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): ~~October~~November 2421, 2023

SHARPLINK GAMING LTD.

(formerly Mer Telemanagement Solutions Ltd.)

(Exact name of registrant as specified in charter)

Israel

7999

98-1657258

(State of

Incorporation)

(Primary Standard Industrial

Classification Code Number.)

(IRS Employer

Identification No.)

333 Washington Avenue North, Suite 104

Minneapolis, Minnesota 55402

(Address of Principal Executive Offices) (Zip Code)

612-293-0619

(Registrant’s Telephone Number, Including Area Code)

(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 class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		SBET		Nasdaq Capital 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 5 3.0301 ~~Amendment~~Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; ~~Change~~Transfer inof ~~Fiscal Year~~Listing

~~SharpLink~~As ~~Gaming~~previously ~~Ltd.~~disclosed, ~~(the~~on ~~“Company”)~~May ~~reconvened~~23, an2023, ~~adjourned~~the ~~Extraordinary~~Listing ~~General~~Qualifications ~~Meeting~~department of ~~Shareholders~~The Nasdaq Stock Market LLC (the “~~Meeting~~Staff”) onnotified ~~October~~SharpLink ~~24,~~Gaming ~~2023~~Ltd. At (the ~~Meeting, the~~ “Company’s”) ~~shareholders~~that ~~approved~~it ~~resolutions~~did tonot ~~amend~~comply with the ~~Company’s~~minimum ~~Amended~~$2,500,000 ~~and~~stockholders’ equity ~~Restated~~requirement ~~Articles~~for ofcontinued ~~Association~~listing ~~(the~~set ~~“Articles”)~~forth toin ~~increase~~Nasdaq ~~the~~Listing ~~authorized~~Rule ~~share~~5550(b)(1) ~~capital of~~ (the ~~Company~~“Rule”); ~~from 9~~however,~~290,000 Ordinary~~ ~~Shares,~~on ~~nominal~~August ~~value NIS 0.60 per share~~9, ~~to 100~~2023,~~000,000~~ ~~Ordinary~~the Staff ~~Shares,~~granted ~~nominal~~the ~~value~~Company’s ~~NIS~~request ~~0.60~~for ~~per~~an ~~share~~extension ~~and~~until toNovember ~~approve~~20, ~~a corresponding~~2023 ~~amendment~~ to ~~the~~comply ~~Company’s~~with ~~Memorandum~~this ~~of Association~~requirement.

AOn ~~copy~~November of21, 2023, the ~~amended~~Company ~~Articles~~received isa ~~attached~~delist ~~hereto~~determination asletter ~~Exhibit~~from ~~3.1~~the toStaff ~~this~~advising ~~Current~~the ~~Report~~Company onthat ~~Form~~the ~~8-K~~Staff ~~and~~had determined isthat ~~incorporated~~the ~~herein~~Company bydid ~~reference.~~not ~~The~~meet ~~description~~ the terms of the ~~Articles~~extension. ~~contained~~Specifically, ~~herein~~the isCompany ~~qualified~~did innot complete its ~~entirety~~proposed bytransactions ~~reference~~and was unable to ~~the~~file ~~full~~a ~~text~~Current ofReport ~~the~~Form ~~Articles~~8-K ~~attached~~on ~~hereto~~or ~~and~~before ~~incorporated by~~the ~~reference~~November ~~herein.~~20, A2023 ~~copy~~deadline ofpreviously ~~the~~required ~~amended~~by ~~Memorandum~~the ofStaff, ~~Association~~evidencing (compliance with the ~~“Memorandum”)~~Rule. isAs ~~attached~~a ~~hereto~~result, asunless ~~Exhibit~~the ~~3.2 to~~Company ~~this~~requests ~~Current~~an ~~Report~~appeal onof ~~Form~~the ~~8-K~~Staff’s ~~and~~determination, istrading of the Company’s ~~incorporated~~ordinary ~~herein~~shares bywill ~~reference.~~be ~~The~~suspended ~~description~~at the opening of ~~the~~business ~~Memorandum~~on ~~contained~~November ~~herein~~30, is2023, ~~qualified~~and ina ~~its~~Form ~~entirety~~25-NSE bywill ~~reference~~be tofiled with the Securities ~~full~~and ~~text~~Exchange ofCommission (the ~~Memorandum~~“SEC”), ~~attached~~which ~~hereto~~will remove the Company’s securities from listing and ~~incorporated~~registration byon ~~reference~~The Nasdaq ~~herein~~Stock Market (“Nasdaq”).

~~Item~~The 5Company intends to submit a hearing request to the Nasdaq Hearings Panel (the “Panel”) no later than 4:00 p.07m. ~~Submission~~Eastern Time on November 28, 2023, which request will stay suspension of ~~Matters~~the toCompany’s asecurities ~~Vote~~and the filing of ~~Security~~the ~~Holders~~Form 25-NSE pending the Panel’s decision.

OnAt ~~October~~the 24Panel hearing, ~~2023~~the Company intends to present a plan to regain compliance with the minimum stockholders’ equity requirement. In the interim, the Company’s ~~shareholders~~ordinary ~~voted~~shares will continue to trade on the ~~following~~Nasdaq ~~matters~~Capital atMarket under the ~~Meeting:~~symbol “SBET” pending the ultimate conclusion of the hearing process.

1.There ~~Amendment~~can be no assurance that the Company’s plan will be accepted by the Panel or that, if it is, the Company will be able to ~~Articles~~regain compliance with the applicable Nasdaq listing requirements. If the Company’s ordinary shares are delisted, it could be more difficult to ~~Increase~~buy ~~Share~~or ~~Capital~~sell the Company’s ordinary shares or to obtain accurate quotations, and the price of the Company’s ordinary shares could suffer a material decline. Delisting could also impair the Company’s ability to raise capital.

~~Shareholders~~Forward-Looking have approved the resolutions to amend the Company’s Articles to increase the authorized share capital of the Company from 9,290,000 Ordinary Shares, nominal value NIS 0.60 per share, to 100,000,000 Ordinary Shares, nominal value NIS 0.60 per share and to approve a corresponding amendment to the Company’s Memorandum of Association.Statements

FOR				AGAINST				ABSTAIN
	564,976				42,774				830

This Current Report on Form 8-K contains forward-looking statements. These express or implied statements are not promises or guarantees and involve substantial risks and uncertainties. Examples of forward-looking statements herein include, without limitation, statements regarding the Company’s intent or ability to regain compliance with the minimum stockholders’ equity requirement, the Company’s intention to appeal the Staff’s determination, the Company’s expectation that a request for a Panel hearing would stay delisting of its common stock pending the conclusion of the hearing process, the outcome of the Panel’s review of any Company appeal of the Staff’s determination, and any courses of action to regain compliance with the Nasdaq continued listing requirements. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, there can be no assurance that the Company will meet the stockholders’ equity requirement during any compliance period or otherwise in the future, otherwise meet Nasdaq’s compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can ultimately meet applicable Nasdaq requirements for any such relief. These forward-looking statements should be considered together with the risks and uncertainties that may affect the Company’s business and future results included in the Company’s filings with the Securities and Exchange Commission at www.sec.gov. These forward-looking statements are based on information currently available to the Company, and the Company assumes no obligation to update any forward-looking statements except as required by applicable law.

2. Adjournment of the Meeting

Shareholders have approved the proposal to adjourn the Meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 1 listed above.

FOR				AGAINST				ABSTAIN
	566,015				41,618				947

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith:

Exhibit Number		Title of Document
3.1		Amended and Restated Articles of Association of SharpLink Gaming Ltd., dated October 24, 2023
3.2		Amended Memorandum of Association, dated October 24, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 25, 2023
Dated: November 24, 2023

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