Form 4: SharpLink Gaming Director Joseph Lubin Reports Significant Acquisition of Shares and Warrants

SharpLink Gaming, Inc. Director Joseph Lubin has reported the acquisition of over 1.1 million common shares and more than 14 million derivative securities, including pre-funded and common stock purchase warrants, primarily through entities he controls.

Summary

• Joseph Michael Lubin, a Director of SharpLink Gaming, Inc. (SBET), reported transactions on May 30, 2025.
• He acquired 180,000 shares of Common Stock indirectly through Consensys Software, Inc. at a price of $6.15 per share.
• An additional 975,600 shares of Common Stock were acquired indirectly through ConsenSys AG at a price of $6.15 per share.
• Lubin also acquired 6,354,213 pre-funded warrants directly, with an exercise price of $0.0001 and an underlying common stock price of $6.1499.
• Another 3,966,340 pre-funded warrants were acquired indirectly through Consensys Software, Inc., with the same exercise and underlying stock prices.
• The pre-funded warrants are exercisable on or after May 30, 2025, but cannot be exercised if it would result in beneficial ownership exceeding 9.99% of the outstanding common stock.
• Furthermore, Consensys Software, Inc. received 3,455,019 common stock purchase warrants as compensation for services under a Strategic Advisor Agreement dated May 30, 2025.
• These purchase warrants have varying exercise prices: 691,004 at $7.995, 1,382,007 at $6.15, 691,004 at $6.765, and 691,004 at $7.38.
• All common stock purchase warrants are exercisable from May 30, 2025, and expire on May 30, 2030.
• Joseph Lubin is deemed the beneficial owner of securities held by Consensys Software, Inc. and ConsenSys AG due to his role as Chief Executive Officer of both entities.

Sentiment

Score: 7

Explanation: The significant increase in insider ownership by a director, coupled with a strategic advisor agreement, suggests a positive outlook from management and potential for future collaboration, outweighing the potential for future dilution from warrant exercise.

Positives

• Significant increase in insider ownership, with Joseph Lubin, a Director, acquiring over 1.1 million common shares and more than 14 million derivative securities.
• The acquisition of common stock purchase warrants is tied to a Strategic Advisor Agreement with Consensys Software, Inc., suggesting a new or strengthened strategic partnership for SharpLink Gaming.

Risks

• Potential future dilution of existing shareholders if the acquired pre-funded and common stock purchase warrants are fully exercised, increasing the number of outstanding shares.
• The pre-funded warrants have a beneficial ownership limitation of 9.99%, which could restrict immediate full exercise by the holder.

Future Outlook

The document indicates that pre-funded warrants are exercisable on or after May 30, 2025, until fully exercised, subject to a 9.99% beneficial ownership limitation. Common stock purchase warrants are exercisable from May 30, 2025, until their expiration on May 30, 2030.

Industry Context

This Form 4 filing primarily details an insider's acquisition of securities and a strategic advisor agreement. While the company operates in the gaming industry, the filing itself does not provide broader industry trends or competitive analysis, focusing instead on specific corporate and ownership changes.

Related Party Transactions

• Warrants were issued to Consensys Software, Inc., an entity where Joseph Lubin serves as Chief Executive Officer, as compensation for its services under a Strategic Advisor Agreement dated May 30, 2025, by and between the Issuer and Consensys Software.

Stakeholder Impact

• Shareholders: Potential for increased confidence due to significant insider ownership and a new strategic partnership. However, there is also a potential for future dilution if the large number of warrants are exercised.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Potential exercise of pre-funded warrants by the holder on or after May 30, 2025.
• Potential exercise of common stock purchase warrants by Consensys Software, Inc. on or after May 30, 2025, until May 30, 2030.
• Continuation of services under the Strategic Advisor Agreement between SharpLink Gaming, Inc. and Consensys Software, Inc.

Key Dates

Recommendation

Keywords

SharpLink Gaming, SBET, Joseph Lubin, SEC Form 4, Insider Transaction, Beneficial Ownership, Common Stock, Pre-Funded Warrants, Stock Purchase Warrants, Consensys Software, ConsenSys AG, Strategic Advisor Agreement