders held on December 6, 2023. SharpLink US’s Common Stock commenced trading on the Nasdaq Capital Market under the same ticker symbol, SBET, on February 14, 2024.

The following table and biographical summaries set forth information, including principal occupation and business experience, about SharpLink Israel’s directors and executive officers prior to SharpLink Israel’s domestication merger with SharpLink in February 2024. Excluding Mr. Phythian, all officers and directors of SharpLink Israel resigned as officers and directors in connection with the completion of the domestication merger, effective February 13, 2024.

Name	Age	Position
Rob Phythian	60	President, CEO and Director
Robert DeLucia	61	Former Chief Financial Officer
David Abbott	59	Former Chief Technology Officer
Joseph Housman	43	Former Chairman of the Board and Director
Chris Nicholas	56	Former Chief Operating Officer and Director
Paul J. Abdo	54	Former Independent Director
Thomas Doering ^{(1) (2) (3)}	58	Former Independent Director
Scott Pollei ^{(1) (2) (3)}	63	Former Outside Independent Director
Adrienne Anderson ^{(1) (2) (3)}	47	Former Outside Independent Director

(1) Indicates independent director under Nasdaq rules

(2) Member of the Audit Committee

(3) Member of the Compensation Committee

Joseph Housman: Mr. Housman served as the Chairman of SharpLink Israel’s board since July 2021 and resigned in February 2024 in connection with the Domestication Merger; and he served on the board of directors of SharpLink, Inc. since its inception in February 2019 through July 2021. Since 2014, Mr. Housman has served as Vice President for Hays Companies | Brown & Brown Insurance, a national insurance brokerage firm, where he works with clients on risk management solutions with an emphasis on private equity and M&A transactions. Prior to Hays Companies, Mr. Housman was employed at Deloitte from 2004 to 2014 in the firm’s private company tax group. Mr. Housman also serves as a director of several private company businesses, working closely with the management teams on strategic growth and management initiatives, as well as advising and negotiating on acquisitions, operations, and dispositions of private company investments. Mr. Housman was also a director of SportsHub Games Network, Inc. (“SportsHub”) from 2015 through September 2021 when he resigned. He is a CPA (inactive) in the state of Minnesota and earned a Bachelor of Arts degree in Accounting from Saint John’s University (Minnesota).

Chris Nicholas: Mr. Nicholas acted as SharpLink Israel’s Chief Operating Officer and director since July 2021; and until February 2024, he also served as the Chief Operating Officer of SharpLink, Inc., a position he held since SharpLink, Inc. was founded in February 2019. Prior to SharpLink, Inc., Mr. Nicholas was Chief Operating Officer and a director of SportsHub, from 2016 to 2019, and continued providing services to SportsHub on a limited part-time basis until June 1, 2021. Mr. Nicholas resigned his position as a director of SportsHub in September 2021. Prior to SportsHub, he was the Founder and CEO of Sports Technologies, Inc (“Sports Technologies”), which SportsHub purchased in 2016. Prior to Sports Technologies, Mr. Nicholas spent ten years at ESPN.com, most recently as Executive Producer, where he was responsible for the Fantasy Sports and ESPN Insider businesses. Mr. Nicholas began his career in 1994 at Starwave Corporation, an internet media company that was the first to put sports news, information and fantasy games on the Internet. Mr. Nicholas earned a Bachelor of Arts degree from Dartmouth College.

David Abbott: Mr. Abbott joined SharpLink Israel in September 2022 and served as its Chief Technology Officer from November 2022 through February 2024. Prior to joining SharpLink Israel, Mr. Abbott spent more than eight years at Sportradar (Nasdaq: SRAD), serving first as Senior Vice President of Innovation and Technology and rising to Managing Director of U.S. Sports Media, where he focused on the growth and development of the company’s media strategy in the United States. Founded in 2001, Swiss-based Sportradar is a sports technology company serving over 1,700 sports federations, media outlets, betting operators and consumer platforms across 120 countries. Sportradar’s U.S.-based business traces its start to its 2014 acquisition of SportsData, a provider of sports-related live data and digital content co-founded by Mr. Abott and SharpLink’s CEO, Mr. Rob Phythian, in 2010. Following the acquisition, Mr. Abbott joined Sportradar to establish and build its U.S. presence. A frequent speaker at sports industry conferences and trade events, Mr. Abbott has also volunteered over the past several years as a mentor to CEOs of emerging software companies in association with the Minnesota Emerging Software Advisory. He earned his MBA in Finance from the University of St. Thomas – Opus College of Business and a Bachelor of Science degree in Computer Science from the University of Minnesota, Institute of Technology.

Paul J. Abdo: Mr. Abdo served on SharpLink Israel’s board of directors from July 2021 through February 2024. Mr. Abdo is the CEO of Abdo Publishing, a worldwide educational publisher of print and digital content for schools. Prior to becoming CEO in 2015, Mr. Abdo worked in several different facets of the company including editorial, marketing, and international sales, starting and leading several divisions in the company including Spotlight Books, EPIC Press, and Essential Library. Mr. Abdo also serves on the board of the parent company, Abdo Consulting Group Inc. (ACGI), which has holdings in publishing, finance, real estate, and gaming. Mr. Abdo is also on the board of BankVista, a community bank with several branches in Minnesota. He obtained Bachelor’s and M.A. degrees in English from Minnesota State University, Mankato.

Tom Doering: Mr. Doering served on SharpLink Israel’s board of directors from July 2021 through February 2024. Mr. Doering is an experienced business leader, technology investor and strategic advisor. Since 2006, he has served on the boards of directors and as an advisor for multiple privately held companies in the technology, fantasy sports, consumer services, travel and non-profit industries. In 2008, he co-founded and served on the board of directors of LeagueSafe, a premier fantasy sports league management company that was acquired by SportsHub Game Network in 2016. Prior to LeagueSafe, Mr. Doering co-founded E-Travel Experts (ETX) in 1998 and served as CEO until it was acquired in 2004 by Affiliated Computer Services. ETX was a provider of technology enabled solutions as well as fraud prevention, ticketing, accounting and back-office operations to the then-emerging Internet travel industry.

Outside Directors

Scott Pollei: Mr. Pollei served on SharpLink Israel’s board of directors from July 2021 through February 2024. He is currently a partner at Dunn Lake Partners, LLC, a business and financial advisory firm that he founded in April 2019. From March 2020 to December 2020, Mr. Pollei served as Interim Chief Financial Officer of Crescent Electrical Supply Company, a wholesale distributor of electrical supplies based in East Dubuque, Illinois, and he served as a board member and finance and Audit Committee chair of that company from 2011 until his appointment as Interim CFO. From June 2017 to December 2019, Mr. Pollei was Chief Financial Officer at Fastbridge Learning, Inc., a SaaS provider of educational and assessment tools to the pre-K through 12th grade education market. Mr. Pollei was a partner in B2B CFO, LLC, a business and financial consulting firm, from September 2016 until March 2019. Prior to that, from August 2014 to August 2016, Mr. Pollei was Chief Operating Officer at Boulay PLLP, a public accounting and financial advisory firm. Prior to Boulay, from January 1994 until March 2014 he served in a number of positions of increasing responsibility at The Dolan Company, an NYSE-traded publisher and media company, including serving as its Chief Financial Officer from 1994 to 2009 and thereafter as Chief Operating Officer until his resignation in March 2014. The Dolan Company filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in March 2014, and emerged from bankruptcy in June 2014. Mr. Pollei began his career in public accounting with KPMG US, LLP. He is a certified public accountant (inactive) and earned a Bachelor’s degree in Accounting, cum laude, from Luther College.

Adrienne Anderson: Ms. Anderson, age 46, served on SharpLink Israel’s board of directors from July 2021 through February 2024. She is a certified public accountant and has spent the last several years of her career primarily focused on financial statement audits under Public Company Accounting Oversight Board auditing standards for SEC reporting companies. Since January 2019, Ms. Anderson has been an audit partner at D. Brooks and Associates, CPAs, a certified public accounting firm based in West Palm Beach, Florida, where she focuses her practice on accounting, auditing, attest and review services, specializing in working with emerging growth and high growth technology, manufacturers, distributors and service companies, as well as government contractors, both SEC registrants and private companies. Prior to that, from October 2014 to December 2018, she was with WithumSmith + Brown, a large regional CPA firm, having been promoted to partner of the firm in July 2017. Ms. Anderson earned a Bachelor of Science in Accounting from Eastern Illinois University and is a certified public accountant licensed in the states of Florida and Illinois.

SharpLink Israel’s Board and Committee Meetings Held in 2024

From January 1, 2024 through February 13, 2024, the Board of Directors of SharpLink Israel held a total of three meetings, the Audit Committee of SharpLink Israel held a total of one meeting, and the Compensation Committee held one meeting.

Board Operations

The Board oversees a company-wide approach to risk management. The Board assists management to determine the appropriate risk level for the Company generally and to assess the specific risks faced by the Company and reviews the steps taken by management to manage those risks. While the Board has ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Specifically, the Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. The Audit Committee oversees management of enterprise risks and financial risks, as well as potential conflicts of interests. The Board is responsible for overseeing the management of risks associated with the independence of the Board.

Our senior management team is responsible for day-to-day risk management and regularly reports on risks to our full Board or a relevant committee. Our legal, finance and regulatory areas serve as the primary monitoring and evaluation function for company-wide policies and procedures and manage the day-to-day oversight of the risk management strategy for our business. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

We believe the division of risk management responsibilities described above is an effective approach for identifying and addressing the risks facing our Company, and that the leadership structure of our Board is effective in implementing this approach.

ESG and Corporate Responsibility

We continue to build a sustainable, environmentally conscious business while fulfilling our oversight of environmental, social and governance (“ESG”) risks and our approach, commitment and measurable progress relating to climate change, human capital management, sustainability and other significant ESG matters. We are dedicated to our sustainability efforts both internally and externally.

ESG matters significantly impact our business and operations and present evolving risks and challenges. Environmental impacts, including climate change specifically, create short and long-term financial risks to our business globally. Climate related changes can increase the frequency and severity of significant weather events and natural disasters. While we maintain insurance coverage to cover certain risks of losses for damage or destruction to facilities and property and for interruption of our business, such insurance may not cover specific losses and the amount of our insurance coverage may not be adequate to cover all of our losses. As a result, our future operating results could be materially and adversely affected, including if our losses are not adequately or timely covered by our insurance.

Increased attention on ESG matters, including from our customers, stockholders and other stakeholders, may lead to us expending more resources addressing these issues. Legislative and regulatory efforts to combat climate change and address ESG issues may prove costly and burdensome for us to comply with and will likely continue to impact us, our customers and our suppliers.

Other Compensation-Related Policies

Clawback Policy

The Board of Directors of the Company believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted a Clawback Policy providing for the recoupment of certain executive compensation received in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), the rules and amendments adopted by the Securities and Exchange Commission (the “SEC”) to implement the aforementioned legislation, and the listing standards of the national securities exchange on which the Company’s securities are listed.

For purposes of this Policy, “Incentive Compensation” means any of the following; provided that, such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:

	●	Annual bonuses and other short- and long-term cash incentives.
	●	Stock options.
	●	Stock appreciation rights.
	●	Restricted stock.
	●	Restricted stock units.
	●	Performance shares.
	●	Performance units.
	●	Financial reporting measures may include, among other things, any of the following:
	●	Company stock price.
	●	Total stockholder return.
	●	Revenues.
	●	Net income.
	●	Earnings before interest, taxes, depreciation, and amortization (EBITDA).
	●	Funds from operations.
	●	Liquidity measures such as working capital or operating cash flow.
	●	Return measures such as return on invested capital or return on assets.
	●	Earnings measures such as earnings per share.

This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed (“Covered Executives”). This Policy shall apply to any excess Incentive Compensation received by Covered Executives during the three immediately completed fiscal years preceding the date on which a company is required to prepare an accounting restatement. Notwithstanding the foregoing, this Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after that date.

For the purposes of this Policy, Incentive Compensation is deemed received in the Company’s fiscal period during which the financial reporting measure specified in the Incentive Compensation is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period. Further, the date on which the Company is required to prepare an accounting restatement is the earlier of: (i) the date the Board concludes that the Company is required to prepare a restatement to correct a material error, and (ii) the date a court, regulator, or other legally authorized body directs the Company to restate its previously issued financial statements to correct a material error.

Insider Trading Policy

On February 15, 2024, the Board of Directors effected an Insider Trading Policy (the “Insider Trading Policy”) that applies to all directors, officers, 10% stockholders and employees of SharpLink and any of their related persons located in and outside of the United States, alike. The Insider Trading Policy also applies to SharpLink’s independent contractors and advisors (together with directors, officers, 10% stockholders, employees and related persons, “Insiders”).

If an Insider of the Company has material, nonpublic information (“MNPI”) relating to the Company, it is the SharpLink’s policy that neither that person nor any of his or her related persons may buy or sell the Company’s securities or engage in any other action to take advantage of, or pass on to others, that information. The Insider Trading Policy also applies to MNPI relating to any other company with publicly-traded securities, including our customers or suppliers, obtained in the course of employment by or association with SharpLink.

Any person who possesses MNPI of SharpLink is considered an “Insider” as to that information. Insiders include the Company’s directors, officers, employees, agents, independent contractors and those persons in a special relationship with the Company (e.g., its auditors, consultants, attorneys or other advisors). The definition of Insider is transaction specific; that is, an individual is an Insider with respect to each item of MNPI of which he or she is aware.

The materiality of information depends upon the circumstances. Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security or where the information is likely to affect the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of the Company’s business or to any type of Company Security (i.e., debt or equity).

Some examples of material information include:

	●	Unpublished financial or operational results or projections, including earnings information
	●	Pending or proposed mergers, acquisitions, dispositions or other transactions
	●	Significant changes in corporate objectives
	●	Significant sale of assets
	●	Changes in dividend or stock repurchase policies
	●	Financial liquidity problems
	●	Cybersecurity risks and incidents, including vulnerabilities and breaches. Insider trading restrictions may also pertain to the period of time the company is investigating the underlying facts, ramifications and materiality of a cybersecurity incident.

The above list is only illustrative; many other types of information may be considered “material,” depending on the circumstances. The materiality of particular information is subject to reassessment on a regular basis. If an Insider is unsure whether particular nonpublic information is material, the Insider should presume that it is material and consult with SharpLink’s Compliance Officer before disclosing such information or trading in any securities of a company to which such information relates.

Information is “nonpublic” if it is not available to the general public. In order for information to be considered public, it must have been disclosed in the Company’s public filings with the Securities and Exchange Commission or widely disseminated in a manner making it generally available to investors through a national wire service, e.g. Globe Newswire, PR Newswire. The circulation of rumors, even if accurate, does not constitute information that is adequately available to the general public since the public does not know whether the rumor is accurate.

For purposes of this Policy, a related person (“Related Person”) includes the spouse, minor children or anyone else living in an Insider’s household; partnerships in which an Insider is a general partner; trusts of which an Insider is a trustee; estates of which an Insider is an executor; and any other legal entities controlled by an Insider. Although a person’s parent or sibling may not be considered a Related Person (unless living in the same household), a parent, sibling or other relative may be a “tippee” for securities laws purposes. “Tipping” MNPI to others also is prohibited.

MNPI must not be disclosed to anyone, except persons within the Company or third party agents of the Company (such as investment banking advisors, auditors or outside legal counsel) whose positions require them to know it, until such information has been publicly released by the Company.

No person may trade, including by placing a purchase or sell order, or recommend that another person trade, in Company securities (including making initial elections, changes in elections or reallocation of funds relating to retirement plan accounts) when he or she has knowledge of MNPI concerning the Company. Loans, pledges, gifts, charitable donations and other contributions of Company securities are also subject to the Insider Trading Policy.

Directors, officer and employees are responsible for any trades placed by Related Persons and should make them aware of the need to confer with such person before they trade Company securities. Directors, officers and employees should treat any such trades as if the transactions were for their own accounts.

If securities transactions ever become the subject of scrutiny, they will be evaluated by enforcement authorities or others after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction an Insider should carefully consider how the transaction and whether the information was material may be construed in the bright light of hindsight.

Insiders may be liable for communicating or “tipping” MNPI to any third party (a “tippee”), regardless of whether the tippee is a Related Person. Further, insider trading violations are not limited to trading or tipping by Insiders. Persons other than Insiders also can be liable for insider trading, including tippees who trade on MNPI tipped to them and individuals who trade on MNPI which has been misappropriated.

Tippees inherit an Insider’s duties and are liable for trading on MNPI illegally tipped to them by an Insider. Similarly, just as Insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee’s liability for insider trading is no different from that of an Insider. Tippees can obtain MNPI by receiving explicit tips from others or from unintentional disclosure through, among other things, conversations at social, business or other gatherings.

Investing in SharpLink’s securities provides an opportunity to share in the long-term growth of the Company. In contrast, short-term speculation based on fluctuations in the market for Company securities may be distracting, and may unduly focus the SharpLink’s directors, officers and employees on the Company’s short-term stock market performance. Furthermore, such activities may put the potential for personal gain in conflict with the best interests of the Company and its securityholders or create the appearance of improper or inappropriate conduct involving Company securities. As such, directors, officers, employees and their Related Persons may not engage in any hedging or monetization transactions with respect to Company securities, including by trading in put or call options, warrants, swaps, forwards and other derivatives or similar instruments on Company securities, or by selling Company Securities “short.” Anyone may, of course, in accordance with the Insider Trading Policy and other Company policies, exercise options granted to them by the Company.

Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on a loan. Because a margin sale or foreclosure sale may occur at a time when a person is aware of MNPI or otherwise not permitted to trade in Company securities, the Company’s directors, officers, employees and their Related Persons are prohibited from holding Company securities in a margin account or otherwise pledging Company securities in any way including as collateral for a loan.

No director, officer, employee or their Related Persons may trade, including by placing purchase or sell orders, or recommend that another person trade, in the securities of another company if the person learns of MNPI about the other company in the course of his/her employment with SharpLink.

Trading Windows and Blackout Periods

In addition to being subject to all of the other limitations in the Insider Trading Policy, directors and employees are prohibited from trading Company Securities during the following blackout periods:

(i) Quarterly Blackout Periods. Trading in Company Securities is prohibited from (1) market closing on the date that is one calendar month prior to the end of each fiscal quarter until (2) market closing on the second full day of trading following the release of the Company’s quarterly earnings. During these quarterly blackout periods, directors, officers and employees generally possess or are presumed to possess MNPI about the Company’s financial results.

(ii) Special Blackout Periods. From time to time, other types of material information regarding the Company (such as negotiation or mergers, acquisitions or dispositions or other developments) may not be publicly disclosed. While such material information remains nonpublic, directors, officers, employees and other persons with knowledge of such MNPI are prohibited from trading in Company Securities. The affected persons must keep the existence of any special blackout period confidential.

(iii) Exception for Approved 10b5-1 Plans. The trading restrictions in the Insider Trading Policy do not apply to transactions under a written plan, contract, instruction or arrangement under Rule 10b5-1 under the Securities Exchange Act of 1934 that has been reviewed and approved in advance by the Office of the General Counsel during an open trading window before any trades are made. In 2024, no officer or director of SharpLink has entered into a 10b5-1 plan.

Trading windows are not “safe harbors” that ensure compliance with securities laws. Insiders remain responsible for their trades and should use good judgment at all times.

The Insider Trading Policy is available for viewing on SharpLink’s investor relations website found at https://investors.sharplink.com/.

Option Grant Policy and Procedures

SharpLink is committed to ensuring that stock option awards granted pursuant to our Equity Incentive Plans (the “Equity Plans”) are granted in a manner that is fair, transparent and compliant with securities laws. With that aim, the Board of Directors effected the Company’s Option Grant Policy (the “OG Policy”) on March 19, 2025 providing for awards of stock options to be appropriately timed to prevent the appearance of impropriety and to avoid granting options while in possession in MNPI. The OG Policy framework is designed to help ensure that SharpLink responsibly manages the timing of stock option awards in relation to MNPI, fostering a culture of compliance and transparency. By adhering to these procedures, the Company protects its reputation, aligns with regulatory requirements and upholds the interests of our stockholders.

The Company shall conduct regular assessments of potential MNPI through quarterly reviews conducted by the Chief Financial Officer. In addition, employees of the Company, will be subject to Regulation FD training as part of their formal onboarding process, which includes training on identifying MNPI and understanding its implications.

In addition, the Chief Financial Officer will implement blackout periods in collaboration with the Chief Executive Officer and Board of Directors during which no option awards can be granted. These blackout periods will generally cover the following:

	●	Two weeks before the end of each fiscal quarter until the public earnings announcement; and
	●	Any time the Company possesses MNPI, which may include pending mergers, acquisitions or significant financial results.

Option awards shall be granted by the Board on pre-established dates that occur outside of blackout periods. These dates must be documented and communicated in advance to relevant stakeholders; and all option grants must be approved by the Compensation Committee and documented in the minutes of the meeting.

Once option awards are granted, the Company will promptly disclose these awards in compliance with SEC regulations, typically within four business days. In the event of stock option grants to officers and directors, the Company will ensure that applicable Form 4s are filed for the applicable officers and directors with the SEC to report changes in their respective ownership within two business days of the grants.

The Chief Financial Officer will monitor compliance with the OG Policy, reviewing option grant timing and disclosures regularly to ensure adherence to established procedures. In addition, the Compensation Committee will conduct periodic audits of stock option grants and related disclosures to identify any issues or areas for improvement. These audits will assess whether the procedures are being followed and if the timing of option awards aligns with SharpLink’s policies regarding MNPI. Any suspected violations of the OG Policy must be reported immediately to the Chief Financial Officer, who will be responsible for investigating reported violations and take appropriate action, which may include disciplinary measures against individuals who fail to comply.

All records related to option grants, approvals and disclosures must be maintained for a minimum of seven years. This includes minutes from the Compensation Committee, assessments of MNPI and any communications regarding option awards. Records will be accessible to relevant stakeholders, including the Board of Directors and external auditors, to ensure transparency and accountability.

Employees will be informed of any updates to the OG Policy and its procedures, ensuring that everyone involved in the option awarding process is aware of their responsibilities and the importance of compliance.

The OG Policy will be reviewed annually by the Chief Financial Officer in conjunction with the Compensation Committee to ensure its effectiveness and relevance. Any amendments to the OG Policy will be made in response to changes in regulations, best practices or company operations and will be communicated to all relevant stakeholders.

The OG Policy is available for viewing on SharpLink’s investor relations website found at https://investors.sharplink.com/.

2024 Stock Option Grants

No officers or directors of SharpLink were granted stock options under the Equity Plans in 2024.

Cybersecurity

Please see the discussion under the heading “Cybersecurity” in the Business section of our Annual Report on Form 10-K for additional information on our cybersecurity risk management, strategy and governance.

Election of Officers; Family Relationships

Our executive officers are appointed by, and serve at the discretion of, our Board. There are no family relationships among any of our directors or executive officers.

Director Nomination Process

The Board of the Company does not have a nominating committee. The full Board performs the functions of a nominating committee. The Board believes that it does not need a separate nominating committee because the full Board is relatively small, has the time to perform the functions of selecting Board nominees and in the past has acted unanimously in regard to nominees.

In considering an incumbent director whose term of office is to expire, the Board reviews the director’s overall service during the person’s term, the number of meetings attended, level of participation and quality of performance. In the case of new directors, the directors on the Board are asked for suggestions as to potential candidates, discuss any candidates suggested by a stockholder of the Company and apply the criteria stated below. The Company may engage a professional search firm to locate nominees for the position of director of the Company. However, to date the Board has not engaged professional search firms for this purpose.

The Board seeks candidates for nomination to the position of director who have excellent decision-making ability, business experience, personal integrity, diverse backgrounds and who meet such other criteria as may be set forth in a writing adopted by a majority vote of the Board. While the Board values a diversity of viewpoints and backgrounds, it does not have a formal policy regarding the consideration of diversity in identifying director nominees.

The directors will take into consideration a director nominee submitted to the Company by a stockholder; provided that the stockholder submits the director nominee and reasonable supporting material concerning the nominee by the due date for a stockholder proposal to be included in the Company’s Proxy Statement for the applicable annual meeting as set forth in the Company’s organizational documents and the rules of the SEC then in effect.

Nomination of Directors

Stockholders may recommend director candidates for consideration by following the procedures set forth in our Certificate of Incorporation (the “Certificate of Incorporation”). Pursuant to the Certificate of Incorporation, if a stockholder would like to nominate a director, he or she must deliver notice to the Company’s secretary (i) not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting or (ii) if the date of the annual meeting is advanced by more than 30 days or delayed by more than 30 days from the first anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered, or mailed and received, not more than 120 days nor less than 90 days prior to the date of such annual meeting or, if less than 120 days’ notice is given of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.

Effective September 1, 2022, SEC Rule 14a-19 requires the use of a universal proxy card in contested director elections. Under this “universal proxy rule,” a stockholder intending to engage in a director election contest with respect to an annual meeting of stockholders must give the Company notice of its intent to solicit proxies by providing the name(s) of the stockholder’s nominee(s) and certain other information at least 60 calendar days prior to the anniversary of the previous year’s annual meeting date (except that, if the Company did not hold an annual meeting during the previous year, or if the date of the meeting has changed by more than 30 calendar days from the previous year, then notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the annual meeting is first made by the Company).

Election of Directors

Our Board of Directors consists of four members, three of which are independent directors for Nasdaq corporate governance purposes. Pursuant to our Certificate of Incorporation, all of our directors are currently being elected at our Annual Meeting of Stockholders by a vote of the holders of a majority of the voting power represented and voting at such meeting and hold office until the next Annual Meeting of Stockholders and until their successors have been elected.

The Board of Directors may, at any time from time to time, appoint any other person as a director, whether to fill a casual vacancy or to add to their number. A majority of our independent directors have nominated and recommended our directors for reelection by our stockholders.

Independent Directors

In general, Nasdaq Stock Market Rules require that the Board of Directors of a Nasdaq-listed company have a majority of independent directors, within the meaning of the Nasdaq Stock Market Rules, and our Audit Committee must have at least three members and be comprised only of independent directors, each of whom satisfies the respective “independence” requirements of the SEC and Nasdaq. Our Board of Directors has determined that Messrs. Obie McKenzie and Robert Gutkowski and Ms. Bernhard qualify as independent directors under the requirements of the SEC and Nasdaq. Therefore, three of our four Board members are independent directors for Nasdaq corporate governance purposes. In addition, in accordance with the rules of the SEC and Nasdaq, our Audit Committee is composed of three independent directors, as defined by the rules of the SEC and Nasdaq.

Board Diversity Matrix

The matrix below summarizes certain information regarding the diversity of our Board as of the date of this proxy statement. Each of the categories listed in the table below has the meaning set forth in Nasdaq Rule 5605(f).

Board Diversity Matrix
Total Number of Directors	4
	Female		Male
Part I: Gender Identity
Directors		1		3
Part II: Demographic Background
African American or Black		0		1
Asian		0		0
Hispanic or Latinx		0		0
White		1		2
Did Not Disclose Demographic Background		0

Compensation Committee Interlocks and Insider Participation

All officer compensation and bonuses for executive officers has been determined by our Compensation Committee which is currently comprised of Messrs. Obie McKenzie and Robert Gutkowski and Ms. Leslie Bernhard, all of whom are independent members of the Board.

None of our executive officers serves, or in the past has served, as a member of our Compensation Committee, or other committee serving an equivalent function, of any entity that has one or more executive officers serving as members of our Board or our Compensation Committee. None of the members of our Compensation Committee is or has been an officer or employee of our Company.

Committees of the Board of Directors

The composition and responsibilities of each committee are described below. Members serve on committees until their resignation or until otherwise determined by our Board. Each of these committees has adopted a written charter that satisfies the applicable standards of the SEC and the Nasdaq Listing Rules, which we have posted on the investor relations section of our website found at www.sharplink.com.

Audit Committee

The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, is responsible for assisting the Board of Directors in its oversight of the integrity of the Company’s financial statements, the qualifications and independence of the Company’s independent auditors, and the Company’s internal financial and accounting controls. The audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

	●	reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Annual Report on Form 10-K;
	●	discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
	●	discussing with management major risk assessment and risk management policies, including those relating to cybersecurity;
	●	monitoring the independence of the independent auditor;
	●	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
	●	reviewing and approving all related-party transactions;
	●	inquiring and discussing with management our compliance with applicable laws and regulations;
	●	pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
	●	appointing or replacing the independent auditor;
	●	determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and
	●	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies.

The members of the Audit Committee are Leslie Bernhard, Obie McKenzie and Robert Gutkowski. Each member of the Audit Committee qualifies as an independent director under the corporate governance standards of the Nasdaq and the independence requirements of Rule 10A-3 of the Exchange Act. The Board of Directors has determined that Ms. Bernhard qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K and meets the financial sophistication requirements of the Nasdaq, and as such serves as the Audit Committee Chair.

Compensation Committee

The Compensation Committee approves the compensation objectives for the Company, approves the compensation of the named executive officers and approves or recommends to the Board of Directors for approval the compensation of the Chief Executive Officer. The Compensation Committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

	●	reviews, approves and determines, or makes recommendations to our Board regarding the compensation of our executive officers;
	●	administers our equity compensation plans;
	●	reviews and approves, or makes recommendations to our Board, regarding incentive compensation and equity compensation plans;
	●	establishes and reviews general policies relating to compensation and benefits of our employees;
	●	oversees and administers the Company’s clawback policy; and
	●	Oversees the Company’s option grant policy.

The members of the Compensation Committee are Obie McKenzie, Leslie Bernhard and Robert Gutkowski. Mr. McKenzie serves as the Chairman of the Compensation Committee. Each member of the Compensation Committee is a non-employee director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act, each is an outside director as defined by Section 162(m) of the United States Internal Revenue Code of 1986, as amended, or the Code, and each is an independent director as defined by Nasdaq. The Compensation Committee has adopted a written charter that satisfies the applicable standards of the SEC and the Nasdaq, which is available on our website at https://www.sharplink.com/corporate-governance/.

Code of Ethics

The Company has adopted a Code of Ethics for adherence by its Chief Executive Officer and Chief Financial Officer to ensure honest and ethical conduct; full, fair and proper disclosure of financial information in the Company’s periodic reports filed pursuant to the Securities Exchange Act of 1934; and compliance with applicable laws, rules, and regulations. Any person may obtain a copy of our Code of Ethics, without charge, by mailing a request to the Company at the address appearing on the front page of this Annual Report on Form 10-K or by viewing it on our website found at www.sharplink.com.

Stockholder Communications

Stockholders can mail communications to the Board of Directors, SharpLink Gaming, Inc., 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55402, who will forward the correspondence to each addressee.

2024 Compensation of SharpLink Israel Non-Employee Directors

The following table provides certain information concerning the compensation for services rendered in all capacities by each non-employee director serving on SharpLink Israel’s board from January 1, 2024 through February 13, 2024, which was the date of their respective resignations as directors of SharpLink Israel.

Name	Fees Earned ($)		Option Awards ($)		Total ($)
Joseph Housman		9,133		—		9,133
Paul Abdo		6,689		—		6,689
Tom Doering		7,889		—		7,889
Scott Pollei		7,889		—		7,889
Adrienne Anderson		7,889		—		7.889

2024 Compensation of SharpLink US Non-Employee Directors

The following table provides certain information concerning the compensation for services rendered in all capacities by each non-employee director serving on SharpLink US’s board from February 13, 2024 through December 31, 2024. No stock options were awarded to non-employee directors during 2024.

Name	Fees Earned ($)		Number of RSUs Granted		Total ($)
Leslie Bernhard		59,500		106,668		59,500
Obie McKenziee		59,500		106,668		59,500
Robert Gutkowski		55,108		106,668		55,108

2025 Director Compensation

For 2025, non-employee directors will receive compensation for services as directors pursuant to the 2025 Board Compensation Plan adopted by the Board of Directors on March 19, 2025. In accordance with the 2025 Board Compensation Plan, non-employee directors will receive:

	●	A base annual fee of $35,000 for services, payable monthly.

	●	Additional cash compensation for services on Committees.

	○	Directors who serve as the Chair of the Audit or Compensation Committee will receive $15,000 annually, payable quarterly at the end of each calendar quarter, or on March 31, 2025; June 30, 2025; September 30, 2025; and December 31, 2025.

	○	Directors serving on the Audit and Compensation Committees and are not already receiving compensation for serving as the Chair of one of those committees, will receive $10,000 annually, payable quarterly at the end of each calendar quarter, or on March 31, 2025; June 30, 2025; September 30, 2025; and December 31, 2025.

●

Equity consideration issuable as follows:

○

Each of the non-employee directors will be eligible to be granted up to 80,000 Restricted Stock Units (“RSUs”) in 2025, subject to stockholder approval of an increase in the shares authorized under the 2023 Equity Incentive Plan – approval which may be sought by the Company pursuant to a Special General Meeting of Stockholders to be held later this year.

SharpLink Executive Compensation Policy Overview

Executive Compensation and Analysis

The Compensation Committee is committed to the close alignment of our executive pay programs with Company and individual performance and our stockholders’ interest, while ensuring we can attract and retain key talent in the organization.

Compensation Philosophy

SharpLink’s executive compensation program is designed to attract, motivate, retain and fairly reward highly skilled executives who bring the business acumen necessary to achieve our long-term business objectives. We pay for performance and design executive compensation programs that reward short- and long-term performance and align the financial interests of our executive officers with those of our stockholders. To that end, the compensation packages provided to our Named Executive Officers (“NEOs”) include both cash- and equity-based components. We evaluate performance and compensation levels to ensure that:

	●	We maintain our ability to attract and retain outstanding employees in executive positions;
	●	Executive compensation remains competitive with the compensation paid to similarly situated executives at comparable companies; and
	●	Compensation programs are applied in an internally consistent manner.

What We Do in Our Compensation Programs

	●	Establish, communicate and monitor measurable goals and objectives;
	●	Review total compensation when making executive compensation decisions;
	●	Establish maximum award levels for short- and long-term incentive plans;
	●	Assess our programs against peer companies and best industry practices;
	●	Require executives to set up 10b5-1 programs to properly manage all stock transactions;
	●	Avoid incentives that encourage excessive risk;
	●	Annually assess risks associated with our compensation program; and
	●	Subject incentive compensation of executives to our formal clawback policy.

Roles of the Compensation Committee, Management and Peer Groups

Role of the Compensation Committee

Our Compensation Committee is responsible for establishing the compensation of our NEOs; and oversees administration of the Company’s executive compensation plan, policies and programs, including providing guidance on corporate goals and objectives relating to compensation, short-term bonus (incentive) plans and long-term equity compensation plans, and approval of grants of equity awards.

Role of Management

Management participates in the review and refinement of our executive compensation program. The CEO meets with committee members to discuss compensation packages for the NEOs and to review the performance of the Company and each NEO, other than himself, and makes recommendations with respect to the appropriate base salary, annual cash bonus, event-driven bonus(es) and grants of short- and long-term equity awards.

Role of Peer Groups, Surveys and Benchmarking

We consider multiple sources of data to evaluate the fairness of potential rewards associated with our compensation structures and whether they meet our compensation objectives. We also consider how our compensation practices compare to market practices among relevant companies in terms of size and/or industry. Among other factors, we carefully evaluate compensation data for executive officer positions for public companies of our size and/or operating in the sports, gaming, technology and digital marketing industries pulled from proxy statements filed with the SEC. The Compensation Committee considers competitive market compensation of peer group companies as its primary source of market compensation decisions.

2025 Peer Groups

For 2025, the Compensation Committee utilized the following primary criteria to identify its compensation peer group: i) traded on the Nasdaq Stock Market; ii) have market capitalization below $15 million; and iii) operate businesses with focus on sports, technology and digital marketing. The 2025 peer group was comprised of:

	●	Connexa Sports Technologies, Inc.
	●	Gryphon Digital Mining, Inc.
	●	Hall of Fame Resort & Entertainment
	●	Marin Software Incorporated
	●	Motorsports Games Inc.
	●	Nextrip, Inc.
	●	Verb Technology Company, Inc.

Compensation Committee Interlocks and Insider Participation

All officer compensation and bonuses for executive officers are determined by our Compensation Committee, which is comprised of non-employee directors. None of our executive officers serve, or in the past has served, as a member of our Compensation Committee. None of the members of our Compensation Committee is or has been an officer or employee of our Company.

Components of Executive Compensation

The key elements of our executive compensation packages for NEOs are base salary, annual cash bonus, one-time cash bonuses for significant milestone events being achieved, equity-based awards and our employee benefits programs.

●

A base salary provides our NEOs with a competitive level of fixed compensation, which reflects individual performance and scope of responsibilities, as well as the competitive market for executive talent; and benefits our stockholders by offering competitive salaries that will allow us to attract and retain talented executives. In determining base salaries for our NEOs, the Compensation Committee considers a number of factors including:

	○	The scope of responsibilities, prior experience and qualifications;
	○	Past individual performance;
	○	Base salary and total compensation relative to other executives in similar positions;
	○	Competitive market conditions and market data; and
	○	Recommendations of the CEO, other than with respect to his own compensation.

	●	An annual cash bonus rewards our NEOs for achieving Company and individual goals over the course of the year; and benefits our stockholders by ensuring our NEOs remain focused on meeting key short-term business objectives and performance metrics. We offer our NEOs the opportunity to earn annual cash bonuses based on achieving performance against committee-approved performance goals. The Compensation Committee, in its sole discretion, with respect to the CEO and in collaboration with the CEO for all other NEOs, determines whether and to what extent annual cash bonuses shall be paid to each NEO.

	●	One-time cash bonuses reward our NEOs who play a material role in a significant milestone achieved by the Company, e.g., completing a strategic acquisition that has a positive impact on SharpLink’s overall financial performance or raising mission critical growth capital. The Compensation Committee, in its sole discretion, with respect to the CEO and in collaboration with the CEO for all other NEOs, determines whether and to what extent one-time cash bonuses are paid to each NEO based on the materiality of each significant milestone achieved.

	●	Equity-based awards incentivize our NEOs, are designed to drive achievement of long-term operational and financial goals and increased stockholder value, as well as attract and retain key talent over a sustained time period. The Compensation Committee sets each NEOs’ equity based awards on their respective role and responsibilities, internal equity considerations, competitive market conditions and data and target direct compensation.

	●	In addition to the primary elements of compensation described above, the NEOs may participate in benefits programs generally available to our employees. In addition, our CEO and CFO are entitled to receive monthly cash consideration for certain expenses, including term life insurance policy premiums, executive health exams not covered by prevailing health benefit plan and/or country club fees, as applicable.

Stockholder Advisory Vote Regarding Executive Compensation (“Say on Pay”)

In 2023, our stockholders approved an annual schedule for the Say on Pay advisory vote, which we adopted as our practice. Consistent with that schedule, we held a Say-On-Pay advisory vote at our 2024 Annual Meeting, which received 97% approval by stockholders represented in person or by proxy at the meeting and voted on the proposal. The results of the vote indicate that our stockholders generally support our compensation decisions and we continue to engage with stockholders with respect to compensation and governance matters. A Say on Pay advisory vote is included as Proposal #5 in this proxy statement for the 2025 Annual Meeting.

Summary Executive Compensation Table

The following table sets forth all compensation paid or payable by the Company during the last three fiscal years to the Company’s then-NEOs:

Name and Position	Fiscal Year	Salary ($)	Bonus ($)⁽¹⁾	Option Awards⁽²⁾ ($)	Stock Awards/ RSUs ($)	All Other Comp⁽³⁾ ($)	Total ($)
Rob Phythian	2024	285,000	216,595	108,242	140,000	12,000	761,837
President and Chief Executive Officer ⁽¹⁾	2023	300,000	70,470	105,958	-	12,000	488,428
	2022	300,000	181,671	130,576	-	12,000	624,247

Robert DeLucia	2024	230,000	170,938	35,445	112,000	-	548,383
Chief Financial Officer ⁽¹⁾⁽⁴⁾	2023	220,000	48,938	34,836	-	-	303,774
	2022	80,385	30,938	21,399	-	-	132,722

Brian Bennett	2024	-	-	-	-	-	-
Former Chief Financial Officer ⁽⁵⁾	2023	-	-	-	-	-	-
	2022	153,654	22,212	-	-	-	175,866

Chris Nicholas	2024	18,462	67,860	-	-	-	86,322
Former Chief Operating Officer ^{(1 (6)}	2023	240,000	67,860	31,067	-	-	338,927
	2022	240,000	89,137	113,336	-	-	442,473

David Abbott	2024	-	-	-	-	-	-
Former Chief Technology Officer ⁽⁷⁾	2023	240,000	-	28,974	-	-	268,974
	2022	64,615	-	22,422	-	-	87,037

(1)	2024 Bonus ($) represent bonuses paid to named executives for both fiscal year 2023, which were paid in January 2024, and fiscal year 2024, which were paid in December 2024.

(2)	Represents the share-based compensation expenses recorded in SharpLink’s consolidated financial statements for the year ended December 31, 2024, 2023 and 2022, based on the option’s fair value, calculated in accordance with accounting guidance for equity-based compensation.

(3)	Other compensation represents reimbursement of up to $1,000 per month for private/social club dues for the CEO.

(4)	Mr. Robert DeLucia was named SharpLink Israel’s Chief Financial Officer in August 2022.

(5)	Mr. Brian Bennett joined SharpLink Israel as the Chief Financial Officer in August 2021 and resigned in August 2022.

(6)	Mr. Chris Nicholas joined SharpLink Israel in July 2021 and resigned in January 2024 upon the Sale of Business to RSports.

(7)	Mr. David Abbott joined SharpLink Israel in September 2022 and resigned in December 2023.

Employment Agreements of Named Executive Officers

Employment Agreement with Rob Phythian

Following the completion of the domestication merger between SharpLink Israel and SharpLink US, Mr. Phythian entered into an employment agreement with SharpLink US in February 2024 to serve as SharpLink US’ Chief Executive Officer. On March 19, 2025, the Compensation Committee approved the 2025 Executive Compensation Plan, which thereby amended and restated certain terms and conditions of Mr. Phythian’s original employment agreement (the “Amended Phythian Agreement”).

In accordance with the 2025 Executive Compensation Plan, Mr. Phythian will be entitled to an annual base salary of $440,000 (“Phythian Base Salary”), with the increase subject to the Company regaining full compliance with the Nasdaq minimum listing requirements on or before May 23, 2025; and an annual performance-based cash bonus up to 50% of the annual base salary, as determined and approved by the Compensation Committee. In addition, the Company shall directly pay or reimburse Mr. Phythian up to $10,000 annually for the following: i) premiums of a term life insurance policy and ii) if elected, executive health exams not covered by the Company’s prevailing benefits plan. In addition, the Company shall directly pay or reimburse Mr. Phythian up to $12,000 annually for payment of country club annual dues.

Mr. Phythian will be eligible to be granted up to 220,000 RSUs based on certain predefined performance benchmarks being achieved in 2025. Mr. Phythian shall also be eligible to be granted additional equity awards in accordance with the Company’s policies as in effect from time to time, as recommended and approved by the Compensation Committee. The granting of any and all future equity awards to Mr. Phythian will be subject to stockholder approval of the increase in the number of shares authorized under the 2023 Equity Incentive Plan – approval which may be sought by the Company pursuant to a Special General Meeting of Stockholders to be held later this year.

The Amended Phythian Agreement is for a term of two years (“Phythian Term”), subject to earlier termination, and will be automatically extended for successive one-year periods unless either party gives written notice of termination at least 120 days in advance of the expiration of the Phythian Term or the then-current term, as applicable.

The Amended Phythian Agreement provides that if Mr. Phythian is terminated by the Company without cause or if he terminates his employment for good reason, he will be entitled to: i) continuation of the Phythian Base Salary at the rate in effect immediately prior to the termination date for 12 months following the termination date paid accordance with the Company’s normal payroll practices, but no less frequently than monthly; and ii) if Mr. Phythian elects to continue group health coverage under any Company group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Mr. Phythian for a portion of his COBRA premiums, such that his unreimbursed cost of COBRA premiums does not exceed the cost to Mr. Phythian of such health plan premiums immediately prior to termination, for a period of up to one year after his termination (or until he is no longer eligible for COBRA continuation, if earlier). In addition, Mr. Phythian shall be entitled to severance, payable in a lump sum equal to 100% of the Phythian Base Salary.

If employment is terminated by the Company for cause or by Mr. Phythian for other than good reason, Mr. Phythian will be entitled only to the accrued salary and bonus obligations through the date of termination.

DeLucia Employment Agreement

Following the completion of the domestication merger between SharpLink Israel and SharpLink US, Mr. DeLucia entered into an employment agreement with SharpLink US in February 2024 to serve as SharpLink US’ Chief Financial Officer. On March 19, 2025, the Compensation Committee approved the 2025 Executive Compensation Plan, which thereby amended and restated certain terms and conditions of Mr. DeLucia’s original employment agreement (the “Amended DeLucia Agreement”).

In accordance with the 2025 Executive Compensation Plan, Mr. DeLucia will be entitled to an annual base salary of $261,684 (“DeLucia Base Salary”), with the increase subject to the Company regaining full compliance with the Nasdaq minimum listing requirements on or before May 23, 2025; and an annual performance-based cash bonus up to 50% of the annual base salary, as determined and approved by the Compensation Committee. In addition, the Company shall directly pay or reimburse Mr. DeLucia up to $10,000 annually for the following: i) premiums of a term life insurance policy and ii) if elected, executive health exams not covered by the Company’s prevailing benefits plan.

Mr. DeLucia will be eligible to be granted up to 130,842 RSUs based on certain predefined performance benchmarks being achieved in 2025. Mr. DeLucia shall also be eligible to be granted additional equity awards in accordance with the Company’s policies as in effect from time to time, as recommended and approved by the Compensation Committee. The granting of any and all future equity awards to Mr. DeLucia will be subject to stockholder approval of the increase in the number of shares authorized under the 2023 Equity Incentive Plan – approval which may be sought by the Company pursuant to a Special General Meeting of Stockholders to be held later this year.

The Amended DeLucia Agreement is for a term of two years (“DeLucia Term”), subject to earlier termination, and will be automatically extended for successive one-year periods unless either party gives written notice of termination at least 120 days in advance of the expiration of the DeLucia Initial Term or the then-current term, as applicable.

The Amended DeLucia Agreement provides that if Mr. DeLucia is terminated by the Company without cause or if he terminates his employment for good reason, he will be entitled to: i) continuation of the DeLucia Base Salary at the rate in effect immediately prior to the termination date for 12 months following the termination date paid accordance with the Company’s normal payroll practices, but no less frequently than monthly; and ii) if Mr. DeLucia elects to continue group health coverage under any Company group health plan pursuant to the COBRA, the Company shall reimburse Mr. DeLucia for a portion of his COBRA premiums, such that his unreimbursed cost of COBRA premiums does not exceed the cost to Mr. DeLucia of such health plan premiums immediately prior to termination, for a period of up to one year after his termination (or until he is no longer eligible for COBRA continuation, if earlier). In addition, Mr. DeLucia shall be entitled to severance, payable in a lump sum equal to 100% of the DeLucia Base Salary.

If employment is terminated by the Company for cause or by Mr. DeLucia for other than good reason, the executive will be entitled only to the accrued salary and bonus obligations through the date of termination.

Equity Incentive Plan Information

As of December 31, 2024, SharpLink had three equity incentive plans under which shares of Common Stock of the Company were authorized for issuance to directors, officers or employees of the Company and its subsidiaries in exchange for consideration in the form of goods or services: the 2020 Stock Incentive Plan, the 2021 Equity Incentive Plan and the 2023 Equity Incentive Plan.

2020 Stock Incentive Plan

In December 2020, SharpLink, Inc.’s Board of Directors approved the 2020 Stock Incentive Plan (the “2020 Plan”). Equity instruments allowed to be granted under the 2020 Plan include stock options, restricted stock awards, stock appreciation rights, performance units and stock bonuses. After giving effect to the reverse stock split effected in April 2023, the 2020 Plan allowed for grants of up to 40,000 shares of SharpLink, Inc. and the 2020 Plan expires on December 23, 2030. Prior to the MTS Merger, 36,000 stock options (adjusted for reverse stock splits effected in July 2021) had been granted under the 2020 Plan.

Through the MTS Merger in July 2021, SharpLink Israel assumed the 2020 Plan and exchanged all outstanding stock options in SharpLink, Inc. for those in SharpLink Israel at an exchange rate of 1.3352 shares of SharpLink for one share of SharpLink, Inc. As a result, there were 480,664 stock options outstanding as of the closing date of the MTS Merger. To provide for adequate shares to be issued to Company’s employees, Mr. Rob Phythian, SharpLink’s CEO, and Mr. Chris Nicholas, SharpLink’s COO, forfeited an aggregate of 1,140,000 options, 360,000 of which were vested. As a result, 780,000 options were deemed to have been forfeited and 360,000 options were deemed to have expired.

During 2021 and 2022, there were no grants under the 2020 Plan. There will be no future grants made through the 2020 Plan as the 2020 Plan was succeeded by the 2021 Equity Incentive Plan.

2021 Equity Incentive Plan

In July 2021, SharpLink Israel’s shareholders approved the 2021 Plan. The 2021 Plan is the successor to the 2020 Plan. The Equity instruments allowed to be granted under the 2021 Plan include stock options, warrants, stock appreciation rights, restricted stock awards, and restricted stock units. In September 2022, shareholders approved an amendment to the 2021 Plan, increasing the total number of equity instruments allowed for grants from 233,663 to 543,663 shares. The 2021 Plan expires on December 23, 2030.

During 2024, there were no stock options granted under the 2021 Plan. However, there were 200,004 RSUs granted to officers and directors at a weighted average fair value of $0.72 at the grant date.

2023 Equity Incentive Plan

On June 12, 2023, the SharpLink US Board of Directors approved the SharpLink Gaming, Inc. 2023 Incentive Plan (“2023 Plan”) for submission to the stockholders at an Extraordinary General Meeting of Stockholders held on December 6, 2023. The stockholders approved the 2023 Plan in connection with approving the Domestication Merger. Becoming effective upon completion of the Domestication Merger on February 13, 2024, the 2023 Plan provides for the grant of incentive stock options, non-statutory stock options, SARs, restricted stock awards, RSU awards, performance awards and other awards. Subject to adjustment in accordance with the 2023 Plan and any adjustments as necessary to implement any capitalization adjustments, the aggregate number of shares that may be issued pursuant to awards under the 2021 Plan shall not exceed 410,000 shares. Shares of SharpLink US Common Stock subject to awards granted under the 2023 Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares do not reduce the number of shares available for issuance under the 2023 Plan. If any shares of SharpLink US Common Stock issued pursuant to a share award are forfeited back to or repurchased or reacquired by us for any reason, the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the 2023 Plan. Any shares reacquired in satisfaction of tax withholding obligations or as consideration for the exercise or purchase price of a stock award will not again become available for issuance under the 2023 Plan.

During 2024, there were no stock options granted under the 2023 Plan. However, there were 300,000 RSUs granted to officers and directors at a weighted average fair value of $0.72 at the grant date.

	Number of Securities to be Issued Upon Exercise of Outstanding Options or Vesting of RSUs		Weighted Average Exercise Price of Outstanding Options or Weighted Average Grant Date Fair Value		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plan Approved by Shareholders:

2020 Stock Incentive Plan		8,011	$	9.36		-
2021 Equity Incentive Plan						243,409
Stock Options		100,250	$	7.45
RSUs (*)		200,004	$	0.74
2023 Equity Incentive Plan						110,000
RSUs (*)		300,000	$	1.40

* RSUs represent the total amount granted under each plan.

In connection with the Domestication Merger completed in February 2024, all SharpLink Israel securities, including options issued under the 2020 Plan and 2021 Plan, converted on a one-for-one basis to SharpLink U.S. securities. Effective February 13, 2023, all options exercised under the 2020 Plan and 2021 Plan will be issued shares of Common Stock of SharpLink US.

Outstanding Equity Awards

The following table sets forth information regarding the stock options and unvested restricted stock units held by each of the named executive officers as of December 31, 2024. Dollar amounts have been rounded up to the nearest whole dollar.

Stock Options

Name	Number of Shares of Common Stock Underlying Unexercised Options (Exercisable)		Number of Shares of Common Stock Underlying Unexercised Options (Unexercisable)		Option Exercise Price		Option Expiration Date
Rob Phythian		8,011		-	$	9.36	12/28/2030
		30,000		-	$	6.29	9/8/2032
		11,666		5,834	$	4.40	2/24/2033

Robert DeLucia		12,500		2,500	$	12.00	8/22/2032
		3,333		1,667	$	4.40	2/27/2033

Restricted Stock Units

Name	Number of RSUs Granted	Grant Date	Vesting Date
Rob Phythian	25,000	2/16/2024	3/31/2024
	25,000	2/16/2024	6/30/2024
	25,000	2/16/2024	9/30/2024
	25,000	2/16/2024	12/31/2024

Robert DeLucia	20,000	2/16/2024	3/31/2024
	20,000	2/16/2024	6/30/2024
	20,000	2/16/2024	9/30/2024
	20,000	2/16/2024	12/31/2024

Pay Versus Performance

In accordance with the SEC’s disclosure requirements pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act, provided below is the Company’s Pay Versus Performance disclosures as required by Item 402(v) for smaller reporting companies, we have included a table that compares the total compensation of our principal executive officer (“PEO”) and average other named executive officers (“Non-PEO NEOs”), as presented in the Summary Executive Compensation Table (“Summary Compensation Table”), to compensation actually paid. The table and disclosure below also compares compensation actually paid to our indexed total stockholder return and GAAP Net Income.

This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used compensation actually paid as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. Please refer to our “Executive Compensation and Related Information” section on pages 51 to 63 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.

The table below shows for 2024, 2023 and 2022 the “total” compensation for Rob Phythian, our PEO, and our other NEOs from the Summary Compensation Table above; the compensation actually paid to those officers calculated using rules required by the SEC; our total stockholder return; and our net income. Compensation actually paid does not represent the value of shares received by the officers during the year, but rather is an amount calculated under Item 402(v) of Regulation S-K.

Year	Summary Compensation Table Total for PEO ($) ⁽¹⁾		Compensation Actually Paid to PEO ($) ^{(1) (2) (3)} ^(1)(2)(3)		Average Summary Compensation Table Total for Non-PEO NEOs ($) ⁽¹⁾		Average Compensation Actually Paid to Non-PEO NEOs ($) ^{(1) (2) (3)} ^(1)(2)(3)		Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($)			Net Income (Loss) ($)
2024		761,837		901,758		634,704		660,676		(60.00	)		10,099,619
2023		488,428		691,300		911,674		1,092,856		(58.85	)		(14,243,182	)
2022		624,247		547,611		838,098		761,462		(88.71	)		(15,233,378	)

(1)	The individuals comprising SharpLink’s Non-PEO NEOs for each year presented are listed below:

(1)	The individuals comprising SharpLink’s Non-PEO NEOs for each year presented are listed below:

2022	2023	2024
Chris Nicholas, COO	Chris Nicholas, COO	Robert DeLucia, CFO
Brian Bennett, Former CFO	Robert DeLucia, CFO	Chris Nicholas, Former COO
Robert DeLucia, CFO	David Abbott, CTO
David Abbott, CTO

(2)

The amounts shown for compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3)

Compensation actually paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718, Compensation – Stock Compensation. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table, which reflect the fair market values of equity awards as of each grant date.

	2024 - PEO ($)			2023 - PEO ($)			2022 - PEO ($)			2024 - Non-PEO NEOs ($)			2023 - Non-PEO NEOs ($)			2022 - Non-PEO NEOs ($)
Summary Compensation Table (“SCT”) Total Compensation		761,837			488,428			624,247			634,794			911,674			838,098
Deduct equity awards reported in SCT		(108,242	)		(105,958	)		(130,576	)		(35,445	)		(94,876	)		(157,157	)
Add year-end fair value of of equity awards in covered fiscal year which are outstanding and unvested as of the end of the covered fiscal year		108,163			164,686			53,940			19,696			144,362			70,034
Add the change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that remain outstanding and unvested as of the end of the covered fiscal year		(110,462	)		80,821			-			(76,332	)		48,510			10,487
Add the change in fair value from the end of the prior fiscal year to the vest date for awards granted in prior years that vested in the covered year		110,462			51,814			(8,436	)		6,052			73,488			-
Add the fair value as of the vesting dates for awards that are granted and vested in the same covered fiscal year		-			11,509			94,350			-			9,698			10,022
Deduct the fair value at the end of the prior fiscal year for awards granted in prior years that forfeited during the covered fiscal year		-			-			(283,050	)		-			-			(912,256	)
Add the dollar value of any dividends, dividend equivalents, or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year		140,000			-			-			112,000			-			-
Adjustment to compensation amount
Compensation Actually Paid		901,758			691,300			547,611			660,676			1,092,856			761,462

Certain Relationships and Related Transactions

Brown and Brown

The Company uses Brown & Brown (“Brown”), which acquired Hays Companies, as an insurance broker. Brown is considered a related party as an executive of Brown served on the Board of Directors of SharpLink Israel through February 2024. The Company paid $405,417, $921,565 and $1,198,710 for the years ending December 31, 2024, 2023 and 2022, respectively for insurance coverage brokered by Brown. SharpLink Israel’s former director earned no commissions for the placement of these policies.

Connecticut Facility Lease

SharpLink Israel leased office space in Collinsville, Connecticut from CJEM, LLC, an entity owned by Chris Nicholas, SharpLink Israel’s former Chief Operating Officer and member of its Board of Directors who left the Company in January 2024, pursuant to a lease dated December 16, 2020 (the “Lease”). SharpLink Israel paid approximately $3,200, $38,400 in each of 2024, 2023 and 2022 under such lease. The current term of the lease expired on December 31, 2023, and SharpLink Israel had the right to extend the Lease under the same terms for an additional three-year term through December 31, 2026. On January 18, 2024 with the completion of the Sale of Business to RSports, this lease obligation was transferred to RSports in accordance with the terms of the Purchase Agreement.

Policies and Procedures for Related Person Transactions

While the Company has not adopted a written related party transaction policy for the review, approval and ratification of transactions involving “related parties,” related parties are deemed to be directors and nominees for director, executive officers and immediate family members of the foregoing, as well as security holders known to beneficially own more than five percent of our common stock. The policy covers any transaction, arrangement or relationship, or series of transactions, arrangements or relationships, in which the Company was, is or will be a participant and the amount exceeds $100,000, and in which a related party has any direct or indirect interest. The policy is administered by the Audit Committee.

In determining whether to approve or ratify a related party transaction, the Audit Committee will consider whether or not the transaction is in, or not inconsistent with, the best interests of the appropriate company. In making this determination, the Audit Committee is required to consider all of the relevant facts and circumstances in light of the following factors and any other factors to the extent deemed pertinent by the committee:

	●	The position within or relationship of the related party with the Company;

	●	The materiality of the transaction to the related party and the Company, including the dollar value of the transaction, without regard to profit or loss;

	●	The business purpose for and reasonableness of the transaction, taken in the context of the alternatives available for attaining the purposes of the transaction;

	●	Whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms and conditions offered generally to parties that are not related parties;
	●	Whether the transaction appears to be a related party transaction given the parties involved in the transaction;

	●	Whether the transaction is in the ordinary course of business and was proposed and considered in the ordinary course of business; and

	●	The effect of the transaction on the business and operations, including on internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transactions.

The policy contains standing pre-approvals for certain types of transactions which, even though they may fall within the definition of a related party transaction, are deemed to be pre-approved by the Company given their nature, size and/or degree of significance to the company. These include compensation arrangements with directors and executive officers for which disclosure is required in the proxy statement and sales of products or services in the ordinary course of business.

In the event the Company inadvertently enters into a related party transaction that requires, but has not received, pre-approval under the policy, the transaction will be presented to the appropriate Board for review and ratification promptly upon discovery. In such event, the committee will consider whether such transaction should be rescinded or modified and whether any changes in our controls and procedures or other actions are needed.

Vote Required for Approval

For the Election of Directors Proposal, the Director nominees who receive the highest number of “FOR” votes will be elected as Directors. You may vote “FOR” or “WITHHOLD” with respect to each Director nominee. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from which they are withheld and will have the same effect as an abstention.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF

THE BOARD OF DIRECTORS’ NOMINEES.

II. APPROVAL OF INCREASING RATIO FOR REVERSE SPLIT RATIO OF THE COMPANY’S COMMON STOCK

(Item 2 on the Proxy Card)

General

On November 5, 2024, our Board of Directors unanimously adopted resolutions approving, declaring advisable and recommending to the stockholders for their approval a proposal to authorize the Board of Directors, in its discretion, to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock at a ratio of up to and including 6:1, such ratio to be determined by the Board of Directors, including any increase in our authorized capital required in the event a fractional share will be created as a result of the reverse stock split. Approval of this proposal will grant the Board of Directors the authority, without further action by the stockholders, to carry out such action, with the exact exchange ratio and timing to be determined at the discretion of the Board of Directors. The Board of Directors may determine in its discretion not to effect the reverse stock split and not to file any amendment to our Amended and Restated Certificate of Incorporation.

On December 23, 2024, stockholders approved the reverse stock split of our issued and outstanding Common Stock at a ratio of up to and including 6:1; and approved the amendment to our Amended and Restated Certificate of Incorporation solely to the extent such amendment relates to the reverse share split.

On December 23, 2024, the closing price of our shares of Common Stock, as reported on Nasdaq, was $0.74 per share and has since declined 58%, closing at $0.32 per share on March 19, 2025, as reported on Nasdaq. Due to the significant decline in our stock price, on March 19, 2025, our Board of Directors unanimously adopted resolutions approving, declaring advisable and recommending to the stockholders for their approval a proposal to authorize the Board of Directors, in its discretion, to increase the ratio of the previously stockholder-approved reverse stock split from 6:1 to 12:1, with such ratio to be determined by the Board of Directors, including any increase in our authorized capital required in the event a fractional share will be created as a result of the reverse stock split. Approval of this proposal will grant the Board of Directors the authority, without further action by the stockholders, to carry out such action, with the exact exchange ratio and timing to be determined at the discretion of the Board of Directors. The Board of Directors may determine in its discretion not to effect the reverse stock split and not to file any amendment to our Amended and Restated Certificate of Incorporation.

The proposed form of amendment to our Amended and Restated Certificate of Incorporation to effect the Reverse Split is attached as Appendix A to this Proxy Statement. Any amendment to our Amended and Restated Certificate of Incorporation to effect the Reverse Split will include the reverse stock split ratio fixed by the Board, within the range approved by our stockholders.

Reason for the Increase in the Ratio for the Reverse Stock Split

The primary purpose for effecting the reverse stock split, should the Board of Directors choose to effect one, would be to increase the per share price of our Common Stock to regain compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). As previously reported, on July 17, 2024, the Company received a letter (the “Bid Price Deficiency Notice”) from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, because the closing bid price for its common stock had been below $1.00 per share for 30 consecutive trading days, it was not compliant with the Minimum Bid Price Requirement. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until January 7, 2025, to regain compliance with the Minimum Bid Price Requirement. If at any time before January 7, 2025, the closing bid price of the Company’s common stock closed at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq would provide written notification that the Company had achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved.

Further, as previously reported on our Current Report on Form 8-K filed on November 22, 2024, the Listing Qualifications Department (the “Staff”) of Nasdaq notified the Company that it did not comply with the $2.5 million minimum stockholders’ equity requirement, as set forth in Nasdaq Marketplace Rule 5550(b)(1). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company had 45 calendar days to submit a plan to regain compliance or until January 6, 2025.

On January 8, 2025, SharpLink received a letter (the “Notice”) from the Staff indicating the Company’s continued non-compliance with Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”). On February 5, 2025, the Company requested a hearing before the Nasdaq Hearing Panel (the “Panel”), which has stayed any further delisting action by the Staff pending the ultimate outcome of the hearing. The Company’s Common Stock will remain listed and eligible for trading on Nasdaq pending the ultimate conclusion of the hearing process. However, pursuant to Nasdaq Listing Rule 5810(d)(2), this deficiency became an additional basis for delisting, and as such, the Company addressed these concerns before the Panel. We understand that the delisting action referenced in the Notice, dated January 8, 2025, has been stayed pending the issuance of a formal decision by the Panel following a hearing which was held on February 25, 2025.

The Notice from the Staff also informed the Company that the Staff had determined that the Company has not regained compliance with the Minimum Bid Price Requirement and was not eligible for a second 180-day compliance period, due to the Company’s previously reported failure to comply with the $5,000,000 minimum stockholders’ equity requirement for initial listing on The Nasdaq Capital Market as required under Listing Rule 5505(b)(1).

At the hearing, the Company delivered the Panel with a detailed update regarding the Company’s plan to demonstrate compliance with all applicable requirements for continued listing on The Nasdaq Capital Market. However, there can be no assurance that the Panel will approve the compliance plan or that the Company will ultimately regain compliance with all applicable requirements for continued listing. Based on the information presented by SharpLink at the hearing, the Hearings Panel determined to grant the Company’s request for an exception to complete its compliance plan.

The Panel granted the Company’s request for continued listing on the Nasdaq, subject to the following:

	1.	On or before May 23, 2025, the Company shall demonstrate compliance with Listing Rules 5550(a)(2), and 5550(b)(1);
	2.	On or before May 23, 2025, the Company must file a public disclosure which describes any transactions undertaken by the Company to increase its equity and provides an indication of its equity following those transactions. The Company can do so by including in the public filing a balance sheet not older than 60 days with pro-forma adjustments for any significant transactions or events occurring on or before the report date. Alternatively, the Company can provide an affirmative statement in its public filing that, as of the date of the report, the Company believes it remains in compliance with the Equity Rule based upon the specific transactions or events described, after considering anticipated losses through that date. In this later case, the Company must also provide the Hearings Panel and Nasdaq Staff with a balance sheet not older than 60 days with pro-forma adjustments for all significant transactions or events occurring on or before the report date, including adjustments for anticipated losses, if any, incurred through the date of the balance sheet; and
	3.	In addition, on or before May 23, 2025, the Company must provide the Hearings Panel with an update on its fundraising plans and updated income projections for the next 12 months, with all underlying assumptions clearly stated.

As part of our compliance plan, we informed the Panel that we would pursue stockholder approval of an increase in the ratio from the previously stockholder-approved ratio of up to 6:1 to a ratio of up to 12:1. If the increase in the ratio for the Reverse Split is approved by our stockholders, then our Board of Directors will have the authority to decide on the ratio of the Reverse Split (within the range set forth herein) and the date to implement the Reverse Split; or effect no Reverse Split at all. Following such determination by our Board of Directors, we will issue a press release announcing the effective date of the Reverse Split.

The Reverse Split would be effected simultaneously for all of the Company’s Common Stock and Preferred Stock, and the exchange ratio would be the same for all Common Stock and Preferred Stock. The Reverse Split would affect all of our stockholders uniformly and would not affect any stockholder’s percentage ownership interests in our Company, relative voting rights or other rights. Common Stock issued pursuant to the Reverse Split would remain fully paid and non-assessable.

Treatment of Fractional Shares

In order to avoid the expense and inconvenience of issuing fractional shares (or payment therefor) in connection with the Reverse Split, we intend to round any fractional share that results from the Reverse Split to the nearest whole share number of Common Stock (half-shares will be rounded down). Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of shares of pre-Reverse Split Common Stock not evenly divisible by the number of pre-Reverse Split Common Stock for which each share of post-Reverse Split Common Stock is to be reclassified, will be entitled, upon surrender to the exchange agent of certificates representing such shares, to such number of shares of Common Stock as the fraction rounded to the nearest whole number of Common Stock (half-shares will be rounded down). The ownership of a fractional interest will not give the holder thereof any voting, dividend, or other rights except to receive such whole number of shares of Common Stock. Non-registered stockholders holding Common Stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Reverse Split and dealing with fractional shares than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

As the Reverse Split becomes necessary, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to affect the Reverse Split for their beneficial holders holding our Common Stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Split. Stockholders who hold our Common Stock with a bank, broker, custodian or other nominee and who have any queries in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

There can be no assurance that the market price of the Common Stock in the future will sustain a level sufficient to maintain compliance with the Nasdaq Capital Market’s minimum bid price requirement nor with any of the other Nasdaq listing standards and requirements or with the investment standards of certain market participants. If our Common Stock is delisted from the Nasdaq Capital Market, trading in our Common Stock may be conducted, if available, on the Over the Counter Bulletin Board Service or another medium.

Our Board of Directors has requested that stockholders approve an exchange ratio range, as opposed to approval of a specified exchange ratio, in order to give our Board of Directors the required discretion and flexibility to determine the exchange ratio based, among other factors, upon prevailing market, business and economic conditions at the time. No further action on the part of the stockholders will be required to either effect or abandon the Reverse Split.

Effects of the Reverse Stock Split on Our Share Capital

If stockholders approve this proposal and we effect the Reverse Split, then between every 2 and 12 of our issued and outstanding Common Stock would be combined into, and reclassified as, one share of Common Stock. The Reverse Split would be effected simultaneously for all of the Company’s Common Stock and Preferred Stock, and the exchange ratio would be the same for all Common Stock and Preferred Stock. The Reverse Split would affect all of our stockholders uniformly and would not affect any stockholder’s percentage ownership interests in our Company, relative voting rights or other rights. Common Stock issued pursuant to the Reverse Split would remain fully paid and non-assessable. The Reverse Split would not affect our securities law reporting and disclosure obligations, and we would continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have no current plans to take the Company private. Accordingly, a Reverse Split is not related to a strategy to do so.

In addition to the change in the number of shares of Common Stock and Preferred Stock outstanding, a Reverse Split would have the following effects:

	●	*Increase the per share price of our Common Stock.* By effectively condensing a number of pre-split shares into one share of Common Stock, the per share price of a post-split share is generally greater than the per share price of the Common Stock under the Nasdaq listing standards noted above.
	●	*Increase the number of shares of Common Stock available for future issuance.* By reducing the number of shares outstanding without reducing the number of shares available but unissued Common Stock, a Reverse Split will increase the number of authorized but unissued shares.

Risks of the Reverse Split

While our Board of Directors believes that the potential advantages of the Reverse Split outweigh the risks, if our Board of Directors does effect the Reverse Split we could be exposed to certain risks, including, but not limited to:

The Reverse Split may not increase SharpLink’s share price over the long-term.

The principal purpose of the Reverse Split is to comply with the minimum bid price requirement under the rules of the Nasdaq Capital Market. It cannot be assured, however, that the Reverse Split will accomplish this objective for any meaningful period of time. While it is expected that the reduction in the number of outstanding shares will proportionally increase the market price of our Common Stock, it cannot be assured that the Reverse Split will increase the market price of such shares by a multiple of the reverse split ratio chosen by our Board in its sole discretion, or result in any sustained increase in the market price of SharpLink’s Common Stock, which is dependent upon many factors, including our business and financial performance, general market conditions, and prospects for future success. Thus, while the share price might regain compliance with the minimum continued listing requirements for the Nasdaq Capital Market initially, it cannot be assured that it will continue to meet the Nasdaq continued listing standards in the future.

The Reverse Split may decrease the liquidity of SharpLink’s Common Stock.

Although the anticipated increase in the market price of SharpLink’s Common Stock could encourage interest in the shares and possibly promote greater liquidity for its stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Split. The reduction in the number of outstanding shares may lead to reduced trading and a smaller number of market makers for SharpLink’s Common Stock.

The Reverse Split may lead to a decrease in our overall market capitalization.

Should the market price of SharpLink’s Common Stock decline after the Reverse Split, the percentage decline may be greater, due to the smaller number of shares outstanding, than it would have been prior to the Reverse Split. A reverse share split is often viewed negatively by investors and, consequently, can lead to a decrease in our overall market capitalization. If the per share market price does not increase in proportion to the Reverse Split ratio, then the value of SharpLink, as measured by its capitalization, will be reduced. In some cases, the per-share share price of companies that have effected reverse share splits subsequently declined back to pre-reverse split levels, and accordingly, it cannot be assured that the total market value of the combined company’s Common Stock will remain the same after the Reverse Split is effected, or that the Reverse Split will not have an adverse effect on the combined company’s share price due to the reduced number of shares outstanding after the Reverse Split.

The Reverse Split may result in more stockholders owning “odd lots” that may be more difficult to sell or require greater transaction costs per share to sell.

The Reverse Split may result in more stockholders owning “odd lots” of less than 100 Common Stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.

Accounting Matters

The par value of our Common Stock would remain unchanged at $0.0001 per share, if a Reverse Split is effected. The Company’s stockholders’ equity in its consolidated balance sheet would not change in total. However, the Company’s stated capital (i.e., $0.0001 par value times the number of shares issued and outstanding), would be proportionately reduced based on the reduction in shares of Common Stock outstanding. Additional paid-in capital would be increased by an equal amount, which would result in no overall change to the balance of stockholders’ equity. Additionally, net income or loss per share for all periods would increase proportionately as a result of the Reverse Split since there would be a lower number of shares outstanding. We do not anticipate that any other material accounting consequences would arise as a result of a Reverse Split.

No Appraisal Rights

Our stockholders are not entitled to appraisal rights with respect to a Reverse Split, and we will not independently provide stockholders with any such right.

Certain Tax Consequences

Certain U.S. Federal Income Tax Consequences

Subject to the limitations described herein, this discussion summarizes certain U.S. federal income tax consequences of the Reverse Split to a U.S. holder. For purposes of this discussion, a U.S. holder is a holder of Common Stock who is:

	●	an individual citizen or resident of the United States for U.S. federal income tax purposes;

	●	a corporation (or another entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any subdivision thereof or the District of Columbia;

	●	an estate, the income of which may be included in the gross income for U.S. federal income tax purposes regardless of its source; or

	●	a trust if, in general, (i) a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions; or (ii) that has in effect a valid election under U.S. Treasury Regulations to be treated as a U.S. person.

Unless otherwise specifically indicated, this discussion considers only U.S. holders that will own Common Stock as capital assets (generally, for investment).

This discussion is based on current provisions of the U.S. Internal Revenue Code (the “Code”), current and proposed Treasury Regulations promulgated under the Code and administrative and judicial interpretations of the Code, all as currently in effect and all of which are subject to change, possibly with retroactive effect. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular U.S. holder based on the U.S. holder’s particular circumstances. In particular, this discussion does not address the U.S. federal income tax consequences to U.S. holders who are broker-dealers; who have elected mark-to-market accounting; who own, directly, indirectly or constructively, 10% or more of our outstanding voting shares; U.S. holders that received Common Stock as a result of exercising employee stock options or otherwise as compensation; U.S. holders holding Common Stock as part of a hedging, straddle or conversion transaction; U.S. holders whose functional currency is not the U.S. dollar; non-U.S. holders; real estate investment trusts; regulated investment companies; insurance companies; tax-exempt organizations; financial institutions; grantor trusts; S corporations; certain former citizens or long term residents of the United States; and persons subject to the alternative minimum tax, who may be subject to special rules not discussed below. Additionally, the possible application of U.S. federal estate or gift taxes or any aspect of state, local or non-U.S. tax laws is not discussed.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds Common Stock, the tax treatment of the partnership and a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to its consequences.

No gain or loss should be recognized by a U.S. holder upon such U.S. holder’s exchange of pre-Reverse Split Common Stock for post-Reverse Split Common Stock pursuant to the Reverse Split. In addition, no cash in lieu of fractional shares will be received by U.S. holders that should result in recognition of gain or loss in connection with the Reverse Split. The aggregate tax basis of the post-Reverse Split Common Stock received in the Reverse Split. will be the same as the U.S. holder’s aggregate tax basis in the pre-Reverse Split Common Stock exchanged therefor. The U.S. holder’s holding period for the Reverse Split Common Stock will include the period during which the U.S. holder held the pre-Reverse Split Common Stock surrendered in the Reverse Split. A U.S. holder that acquired Common Stock on different dates and at different prices is urged to consult such holder’s own tax advisor regarding the allocation of the tax basis and holding period of such Common Stock to the Common Stock that such holder will receive in the Reverse Split.

THE U.S. TAX CONSEQUENCES OF THE REVERSE SPLIT MAY DEPEND UPON THE PARTICULAR CIRCUMSTANCES OF EACH STOCKHOLDER. ACCORDINGLY, EACH STOCKHOLDER IS ADVISED TO CONSULT THE STOCKHOLDER’S TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO THE STOCKHOLDER OF THE REVERSE SPLIT.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Reverse Split proposal except to the extent of their ownership of shares of our Common Stock.

Vote Required

This proposal requires votes cast for the increase in the reverse stock split ratio to exceed the votes cast against such proposal.

Recommendation of the Board of Directors

It is proposed that the following resolution be adopted at the Meeting:

“RESOLVED, to approve increase the ratio for the reverse stock split of the Company’s share capital from a ratio of up to and including 6:1, which was previously approved by stockholders on December 23, 2024, to a ratio of up to and including 12:1 to be effective at the ratio and on a date to be determined by the Board of Directors.”

The Board of Directors unanimously recommends a vote “FOR” the foregoing resolution.

Unless marked otherwise, proxies received will be voted “FOR” Proposal 2.

III. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

(Item 3 on the Proxy Card)

General

At the Meeting, stockholders will be asked to ratify the appointment of Cherry Bekaert, LLP, registered public accountants, as our independent registered public accountants for the year ended December 31, 2025, pursuant to the recommendation of our Audit Committee and Board of Directors.

Our Audit Committee and Board of Directors discussed the appointment of Cherry Bekaert, LLP as our auditors and noted that as a result of Cherry Bekaert, LLP’s familiarity with our operations and reputation in the auditing field, they believe that the firm has the necessary personnel, professional qualifications and independence to act as our independent registered public accountants.

At the Meeting, stockholders will also be asked to authorize our Board of Directors to fix the compensation of our independent registered public accountants in accordance with the volume and nature of their services or to delegate such authority to our Audit Committee.

Cherry Bekaert, LLP has been the Company’s independent auditors since December 9, 2022.

Required Vote

The affirmative vote of the holders of a majority of the Common Stock represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter, is required to approve the resolution.

Proposed Resolution

It is therefore proposed that at the Meeting the following resolution be adopted:

“RESOLVED, to ratify the reappointment of Cherry Bekaert, LLP, registered public accountants, as our Company’s independent registered public accountants for the year ended December 31, 2025, and to authorize the Board of Directors to fix such independent registered public accountants’ compensation in accordance with the volume and nature of their services or to delegate such power to the Audit Committee.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE FOREGOING RESOLUTION.

Unless marked otherwise, proxies received will be voted “FOR” Proposal 3.

If the appointment of Cherry Bekaert, LLP is not approved by our stockholders, we will hold another stockholders meeting to re-propose the appointment of Cherry Bekaert, LLP, or we shall propose a new independent registered public accounting firm for the Company.

AUDIT MATTERS

Independent Registered Public Accounting Firm Fees

The following table sets forth, for each of the years indicated, the billed audit fees by Cherry Bekaert, LLP, our principal independent registered public accounting firm. All of such fees were pre-approved in advance by our Audit Committee.

	2024		2023
Audit Fees	$	481,555	$	312,044
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	481,555	$	312,044

Pre-Approval Policies and Procedures

Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accountants. Pre-approval of an audit or non-audit service may be given as a general pre-approval, as part of the Audit Committee’s approval of the scope of the engagement of our independent auditor, or on an individual basis. Any proposed services exceeding general pre-approved levels also require specific pre-approval by our Audit Committee. The policy prohibits retention of the independent public accountants to perform the prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act or the rules of the SEC, and also requires the Audit Committee to consider whether proposed services are compatible with the independence of the public accountants.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is comprised entirely of independent directors who meet the independence requirements of the Nasdaq Listing Rules and the Securities and Exchange Commission. The Audit Committee operates under a written charter adopted by the Board that is available on our website at https://www.sharplink.com/corporate-governance/. As described more fully in its charter, the Audit Committee oversees the financial reporting process, the internal control structure and disclosure controls and procedures on behalf of the Board.

Management is responsible for the preparation, presentation and integrity of SharpLink’s financial statements; the appropriateness of the accounting principles and reporting policies that are used; and procedures designed to reasonably assure compliance with accounting standards, and applicable laws and regulations. Management is also responsible for the effectiveness of SharpLink’s internal control over financial reporting, and reports to the Audit Committee on any deficiencies found.

SharpLink’s independent registered public accounting firm, Cherry Bekaert, LLP, is responsible for performing an independent audit of SharpLink’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States). The Audit Committee is directly responsible for the selection, compensation, evaluation and oversight, and retention of SharpLink’s independent registered public accounting firm, and evaluates its independence.

Under its written charter, the Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, has direct access to SharpLink’s independent registered public accounting firm as well as any of SharpLink’s employees, and has the ability to retain, at SharpLink’s expense, special legal, accounting, or other experts or advisors it deems necessary in the performance of its duties, apart from counsel or advisors hired by management.

Audit Committee members are not acting as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or SharpLink’s independent registered public accounting firm. The Audit Committee serves a board-level oversight role in which it provides advice, counsel, and direction to management and to the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee’s members in business, financial, and accounting matters.

In accordance with Audit Committee policy and the requirements of law, the Audit Committee pre-approves all services to be provided by SharpLink’s independent registered public accounting firm. Pre-approval includes audit services, audit-related services, tax services, and all other services.

The Audit Committee reviewed and discussed with management its assessment of and report on the effectiveness of SharpLink’s internal control over financial reporting as of December 31, 2024, which it made based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

The Audit Committee reviewed and discussed the audited financial statements included in SharpLink’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) with management and Cherry Bekaert, LLP. The Audit Committee also discussed with Cherry Bekaert, LLP the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board. In addition, the Audit Committee obtained from Cherry Bekaert, LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants’ communications with the Audit Committee concerning independence and discussed with Cherry Bekaert, LLP its independence from SharpLink and management.

Our Audit Committee considered all non-audit services provided by Cherry Bekaert, LLP and determined that the provision of such services was compatible with maintaining such firm’s audit independence. In 2024 and 2023, there were no non-audit services provided by Cherry Bekaert, LLP.

Based on the reviews and discussions referred to above, as well as such other matters deemed relevant and appropriate by the Audit Committee, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited financial statements referred to above in SharpLink’s 2024 Annual Report for filing with the Securities and Exchange Commission.

	Respectfully submitted,
	Audit Committee

	Leslie Bernhard, Chairperson
	Obie McKenzie Robert Gutkowski

IV. NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS

(Item 4 on the Proxy Card)

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing our stockholders with the opportunity to cast a non-binding advisory vote, commonly known as “say on pay,” to approve the compensation of our named executive officers as disclosed in the “Executive Compensation and Related Information” section of this proxy statement in accordance with SEC rules. As described more fully in this proxy statement, our executive compensation program is designed to attract, retain, motivate and reward our executive officers who are responsible for our success. The program seeks to align the interests of our executive officers with those of our stockholders and incent our executive officers to attain our short- and long-term financial and business goals. Under these programs, our named executive officers are rewarded for the achievement of specific annual, long-term and strategic goals, corporate goals and the realization of increased stockholder value. Our Compensation Committee continually reviews the compensation programs for our named executive officers to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices.

We are asking our stockholders to indicate their support of our executive compensation as described in this proxy statement. This Say on Pay Proposal gives our stockholders the opportunity to express their views on our executive compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and procedures described in this proxy statement. The vote is advisory, and therefore is not binding on us, our Board or our Compensation Committee in any way. Please note that the requirement to provide our stockholders with the opportunity to case a non-binding advisory vote in connection with compensation of named executive officers is in addition to any applicable approval requirements under the Israeli Companies Law as described above.

Required Vote

Proposed Resolution

It is therefore proposed that at the Meeting the following resolution be adopted:

“RESOLVED, that the stockholders hereby approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the compensation tables and the related disclosure contained in the proxy statement set forth under the caption “EXECUTIVE COMPENSATION AND RELATED INFORMATION”.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE FOREGOING RESOLUTION.

Unless marked otherwise, proxies received will be voted “FOR” Proposal 4.

V. ADJOURNMENT PROPOSAL

(Item 5 on the Proxy Card)

We are asking our stockholders to vote on a proposal to approve any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Annual Meeting to approve the election of the directors under Item 1 and the proposals set forth in Items 2, 3 and 4 or establish a quorum.

Required Vote

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively or negatively at the Annual Meeting; provided, that in the absence of a quorum, the affirmative vote of the holders of a majority of the shares represented thereat is required for the Adjournment Proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on the Adjournment Proposal, your shares will be voted in accordance with the recommendation of our Board, which is “FOR” the Adjournment Proposal. Abstentions will have no effect with respect to the vote on the Adjournment Proposal (assuming the presence of a quorum), or, in the absence of a quorum, will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Proposed Resolution

It is therefore proposed that at the Meeting the following resolution be adopted:

“RESOLVED that that adjournment of the Annual Meeting to a later date, or dates if necessary, to permit further solicitation and vote of proxies, if based on the tabulated vote at the time of the Annual Meeting, there are insufficient shares of Common Stock, par value $0.0001 per share voted either in person or by proxy or to constitute a quorum necessary to conduct business at the Annual Meeting.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE FOREGOING RESOLUTION.

Unless marked otherwise, proxies received will be voted “FOR” Proposal 5.

OTHER MATTERS

The Board of Directors does not intend to bring any matters before the Meeting other than those specifically set forth in the Notice of the Meeting and knows of no matters to be brought before the Meeting by others. If any other matters properly come before the Meeting, it is the intention of the persons named in the accompanying proxy to vote such proxy in accordance with the judgment of the Board of Directors.

	By Order of the Board of Directors,

	/s/ Rob Phythian
	Chairman of the Board of Directors

Dated: March 31, 2025

Appendix A

CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SHARPLINK GAMING, INC.

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

FIRST: The present name of the corporation (hereinafter called the “Corporation”) is SHARPLINK GAMING, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. The original certificate of incorporation of this corporation (the “Original Certificate”) was filed with the Secretary of State of the State of Delaware on January 26, 2022 under the name SharpLink Gaming, Inc. The Amended and Restated Certificate of Incorporation was originally filed with the Secretary of the State of Delaware on February 13, 2024, and has been amended by a Certificate of Designation of the Series A-1 Preferred Stock of SharpLink Gaming, Inc. filed with the Secretary of State on February 13, 2024, and a Certificate of Designation of the Series B Preferred Stock of SharpLink Gaming, Inc. filed with the Secretary of State on February 13, 2024 (the Amended and Restated Certificate of Incorporation, as so amended, the “Certificate of Incorporation”).

SECOND: That at a meeting of the Board of Directors of the Corporation held on March 19, 2025, the Board of Directors adopted the following resolutions setting forth an amendment to the Certificate of Incorporation of the Company, having declared said amendment to be advisable, in order to effect a reverse stock split of the Common Stock on the terms set forth therein:

RESOLVED, Article 4 of the Certificate of Incorporation is hereby amended by adding the following new paragraph:

4.4 “Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each [NUMBER] shares of Common Stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Any fractional share that remains (determined in good faith by the transfer agent) after all shares held of record by a holder of the Common Stock have been combined consistent with the Reverse Stock Split shall be rounded to the nearest whole share number of Common Stock (half-shares will be rounded down). Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

FURTHER RESOLVED, that the Board of Directors of the Corporation hereby retains the right to abandon the Reverse Stock Split effected by the prior paragraph, and to withdrawal of this Certificate of Amendment, at any time prior to the Effective Time without further action by the stockholders;

THIRD: The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 211 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the [____] day of [___________], 2025.

	SHARPLINK GAMING, INC.

	By:
	Name:	Rob Phythian
	Title:	Chief Executive Officer

SEC Form DEF 14A filed by SharpLink Gaming Inc.