UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934

Date of Report (date of earliest event reported): May 23, 2023

SHARPLINK GAMING LTD.

(Exact name of registrant as specified in charter)

Israel799998-1657258

(State of

Incorporation)

(Primary Standard Industrial
Classification Code Number.)

(IRS Employer

Identification No.)

333 Washington Avenue North, Suite 104

Minneapolis, Minnesota55402

(Address of Principal Executive Offices) (Zip Code)

612-293-0619

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, is Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares SBET NasdaqCapital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 23, 2023, SharpLink Gaming Ltd. (the "Company") received a notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") stating that the Company is no longer in compliance with the equity standard for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders' equity of at least $2,500,000 under the equity standard. Because the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2023 reported stockholders' equity of $1,489,034, and as of May 22, 2023 the Company does not meet the alternative standards for market value of listed securities or net income from continuing operations, the Company no longer complies with Nasdaq's Listing Rule.

Nasdaq has provided the Company with 45 calendar days, or until July 7, 2023, to submit a plan to regain compliance. If the Company's plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to regain compliance with the minimum required stockholders' equity. If the Nasdaq staff does not accept the Company's plan of compliance, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Notice has no effect on the listing of the Company's ordinary shares, and the ordinary shares will continue to trade uninterrupted under the symbol "SBET."

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SHARPLINK GAMING LTD
By:/s/ Rob Phythian
Name: Rob Phythian
Title: Chief Executive Officer
Dated: May 26, 2023

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Sharplink Gaming Ltd. published this content on 26 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2023 01:06:02 UTC.