Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
January 12 2022 - 3:06PM
Edgar (US Regulatory)
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 January 2022
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 Statements on Form F-3 (File Nos.
333-237989 and 333-258201) of SharpLink Gaming Ltd (formerly Mer Telemanagement Solutions Ltd) (the “Company”).
Acquisition of Assets
On December 31, 2021, the Company entered into an Asset Purchase
Agreement (the “Agreement”) with FourCubed Acquisition Company, LLC, a wholly-owned subsidiary of the Company (“Buyer”),
6t4 Company, a Minnesota corporation (“6t4”), FourCubed Management, LLC, a Delaware limited liability company (“FCM”
and together with 6t4 and all affiliated entities comprising their respective businesses, “Seller”), and Chris Carlson,
the principal shareholder of Seller (“Shareholder”). Pursuant to the terms of the Agreement, the Buyer acquired the
intellectual property and other specified assets of Seller. The purchase and sale of such assets was consummated on December 31,
2021.
In consideration for the purchase of the acquired assets,
the Company and Buyer agreed to deliver the following: (i) at closing, a cash payment to Seller of $5,950,000; (ii) effective as
of the closing, 606,114 ordinary shares of the Company (the “Closing Shares”), which was determined by dividing $1,650,000
divided by the 45- calendar day trailing average closing stock price of the Company’s ordinary shares ending on the day before
the closing date to 6t4; (iii) within 45 days subsequent to closing, a cash payment to Shareholder of $300,000; and (iv) an amount
of $250,000 that will be retained by the Company for indemnity purposes and will be released 180 days after closing if no indemnity
claims are made within that period.
Additionally, subsequent to closing, the Company agreed to
issue and deliver to 6t4 up to an additional 587,747 ordinary shares (the “Earnout Shares” and together with the Closing
Shares, the “Shares”). The Company’s obligation to issue and deliver the Earnout Shares is subject to the achievement
of certain milestones relating to the development of Seller’s technologies and revenue and gross margin targets, as described
in the Agreement.
The Shares are subject to a lock-up period pursuant to which
none of the Shares may be sold or otherwise transferred for a period of six months following their issuance, and only 25% of the
Shares may be resold or transferred each month thereafter.
The Company, 6t4, and Shareholder also entered into a Registration
Rights Agreement (the “Registration Agreement”) pursuant to which the Company agreed to register for resale the Shares.
Under the Registration Agreement, the Company must file an initial registration statement for the Closing Shares or Earnout Shares
issued pursuant to the Stock Payment no later than the tenth trading day after the expiration of the applicable lock-up period
for such shares.
The Agreement contains customary representations and warranties
by Seller and Shareholder. Additionally, Seller and Shareholder agreed to customary indemnification obligations to the Company,
subject to certain limitations as set forth in the Agreement.
The Shares issued or to be issued
pursuant to the Agreement were offered and sold in reliance on an exemption from registration under Regulation D promulgated under
Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing summaries of the Agreement and the Registration
Agreement are qualified in their entireties by reference to the full text of each agreement, copies of which are filed herewith
and incorporated by reference herein as Exhibits 10.1 and 10.2, respectively.
The following exhibits are being filed with this Report on
Form 6-K:
Exhibit No.
|
|
Description
|
10.1
|
|
Asset Purchase Agreement, dated December 31, 2021, by and among FourCubed Acquisition Company, LLC, 6t4 Company, FourCubed Management, LLC, Chris Carlson, and SharpLink Gaming Ltd. (pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information contained in this Exhibit 10.1 has been redacted as indicated therein).
|
10.2
|
|
Registration Rights Agreement, dated December 31, 2021, by and among SharpLink Gaming Ltd., 6t4 Company, and Chris Carlson.
|
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.
|
SharpLink Gaming Ltd.
|
|
|
|
Dated: January 11, 2022
|
By:
|
/s/ Brian Bennett
|
|
|
Brian Bennett
|
|
|
Chief Financial Officer
|
MER Telemanagement Solut... (NASDAQ:MTSL)
Historical Stock Chart
From Jun 2024 to Jul 2024
MER Telemanagement Solut... (NASDAQ:MTSL)
Historical Stock Chart
From Jul 2023 to Jul 2024