09/25/2025 | Press release | Distributed by Public on 09/25/2025 14:31
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 25, 2025, the SharpLink Gaming, Inc. (the "Company") filed a Third Certificate of Amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company's common stock, par value $0.0001 per share, from 500,000,000 to 2,500,000,000 and to make a corresponding change to the number of authorized shares of capital stock (the "Authorized Share Increase"). The Authorized Share Increase was approved by stockholders at the Special Meeting as described in Item 5.07 below and the Certificate of Amendment, including the Authorized Share Increase, became effective at 4:15 p.m. Eastern Time on September 25, 2025.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the "Current Report") and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 24, 2025, the Company convened a special meeting of stockholders (the "Special Meeting") virtually via live webcast. Only stockholders of record at the close of business on August 22, 2025, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 181,740,293 shares of the Company's common stock were outstanding and entitled to vote at the Special Meeting. Based on the estimated preliminary voting results present at the meeting or by proxy were holders of 81,092,892 shares of the Company's common stock, which represented approximately 44.67% of the voting power of all shares of common stock as of the record date and constituted a quorum for the transaction of business at the Special Meeting.
The stockholders of the Company voted on the following proposal at the Special Meeting:
1. | To adopt an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company; and |
The estimated preliminary results of the proposal are as follows:
Proposal No. 1 - Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock.
For | Against | Abstain | ||||||||
67,572,364 | 13,359,747 | 160,781 |
Based on the votes set forth above, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock.