SharpLink Gaming, Inc., an online performance-based marketing company serving the U.S. sports betting and iGaming industries, today announced that it will host its Annual General Meeting of Stockholders (the “Meeting”) on Monday, December 9, 2024 at 4:00 PM Central Time at SharpLink’s corporate headquarters, located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401, and thereafter as it may be adjourned or postponed from time to time.

At the Meeting, stockholders will be asked to approve the following proposals and adopt the following resolutions in connection with the proposals:

Shareholders of record at the close of business on November 12, 2024 (the “Record Date”) are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof. It is anticipated that on or about November 19, 2024, the Company shall commence mailing to all stockholders of record, as of the Record Date, the proxy notice, the proxy statement that describes the proposals to be considered at the Meeting and a proxy card. The definitive proxy notice, proxy statement and form of proxy card was filed with the U.S. Securities and Exchange Commission yesterday, November 18, 2024 on Schedule 14A.

The approval of the election of the directors under Proposal 1 requires the affirmative vote of holders of the plurality of the Common Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation (as defined below)), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter. Proposal 2 requires votes cast for the reverse stock split to exceed the votes cast against such proposal. Proposals 3 and 4 require the affirmative vote of holders of at least a majority of the Common Stock (on an as-converted basis, subject to the Beneficial Ownership Limitation (as defined below)), represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter presented for passage. The Beneficial Ownership Limitation is defined in our Certificate of Incorporation as 9.99% of the number of our Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon conversion of Preferred Stock and warrants held by the stockholder that is subject to such Beneficial Ownership Limitation.

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Our Board of Directors recommends a vote FOR the election of each director and the other proposals set forth in this proxy statement.

The primary purpose for the proposal for the reverse stock split, should the Board of Directors choose to effect one, would be to increase the per share price of our Common Stock to regain compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). On July 11, 2024, we received a letter from Nasdaq Listing Qualifications (the “Letter”) indicating that the Company is no longer in compliance with the minimum bid price requirements for continued listing set forth in Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. The rules also provide us a compliance period of 180 calendar days to regain compliance. According to the Letter, we have until January 7, 2025 to regain compliance with the minimum bid price requirement.

SharpLink knows of no other matters to be submitted at the Meeting other than as specified in the press release. If any other business is properly brought before the Meeting, the persons named as proxies will vote in respect thereof in accordance with the recommendation of SharpLink’s Board of Directors.

Stockholders can vote either by mailing in their proxy, by Internet, by phone or in person by attending the Meeting. If voting by mail, the proxy must be received by SharpLink’s voting processing agency at least 48 hours prior to the appointed time of the Meeting or at our registered office in Minneapolis, Minnesota at least four (4) hours prior to the appointed time of the Meeting to be validly included in the tally of Common Stock. If voting by Internet or phone, votes must be received by 11:59 PM Eastern Time on Thursday, December 5, 2024 to be validly included in the tally of the Common Stock voted at the Meeting. If a stockholder elects to attend the Meeting, he or she may vote in person and your proxy will not be used. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card.

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Full House Resorts, Inc. announced that it has named Jeff Michie as vice president and general manager of its Rising Star Casino Resort in Rising Sun, Indiana, subject to customary gaming approvals. Mr. Michie will replace Angi Truebner-Webb who, as previously reported, will become the general manager of the Company’s Silver Slipper Casino Hotel in Hancock County, Mississippi.

Mr. Michie joins Rising Star from Casino del Sol, a large casino resort in Tucson, Arizona. As the chief financial officer of Casino del Sol, Mr. Michie oversaw the property’s finance, surveillance and golf course departments. Mr. Michie has also served in senior management positions at several casinos that directly compete with Rising Star, including as the senior vice president of operations and finance of Hard Rock Casino Cincinnati, and as assistant general manager and CFO for Belterra Casino Resort & Spa. During his extensive career, Mr. Michie has also served as general manager for several properties, including the Belle of Baton Rouge Casino & Hotel in Baton Rouge, Louisiana, and the Horizon Casino & Hotel in Vicksburg, Mississippi. He earned his bachelor’s degree in finance and public administration from San Diego State University. He has also been a long-time resident of nearby Lawrenceburg, Indiana.

In connection with his hiring, the compensation committee of the Company’s board of directors (the “Compensation Committee”) approved a grant of an inducement equity award of 19,921 restricted shares to Mr. Michie. Subject to his continuing service through the vesting dates, one-third of the total number of shares granted will vest on each of November 11, 2025, 2026, and 2027, the anniversary dates of Mr. Michie’s commencement of employment and the grant of restricted shares.

Additionally, in connection with their hirings, the Compensation Committee approved grants of inducement equity awards to two additional employees: Kimberly Bender and Katelynn May were each granted 4,107 restricted shares. For both Ms. Bender and Ms. May, one-third of the total number of shares granted will vest on each of November 12, 2025, 2026, and 2027, subject to their continuing service through the vesting dates, which are the anniversary dates of the grants of restricted shares.

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The awards were granted outside of the Company’s 2015 Equity Incentive Plan and were approved by the Compensation Committee in accordance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to the above individuals’ entry into employment with the Company.

Arizona Department of Gaming (“ADG”) Intelligence Agents, with aid from the Arizona Department of Public Safety (“AZDPS”), successfully concluded an investigation into an alleged illegal gambling operation involving gun raffles in Tucson, Arizona.

This operation resulted in the arrest of two (2) individuals, who face multiple felony charges, and the seizure of four hundred and fifty-two (452) firearms, plus ammunition, firearm accessories, over $4000 in cash, and bank accounts.

“Record-breaking seizures like this only further highlight the criminal activity that illegal gambling establishments attract when they go unregulated, posing a significant threat to public safety,” said Jackie Johnson, Director of the Arizona Department of Gaming. “I commend the exceptional work of our ADG Intelligence Unit for their unwavering dedication in investigating and addressing illegal gambling activities throughout the state. Their thorough and diligent efforts play a crucial role in protecting the public and ensuring compliance with Arizona’s gaming laws. I also want to extend my appreciation to our partners at the Arizona Department of Public Safety for their vital support during this enforcement operation.”

“I would like to congratulate the Arizona Department of Gaming on this sizable seizure of weapons and ammunition. Thanks to their efforts, two criminals are off the streets, and over 450 firearms are no longer available for criminal use.” Said Colonel Jeffrey Glover, Director of the Arizona Department of Public Safety. “I’m proud of the work done by my agency and we will continue to assist any law enforcement agency that requests our help. Collaboration between agencies in the State of Arizona is stronger today than ever, and the AZDPS will always be dedicated to those continued partnerships.”

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Following this recent enforcement action, the Arizona Department of Gaming urges residents to exercise caution when conducting raffles, bingo, or other forms of social, amusement, or charitable gambling to ensure they are in full compliance with the law. ADG takes complaints about illegal gambling seriously. To report suspected illegal gambling activity, visit our website, call (602) 255-3886, or email [email protected]. You can remain anonymous.