As
filed with the Securities and Exchange Commission on March 5, 2024
Registration
No. 333-260190
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-260190
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-268631
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SHARPLINK
GAMING, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
87-4752260 |
(State
or other jurisdiction of
incorporation or organization) |
|
(IRS
employer
identification
number) |
333
Washington Avenue North, Suite 104
Minneapolis,
Minnesota 55401
(Address
of principal executive offices)
SharpLink,
Inc. 2020 Stock Incentive Plan
SharpLink
Gaming Ltd. 2021 Equity Incentive Plan
(Full
title of the Plans)
Attn:
Rob Phythian
SharpLink
Gaming, Inc.
333
Washington Avenue North, Suite 104
Minneapolis,
Minnesota 55401
(612)
293-0619
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Copies
to:
Mitchell
S. Nussbaum, Esq.
Tahra
Wright, Esq.
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
Tel:
(212) 407-4000
Fax:
(212) 407-4990
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer, “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
|
|
|
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
|
|
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
SharpLink
Gaming, Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-8 (File No. 333-274659) as an exhibits-only filing
to update certain exhibits. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II
of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration
Statement is unchanged and has therefore been omitted.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
| 2.1 |
|
Agreement
and Plan of Merger, dated June 14, 2023, by and among SharpLink Gaming Ltd., SharpLink Gaming, Inc., and SharpLink Merger Sub Ltd.
(incorporated by reference to Exhibit 2.1 to SharpLink Gaming, Inc.’s Registration Statement on Form S-4 filed with the SEC
on June 15, 2023) |
| |
|
|
| 2.2 |
|
Amendment
No. 1 to Agreement and Plan of Merger, dated July 24, 2023, by and among SharpLink Gaming Ltd., SharpLink Gaming, Inc., and SharpLink
Merger Sub Ltd. (incorporated by reference to Exhibit 2.2 to SharpLink Gaming, Inc.’s Registration Statement on Form S-4/A
filed with the SEC on October 4, 2023) |
| |
|
| 3.1 |
|
Amended
and Restated Certificate of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.1 of SharpLink Gaming,
Inc.’s Current Report on Form 8-K12B filed on February 13 , 2024) |
| |
|
| 3.2 |
|
Certificate
of Designation of the Series A-1 Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference
to Exhibit 3.2 of SharpLink Gaming, Inc.’s Current Report on Form 8-K12B filed on February 13 , 2024) |
| |
|
| 3.3 |
|
Certificate
of Designation of the Series B Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference
to Exhibit 3.3 of SharpLink Gaming, Inc.’s Current Report on Form 8-K12B filed on February 13 , 2024) |
| |
|
| 3.4 |
|
Bylaws
of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference to Exhibit 3.4 of SharpLink Gaming, Inc.’s
Current Report on Form 8-K12B filed on February 13 , 2024) |
| |
|
| 5.1* |
|
Opinion
of Loeb & Loeb LLP |
| |
|
| 10.1 |
|
SharpLink,
Inc. 2020 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 filed with the
SEC on October 12, 2021) |
| |
|
| 10.2 |
|
SharpLink
Gaming Ltd. 2021 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form
S-8 filed with the SEC on October 12, 2021) |
| |
|
| 23.1* |
|
Consent
of Loeb & Loeb LLP (included in Exhibit 5.1) |
| |
|
| 23.2* |
|
Consent
of Cherry Bekaert, LLP |
| |
|
|
| 23.3* |
|
Consent
of RSM US LLP in regards to SharpLink Gaming, Ltd. |
| |
|
|
| 23.4* |
|
Consent
of RSM US LLP in regards to SportsHub Games Network, Inc. and Subsidiaries |
| |
|
|
| 23.5 |
|
Consent of BerganKDV, LTD. |
| |
|
| 24* |
|
Power of Attorney (included on signature page) |
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, City of Minneapolis, Minnesota, on March 5, 2024.
| |
SharpLink
Gaming, Inc. |
| |
|
|
| |
By: |
/s/
Rob Phythian |
| |
|
Rob
Phythian |
| |
|
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in
the capacities indicated on the fifth day of March, 2024.
| Signatures |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Rob Phythian |
|
Chief
Executive Officer and Director |
|
March
5, 2024 |
| Rob
Phythian |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Robert DeLucia |
|
Chief
Financial Officer |
|
March
5, 2024 |
| Robert
DeLucia |
|
(Principal
Financial Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
March
5, 2024 |
| Robert
Gutkowski |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
March
5, 2024 |
| Obie
McKenzie |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
March
5, 2024 |
| Leslie
Bernhard |
|
|
|
|
Exhibit
Index
| 2.1 |
|
Agreement
and Plan of Merger, dated June 14, 2023, by and among SharpLink Gaming Ltd., SharpLink Gaming, Inc., and SharpLink Merger Sub Ltd.
(incorporated by reference to Exhibit 2.1 to SharpLink Gaming, Inc.’s Registration Statement on Form S-4 filed with the SEC
on June 15, 2023) |
| |
|
|
| 2.2 |
|
Amendment
No. 1 to Agreement and Plan of Merger, dated July 24, 2023, by and among SharpLink Gaming Ltd., SharpLink Gaming, Inc., and SharpLink
Merger Sub Ltd. (incorporated by reference to Exhibit 2.2 to SharpLink Gaming, Inc.’s Registration Statement on Form S-4/A
filed with the SEC on October 4, 2023) |
| |
|
| 3.1 |
|
Amended
and Restated Certificate of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.1 of SharpLink Gaming,
Inc.’s Current Report on Form 8-K12B filed on February 13 , 2024) |
| |
|
| 3.2 |
|
Certificate
of Designation of the Series A-1 Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference
to Exhibit 3.2 of SharpLink Gaming, Inc.’s Current Report on Form 8-K12B filed on February 13 , 2024) |
| |
|
| 3.3 |
|
Certificate
of Designation of the Series B Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference
to Exhibit 3.3 of SharpLink Gaming, Inc.’s Current Report on Form 8-K12B filed on February 13 , 2024) |
| |
|
| 3.4 |
|
Bylaws
of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference to Exhibit 3.4 of SharpLink Gaming, Inc.’s
Current Report on Form 8-K12B filed on February 13 , 2024) |
| |
|
| 5.1* |
|
Opinion
of Loeb & Loeb LLP |
| |
|
| 10.1 |
|
SharpLink,
Inc. 2020 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 filed with the
SEC on October 12, 2021) |
| |
|
| 10.2 |
|
SharpLink
Gaming Ltd. 2021 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form
S-8 filed with the SEC on October 12, 2021) |
| |
|
| 23.1* |
|
Consent
of Loeb & Loeb LLP (included in Exhibit 5.1) |
| |
|
| 23.2* |
|
Consent
of Cherry Bekaert, LLP |
| |
|
|
| 23.3* |
|
Consent
of RSM US LLP in regards to SharpLink Gaming, Ltd. |
| |
|
|
| 23.4* |
|
Consent
of RSM US LLP in regards to SportsHub Games Network, Inc. and Subsidiaries |
| |
|
|
| 23.5 |
|
Consent of BerganKDV, LTD. |
| |
|
| 24* |
|
Power of Attorney (included on signature page) |