Sentences and paragraphs of SBET's Risk Factors and MD&A, 10-K 2026-03-09 against 10-K 2025-03-14.
Each links to the text at sec.gov.
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AddedRisk Factors
With respect to Section 3(a)(1)(C), we believe we satisfy the elements of Rule 3a-1 and therefore are deemed not to be an investment company under, and we intend to conduct our operations such that we will not be deemed an investment company under, Section 3(a)(1)(C). We believe that we are not an investment company pursuant to Rule 3a-1 under the Investment Company Act because, on a consolidated basis with respect to wholly-owned subsidiaries but otherwise on an unconsolidated basis, no more than 45% of the value of the Company’s total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of the Company’s net income after taxes (for the last four fiscal quarters combined) is derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of the Company, and securities issued by qualifying companies that are controlled primarily by the Company.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedRisk Factors
ETH and other digital assets, as well as new business models and transactions enabled by blockchain technologies, present novel interpretive questions under the Investment Company Act. There is a risk that assets or arrangements that we have concluded are not securities could be deemed to be securities by the SEC or another authority for purposes of the Investment Company Act, which would increase the percentage of securities held by us for Investment Company Act purposes. The SEC has requested information from a number of participants in the digital assets’ ecosystem, regarding the potential application of the Investment Company Act to their businesses. For example, in an action unrelated to the Company, in February 2022, the SEC issued a cease-and-desist order under the Investment Company Act to BlockFi Lending LLC, in which the SEC alleged that BlockFi was operating as an unregistered investment company because it issued securities and also held more than 40% of its total assets, excluding cash, in investment securities, including the loans of digital assets made by BlockFi to institutional borrowers.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedRisk Factors
If we were deemed to be an investment company, Rule 3a-2 under the Investment Company Act is a safe harbor that provides a one-year grace period for transient investment companies that have a bona fide intent to be engaged primarily, as soon as is reasonably possible (in any event by the termination of such one-year period), in a business other than that of investing, reinvesting, owning, holding, or trading in securities, with such intent evidenced by the company’s business activities and an appropriate resolution of its board of directors. The grace period is available not more than once every three years and runs from the earlier of (i) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis or (ii) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedRisk Factors
Accordingly, the grace period may not be available at the time that we seek to rely on Rule 3a-2; however, Rule 3a-2 is a safe harbor and we may rely on any exemption or exclusion from investment company status available to us under the Investment Company Act at any given time. Furthermore, reliance on Rule 3a-2, Section 3(a)(1)(C), or Rule 3a-1 could require us to take action to dispose of securities, limit our ability to make certain investments or enter into joint ventures, or otherwise limit or change our service offerings and operations. If we were to be deemed an investment company in the future, restrictions imposed by the Investment Company Act — including limitations on our ability to issue different classes of stock and equity compensation to directors, officers and employees and restrictions on management, operations, and transactions with affiliated persons — likely would make it impractical for us to continue our business as contemplated, and could have a material adverse effect on our business, results of operations, financial condition, and prospects.
Read it in 10-K 2026-03-09 at sec.gov ↗
RemovedRisk Factors
The risk factors discussed below could cause our actual results to differ materially from those expressed in any forward-looking statements. Although we have attempted to list comprehensively these important factors, we caution you that other factors may in the future prove to be important in affecting our results of operations. New factors emerge from time to time and it is not possible for us to predict all of these factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
SharpLink has a history of losses and may not be able to achieve or sustain profitability in the future.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
We have a history of incurring net losses and we may not achieve or maintain profitability in the future. We experienced net income (losses) of $10,099,619 and $(14,243,182) for the years ended December 31, 2024 and 2023, respectively, after factoring a net income (loss) from discontinued operations of $14,573,262 and $(2,994,584) for the same comparable periods, respectively. As of December 31, 2024, we had an accumulated deficit of $(77,808,959). We cannot predict when or whether we will reach or maintain profitability.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
If we are unable to increase our revenues or our operating costs are higher than expected, we may not be able to achieve profitability and our operating results may fluctuate significantly.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
We may not be able to accurately forecast our revenues or future revenue growth rate. Many of our expenses, particularly personnel costs and monthly IT and insurance costs, are relatively fixed, but we may experience higher than expected operating costs, including increased selling and marketing costs, communications costs, travel costs, third-party technology licensing fees, audit and legal fees, professional fees and other costs. As a result, we may not be able to adjust spending quickly enough to offset any unexpected increase in expenses or revenue shortfall. Increased competition could lead to significant price pressure for the services we provide, which could make profitability even more challenging.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
If operating costs exceed our expectations and cannot be adjusted accordingly, our results of operations and financial position could be materially and adversely affected. Additionally, we may not be able to sustain our current revenue and any revenue growth. Reduced demand, whether due to a weakening of the global economy, reduction in consumer spending, competition or other reasons, may result in decreased revenues and growth, and a material adverse effect on our operating results.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
We will require additional capital to support our growth plans and such capital may not be available on reasonable terms or at all. If we do not raise sufficient capital, there is substantial doubt about our ability to continue as a going concern.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
In the pursuit of SharpLink’s long-term growth strategy and the development of its affiliate marketing services and related businesses, the Company has sustained continued operating losses. During the years ended December 31, 2024 and December 31, 2023, the Company had a net loss from continuing operations of $(4,473,643) and $(11,248,598), respectively; and cash used in operating activities from continuing operations of $(5,856,053) for the year ended December 31, 2024 and cash used for operating activities from continuing operations of $(4,916,412) for the prior year.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
The Company is continually evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, equity financings, issuing debt, evaluating potential business combinations, entering into other financing arrangements, and restructuring operations to increase revenues and decrease expenses. The Company may be unable to access further equity or debt financing when needed or obtain additional liquidity under acceptable terms, if at all. As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The audited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may be necessary if the Company were unable to continue as a going concern.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
Until we can generate a sufficient amount of revenue to finance our capital needs, which we may never achieve, we expect to finance our cash needs primarily through public or private equity financings or conventional debt financings. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we are not able to secure additional funding when needed to support our business growth and to respond to business challenges, track and comply with applicable laws and regulations, develop new technology and services or enhance our existing offering, improve our operating infrastructure, enhance our information security systems to combat changing cyber threats and expand personnel to support our business, we may have to delay or reduce the scope of future growth initiatives. Moreover, any additional equity financing that we obtain may dilute the ownership held by our existing shareholders. The economic dilution to our shareholders will be significant if our stock price does not materially increase, or if the effective price of any sale is below the price paid by a particular shareholder. Any debt financing could involve substantial restrictions on activities and creditors could seek additional pledges of some or all of our assets. If we fail to obtain additional funding as needed, we may be forced to cease or scale back operations, and our results, financial conditions and stock price would be adversely affected.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
Our ability to effectively monitor and respond to the rapid and ongoing developments and expectations relating to environmental, social and governance matters, including related social expectations and concerns, may impose unexpected costs or results in reputational or other harm that could have a material adverse effect on our business.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedRisk Factors
There is an increasing focus from certain investors, employees, regulators, listing exchanges and other stakeholders concerning corporate responsibility and sustainability matters, specifically related to environmental, social and governance (“ESG”) factors. Some investors and investor advocacy groups may use these factors to guide investment strategies and, in some cases, investors may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance, and a variety of organizations currently measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized. Investors, particularly institutional investors, use these ratings to benchmark companies against their peers, and major institutional investors have publicly emphasized the importance of ESG measures to their investment decisions. Topics taken into account in such assessments include, among others, companies’ efforts and impacts on climate change and human rights, ethics and compliance with law, diversity and the role of companies’ board of directors in supervising various sustainability issues. In light of investors’ increased focus on ESG matters, if we are perceived as lagging with respect to ESG initiatives, these investors may engage with us to improve ESG disclosures or performance and may also make voting decisions, or take other actions, to hold us and our Board accountable.
Read it in 10-K 2025-03-14 at sec.gov ↗
RewordedRisk Factors
States also impose substantial significant tax rates on online sports betting sports-betting and online casino gaming revenue, in addition and operators that accept wagers are also subject to the a federal excise tax of equal to 25 basis points on of the amount of each wager. wagered.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedRisk Factors
The market price of our securities Common Stock may be volatile and may fluctuate in a way that is disproportionate subject to our operating performance. significant fluctuations.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedRisk Factors
SharpLink relies We rely on our relationships with sportsbooks and online casino gaming operators and any loss of existing relationships or failure to renew or expand existing relationships may cause loss of a competitive advantage or require SharpLink us to modify, limit or discontinue certain offerings, which could materially and adversely affect our affiliate marketing business, financial condition, results of operations and prospects.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedRisk Factors
For example, we have offices in Ukraine and Israel, and the military conflict between Russia and Ukraine and the evolving conflict in the Middle East and any business interruptions or other spillover effects from such conflicts could adversely affect our operations.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedRisk Factors
Breaches of our security measures or those of our third-party service providers or cybersecurity incidents may result in: unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of information, including personally identifiable information, or the other confidential or proprietary information of SharpLink the Company or third parties; viruses, worms, spyware, ransomware or other malware being served from SharpLink’s the our sites, networks or systems; deletion or modification of content or the display of unauthorized content on SharpLink’s our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; or litigation, regulatory action and other potential liabilities.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedRisk Factors
Our The future business and financial success of our affiliate marketing segment will depend on our ability to continue to anticipate the needs of our partners or potential clients in order to successfully introduce new and upgraded performance marketing products and services.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedRisk Factors
A portion of the operation of SharpLink’s our Affiliate Marketing Services segment are is in non-U.S. jurisdictions, which subjects the Company to the economic, political, regulatory and other risks of international operations operations.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedRisk Factors
Failure to obtain or maintain the required regulatory approvals and licenses in the various jurisdictions that SharpLink operates we operate or intends intend to operate, whether individually or collectively, could have a material adverse effect on our business.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedRisk Factors
SharpLink has We have been, and will continue to be, the subject of governmental investigations and inquiries with respect to the operation of our affiliate marketing businesses and we could be subject to future governmental investigations and inquiries, legal proceedings and enforcement actions.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedRisk Factors
To be successful, SharpLink we must be able to quickly adapt to changes in technology, industry standards and regulatory requirements by continually enhancing and/or expanding our technology, services and solutions.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s current expectations, assumptions, and beliefs regarding future events and involve risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements are not guarantees of future performance.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
Forward-looking statements in this Annual Report include, but are not limited to, statements regarding our business strategy; digital asset treasury activities; capital allocation and liquidity management; potential mergers, acquisitions, or other strategic transactions; regulatory developments affecting digital assets; market trends; competition; future financial position and results of operations; and plans, objectives, and expectations of management. Words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements include such words.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
Actual results may differ materially from those contemplated by forward-looking statements due to a variety of risks and uncertainties, including those described under Part I, Item 1A, “Risk Factors,” in this Annual Report on Form 10-K, as well as risks described in our other filings with the SEC. The discussion of risks herein is not an indication that any such risks have occurred at the time of this filing. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Unless otherwise indicated or the context requires otherwise, all numbers presented in this Item 7 are in thousands.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
This Annual Report on Form 10-K includes market and industry data obtained from third-party sources, industry publications, and publicly available information that we believe to be reliable, as well as estimates derived from our own internal analyses and assumptions. In particular, certain market estimates reflect our assumptions regarding digital asset markets, including the Ethereum ecosystem and broader blockchain-based financial infrastructure.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
While we believe such information is reasonable, market and industry data involve risks and uncertainties and are subject to change based on a variety of factors, including regulatory developments, market conditions, technological changes, and other factors discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors,” in this Annual Report on Form 10-K. We have not independently verified and do not undertake to update any such market or industry data.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
This Management’s Discussion and Analysis reflects management’s perspective on the key factors that have affected, and are expected to affect, our operating results, financial condition and cash flows. As discussed in Part I, Item 1, “Business,” the Company has undergone a strategic shift, with an increased focus on digital asset treasury activities while continuing to operate a legacy affiliate marketing business. As a result, period-to-period comparisons may be affected by changes in business mix, capital allocation priorities and prevailing market conditions.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results could differ materially from those expressed or implied by such forward-looking statements.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
Unless the context indicates otherwise, references in this Annual Report on Form 10-K to “Sharplink Gaming,” “Sharplink,” “Sharplink US,” the “Company,” “we,” “our,” and “us” refer to Sharplink Gaming, Inc., a Delaware corporation, and its wholly owned subsidiaries. References to “Sharplink Israel” refer to Sharplink Gaming, Ltd., an Israeli limited liability company with which Sharplink US completed a domestication merger in February 2024.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
Sharplink, Inc. is a publicly traded company that, in June 2025, undertook a significant strategic shift by adopting Ether (“ETH”), the native token of the Ethereum blockchain, as its primary treasury asset. Through this strategy, Sharplink seeks to align its capital allocation and treasury management with the growth of blockchain-based financial infrastructure, programmable finance, and decentralized protocols on Ethereum. As part of this transition, the Company became one of the largest publicly traded companies to pursue an ETH-centered digital asset treasury strategy.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
Sharplink operates through two reportable segments: ETH Treasury Management and Affiliate Marketing.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
The Company’s ETH Treasury Management focuses on the accumulation and active management of ETH as a long-term treasury asset. Sharplink seeks to benefit from potential ETH price appreciation and from protocol-level rewards earned by participating in Ethereum’s proof-of-stake consensus mechanism through staking activities. These activities include both native staking and liquid staking arrangements, executed within a governance, custody, and risk management framework designed to meet public company standards. The Company is not registered as an investment company under the Investment Company Act of 1940.
Read it in 10-K 2026-03-09 at sec.gov ↗
AddedMD&A
In addition, Sharplink continues to operate a legacy Affiliate Marketing segment that provides performance-based customer acquisition services to sportsbook and online casino gaming operators in regulated jurisdictions. Through its international affiliate network, PAS.net, and a portfolio of U.S. state-specific digital properties, the Company drives user traffic and player acquisition for licensed gaming operators. While this business remains operational, management’s strategic focus has shifted toward digital asset treasury activities.
Read it in 10-K 2026-03-09 at sec.gov ↗
RemovedMD&A
Headquartered in Minneapolis, Minnesota, SharpLink Gaming is an online performance-based marketing company that leverages our unique fan activation solutions to generate and deliver high quality leads to our U.S. sportsbook and global casino gaming partners.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
As part of our strategy to expand our affiliate marketing services from Europe to the emerging American sports betting market, in November 2022, we began a systematic roll-out of our U.S.-focused performance-based marketing business with the launch of 15 state-specific, content-rich affiliate marketing websites. Our user-friendly, state-specific domains are designed to attract, acquire and drive local sports betting and casino traffic directly to our sportsbook and casino partners’ which are licensed to operate in each respective state. As of January 2024, we are licensed to operate in 18 jurisdictions and own and operate sites serving 17 U.S. states (Arizona, Colorado, Iowa, Illinois, Indiana, Kansas, Louisiana, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and Wyoming) and Puerto Rico. We largely utilize search engine optimization and programmatic advertising campaigns to drive traffic to our direct-to-player (“D2P”) sites.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
In the first quarter of 2023, we unveiled SharpBetting.com, a U.S. sports betting education hub for experienced and novice sports fans. SharpBetting.com is a robust educational website dedicated to teaching new sports betting enthusiasts the fundamentals of, and winning strategies for, navigating the legal sports betting landscape responsibly.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
Today, our vision is to power a targeted and personalized online sports betting and casino gaming environment that organically introduces fans to our operator partners through relevant tools and rich content – all in a safe, credible and responsible environment.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
SharpLink’s business-building platform also included the provision of F2P sports game and mobile app development services to a marquis list of customers, which included several of the biggest names in sports and sports betting, including Turner Sports, NBA, NFL, PGA TOUR, NASCAR and BetMGM, among others. In addition, we previously owned and operated a variety of proprietary real-money fantasy sports and sports simulation games and mobile apps through our SportsHub Gaming Network business unit, which also owned and operated LeagueSafe, one of the fantasy sports industry’s most trusted sources for collecting and protecting private fantasy league dues.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
On January 18, 2024, SharpLink sold all of the issued and outstanding shares of common stock or membership interests in a Sale of Business, as applicable, of our Sports Gaming Client Services and SportsHub Gaming Network business units to RSports for $22.5 million in an all-cash transaction. Nearly all of the employees of these acquired business units also moved to RSports to help ensure a seamless transaction.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
The historical results of our Sports Gaming Client Services and SportsHub Gaming Network businesses have been reflected as discontinued operations in our consolidated financial statements for all periods prior to the Sale of Business. Additional disclosures relating to the Sale of Business are provided in NOTE 3 included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED December 31, 2024 and 2023.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
In December 2023, the Company discontinued investments into and the operation of its C4 sports betting conversion technology (“C4”) due to the lack of market acceptance. C4 centered on cost effectively monetizing our own proprietary audiences and our customers’ audiences of U.S. fantasy sports and casual sports fans and casino gaming enthusiasts by converting them into loyal online sports and iGaming bettors.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
SharpLink also previously owned and operated an enterprise telecom expense management business (“Enterprise TEM”) acquired in July 2021 in connection with SharpLink’s go-public merger with Mer Telemanagement Solutions. During 2022, we discontinued operations for this business unit and sought a buyer for the business. On December 31, 2022, we completed the sale of this business to Israel-based Entrypoint South Ltd.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
SharpLink Israel, SHGN Acquisition Corp., a Delaware corporation and the Merger Subsidiary, SportsHub and Christian Peterson, an individual acting as the SportsHub stockholders’ representative entered into a Merger Agreement on September 7, 2022. The Merger Agreement, as amended, contained the terms and conditions of the proposed business combination of SharpLink Israel and SportsHub. Pursuant to the Merger Agreement, as amended, on December 22, 2022, SportsHub merged with and into Merger Subsidiary with Merger Subsidiary surviving as a wholly owned subsidiary of SharpLink Israel. In association with the transaction, SharpLink Israel issued, in the aggregate, 431,926 ordinary shares to common and preferred stockholders of SportsHub, on a fully diluted basis. An additional aggregate of 40,585 ordinary shares were held in escrow for SportsHub shareholders who had not yet provided the applicable documentation required in connection with the SportsHub Merger, as well as shares held in escrow for indemnifiable losses and for the reimbursement of expenses incurred by the Stockholder Representative in performing his duties pursuant to the Merger Agreement. On December 28, 2023, the escrow shares were disbursed to SportsHub shareholders in accordance with the Merger Agreement.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
On December 31, 2022, SharpLink Israel closed on the sale of its Legacy MTS to Israel-based Entrypoint South Ltd., a subsidiary of Entrypoint Systems 2004 Ltd. In consideration of Entrypoint South Ltd. acquiring all rights, title, interests and benefits to Legacy MTS, including 100% of the shares of MTS Integratrak Inc., one of the Company’s U.S. subsidiaries, Entrypoint South Ltd. will pay SharpLink an Earn-Out Payment equal to three times Legacy MTS’ EBITDA for the year ending December 31, 2023, up to a maximum earn-out payment of $1 million (adjusted to reflect net working capital as of the closing date). Within ten (10) calendar days of the approval by the board of directors of the Buyer of the audited annual financial statements of the Business as at December 31, 2023, and for the 12-month period ending on the Earn-Out Schedule Delivery Date, which shall occur no later than May 31, 2024, Buyer shall deliver to the Seller an Earn-out Schedule certified by its Chief Executive Officer and Chief Financial Officer setting forth the computation of the Earn-Out Payment (as applicable), if any, together with the calculation thereof in an agreed Excel table format (including, but not limiting to all relevant details of the EBITDA calculations for the year 2023). Sharplink received an earnout payout of $297,387 during July 2024.
Read it in 10-K 2025-03-14 at sec.gov ↗
RemovedMD&A
On February 15, 2023, SharpLink Israel issued a Debenture due February 15, 2026 in the original amount of $4,400,000 to Alpha. Pursuant to Section 8(a)(vi) of the Debenture, it is an event of default if SharpLink Israel is party to a fundamental transaction or agrees to sell or dispose of all or in excess of 33% of its assets in one transaction or a series of related transactions. In addition, on February 15, 2023, SharpLink Israel issued a warrant to Alpha to initially purchase 880,000 ordinary shares of SharpLink Israel (the “2023 Warrant”), which provides that in the event of a fundamental transaction, SharpLink Israel, at Alpha’s option, would repurchase the Warrant from Alpha on the terms set forth in Section 3(e)(ii) of the 2023 Warrant (the “Warrant Repurchase”).
Read it in 10-K 2025-03-14 at sec.gov ↗
RewordedMD&A
On May 2, 1, 2024, the Company we entered into an At-The-Market ("ATM") ATM Sales Agreement (the "ATM “2024 ATM Sales Agreement”) with A.G.P./Alliance Global Partners (the "Agent”) A.G.P. pursuant to which the Company we may offer and sell, from time to time, through the Agent, A.G.P., as sales agent and/or principal, shares of its common stock, par value $0.0001 per share (the "Common Stock”), our Common Stock having an aggregate offering price of up to $1,676,366, $1,700, subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company us set forth in the ATM Sales Agreement (the "Offering”). “2024 ATM Offering”).
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
Net income (loss) For the period ended December 31, 2025, net loss from discontinued operations, net of tax increased 586.7% 100.5% to $14,573,262 $(71), which compared to a net income from $(2,994,584) discontinued operations, net of tax of $14,573 for the 12-month periods period ended December 31, 2024 and 2023, respectively. 2024.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
This The following discussion and analysis of our financial condition, results of operations, liquidity, and capital resources should be read in conjunction together with our Consolidated Financial Statements consolidated financial statements and the related notes included elsewhere in Item 8 of this Annual Report on Form 10-K.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
For the year twelve months ended December 31, 2024, 2025, net cash provided generated by the Company’s investing financing activities from continuing operations totaled $148,281, was $2,998,715, a 26,085.4% increase of 151.8% when compared to net cash used for investing by financing activities from continuing operations of $(286,146) $(11,540) for the previous year. same twelve-month period in 2024.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
For the year twelve months ended December 31, 2024, 2025, net cash provided by the Company’s used in our investing activities from continuing operations totaled $148,281, a $(2,954,139), an increase of 151.8% $(2,954,287) when compared to cash used for provided by investing activities from continuing operations of $(286,146) $148 for the previous year. same twelve-month period in 2024.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
For the years twelve months ended December 31, 2024 and 2023, 2025 net cash used for investing in financing activities from discontinued operations was $(18,857,834), $0 compared to net cash used by investing financing activities from discontinued operations of $(745,951), respectively. $(5,835) for the twelve months ended December 31, 2024.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
For the years twelve months ended December 31, 2024 2025 and 2023, 2024, net cash used for in investing activities from discontinued operations was $(18,857,834), compared to net cash used by investing activities from discontinued operations of $(745,951), $0 and $(18,858), respectively.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
For the year twelve months ended December 31, 2024, 2025, net cash used for in operating activities from continuing operations totaled $(5,856,053) $(17,481) compared to net cash used for in operating activities from continuing operations of $(4,916,412) $(5,856) in the prior year.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
Additionally, On December 31, 2025, we did not have no any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. resources.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
For the Year Ended December 31, 2024 as 2025 Compared to Year Ended December 31, 2023 2024 (in thousands, except for percentages)
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
As of December 31, 2024, 2025, cash on hand was $1,436,729, an -42.2% $28,539, a 1,886.0% increase when compared to cash on hand of $2,487,481 $1,437 as of December 31, 2023. 2024.
Read it in 10-K 2026-03-09 at sec.gov ↗
RewordedMD&A
Our most critical estimates include those related to use of accounting for valuation and classification of crypto assets, revenue recognition, stock-based compensation, warrants and discontinued operations. warrants.
Read it in 10-K 2026-03-09 at sec.gov ↗
