Form 8-K

8-K — Sharplink, Inc.

Accession: 0001493152-26-036741

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001981535

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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 of 1934

Date

of Report (Date of earliest event reported): August 10, 2026

SHARPLINK,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41962

87-4752260

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

200

S. Biscayne Boulevard, Floor 20, Miami, Florida

33131

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (612) 293-0619

Not

Applicable

(Former

name or former address, if 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:

☐

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))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol

Name

of each exchange on which registered

Common

Stock, $0.0001 per share

SBET

The

Nasdaq Stock Market, LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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

2.02. Results of Operations and Financial Condition.

August 10, 2026, Sharplink, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended

June 30, 2026. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

The

information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,

as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release, dated August 10, 2026

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.

Date:

August

10, 2026

SHARPLINK,

INC.

/s/

Joseph Chalom

Joseph

Chalom

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Sharplink

Reports Second Quarter 2026 Financial and Operating Results; Builds Momentum for a New Ethereum Era

Driving

Broader Market Engagement Through Active Treasury Management,

Productivity

Initiatives and Strategic Ecosystem Investments

MIAMI,

FL — August 10, 2026 — Sharplink, Inc. (Nasdaq: SBET) (“Sharplink” or the “Company”), one

of the world’s largest corporate holders of Ether (“ETH”) and prominent industry advocate of Ethereum adoption, today

reported financial and operating results for the three and six months ended June 30, 2026, along with an update on its ETH treasury strategy.

“During

the second quarter, we remained highly active across both treasury management and Ethereum ecosystem development, deploying capital into

initiatives designed to enhance the productivity of our ETH and strengthen the infrastructure supporting broader adoption,” said

Joseph Chalom, Chief Executive Officer of Sharplink. “We are excited by the growing momentum we are seeing across the Ethereum

ecosystem. Institutional adoption is accelerating, onchain activity continues to expand and ETH has recently demonstrated meaningful

outperformance versus other crypto assets. We view improving market recognition as one of many signals reinforcing our belief that a

new Ethereum era is taking shape.”

Continuing,

Chalom noted, “Having built one of the largest publicly traded ETH treasuries and the institutional infrastructure required to

manage it, we are using that scale to help support Ethereum’s next chapter. Through our support of EthLabs, Ethereum Institutional

and EthSystems, we are helping strengthen core protocol development, institutional adoption and privacy infrastructure needed to accelerate

Ethereum’s value proposition. Our efforts, alongside other leading ecosystem stakeholders, are strengthening Ethereum’s narrative

to better reflect the ongoing adoption supercycle. We are excited to carry that momentum forward to support the next phase of Sharplink’s

growth.”

Second

Quarter 2026 Highlights

Income

Statement and Balance Sheet

●

Total

revenue increased to $11.5 million in Q2 2026, reflecting strong growth, compared to $0.7 million for the three months ended June

30, 2025. The increase was primarily driven by Sharplink’s actively managed ETH treasury strategy, which was launched on June

2, 2025.

●

SG&A

expenses were $9.1 million for the three months ended June 30, 2026, compared with $2.4 million in the prior-year quarter. The increase

primarily reflected Sharplink’s ETH treasury strategy operating for a full quarter in 2026, versus only a partial period following

its launch in early June 2025, including higher personnel, custody, insurance, legal, accounting and other public-company infrastructure

costs.

●

Net

loss was $394.3 million, compared to a net loss of $103.4 million in Q2 2025. The increase in net loss was primarily driven by non-cash

unrealized losses and impairments partially offset by net realized gains.

○

Unrealized

loss: $321.0 million due to ETH market conditions in the second quarter of 2026.

○

LsETH

and weETH impairment charge: $76.1 million.

○

These

charges are non-cash accounting losses and do not reduce the number of ETH and ETH-equivalent tokens held; however, impairment charges

reduce the carrying value of LsETH and weETH under U.S. GAAP and are not reversed for subsequent market recoveries.

●

Cash

and cash equivalents totaled $56.2 million as of June 30, 2026, compared with $28.5 million as of December 31, 2025.

Joseph

Lubin, Sharplink Chairman, Founder and CEO of Consensys and Co-Founder of Ethereum, added, “Ethereum is moving from an era of proving

the technology to putting it to work as foundational infrastructure for programmable financial and economic activity. Stablecoins, tokenized

assets, decentralized markets and agentic finance are increasingly operating at meaningful scale, supported by stronger infrastructure

and growing participation from both institutions and the broader Ethereum community. Sharplink’s support for EthLabs, Ethereum

Institutional and EthSystems reflects our belief that stronger protocol development, institutional engagement and privacy infrastructure

will accelerate and broaden adoption.”

Ethereum

Treasury and Operational Highlights

●

Sharplink’s

ETH holdings totaled approximately 886,881 ETH1 as of June 30, 2026, and 888,938 ETH2 as of August 3, 2026.

●

Crypto

assets totaled approximately $1.4 billion as of June 30, 2026, valued on a U.S. GAAP basis.

●

June 23, 2026, Sharplink completed a $75.0 million registered direct offering, issuing 10,013,351 shares of common stock and accompanying

warrants at a combined purchase price of $7.49 per share and warrant. The transaction was completed at a premium to Sharplink’s

net asset value.

○

Sharplink

used a portion of the offering proceeds to acquire approximately 10,000 ETH at an average purchase price of approximately $1,611

per ETH.

Total ETH holdings held as of June 30, 2026, comprised of 632,784 native ETH, 181,321 ETH as-if redeemed from LsETH and 72,776 ETH as-if

redeemed from weETH, using a conversion date of June 30, 2026.

Total ETH holdings held as of August 3, 2026, comprised of 634,255 native ETH, 181,748 ETH as-if redeemed from LsETH and 72,935 ETH as-if

redeemed from weETH, using a conversion date of August 3, 2026.

○

Sharplink

also repurchased approximately 2.1 million shares of its common stock at an average price of approximately $4.70 per share, for an

aggregate purchase price of approximately $10.0 million.

○

Since

initiating repurchase activity in August 2025, Sharplink has repurchased 4,071,223 shares of its common stock at an aggregate cost

of approximately $41.7 million.

●

an institutional steward of the Ethereum ecosystem, Sharplink will provide anchor funding to three independent organizations serving

distinct but complementary functions:

○

EthLabs:

Founded by former senior Ethereum Foundation contributors, EthLabs is focused on advancing the core protocol, scaling and interoperability

to prepare Ethereum for the next wave of institutional, DeFi and agentic-finance adoption while reinforcing the network’s credible

neutrality, security and resilience.

○

Ethereum

Institutional: Ethereum Institutional serves as the dedicated institutional front door to the Ethereum ecosystem, helping banks,

asset managers, custodians and market infrastructure providers move from evaluation to deployment. The organization has built more

than 500 institutional relationships and convened over 150 senior executives representing approximately $250 trillion in combined

assets.

○

EthSystems:

Founded by the team behind the Ethereum Foundation’s Institutional Privacy Task Force, EthSystems is developing privacy and

compliance infrastructure designed to enable banks, asset managers and other regulated institutions to transact on Ethereum at scale

without exposing sensitive information such as trade details or client identities.

●

Sharplink

was added to the Russell 2000 and Russell 3000 indexes as part of the June 2026 index reconstitution, broadening Sharplink’s

institutional visibility and eligibility for index-linked ownership.

●

Subsequent

to quarter end, Sharplink announced the launch of the Galaxy Sharplink Onchain Yield Fund (the “Fund”) with $125.0 million

in committed capital, including $100.0 million from Sharplink and $25.0 million from Galaxy. Galaxy serves as investment manager,

with responsibility for sourcing, diligence, portfolio construction, position oversight and risk management. Sharplink expects to

fund the first investments in the coming weeks.

Conference

Call Details

Sharplink’s

executive team will host a conference call, followed by a question-and-answer period this morning, Monday, August 10, 2026, beginning

at 8:30 AM ET. Please use one of the following methods to access the call:

●

Date:

Monday, August 10, 2026

●

Time:

8:30 AM ET

●

Toll-free

dial-in number: (877) 407-2988

●

International

dial-in number: (201) 389-0923

●

Webcast:

Sharplink’s Q2 2026 Earnings Call

Participants

can also access Sharplink’s earnings call using the call me option here for instant telephone access to the event, which will be

active 15 minutes before the scheduled start time.

telephonic replay will be available approximately three hours after the conference call concludes through Monday, August 24, 2026.

●

Toll-free

replay number: (877) 660-6853

●

International

replay number: (201) 612-7415

●

Replay

ID: 13761089

link to the live webcast and replay will also be available at https://www.sharplink.com/investors.

For

more detailed information, please refer to the Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026, filed

with the U.S. Securities and Exchange Commission, and accessible at www.sec.gov or on Sharplink’s website found at www.sharplink.com.

About

Sharplink

(Nasdaq: SBET) is a leading institutional-grade Ethereum treasury platform designed to give public market investors smarter, more productive

exposure to ETH. Ethereum underpins the majority of global stablecoin, tokenized real-world assets and decentralized finance settlement.

Sharplink was founded in 2019 and is headquartered in Miami, Florida. Learn more at www.sharplink.com.

Forward-Looking

Statements

Forward-Looking

Statement Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding

matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995, and these forward-looking statements are subject to various risks and uncertainties. Such statements include,

but are not limited to, goals and expectations regarding the Company’s strategy and potential partnerships; the intended use of

proceeds, including potential share repurchases; the Company’s Ethereum treasury strategy and expected common stock per-share effects;

and other statements accompanied by the words “intends,” “may,” “will,” “plans,” “expects,”

“anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,”

“hopes,” “potential” or similar words, but the absence of these words does not mean that a statement is not forward

looking. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including

without limitation, the anticipated gross proceeds from the Offering, the intended use of proceeds therefrom, the satisfaction of customary

closing conditions, and the expected timing and completion of the Offering, the potential use of the Company’s ATM facility; the

Company’s ability to repurchase additional shares of its common stock under its stock repurchase program; the Company’s ability

to achieve and sustain profitable operations; volatility in the market price of ETH and its resulting impact on the Company’s accounting

and financial reporting; changes in government regulation of cryptocurrencies and online betting; changes in securities laws or other

applicable regulations; fluctuations in customer demand and overall economic conditions; competitive pressures, including competing products,

pricing, and sales cycles; the protection and enforcement of the Company’s proprietary rights; and other risks and uncertainties

described in the Company’s Annual Report and other filings with the SEC. Under U.S. generally accepted accounting principles, entities

are generally required to measure certain crypto assets at fair value, with changes reflected in net income each reporting period. Changes

in the fair value of crypto assets could result in significant fluctuations to the balance sheet and income statement results. Additionally,

for other certain types of crypto assets, the Company uses the historical costs less impairment model. This model may require the Company

to record an associated impairment charge reflected in net income as a result of a decrease in the market price of the crypto assets

below the cost value at which the Company’s crypto assets are carried on its balance sheet. Any forward-looking statements contained

in this press release speak only as of the date hereof, and the Company does not undertake any responsibility to update the forward-looking

statements in this press release. There can be no assurance that any repurchases will be made under the program, and any repurchases

may be suspended, modified or discontinued at any time and are subject to market conditions and applicable legal requirements.

CONTACT:

Sharplink’s

Investor Relations Contact:

Sean

Mansouri, CFA or Aaron D’Souza | Elevate IR

Phone:

(720) 330-2829

Email:

ir@sharplink.com

Sharplink’s

Media Contact:

Email:

media@sharplink.com

SHARPLINK,

INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(In

thousands, except share and per share data)

June

30, 2026

December

31, 2025

(unaudited)

Assets

Current Assets

Cash

$ 56,195

$ 28,539

USDC stablecoin

1,882

Accounts receivable, net of allowance for credit

losses of $0 both periods presented

280

221

Prepaid expenses and other current assets

880

511

Total current assets

57,355

31,153

Crypto assets at fair value

988,838

1,899,683

Crypto assets at cost

369,148

500,912

Other assets

751

Total assets

$ 1,416,092

$ 2,431,766

Liabilities and Stockholders’

Equity

Current Liabilities

Accounts payable and accrued expenses

$ 5,486

$ 12,749

Total current liabilities

5,486

12,749

Long-Term Liabilities

Other long term liabilities

Total liabilities

5,572

12,749

Commitments and Contingencies (Note 10)

Stockholders’ Equity

Common Stock, $0.0001 par value; authorized

shares 2,500,000,000; issued 221,054,539 and 198,646,255, respectively; outstanding shares: 216,983,308 and 196,707,797 respectively

Treasury stock, 4,071,231 of Common Stock at

cost

(41,743 )

(31,721 )

Additional paid-in capital

3,344,472

3,263,114

Accumulated deficit

(1,892,231 )

(812,396 )

Total stockholders’ equity

1,410,520

2,419,017

Total liabilities and stockholders’

equity

$ 1,416,092

$ 2,431,766

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In

thousands, except share and per share data)

2026

2025

2026

2025

For

the Three Months

Ended

June 30,

For

the Six Months

Ended

June 30,

2026

2025

2026

2025

Revenue from staking

$ 11,161

$ 29

$ 22,662

$ 29

Revenue from affiliate

marketing

367

668

924

1,410

Total revenue

11,528

697

23,586

1,439

Gains and (losses) from operations

Realized gain on crypto assets, net

1,433

5,374

13,438

5,374

Unrealized loss on crypto

assets at fair value, net

(321,003 )

(2,437 )

(827,667 )

(2,437 )

Total gains (losses) from

operations, net

(319,570 )

2,937

(814,229 )

2,937

Operating expenses

Cost of revenues from affiliate marketing

258

488

690

1,098

Selling, general, and administrative expenses

9,060

2,387

18,939

3,503

Stock-based compensation, related party

16,379

Impairment of crypto assets

at cost

76,093

87,813

267,763

87,813

Total operating expenses

85,411

107,067

287,392

108,793

Operating loss

(393,453 )

(103,433 )

(1,078,035 )

(104,417 )

Other income

Interest income

178

381

Total other income

178

381

Net loss before income taxes

(393,275 )

(103,396 )

(1,077,654 )

(104,368 )

Income tax expense

(999 )

(27 )

(2,181 )

(30 )

Net loss

$ (394,274 )

$ (103,423 )

$ (1,079,835 )

$ (104,398 )

Denominator for net loss per share - basic

and diluted:

Basic and diluted weighted

average shares

209,784,133

24,202,467

209,358,151

12,989,772

Net loss per share -

basic and diluted

$ (1.88 )

$ (4.27 )

$ (5.16 )

$ (8.04 )

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Aug. 10, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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