| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Sharplink, Inc. [ SBET ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/15/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/15/2026 | X | 1,496,612 | A | $0.0001 | 1,710,612(1) | I | By Consensys Software, Inc.(1) | ||
| Common Stock | 04/15/2026 | X | 3,966,340 | A | $0.0001 | 5,676,952(2) | I | By Consensys Software, Inc.(2) | ||
| Common Stock | 04/15/2026 | X | 5,154,213 | A | $0.0001 | 5,154,213 | D | |||
| Common Stock | 04/15/2026 | X | 1,200,000 | A | $0.0001 | 1,200,000(3) | I | By Permanent Highest Power Capital LLC(3) | ||
| Common Stock | 975,600 | I | By ConsenSys AG(4) | |||||||
| Common Stock | 81,300 | I | By Ethereal Ventures Fund II L.P.(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrants (Right to Buy) | $0.0001 | 04/15/2026 | G | 1,200,000 | 05/29/2025 | (6) | Common Stock | 1,200,000 | $0 | 5,154,213 | D(7) | ||||
| Pre-Funded Warrants (Right to Buy) | $0.0001 | 04/15/2026 | G | 1,200,000 | 05/29/2025 | (6) | Common Stock | 1,200,000 | $0 | 1,200,000 | I | By Permanent Highest Power Capital LLC(7) | |||
| Pre-Funded Warrants (Right to Buy) | $0.0001 | 04/15/2026 | X | 1,496,612 | 05/21/2025 | (8) | Common Stock | 1,496,612 | $0 | 3,966,340 | I | By Consensys Software, Inc. | |||
| Pre-Funded Warrants (Right to Buy) | $0.0001 | 04/15/2026 | X | 3,966,340 | 05/29/2025 | (9) | Common Stock | 3,966,340 | $0 | 0 | I | By Consensys Software, Inc. | |||
| Pre-Funded Warrants (Right to Buy) | $0.0001 | 04/15/2026 | X | 5,154,213 | 05/29/2025 | (6) | Common Stock | 5,154,213 | $0 | 0 | D(10) | ||||
| Pre-Funded Warrants (Right to Buy) | $0.0001 | 04/15/2026 | X | 1,200,000 | 05/29/2025 | (6) | Common Stock | 1,200,000 | $0 | 0 | I | By Permanent Highest Power Capital LLC(11) | |||
| Explanation of Responses: |
| 1. These shares of Common Stock, par value $0.0001 per share ("Common Stock") of the Issuer are held directly by Consensys Software, Inc. ("CSI"). Mr. Lubin is the Chief Executive Officer of CSI and may be deemed to control CSI. Mr. Lubin disclaims beneficial ownership of the securities of the Issuer held by CSI for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. The amount in this column includes an aggregate of 1,496,612 shares of Common Stock issued to CSI upon the exercise of an equal number of pre-funded warrants by CSI on April 15, 2026. |
| 2. These shares of Common Stock of the Issuer are held directly by CSI. Mr. Lubin disclaims beneficial ownership of the securities of the Issuer held by CSI for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. The amount in this column includes an aggregate of 3,966,340 shares of Common Stock issued to CSI upon the exercise of an equal number of pre-funded warrants by CSI on April 15, 2026. |
| 3. These shares of Common Stock of the Issuer are held directly by Permanent Highest Power Capital LLC ("PHPC LLC"), a limited liability company owned by Gradient Ascent Trust (the "Trust"). Mr. Lubin's son is a co-trustee of the Trust, and the beneficiaries of the Trust are members of Mr. Lubin's immediate family. Mr. Lubin is the manager of PHPC LLC. Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. The amount in this column consists of 1,200,000 shares of Common Stock issued to PHPC upon the exercise of an equal number of pre-funded warrants by PHPC on April 15, 2026. |
| 4. The securities are held directly by ConsenSys AG. Mr. Lubin is the Chairperson of the Board of Consensys AG and may be deemed to control CAG. Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. |
| 5. The securities are held directly by Ethereal Ventures Fund II L.P. ("Fund II"). The sole general partner of Fund II is Ethereal Ventures II Partners L.P., and its sole general partner is Ethereal Ventures II GP Ltd. Mr. Lubin has a 50% ownership interest in Ethereal Ventures II GP Ltd., and as a result, may be deemed to be a beneficial owner of the securities held by Fund II. Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. |
| 6. The holder of theses pre-funded warrants may, at any time and from time to time, exercise the pre-funded warrants for up to an equivalent number of shares of the Issuer's Common Stock until it has been exercised in full. |
| 7. On April 15, 2026, Mr. Lubin contributed 1,200,000 (of a total of 6,354,213) directly-held, pre-funded warrants to purchase up to 1,200,000 shares of Common Stock of the Issuer, to PHPC LLC, in exchange for all of the limited liability company interests of PHPC LLC; and immediately thereafter, transferred all of the limited liability interests of PHPC LLC to the Trust for no consideration. Mr. Lubin was initially (and remains) the manager of PHPC LLC. Mr. Lubin's son is a co-trustee of the Trust, and the beneficiaries of the Trust are members of his immediate family. Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. |
| 8. These pre-funded warrants were exercisable at any time and from time to time until exercised in full for up to an equivalent number of shares of Common Stock of the Issuer. |
| 9. These pre-funded warrants were exercisable at any time and from time to time until exercised in full for up to an equivalent number of shares of Common Stock of the Issuer. |
| 10. On April 15, 2026, after: (i) the contribution and transfer described in footnote 7 above; and (ii) the exercise of an aggregate of 5,462,952 pre-funded warrants by CSI, Mr. Lubin exercised the remaining pre-funded warrants held by him directly. |
| 11. On April 15, 2026, after: (i) the contribution and transfer described in footnote 7 above; and (ii) the exercise of an aggregate of 5,462,952 pre-funded warrants by CSI and the exercise of 5,154,213 pre-funded warrants by Mr. Lubin, PHPC LLC exercised all of the pre-funded warrants contributed to it by Mr. Lubin. Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. |
| /s/ Joseph Lubin | 04/16/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||