06/05/2025 | Press release | Distributed by Public on 06/05/2025 19:55
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Pre-Funded Warrants | $0.0001 | 05/30/2025 | A | 6,354,213 | (3) | (3) | Common Stock | 6,354,213 | $6.1499 | 6,354,213 | D | ||||
Pre-Funded Warrants | $0.0001 | 05/30/2025 | A | 3,966,340 | (3) | (3) | Common Stock | 3,966,340 | $6.1499 | 3,966,340 | I | See Footnote(1) | |||
Common Stock Purchase Warrant | $7.995 | 05/30/2025 | A | 691,004 | 05/30/2025 | 05/30/2030 | Common Stock | 691,004 | (4) | 691,004 | I | See Footnote(1) | |||
Common Stock Purchase Warrant | $6.15 | 05/30/2025 | A | 1,382,007 | 05/30/2025 | 05/30/2030 | Common Stock | 1,382,007 | (4) | 1,382,007 | I | See Footnote(1) | |||
Common Stock Purchase Warrant | $6.765 | 05/30/2025 | A | 691,004 | 05/30/2025 | 05/30/2030 | Common Stock | 691,004 | (4) | 691,004 | I | See Footnote(1) | |||
Common Stock Purchase Warrant | $7.38 | 05/30/2025 | A | 691,004 | 05/30/2025 | 05/30/2030 | Common Stock | 691,004 | (4) | 691,004 | I | See Footnote(1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lubin Joseph Michael C/O SHARPLINK GAMING, INC. 333 WASHINGTON AVENUE, SUITE 104 MINNEAPOLIS, MN 55402 |
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/s/ Joseph Lubin | 06/05/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The securities are held by Consensys Software, Inc. ("Consensys Software"). The reporting person serves as Chief Executive Officer of Consensys Software, Inc. and may be deemed to be the beneficial owner and have voting and dispositive power with respect to the shares held by Consensys Software, Inc. |
(2) | The securities are held by ConsenSys AG. The reporting person serves as Chief Executive Officer of Consensys AG and may be deemed to be the beneficial owner and have voting and dispositive power with respect to the shares held by ConsenSys AG. |
(3) | Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after May 30, 2025, exercise the Pre-funded Warrant until it has been exercised in full. Pursuant to the terms of the Pre-Funded Warrant, the holder thereof cannot exercise any of the Pre-Funded Warrants to the extent the holder would beneficially own, after any such exercise, more than 9.99% of the outstanding common stock of the Issuer. |
(4) | Warrants were issued to Consensys Software as compensation for its services under a Strategic Advisor Agreement, dated May 30, 2025, by and between the Issuer and Consensys Software. |