SHARPLINK GAMING, INC. Item 1.01 Entry into a Material Definitive Agreement.
2023
On
The 2023 Revolving Credit Agreement provides for a two-year revolving line of
credit (the "2023 Credit Line") in the original principal amount of
If the loan has not been repaid on or before the expiration date of the 2023 Credit Line or if an event of default occurs, then the unpaid principal balance shall thereafter accrue interest at an additional 4% to the annual interest rate, until the unpaid principal balance is paid in full or such Event of Default is cured. The unpaid principal balance of the 2023 Credit Line and accrued interest may be prepaid in full or in part at any time, without premium or penalty.
In order to secure the 2023 Credit Line, on
The foregoing description of the 2023 Revolving Credit Agreement, the 2023 Revolving Note, the 2023 Deposit Account Pledge and Control Agreement and the form of the 2023 Company Guaranties is qualified in its entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Form 8-K, respectively, and are incorporated herein by reference.
2
Assumption of Loans as a result of merger to
As previously disclosed, on
2020$2 Million Term Loan
On
Pursuant to the Second Amendment to the 2020 Term Loan Agreement:
1) The New Borrower assumes a term loan in the principal amount of up to
$2,000,000 (the "2020 Term Loan") as set forth by the term loan agreement
dated June 9, 2020 (the "2020 Original Term Loan Agreement"), as amended
by the amendment agreement dated as of November 4, 2021 (the "First
Amendment to 2020 Original Term Loan Agreement"), executed by the Existing
Borrower and the Lender, with a fixed annual rate of interest of 5.50%.
2) The Lender consents to the merger of the Existing Borrower with and into
the New Borrower.
3) The New Borrower and Virtual Fantasy each represents and warrants to the
Lender that the following security agreements grant to the Lender valid
and first priority security interests in the collateral described therein,
and such security interests secure, among other things, all of the New
Borrower's obligations under the A&R Term Note (as defined below), and
will continue in full force and effect until the A&R Term Note is
satisfied in full: (i) the security agreement, dated June 9, 2020 (the
"Borrower Security Agreement for the 2020 Term Loan"), executed by the
Existing Borrower, as debtor, in favor of the Lender, as secured party;
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Form 8-K is incorporated by reference herein.
Item 3.02 Unregistered Sales of
The information contained in Item 1.01 of this Form 8-K respect to the issuance of the Debenture and the Warrant is incorporated into this Item 3.02 by reference.
The Debenture and the Warrant have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions not involving a public offering.
Item 7.01 Regulation FD Disclosure.
On
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
7
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Title of Document
4.1 Common Stock Purchase Warrant for 8,800,000 shares in favor of
Alpha Capital Anstalt, dated February 15, 2023
10.1 Revolving Credit Agreement, dated February 13, 2023 , by and
between SharpLink, Inc. and Platinum Bank
10.2 Revolving Promissory Note, dated February 13, 2023 , executed by
SharpLink, Inc.
10.3 Deposit Account Pledge And Control Agreement, dated February
13, 2023 , by and between SHGN Acquisition Corp. and Platinum
Bank
10.4 Form of Company Guaranty, dated February 13, 2023 , issued by
SHGN Acquisition Corp. , SLG 1 Holdings LLC and SLG 2 Holdings
LLC
10.5 Term Loan Agreement, dated June 9, 2020 , by and between
SportsHub Games Network, Inc. and Platinum Bank
10.6 Amendment Agreement, dated November 4, 2021 , by and between
SportsHub Games Network, Inc. , LeagueSafe Management, LLC ,
Virtual Fantasy Games Acquisition, LLC , Rob Phythian , Chris
Nicholas and Platinum Bank
10.7 Consent, Assumption and Second Amendment Agreement, dated
February 13, 2023 , by and between SHGN Acquisition Corp. ,
LeagueSafe Management, LLC , Virtual Fantasy Games Acquisition,
LLC and Platinum Bank
10.8 Amended and Restated Term Promissory Note, dated February 13,
2023 , executed by SHGN Acquisition Corp.
10.9 Security Agreement, dated June 9, 2020 , executed by SHGN
Acquisition Corp.
10.10 Third Party Security Agreement, dated as of June 9, 2020 ,
executed by Virtual Fantasy Games Acquisition, LLC
10.11 Amended and Restated Deposit Account Pledge Agreement, dated
February 13, 2023 , executed by SHGN Acquisition Corp.
10.12 Revolving Credit Agreement, dated March 27, 2020 , by and
between SportsHub Games Network, Inc. and Platinum Bank
10.13 Second Amendment Agreement, dated November 4, 2021 , by and
between SportsHub Games Network, Inc. , LeagueSafe Management,
LLC , Virtual Fantasy Games Acquisition, LLC and Platinum Bank
10.14 Consent, Assumption and Third Amendment Agreement, dated
February 13, 2023 , by and between SHGN Acquisition Corp. ,
LeagueSafe Management, LLC , Virtual Fantasy Games Acquisition,
LLC and Platinum Bank
10.15 Amended and Restated Promissory Note executed by SHGN
Acquisition Corp. , dated February 13, 2023
10.16 Security Agreement, dated March 27, 2020 , executed by SportsHub
Games Network, Inc.
10.17 Security Agreement, dated March 27, 2020 , by and between
LeagueSafe Management, LLC and SportsHub Games Network, Inc.
10.18 Third Party Security Agreement, dated March 27, 2020 , executed
by Virtual Fantasy Games Acquisition, LLC
10.19 Securities Purchase Agreement, dated February 14, 2023 , by and
between SharpLink, Inc. and Alpha Capital Anstalt
10.20 8% Senior Convertible Debenture Due February 15, 2026
10.21 Registration Rights Agreement, dated February 14, 2026 , by and
between SharpLink, Inc. and Alpha Capital Anstalt
99.1 Press Release dated February 16, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
8© Edgar Online, source
