SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For the month
of November 2021
SharpLink
Gaming Ltd.
(formerly
Mer Telemanagement Solutions Ltd.)
(Name
of Registrant)
333
Washington Avenue North, Suite 104
Minneapolis,
MN 55402
(Address
of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate
by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐
No ☒
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82- __________
The information contained in this Report
(including the exhibits hereto) is hereby incorporated by reference into the Registration Statement on Form F-3 (File No.
333-237989) of SharpLink Gaming Ltd (formerly Mer Telemanagement Solutions Ltd) (the “Company”).
Entry into Securities Purchase Agreement
On November 16, 2021, the Company entered
into a Securities Purchase Agreement (the “Purchase Agreement”) with an existing institutional investor pursuant to
which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of 1,413,075
of the Company’s ordinary shares (the “Shares”) at an offering price of $3.75 per share. In addition, the Company
sold to the same investor certain prefunded ordinary share purchase warrants (the “Prefunded Warrants”) to purchase
1,253,592 ordinary shares. The Prefunded Warrants were sold at an offering price of $3.74 per warrant share and are exercisable
at a price of $0.01 per share. Subject to limited exceptions, a holder of a Prefunded Warrant will not have the right to exercise
any portion of such warrant if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number
of ordinary shares of the Company outstanding immediately after giving effect to such exercise (the “Beneficial Ownership
Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease
the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.
The aggregate net proceeds from the
sale of the Shares and Prefunded Warrants, after deducting offering expenses, is $9.9 million. The Shares and the Prefunded Warrants
are being offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-237989), which was initially filed
with the Securities and Exchange Commission (the “Commission”) on May 4, 2020, and was declared effective by the Commission
on May 12, 2020 (the “Registration Statement”).
In a concurrent private placement (the
“Private Placement”), the Company agreed to issue to the same institutional investor, for each Share and Prefunded
Warrant purchased in the Offering, an additional ordinary share purchase warrant, each to purchase one ordinary share. The Regular
Warrants are initially exercisable six months following issuance and terminate four years following issuance. The Regular Warrants
have an exercise price of $4.50 per share and are exercisable to purchase an aggregate of 2,666,667 ordinary shares. The Regular
Warrants also provide for an identical Beneficial Ownership Limitation as contained in the Prefunded Warrants.
The Regular Warrants and the ordinary
shares issuable upon the exercise of such warrants are not being registered under the Securities Act of 1933, as amended (the “Securities
Act”), are not being offered pursuant to the Registration Statement and are being offered pursuant to the exemption provided
in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The Purchase Agreement provides the holder
of the Regular Warrant with certain “piggy-back” registration rights in the event the Company files other registration
statements with the Commission under the Securities Act. In the event that at the time of exercise there is not then a current
registration statement covering the resale of the ordinary shares issuable upon exercise of the Regular Warrants, the holder shall
have the right to exercise such warrant on a cashless (net exercise) basis.
Under the Purchase Agreement, the Company
is prohibited, for a period of 60 days after the closing, from (i) issuing, entering into any agreement to issue or announcing
the issuance or proposed issuance of any ordinary shares or any other securities that are at any time convertible into, or exercisable
or exchangeable for, or otherwise entitle the holder thereof to receive, ordinary shares, and (ii) filing any registration statement,
other than a registration statement on Form S-4 in connection with a redomiciliation of the Company into the United States or on
Form S-8 in connection with any employee benefit plan. Further, the Company agreed in the Purchase Agreement that, for as long
as any of the Prefunded Warrants or Regular Warrants are outstanding, the Company will not, subject to certain exceptions, issue
any securities that are convertible into or exchangeable for ordinary shares at a conversion or exercise price that is based upon
future trading prices for the ordinary shares or that is otherwise subject to a reset upon the occurrence of future events. The
Purchase Agreement also provides that, until December 31, 2022, upon any issuance by the Company of ordinary shares and securities
convertible into or exercisable for ordinary shares for cash consideration, subject to certain exempt issuance (a “Subsequent
Financing”), the purchaser shall have a right to participate in the Subsequent Financing in an amount up to 50% of the Subsequent
Financing and on the same terms and conditions as provided in such Subsequent Financing.
The closing of the Offering and the
Private Placement is subject to satisfaction of customary closing conditions set forth in the Purchase Agreement and is currently
expected to occur on or about November 19, 2021. The Purchase Agreement also contains representations, warranties, indemnification
and other provisions customary for transactions of this nature.
The foregoing summaries of the Purchase
Agreement, the Prefunded Warrants and the Regular Warrants do not purport to be complete and are subject to, and qualified in their
entirety by, such documents attached as Exhibits 10.1, 4.1 and 4.2, respectively, to this Report on Form 6-K, which are incorporated
herein by reference.
This Current Report on Form 6-K does
not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale
of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
The following exhibits are being filed with this Report on
Form 6-K:
SIGNATURE
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, thereunto duly authorized.
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SharpLink Gaming Ltd.
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Dated: November 19, 2021
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By:
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/s/ Brian Bennett
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Brian Bennett
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Chief Financial Officer
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