SBET SharpLink Gaming Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2023

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to ________

 

Commission file number: 000-28950

 

SHARPLINK GAMING LTD.

(Exact name of registrant as specified in its charter)

 

Israel		98-1657258
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
333 Washington Avenue North, Suite 104, Minneapolis, Minnesota		55401
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (347) 913-3316

 

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

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Ordinary Shares		SBET		The Nasdaq Capital Market

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

If 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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

As of November 13, 2023, there were 2,863,734 Ordinary Shares, nominal value NIS 0.60 per share, issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

PART I	FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS:		3
	Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022		3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)		4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022(unaudited)		6
	Notes to Condensed Consolidated Financial Statements (unaudited)		7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		28
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		34
ITEM 4.	CONTROLS AND PROCEDURES		34
PART II			35
ITEM 1.	LEGAL PROCEEDINGS		35
ITEM 1A.	RISK FACTORS		35
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES		35
ITEM 3.	DEFAULT UPON SENIOR SECURITIES		35
ITEM 4.	MINE SAFETY DISCLOSURES		35
ITEM 5.	OTHER INFORMATION		35
ITEM 6.	EXHIBITS		35
SIGNATURES			36

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

SHARPLINK GAMING LTD.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		September 30, 2023				December 31, 2022
		(unaudited)
Assets
Current Assets
Cash		$	49,309,668			$	39,324,529
Restricted cash			14,874,585				11,132,957
Accounts receivable			1,394,340				776,530
Unbilled receivables			128,879				47,000
Contract assets			99,410				219,116
Deferred prize expense			5,349,300				356,158
Prepaid expenses and other current assets			1,770,813				744,275
Current assets from discontinued operations			389,000				1,310,000
Total current assets			73,315,995				53,910,565
Investment, cost			200,000				200,000
Equipment, net			61,796				60,218
Right-of-use asset - operating lease			264,381				230,680
Intangibles
Intangible assets, net			3,970,213				3,727,933
Goodwill			6,916,095				6,916,095
Total assets		$	84,728,480			$	65,045,491
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses		$	2,584,120			$	2,125,707
Contract liabilities			8,448,201				2,166,451
Prize liability			11,585,038				6,061,434
Customer deposits			49,147,991				42,171,589
Line of credit			8,745,034				4,120,651
Current portion of long-term debt			1,054,954				1,018,918
Current portion of convertible debt, net of discount			4,372,963				-
Current portion of lease liability			56,369				31,070
Current liabilities from discontinued operations			821,498				1,215,213
Total current liabilities			86,816,168				58,911,033
Long-Term Liabilities
Deferred tax liability			24,689				6,206
Debt, less current portion			2,142,338				2,931,698
Lease liability, less current portion			209,202				210,037
Total liabilities			89,192,397				62,058,974
Commitments and Contingencies			-				-
Stockholders’ Equity
Series A-1 preferred stock, NIS 0.60 par value; authorized shares: 260,000; issued and outstanding shares: 7,202 and 6,630, respectively; liquidation preference: $117,009 and $138,414, respectively			1,440				1,326
Series B preferred stock, NIS 0.60 par value; authorized shares: 370,000; issued and outstanding shares: 12,481 liquidation preference: $529,122 and $595,245, respectively			2,496				2,496
Preferred stock, value
Ordinary shares, NIS 0.60 par value; authorized shares 9,290,000 issued and outstanding shares: 2,833,734 and 2,688,541, respectively			566,770				537,731
Treasury stock, nine ordinary shares at cost			(29,000	)			(29,000	)
Additional paid-in capital			77,723,094				76,039,604
Accumulated deficit			(82,728,717	)			(73,565,641	)
Total stockholders’ equity (deficit)			(4,463,917	)			2,986,517
Total liabilities and stockholders’ equity (deficit)		$	84,728,480			$	65,045,491

 

See accompanying notes to these condensed consolidated financial statements.

 

 

SHARPLINK GAMING LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
		For the Three Months Ended								For the Nine Months Ended
		September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
Revenues		$	3,269,924			$	1,292,674			$	9,917,671			$	4,940,264
Cost of revenues			2,133,604				1,104,695				6,472,399				4,034,837
Gross profit			1,136,320				187,979				3,445,272				905,427
Operating expenses
Selling, general, and administrative expenses			3,595,072				2,105,178				11,014,991				8,664,818
Goodwill and intangible asset impairment expenses			-				-				-				4,726,000
Total operating expenses			3,595,072				2,105,178				11,014,991				13,390,818
Operating loss			(2,458,752	)			(1,917,199	)			(7,569,719	)			(12,485,391	)
Other income and expense
Interest income			541,784				6,922				1,191,046				30,424
Interest expense			(450,577	)			(32,397	)			(1,167,940	)			(86,815	)
Other expense			(5,347	)			-				(81,990	)			-
Change in fair value of convertible debenture			(324,205	)			-				(1,002,243	)			-
Total other income and expense			(238,345	)			(25,475	)			(1,061,127	)			(56,391	)
Net loss before income taxes			(2,697,097	)			(1,942,674	)			(8,630,846	)			(12,541,782	)
Provision for income tax expenses			4,450				300				41,600				1,000
Net loss from continuing operations			(2,701,547	)			(1,942,974	)			(8,672,446	)			(12,542,782	)
Net loss from discontinued operations, net of tax			(148,000	)			(104,633	)			(441,997	)			(1,360,286	)
Net loss		$	(2,849,547	)		$	(2,047,607	)		$	(9,114,443	)		$	(13,903,068	)
Numerator for basic and diluted net loss per share:
Net loss from continuing operations available to ordinary shareholders		$	(2,701,760	)		$	(1,945,221	)		$	(8,722,940	)		$	(12,550,870	)
Net loss from discontinued operations available to ordinary shareholders			(148,000	)			(104,633	)			(441,997	)			(1,360,286	)
Total Numerator for basic net loss per share			(2,849,760	)			(2,049,854	)			(9,164,937	)			(13,911,156	)
Denominator for basic and diluted net loss per share:
Weighted average shares outstanding			2,863,607				2,361,974				2,736,583				2,361,974
Net loss per share - Basic and diluted
Net loss from continuing operations per share		$	(0.94	)		$	(0.82	)		$	(3.19	)		$	(5.31	)
Net loss from discontinued operations per share			(0.05	)			(0.04	)			(0.16	)			(0.58	)
Net loss per share		$	(0.99	)		$	(0.86	)		$	(3.35	)		$	(5.89	)

 

See accompanying notes to these condensed consolidated financial statements.

 

 

SHARPLINK GAMING LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

		Shares				Amount				Shares				Amount				Shares				Amount				Capital				stock				deficit				equity
																										Additional												Total
		Ordinary shares								Series A-1 preferred stock								Series B preferred stock								Paid-In				Treasury				Accumulated				shareholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				stock				deficit				equity
Balance, December 31, 2021			2,236,615			$	447,346				5,474			$	1,094				12,481			$	2,496			$	72,101,783			$	(29,000	)		$	(58,332,263	)		$	14,191,456
Net loss			-				-				-				-				-				-				-				-				(7,044,529	)			(7,044,529	)
Stock-based compensation expense			-				-				-				-				-				-				380,685				-				-				380,685
Dividends on Series B preferred stock in Series A-1 preferred stock			-				-				-				-				-				-				-				-				-				-
Balance, March 31, 2022			2,236,615				447,346				5,474				1,094				12,481				2,496				72,482,468				(29,000	)			(65,376,792	)			7,527,612
Net loss			-				-				-				-				-				-				-				-				(4,810,932	)			(4,810,932	)
Stock-based compensation expense			-				-				-				-				-				-				1,864,841				-				-				1,864,841
Dividends on Series B preferred stock in Series A-1 preferred stock			-				-				407				82				-				-				(82	)			-				-				-
Balance, June 30, 2022			2,236,615			$	447,346				5,881			$	1,176				12,481			$	2,496			$	74,347,227			$	(29,000	)		$	(70,187,724	)		$	4,581,521
Balance			2,236,615			$	447,346				5,881			$	1,176				12,481			$	2,496			$	74,347,227			$	(29,000	)		$	(70,187,724	)		$	4,581,521
Net loss			-				-				-				-				-				-				-				-				(2,047,607	)			(2,047,607	)
Stock-based compensation expense			-				-				-				-				-				-				108,333				-				-				108,333
Dividends on Series B preferred stock in Series A-1 preferred stock			-				-				250				50				-				-				(50	)			-				-				-
Balance, September 30, 2022			2,236,615			$	447,346				6,131			$	1,226				12,481			$	2,496			$	74,455,510			$	(29,000	)		$	(72,235,331	)		$	2,642,247
Balance			2,236,615			$	447,346				6,131			$	1,226				12,481			$	2,496			$	74,455,510			$	(29,000	)		$	(72,235,331	)		$	2,642,247
Balance, December 31, 2022			2,688,541			$	537,731				6,630			$	1,326				12,481			$	2,496			$	76,039,605			$	(29,000	)		$	(73,565,641	)		$	2,986,517
Net loss			-				-				-				-				-				-				-				-				(2,823,738	)			(2,823,738	)
Stock-based compensation expense			-				-				-				-				-				-				152,034				-				-				152,034
Warrants issued in conjunction with convertible debenture			-				-				-				-				-				-				1,174,229				-				-				1,174,229
Dividends on Series B preferred stock in Series A-1 preferred stock			-				-				250				50				-				-				(50	)			-				-				-
Balance, March 31, 2023			2,688,541				537,731				6,880				1,376				12,481			$	2,496				77,365,818				(29,000	)			(76,389,379	)			1,489,042
Net loss			-				-				-				-				-				-				-				-				(3,441,158	)			(3,441,158	)
Stock-based compensation expense			-				-				-				-				-				-				167,630				-				-				167,630
Deemed dividend on Series B preferred stock anti-dilutive provision			-				-				-				-				-				-				48,633				-				(48,633	)			-
Dividends on Series B preferred stock in Series A-1 preferred stock			-				-				250				50				-				-				(50	)			-				-				-
Balance, June 30, 2023			2,688,541			$	537,731				7,130			$	1,426				12,481			$	2,496			$	77,582,031			$	(29,000	)		$	(79,879,170	)		$	(1,784,486	)
Balance			2,688,541			$	537,731				7,130			$	1,426				12,481			$	2,496			$	77,582,031			$	(29,000	)		$	(79,879,170	)		$	(1,784,486	)
Net loss			-				-				-				-				-				-				-				-				(2,849,547	)			(2,849,547	)
Stock-based compensation expense			-				-				-				-				-				-				170,116				-				-				170,116
Issuance of ordinary shares for cashless exercised warrants			121,479				24,296				-				-				-				-				(24,296	)			-				-				-
Issuance of ordinary shares to SportsHub shareholders which were previously reserved for future issuance			23,714				4,743				-				-				-				-				(4,743	)			-				-				-
Deemed dividend on Series B preferred stock anti-dilutive provision			-				-				-				-				-				-				-				-				-				-
Dividends on Series B preferred stock in Series A-1 preferred stock			-				-				72				14				-				-				(14	)			-				-				-
Balance, September 30, 2023			2,833,734			$	566,770				7,202			$	1,440				12,481			$	2,496			$	77,723,094			$	(29,000	)		$	(82,728,717	)		$	(4,463,917	)
Balance			2,833,734			$	566,770				7,202			$	1,440				12,481			$	2,496			$	77,723,094			$	(29,000	)		$	(82,728,717	)		$	(4,463,917	)

 

See accompanying notes to these condensed consolidated financial statements.

 

 

SHARPLINK GAMING LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

Includes cash flow activities from both continuing and discontinued operations		2023				2022
		For the Nine Months Ended September 30,
Includes cash flow activities from both continuing and discontinued operations		2023				2022
Operating activities
Net loss from continuing operations		$	(8,672,446	)		$	(12,542,782	)
Net loss from discontinued operations, net of tax		$	(441,997	)		$	(1,360,286	)
Net loss		$	(9,114,443	)		$	(13,903,068	)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization			600,492				866,204
Amortization of loan costs			8,153				-
Amortization of warrant and debt discount			327,962				-
Amortization of prepaid stock issued for services			129,000				-
Change in fair value of convertible debenture			1,002,243				-
Accrued interest on convertible debenture			216,987				-
Deferred tax expense			18,483				977
Stock-based compensation expense			489,780				2,353,859
Non-cash lease expense			(9,237	)			-
Write-off of amounts related to acquisition of FourCubed			-				4,726,000
Gain on disposal of equipment			-				(480	)
Changes in assets and liabilities
Accounts receivable			(617,810	)			397,857
Unbilled receivable			(81,879	)			(12,122	)
Contract assets			119,706				(182,383	)
Deferred prize expense			(4,993,142	)			-
Prepaid expenses and other current assets			(1,155,538	)			(123,834	)
Accounts payable and accrued expenses			458,414				(485,741	)
Contract liabilities			6,281,750				(13,900	)
Customer deposits and other current liabilities			12,585,290				-
Net cash provided by (used for) operating activities – continuing operations			6,266,211				(6,376,631	)
Net cash provided by (used for) operating activities - discontinued operations			(53,000	)			873,319
Net cash used for operating activities			6,213,211				(5,503,312	)
Investing activities
Proceeds from sale of equipment			-				4,993
Payments relating to the acquisition of FourCubed			-				(441,523	)
Capital expenditures for equipment			(25,850	)			(21,406	)
Capital expenditures for internally developed software			(818,500	)			(135,449	)
Net cash used for investing activities			(844,350	)			(593,385	)
Net cash used for investing activities – discontinued operations			-				(10,443	)
Net cash used for investing activities - continuing operations			(844,350	)			(603,828	)
Financing activities
Net advances to and proceeds from affiliate			-				(61,079	)
Proceeds from convertible debenture			4,000,000				-
Proceeds from debt			-				3,250,000
Proceeds from line of credit			4,629,349				-
Repayments of debt			(758,943	)			(397,993	)
Payments of debt issue costs			(7,500	)			(25,431	)
Net cash generated by financing activities			7,862,906				2,765,497
Net change in cash and restricted cash			13,231,767				(3,341,643	)
Cash and restricted cash, beginning of period			51,105,486				7,780,671
Less cash from discontinued operations			153,000				1,441,873
Cash and restricted cash, end of period			64,184,253			$	2,997,155
Reconciliation of Cash and Restricted Cash
Cash		$	49,309,668			$	2,997,115
Restricted cash			14,874,585				-
Total cash and restricted cash		$	64,184,253			$	2,997,155
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest			485,531				80,848
Cash paid for taxes			86,320				19,916
Non-cash financing activities
Deemed dividend on Series B preferred stock			48,633				-
Discount on convertible debenture and purchase warrant			1,574,229				-
Dividends on Series B preferred stock in Series A-1 preferred stock			1,861				8,088
Extension of maturity of operating lease liability			77,742				-

 

See accompanying notes to these condensed consolidated financial statements.

 

 

SHARPLINK GAMING LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

 

Note 1 - Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared by SharpLink Gaming Ltd. (the “Company,” “SharpLink,” formerly Mer Telemanagement Services or “MTS”, “we,” or “our”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company, the foregoing statements contain all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2023 and December 31, 2022, its results of operations and cash flows for the nine months ended September 30, 2023 and 2022. The condensed consolidated balance sheet as of December 31, 2022, has been derived from the audited consolidated financial statements as of that date. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to rules and regulations of the SEC. Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statement presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2022, which are included the Company’s Annual Report on Form 10-K filed with the SEC on April 5, 2023 and the Form 10-K/A filed with the SEC on July 14, 2023.

 

Nature of Business

 

The Company is an Israeli-based corporation. SharpLink is a leading online technology company that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content. SharpLink uses proprietary, intelligent, online conversion technology and direct-to-player (“D2P”) performance marketing strategies to convert sports fans into sports bettors and online casino game players for licensed, online sportsbook and casino operators. Further, SharpLink, through its SportsHub Games Network Inc. (“SportsHub”) reporting unit, owns and operates an online gaming business that primarily facilitates daily and seasonal peer-to-peer fantasy contests for its end users. The Company also operates a website that provides a variety of services to private fantasy league commissioners, including secure online payment options, transparent tracking and reporting of transactions, payment reminders, in-season security of league funds, and facilitation of prize payouts. SportsHub was acquired by the Company on December 22, 2022.

 

On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. (the “MTS Merger”), which changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol “SBET.” As a result of the MTS Merger, SharpLink, Inc. shareholders owned 86% of the Company, on a fully diluted and as-converted basis, which represented a majority of the voting shares. Additionally, immediately following the closing of the MTS Merger, legacy MTS directors and officers agreed to resign, pursuant to an Agreement and Plan of Merger, dated as of July 26, 2021 (“MTS Merger Agreement”). SharpLink, Inc.’s executives became officers of the Company and new members were appointed to the board of directors. The MTS Merger represented a reverse acquisition in which SharpLink, Inc. was the accounting acquirer and legacy MTS was the accounting acquiree. The Company applied the acquisition method of accounting to the identifiable assets and liabilities of legacy MTS, which were measured at estimated fair value as of the date of the business combination.

 

Reverse Share Split

 

On April 23, 2023, the Company effected a one-for-ten (1:10) reverse share split of all the Company’s share capital and adopted amendments to its Memorandum of Association and Second Amended and Restated Articles of Association (“M&AA”) whereby the Company (i) decreased the number of issued and outstanding ordinary shares, nominal value NIS 0.60  per share, from 26,881,244 to 2,688,541; (ii) reduced the total number of the Company’s authorized shares under its M&AA from 92,900,000 ordinary shares, nominal value NIS 0.06 per share, to 9,290,000 ordinary shares, nominal value NIS 0.60 per share; and (ii) decreased by a ratio of one-for-ten (1:10) the number of retrospectively issued and outstanding ordinary shares. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retrospectively adjusted as of the earliest period presented in the financial statements to reflect the reverse stock split.

 

7

 

 

Reclassifications

 

Certain reclassifications were made to the balance sheet as of December 31, 2022 to conform to the September 30, 2023 method of presentation. Certain reclassifications were made to the consolidated statements of operations for the nine months ended September 30, 2022 to conform to the September 30, 2023 method of presentation. These reclassifications had no effect on reported total current assets, total assets, total current liabilities, total liabilities, total stockholder’s equity, or revenues.

 

Note 2 - Going Concern

 

In the pursuit of SharpLink’s long-term growth strategy and the development of its fan activation and conversion software and related businesses, the Company has sustained continued operating losses. During the nine months ended September 30, 2023 and September 30, 2022, the Company had a net loss from continuing operations of $8,672,446 and $12,542,782 respectively; and cash provided by operating activities from continuing operations of $6,266,211 and cash used for operating activities from continuing operations ($6,376,631), respectively. To fund anticipated future planned losses from operations, on February 13, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with Alpha Capital Anstalt (“Alpha”), a current shareholder of the Company, on February 14, 2023, pursuant to which the Company issued to Alpha an 8% Interest Rate, 10% Original Issue Discount, Senior Convertible Debenture (the “Debenture”) in the aggregate principal amount of $4,400,000 for a purchase price of $4,000,000. In addition, on February 13, 2023, SharpLink, Inc., a Minnesota corporation and wholly owned subsidiary of the Company, entered into a Revolving Credit Agreement with Platinum Bank, a Minnesota banking corporation and executed a revolving promissory note of $7,000,000.

 

The Company is continually evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, equity financing, issuing, or restructuring debt, entering into other financing arrangements, and restructuring operations to increase revenues and decrease expenses. The Company may be unable to access further equity or debt financing when needed or obtain additional liquidity under acceptable terms, if at all. As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.

 

The unaudited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

 

Note 3 - New Accounting Pronouncements

 

Recently Adopted Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The Company adopted ASU 2020-06 on January 1, 2023 and was applied to the Company’s accounting for its convertible debenture and warrants (see Note 8).

 

In June 2016 and subsequently amended in March 2022, the FASB issued ASC 326, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments (“ASC 326”), which replaces the existing incurred loss model with a current expected credit loss (“CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company would be required to use a forward-looking CECL model for accounts receivables, guarantees and other financial instruments. The Company adopted ASC 326 on January 1, 2023 and ASC 326 did not have a material impact on its consolidated financial statements as the Company has not had any historical credit losses.

 

8

 

 

Note 4 - Additional Balance Sheet Information

 

Equipment, net

 

Equipment consists of computers, furniture and fixtures and is presented net of accumulated depreciation of $125,006 and $100,733 as of September 30, 2023 and December 31, 2022, respectively. Depreciation expense for the three months ended September 30, 2023 and 2022 was $8,858 and $5,454 respectively and $24,272 and $18,243 for the nine months ended September 30, 2023 and 2022, respectively.

 

Intangible assets, net

 

Intangible assets, net of accumulated amortization as of September 30, 2023 and December 31, 2022 consisted of the following:

  Schedule of Intangible Assets

		Weighted-average
		amortization period				Cost, Net of				Accumulated
		(years)				Impairment				Amortization				Net
Balance, September 30, 2023
Customer relationships			5 - 10			$	2,643,000			$	586,234			$	2,056,766
Acquired technology			3 - 5				1,433,357				1,245,668				187,689
Tradenames			6				640,000				83,407				556,593
Internally developed software			5				1,145,902				435,221				710,681
Software in development			N/A				458,484				-				458,484
						$	6,320,743			$	2,350,530			$	3,970,213
Balance, December 31, 2022
Customer relationships			5 – 10			$	2,643,000			$	280,636			$	2,362,364
Acquired technology			3 - 5				1,437,050				1,201,739				235,311
Tradenames			6				640,000				3,405				636,595
Internally developed software			5				749,147				288,530				460,617
Software in development			N/A				33,046				-				33,046
						$	5,502,243			$	1,774,310			$	3,727,933

 

Amortization expense on intangible assets was $199,883 and $271,768 for the three months ended September 30, 2023 and 2022, respectively, and $576,220 and $841,983 for the nine months ended September 30, 2023 and 2022, respectively.

 

Goodwill

 

Goodwill as of September 30, 2023 and December 31, 2022 consisted of the following:

 Schedule of Goodwill

		Sports Gaming Client Services				Sports Hub Gaming				Affiliate Marketing Services - International				Total
Balance as of December 31, 2022		$	381,000			$	4,919,928			$	1,615,167			$	6,916,095
Goodwill			-				-				-				-
Less: Impairment charges			-				-				-				-
Balance as of September 30, 2023		$	381,000			$	4,919,928			$	1,615,167			$	6,916,095

 

9

 

 

Note 5 - Acquisitions

 

SportsHub Games Network, Inc. (“SportsHub”)

 

Description of the Transaction

 

On December 22, 2022, SharpLink, through its wholly owned subsidiary, SHGN Acquisition Corp (“Acquirer” or the “Merger Subsidiary”) acquired all of the outstanding capital stock of SportsHub (the “SportsHub Acquisition”), via an Agreement and Plan of Merger, dated as of September 6, 2022 (the “SportsHub Merger Agreement”). In accordance with the terms of the SportsHub Merger Agreement between the Acquirer, SportsHub and an individual acting as the SportsHub stockholders’ representative (the “Stockholder Representative”):

 

	●	SharpLink issued an aggregate of 431,926 ordinary shares to the equity holders of SportsHub, on a fully diluted basis, including 377,985 ordinary shares actually issued on December 22, 2022 and an additional aggregate of 53,941 shares being held in escrow as well as shares held in escrow for indemnifiable losses and for the reimbursement of expenses incurred by the Stockholder Representative in performing his duties pursuant to the SportsHub Merger Agreement. An additional aggregate of 40,585 ordinary shares were reserved for future issuance, including 23,714 ordinary shares reserved for SportsHub shareholders who had yet to provide the applicable documentation required in connection with the SportsHub Acquisition and were issued in June 2023 when the documentation was available. 13,975 ordinary shares underlying the options and 2,896 ordinary shares underlying the warrants remain unissued until the options and/or warrants are exercised.
	●	SportsHub merged with and into the Merger Subsidiary, with the Merger Subsidiary remaining as the surviving corporation and wholly owned subsidiary of SharpLink.
	●	SportsHub, which owned 889,380 ordinary shares of SharpLink prior to the SportsHub Acqusition, distributed those shares to its stockholders immediately prior to the consummation of the SportsHub Acqusition. These shares were not part of the purchase consideration.
	●	SharpLink assumed $5,387,850 of SportsHub’s debt as purchase consideration.

 

Identification of Accounting Acquirer

 

The transaction was accomplished through a direct acquisition, whereby SHGN Acquisition Corp effectively acquired all of the outstanding capital stock of SportsHub, as a result of which SHGN Acquisition Corp obtained control over SportsHub. Therefore, SHGN Acquisition Corp has been determined to be the acquirer in the transaction, and SportsHub the acquiree.

 

Determining the Acquisition Date

 

The Acquirer obtained control of SportsHub following the exchange of consideration on December 22, 2022. Thus, the closing date of December 22, 2022 was the acquisition date.

 

Purchase Price

 

The purchase price is based on SharpLink’s closing share price of $2.90 on December 22, 2022 and 472,513 of ordinary shares as well as the fair value of Seller’s term loan of $1,267,199 and line of credit of $4,120,651. The following table represents the purchase consideration paid in the SportsHub Acquisition:

  Schedule of Purchase Consideration

Description		Amount
Fair Value of Equity Consideration		$	1,370,287
Fair Value of Seller Platinum Line of Credit and Loan			5,387,850
Total Purchase Price		$	6,758,137

 

Purchase Price Allocation

 

The SportsHub Acquisition assets and liabilities were measured at fair values as of December 22, 2022, primarily based on the valuation determined by an independent valuation, which were based on income-based method and relief from royalty method. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions, including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date.

 

10

 

 

The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows:

 Schedule of Fair Value of Assets Acquired and Liabilities Assumed

Assets:
Cash		$	38,255,266
Restricted cash			10,604,004
Accounts receivable			186,712
Prepaid expenses and other current assets			1,916,932
Equipment			11,953
Other long-term assets			95,793
Intangible assets			2,390,000
Total Assets		$	53,460,660
Liabilities:
Accrued expenses		$	284,345
Deferred tax liabilities			48,775
Deferred revenue			3,574,285
Other current liabilities			47,657,117
Other long-term liabilities			106,705
Total liabilities		$	51,671,227
Net assets acquired, excluding goodwill		$	1,789,433
Goodwill			4,968,703
Purchase consideration for accounting acquiree		$	6,758,137

 

The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows:

 Schedule of Fair Value Assumption Asset

						Weighted Average
		Fair Value				Useful Life (Years)
Customer relationships		$	1,550,000				5
Trade names			640,000				6
Acquired technology			200,000				5
		$	2,390,000

 

The excess of consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the SportsHub Acquisition. The goodwill created in the acquisition is not expected to be deductible for tax purposes.

 

As of September 30, 2023, the calculation and allocation of the purchase price to tangible and intangible assets and liabilities are final as well as the recognition and disclosure over warrant and stock option equity awards, see Notes 11 and 12.

 

Transaction Costs

 

SharpLink’s transaction costs incurred in connection with the SportsHub Acquisition were $83,866 for the year ended December 31, 2022. These costs were primarily comprised of professional fees, recorded in selling, general and administrative expenses in the consolidated statement of operations. The transaction costs are not expected to be deductible for tax purposes.

 

Unaudited Pro Forma Information

 

The following unaudited supplemental pro forma financial information presents the financial results for the nine months ended September 30, 2022 as if the SportsHub Acquisition had occurred on January 1, 2022. The pro forma financial information includes, where applicable, adjustments for: (i) a reduction in amortization expense of $574,343 would have been recognized related to the acquired intangible assets in 2022 and (ii) transaction costs and other one-time non-recurring costs which increased expenses by $83,866 in 2022.

 

11

 

 

The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of SportsHub:

  Schedule of Business Acquisition Pro Forma Information

		September 30, 2022
Revenues		$	8,379,821
Loss from continuing operations			(13,873,171	)
Less: dividends accrued on series B preferred stock			(8,088	)
Net loss from continuing operations available to ordinary shareholders			(13,881,259	)
Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders			(1,360,286	)
Net loss available to ordinary shareholders			(15,241,545	)
Basic and diluted:
Net loss from continuing operations per share		$	(5.88	)
Net loss from discontinued operations per share			(0.58	)
Net loss per share		$	(6.45	)

 

The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the SportsHub Acquisition been completed as of the date indicated or the results that may be obtained in the future.

 

Note 6 – Line of Credit

 

The Company, through the SportsHub Acquisition, has available a variable rate (9.0% as  of September 30, 2023) bank line of credit for $5,000,000, expiring June 15, 2025. There was $5,000,000 outstanding as of September 30, 2023.

 

On February 13, 2023, the Company entered into a Revolving Credit Agreement with Platinum Bank (the “Lender”) and executed a variable rate (9.0% as of September 30, 2023) revolving promissory note of $7,000,000, expiring January 26, 2025. As collateral, the Company granted a security interest in and to all of the Company’s right, title and interest in certain assets on account at Platinum Bank, together with all financial assets, security entitlements with respect to such financial assets, investment property, securities and other property, to secure the payment and performance of the revolving credit agreement. There was $3,750,000 outstanding as of as of September 30, 2023. The Company incurred $7,500 in debt issuance costs associated with the revolving note, which are presented net within the line of credit on the balance sheet and amortized on a method which approximates the effective interest method to interest expense on the consolidated statement of operations.

 

Note 7 - Debt

 

On January 31, 2022, FourCubed Acquisition Company, LLC (“FCAC”), a wholly owned subsidiary of the Company, entered into a $3,250,000 term loan agreement with Platinum Bank. The agreement bears annual interest at a rate of 4% and requires a fixed monthly payment of $59,854, consisting of principal and interest, through the term loan’s maturity, which is January 31, 2027. The Company capitalized $25,431 of loan initiation fees associated with the agreement which are presented net within debt on the consolidated balance sheet and amortized on a method which approximates the effective interest method to interest expense on the consolidated statement of operations.

 

The remaining principal balance outstanding on the term loan is $2,238,062 as of September 30, 2023, of which $639,567 is due within the next year. In addition to customary non-financial covenants, the term loan requires FCAC to maintain a minimum quarterly debt service coverage ratio, defined as adjusted EBITDA divided by debt service (interest expense and mandatory debt principal repayment) of 1.20. The Company was in compliance with the debt service coverage ratio as of September 30, 2023. 

 

Included in the SportsHub Acquisition was a $2,000,000 term loan agreement with a financial institution. The agreement bears annual interest at a rate of 5.50% percent and requires a fixed monthly payment of $38,202, consisting of principal and interest, through the term loan’s maturity, which is December 9, 2025. Included in the term loan liability is $29,975 of loan initiation fees associated with the agreement which are presented net within debt on the consolidated balance sheet and amortized on a method which approximates the effective interest method to interest expense on the consolidated statement of operations. The remaining principal balance outstanding on the term loan is $970,986 as of September 30, 2023, of which $415,387 is due within the next year.

 

12

 

 

A summary of the debt agreements is noted below:

  Schedule of Debt

		September 30, 2023
Note Payable – Bank, $2,000,000 principle, secured by assets of SportsHub		$	970,986
Note Payable – Bank, $3,250,000 principle, secured by assets of FCAC			2,238,062
Total			3,209,048
Less unamortized debt issuance costs			11,756
Less current portion			1,054,954
Long-term debt		$	2,142,338

 

The outstanding amount of debt as of September 30, 2023, matures by year as follows:

  Schedule of Outstanding Amount of Debt

Year		Amount
For the remaining three months ended December 31, 2023		$	259,181
2024			1,066,696
2025			1,120,612
2026			700,256
2027			62,303
Total		$	3,209,048

 

The term loan contains a parent company guaranty, which states that the Company will enter into a guaranty agreement in favor of FCAC, pursuant to which the Company will guarantee the repayment of the loan, not later than 30 days following the Company’s anticipated redomicile to the United States, see Note 19.

 

Note 8 - Convertible Debenture and Warrant

 

Convertible Debenture, at Fair Value

 

The Company accounts for convertible debentures using an amortized cost model. The discount for warrants, the Original Issuance Discount (“OID”) and the initial allocation of fair value of compound derivatives reduce the initial carrying amount of the convertible notes. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that related debt.

 

The Company made an irrevocable election at the time of issuance of the Debenture to record the Debenture at its fair value (the “Fair Value Option”) with changes in fair value recorded through the Company’s consolidated statements of operations within other income (expense) at each reporting period. The Fair Value Option provides the Company a measurement basis election for financial instruments on an instrument-by-instrument basis.

 

On February 14, 2023, the Company entered into the SPA with Alpha, a current shareholder of the Company, pursuant to which the Company issued to Alpha, an 8% Interest Rate, 10% Original Issue Discount, Senior Convertible Debenture (the “Debenture”) in the aggregate principal amount of $4,400,000 for a purchase price of $4,000,000 on February 15, 2023. The Debenture is convertible, at any time, and from time to time, at Alpha’s option, into ordinary shares of the Company (the “Conversion Shares”), at an initial conversion price equal to $7.00 per share, subject to adjustment as described below and in the Debenture (the “Conversion Price”). In addition, the Conversion Price of the Debenture was subject to an initial reset immediately prior to the Company’s filing of a registration statement covering the resale of the underlying shares to the lower of $7.00 and the average of the five Nasdaq Official Closing Prices immediately preceding such date (the “Reset Price”). The registration statement on Form S-1 (file No.: 333-271396) was filed on April 21, 2023, and as a result, the Reset Price is now $4.1772. The initial adjustment of the Conversion Price to the Reset Price had a floor price of $3.00 (the “Floor Price”).

 

Commencing November 1, 2023 and continuing on the first day of each month thereafter until the earlier of (i) February 15, 2026 (the “Maturity Date”) and (ii) the full redemption of the Debenture (each such date, a “Monthly Redemption Date”), the Company will redeem $209,524 plus accrued but unpaid interest, and any amounts then owing under the Debenture (the “Monthly Redemption Amount”).   The Monthly Redemption Amount will be paid in cash; provided, that the Company may elect to pay all or a portion of a Monthly Redemption Amount in ordinary shares of the Company, based on a conversion price equal to the lesser of (i) the then Conversion Price of the Debenture and (ii) 80% of the average of the VWAPs (as defined in the Debenture) for the five consecutive trading days ending on the trading day that is immediately prior to the applicable Monthly Redemption Date. The Company may also redeem some or all of the then outstanding principal amount of the Debenture at any time for cash in an amount equal to the then outstanding principal amount of the Debenture being redeemed plus accrued but unpaid interest, liquidated damages and any amounts then owing under the Debenture. These monthly redemption and optional redemptions are subject to the satisfaction of the Equity Conditions (as defined in the Debenture).

 

13

 

 

The Debenture initially accrues interest at the rate of 8% per annum for the first 12 months from the February 15, 2023, at the rate of 10% per annum for the ensuing 12 months, and thereafter until Maturity, at the rate of 12%, Interest may be paid in cash or ordinary shares of the Company or a combination thereof at the option of the Company; provided that interest may only be paid in shares if the Equity Conditions (as defined in the Debenture) have been satisfied, including Shareholder Approval. The Debenture includes a beneficial ownership blocker of 9.99%. The Debenture provides for adjustments to the Conversion Price in connection with stock dividends and splits, subsequent equity sales and rights offerings, pro rata distributions, and certain Fundamental Transactions. In the event the Company, at any time while the Debentures is outstanding, issues or grants any right to re-price, ordinary shares or any type of securities giving rights to obtain ordinary shares at a price below the Conversion Price, Alpha shall be extended full-ratchet anti-dilution protection (subject to customary Exempt Transaction issuances), and such reset shall not be limited by the Floor Price.  

 

At the time of execution, on February 14, 2023, the Company recorded an initial debt discount of $383,333 based on the allocation of fair value for the Debenture, which will be amortized into interest expense over term of the Debenture. For the period from February 14 through September 30, 2023, the Company recognized ($1,002,243) change in fair value of the convertible Debenture which is reflected in Other income and expense in the condensed consolidated statement of operations and $83,333 for the amortization of the OID, which is included in interest expense on the condensed consolidated statement of operations.

 

Purchase Warrant

 

On February 15, 2023, the Company also issued to Alpha a warrant (the “Warrant”) to purchase 880,000 ordinary shares of the Company at an initial exercise price of $8.75 (the “Warrant Shares,” and, together with the Conversion Shares, and any other ordinary shares of the Company that may otherwise become issuable pursuant to the terms of the Debenture and Warrant, the “Underlying Shares”). The Warrant is exercisable in whole or in part, at any time on or after February 15, 2023 and before February 15, 2028. The exercise price of the Warrant was subject to an initial reset immediately prior to the Company’s filing of a proxy statement that included a shareholder proposal to approve the issuance of Underlying Share in excess of 19.99% of the issued and outstanding ordinary shares on the Closing Date (the “Shareholder Proposal”) to the lower of $8.75 and the average of the five Nasdaq Official Closing Prices immediately preceding such date the. As a result, the exercise price has been reset to $4.0704, the average of the five Nasdaq Official Closing Prices immediately preceding April 14, 2023, the date the Company filed its preliminary proxy statement which included the Shareholder Proposal. The Warrant includes a beneficial ownership blocker of 9.99%. The Warrant provides for adjustments to the exercise price, in connection with stock dividends and splits, subsequent equity sales and rights offerings, pro rata distributions, and certain Fundamental Transactions.

 

In the event the Company, at any time while the Warrant is still outstanding, issues or grants any right to re-price, ordinary shares or any type of securities giving rights to obtain ordinary shares at a price below exercise price, Alpha shall be extended full-ratchet anti-dilution protection on the Warrant (reduction in price, only, no increase in number of Warrant Shares, and subject to customary Exempt Transaction issuances), and such reset shall not be limited by the Floor Price.

 

At the time of execution, the Company classified the Warrant as an equity contract and performed an initial fair value measurement. As the Warrant was issued with the sale of the Debenture, the value assigned to the Warrant was based on an allocation of proceeds, subject to the allocation to the Debenture. The Company recorded a debt discount for the Warrant of $1,174,229, based on the Black Scholes option-pricing model which was calculated independently of the fair value of the Debenture, and recorded the Warrant as additional paid in capital in the condensed consolidated balance sheet as of September 30, 2023. Amortization of the debt discount amounted to $244,631 for the period ended September 30, 2023 and is included in interest expense on the condensed consolidated statements of operations.

 

The following provides a summary of the Convertible Debenture recorded at fair value as of September 30, 2023:

 Summary of Convertible Debenture Recorded at Fair value

Principle amount of convertible debenture at issuance:		$	4,400,000
Unamortized discount for warrants			(929,598	)
Unamortized discount for OID			(316,669	)
Accrued interest expense			216,987
Change in fair value			1,002,243
Balance of convertible debenture as of September 30, 2023:			4,372,963

 

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Note 9 - Fair Value

 

In accordance with fair value accounting guidance, the Company determines fair value based on the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The inputs used to measure fair value are classified into the following hierarchy:

 

	●	Level 1: Unadjusted quoted prices in active markets for identical instruments that are accessible as of the measurement date
	●	Level 2: Other significant pricing inputs that are either directly or indirectly observable
	●	Level 3: Significant unobservable pricing inputs, which result in the use of management’s own assumptions

 

As disclosed in Note 8, the Debenture and the Warrant were reported at fair value at issuance. The   Debenture is adjusted to fair value on a recurring basis with changes in fair value recorded through the Company’s condensed consolidated statements of operations as other income (expense) for the nine months ended September 30, 2023.

 

The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy on September 30, 2023:

 Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value

		Convertible Debenture				Purchase Warrant
Level I		$	-			$	-
Level II		$	-			$	-
Level III		$	4,372,963			$	1,174,229
Total		$	4,372,963			$	1,174,229

 

The following table presents a reconciliation of the beginning and ending balances of the Debenture measured at fair value on a recurring basis that uses significant unobservable inputs (Level 3) and the related expenses and losses recorded in the consolidated statement of operations during the nine months ended September 30, 2023.

 Significant Unobservable Inputs (level 3) and Related Expenses and Losses

Fair Value, December 31, 2022		$	-
Issuance of convertible debenture			2,825,771
Accretion for discount for warrants			244,629
Accretion for discount for OID			83,333
Interest expense			216,987
Change in fair value			1,002,243
Fair Value, September 30, 2023		$	4,372,963

 

The fair value of the Debenture was determined using a Monte Carlo Simulation (“MCS”) which incorporates the probability and timing of the consummation of a Fundamental Transaction event and conversion of the Debenture as of the valuation date.

 

The MCS implied a discount rate at issuance that resulted in a total value to the debenture and warrants that equated to the transaction proceeds. This discount rate was 75.28% at issuance and was calibrated to the September 30, 2023 valuation date by comparing the B rated commercial paper credit spread at both dates. B spreads as follows:

 Schedule of B Spreads

Issuance February 14, 2023			4.13	%
Fair Value September 30, 2023			2.81	%

 

On September 30, 2023, the Company valued the Debenture using a Monte Carlo Simulation model using the value of the underlying stock price of $1.60, exercise price of $8.75, expected dividend rate of 0%, risk-free interest rate of 4.83% and volatility of 66.3%. The Company estimated the term of the warrant to be 2.38 years.

 

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Note 10 - Convertible Preferred Stock

 

On July 26, 2021, the Company’s board authorized the establishment and designation of 52,502 shares of Series A-1 Preferred Stock at $0.10 par value.

 

Terms of the Series A-1 Preferred Stock are as follows:

 

Voting – Series A-1 Preferred Stock has equal rights to vote on all matters submitted to a vote of the Ordinary Shares (on an as-converted basis, but only up to the number of votes equal to the number of Ordinary Shares into which the Preferred Shares would be convertible pursuant to the Beneficial Ownership Limitation), however, without the affirmative vote of the majority of the outstanding shares of Series A-1 Preferred Stock, the Company cannot (a) alter or change adversely the powers, preferences or rights given to the Series A-1 Preferred Stock, authorize or create any class of stock ranking in priority to as to dividends, redemption or distribution of assets upon a liquidation, (c) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series A-1 Preferred Stock, or (e) enter into any agreement with respect to any of the above.

 

Liquidation – Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, Series A-1 Preferred Stock holders shall be entitled to receive out of the assets an amount equal to the stated value of $16.246 per share, plus any accrued and unpaid dividends   thereon and any other fees or liquidated damages then due (the preferred liquidation preference), for each share of Series A-1 Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities.

 

Conversion – Each share of Series A-1 Preferred Stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series A-1 Preferred Stock by the conversion price, $16.246 per share. The conversion price would be reduced if the Company issues common stock at a price lower than the conversion price or issues an instrument granting the holder rights to purchase common stock at a price lower than the conversion price. Upon the closing of the Going Public Transaction all outstanding shares of Series A-1 preferred stock shall automatically be converted into that number of shares of common stock, subject to a beneficial ownership limitation of 9.99%, determined by dividing the stated value of such share of Series A-1 Preferred Stock by the conversion price.  

 

On July 26, 2021, the Company’s board authorized the establishment and designation of 276,582 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) at $0.10 par value.

 

Terms of the Series B Preferred Stock are as follows:

 

Voting – Series B Preferred Stock shall have no voting rights, however, without the affirmative vote of the majority of the outstanding shares of Series B Preferred Stock, the Company cannot (a) alter or change adversely the powers, preferences or rights given to the Series B preferred stock, (b) authorize or create any class of stock ranking in priority to as to dividends, redemption or distribution of assets upon a liquidation, (c) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the above.

 

Dividends - Holders of each share of Series B preferred stock shall be entitled to receive cumulative dividends until the second anniversary of the Original Issue date of July 26, 2021 at the rate per share (as a percentage of the stated value per share) of 8% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the issuance of such share of Series B preferred stock and on each conversion date in cash, or at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of preferred A-1 shares, or a combination thereof. In accordance with the Series B preferred stock terms, dividends of Series A-1 preferred stock are accrued on a quarterly basis, within additional paid in capital. A total of 7,202 shares at a value of $326,356 have been recorded in additional paid in capital as of the year ended September 30, 2023. The Company stopped accruing dividends as of July 26, 2023.

 

Liquidation – Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, Series B Preferred Stock holders shall be entitled to receive out of the assets an amount equal to the stated value of $16.246 per share, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due (the preferred liquidation preference), for each share of Series B Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities.

 

16

 

 

Conversion – Each share of Series B Preferred Stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series B Preferred Stock by the conversion price, $16.246 per share. The conversion price would be reduced if the Company issues common stock at a price lower than the conversion price or issues an instrument granting the holder rights to purchase common stock at a price lower than the conversion price. Upon the closing of the Going Public Transaction all outstanding shares of Series B Preferred Stock shall automatically be converted into that number of shares of common stock, subject to a beneficial ownership limitation of 9.99%, determined by dividing the stated value of such share of Series B Preferred Stock by the conversion price.

 

Anti-Dilution Adjustment – If and whenever the Company issues of sells ordinary shares for a consideration price that is less than the Series B Preferred Shares Conversion Price, then immediately after such Dilutive Issuance, the Conversion Price of the Series B Preferred Shares shall be reduced to equal the Discounted Per Share Ordinary Share Purchase Price and the holders are entitled to receive a number of conversion shares, but in no event shall the Conversion Price become lower than the greater of (i) $2.00 or  (ii) 20% of the closing price on the Trading Day immediately prior to the Effective Date   .

 

Deemed Dividend – On February 14, 2023, the Company executed an SPA with a current shareholder of the Company (see Note 8) which triggered the anti-dilution adjustment for Series B Preferred Shares. As such, the Company recognized a deemed dividend of $48,633 for an additional 16,486 shares in incremental share value as an adjustment to accumulated deficit and additional paid in capital for the period ended September 30, 2023.

 

The Company had total shares outstanding of no share of Preferred A outstanding as of September 30, 2023 and 2022. As of September 30, 2023 and 2022, the Company had 7,202 and 6,131 Preferred Series A-1 and 12,481 and 12,481 shares of Series B Preferred Stock outstanding, respectively.

 

Note 11 - Warrants

 

In conjunction with the Convertible Debenture and Warrant issuance on February 14, 2023, 266,667 warrants that were previously issued to Alpha on November 19, 2021 were revalued on February 14, 2023, reducing the exercise price from $45.00 per warrant share to $0.60 per warrant share. The Company performed a Black Scholes model for the re-pricing of the warrants using the value of the underlying stock price of $5.10 stock price, exercise price of $0.60, expected dividend rate of 0%, risk-free interest rate of 4.04% and volatility of 52.57% and remaining term of 2.9 years. These same assumptions were applied to the Warrant as discussed in Note 8. The value allocated to the warrants on November 19, 2021 was $11,435 and recorded in Additional Paid-In Capital. The fair value of the re-priced warrants on February 15, 2023 was $1,218,205, an increase of $1,206,771. The incremental value of the warrants is also recorded in Additional Paid-In Capital as of September 30, 2023 as a deemed dividend.

 

On June 6, 2023, an investor exercised 125,359 warrants via a cashless exercise for 121,479 ordinary shares.

 

On June 14, 2023, the Company filed a registration statement on Form S-1 (file number: 333-272652) with the SEC to register 266,667 ordinary shares issuable upon exercise of the purchase warrants issued to Alpha in November 2021. The registration statement on Form S-1 was deemed effective on September 29, 2023.

 

During the nine months ended September 30, 2023, the Company recognized 3,015 warrants acquired during the SportsHub Acquisition, see Note 5. The warrants have an exercise price of $17.90 and expire October 29, 2028.

 

Following is a summary of the Company’s warrant activity for the nine-month period ended September 30, 2023:

 Schedule of Warrant Activity

		Number of Shares				Weighted Average Exercise Price per Share				Weighted Average Remaining Life (Years)
Outstanding as of December 31, 2022			400,359			$	0.82				2.83
Previously issued regular warrants			(266,667	)			(45.00	)			0.49
Revalued regular warrants			266,667				0.60				0.49
Exercised			(125,359	)			(0.01	)			-
Issued and vested			883,015				4.15				3.34
Outstanding as of September 30, 2023			1,158,015			$	3.43				3.84

 

17

 

 

Note 12 - Stock Compensation

 

Option awards are generally granted with an exercise price equal to the market price of the Company’s ordinary shares at the date of grant; those options generally vest based on three years of continuous service and have ten-year contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the plans.

 

The fair value of each option award is estimated on the date of grant using a Black Scholes option-pricing model. The Company uses historical option exercise and termination data to estimate the term the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date. The expected volatility is determined using the volatility of peer companies. The Company’s underlying stock has been publicly traded since the date of the MTS Merger. Subsequent to the MTS Merger, option grants made under the SharpLink Inc. 2021 Plan utilized the publicly traded stock price of the Company on the day of the option award. All option grants made under the SharpLink, Inc. 2020 Stock Incentive Plan were prior to the MTS Merger. The underlying SharpLink, Inc. stock under that plan was not publicly traded but was estimated on the date of the grants using valuation methods that consider valuations from recent equity financings as well as future planned transactions. All option grants made under the SportsHub Games Network Inc. 2018 Incentive Plan were prior to the SportsHub Acquisition. The underlying SportsHub stock under that plan was not publicly traded but was estimated on the date of the grants using valuation methods that consider valuations from recent equity financings as well as future planned transactions.

 

The fair value of each stock option grant is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions:

 

 Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions

		September 30, 2023
Expected volatility			53.6-116.6	%
Expected dividends			0.0	%
Expected term (years)			5.7
Risk-free rate			3.4 – 4.3	%
Fair value of ordinary shares on grant date		$	1.70 – $4.03

 

The summary of activity under the plans as of September 30, 2023, and change during the nine months ended September 30, 2023 is as follows:

 Schedule of Stock Option Activity

						Weighted				Weighted average
						average				remaining				Aggregate
Options		Shares				exercise price				contractual term				intrinsic value
Outstanding as of December 31, 2022			288,914				11.40								7,750
Granted			155,755				4.46
Exercised			—				—
Acquired1			14,552				14.16
Forfeited			(7,112	)			5.70
Expired			(1,413	)			8.84
Outstanding as of September 30, 2023			450,696				9.21				8.9				4,000
Exercisable as of September 30, 2023			211,949				11.47				8.5				4,000

 

1

During the nine months ended September 30, 2023, the Company recognized 14,552 options that were acquired during the SportsHub Acquisition, see Note 5. The options have an exercise price of $14.16 and expire December 21, 2032. The options were fully vested upon the SportsHub acquisition.

 

Unamortized stock compensation expense of $894,970 as of September 30, 2023, will be amortized through 2026 and has a weighted average recognition period of three years.

 

18

 

 

Note 13 - Operating Segments

 

The Company has four operating segments: Affiliate Marketing Services – United States, Affiliate Marketing Services – International, Sports Gaming Client Services and SportsHub Games Network. Each operating segment is also a reportable segment. The Enterprise Telecom Expense Management (“Enterprise TEM”) business unit is reflected in discontinued operations (see Note 16). The Enterprise TEM and Affiliate Marketing Services – International segments are a result of the MTS Merger and FourCubed acquisition, respectively, in 2021. The Enterprise TEM segment will not be presented going forward due to its sale on December 31, 2022.

 

The Affiliate Marketing Services – United States segment operates a performance marketing platform which owns and operates state-specific web domains designed to attract, acquire and drive local sports betting and casino traffic directly to the Company’s sportsbook and casino partners which are licensed to operate in each respective state. The Company earns a commission from sportsbooks and casino operators on new depositors directed to them via our proprietary D2P websites in America. In addition, this segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee.

 

The Affiliate Marketing Services – International segment is an iGaming and affiliate marketing network, focused on delivering quality traffic and player acquisitions, retention and conversions to global iGaming operator partners worldwide in exchange for a commission (cost per acquisition or portion of net gaming revenues) paid to the Company by the partners for the new players referred to them.

 

The Sports Gaming Client Services segment provides its clients with development, hosting, operations, maintenance, and service of free-to-play games and contests. These relationships can be either software-as-service (“SaaS”) arrangements that are hosted by SharpLink and accessed through its clients’ websites or other electronic media; or software licenses that allow the client to take the software on premise.

 

The SportsHub Games Network segment owns and operates a variety of real-money fantasy sports and sports simulation games and mobile apps on its platform; and is licensed or authorized to operate in every state in the United States where fantasy sports play is legal and in which SportsHub has elected to operate based on the financial viability of operating there.

 

The Enterprise TEM segment is a global provider of solutions for telecommunications expense management, enterprise mobility management, call usage and accounting software. The segment’s TEM solutions allow enterprises and organizations to make smarter choices with their telecommunications spending at each stage of the service lifecycle, including allocation of cost, proactive budget control, fraud detection, processing of payments and spending forecasting. The Enterprise TEM segment is reflected as discontinued operations in 2023 and 2022 and was sold on December 31, 2022. See Note 16.

 

Any intercompany revenues or expenses are eliminated in consolidation.

 

A measure of segment assets and liabilities has not been currently provided to the Company’s chief operating decision maker and is therefore not presented below.

 

Summarized financial information for the Company’s reportable segments for the three and nine months ended September 30, 2023 and 2022 are shown below:

 

For the three months ended September 30, 2023:

Schedule of Companies Reportable Segments

		Affiliate Marketing Services - United States				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Enterprise TEM				Total
Revenues		$	231,921			$	1,191,964			$	420,100			$	1,425,939			$	-			$	3,269,924
Cost of revenues			167,109				840,308				628,499				497,688				-				2,133,604
Loss from operations			(1,741,432	)			(114,696	)			(274,914	)			(327,710	)			-				(2,458,752	)
Loss from discontinued operations			-				-				-				-				(148,000	)			(148,000	)
Net income (loss)		$	(2,338,783	)		$	(140,399	)		$	(276,374	)		$	54,009			$	(148,000	)		$	(2,849,547	)

 

19

 

 

For the three months ended September 30, 2022:

 

		Affiliate Marketing Services - United States				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Enterprise TEM				Total
Revenues		$	114,972			$	760,585			$	417,117			$	-			$	-			$	1,292,674
Cost of revenues			25,484				489,808				589,403				-				-				1,104,695
Loss from operations			(1,439,115	)			(143,500	)			(334,584	)			-				-				(1,917,199	)
Loss from discontinued operations			-				-				-				-				(104,633	)			(104,633	)
Net income (loss)		$	(1,432,493	)		$	(175,897	)		$	(334,584	)		$	-			$	(104,633	)		$	(2,047,607	)

 

For the nine months ended September 30, 2023:

 

		Affiliate Marketing Services - United States				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Enterprise TEM				Total
Revenues		$	817,268			$	3,325,128			$	2,183,644			$	3,591,631			$	-			$	9,917,671
Cost of revenues			574,841				2,300,084				2,325,107				1,272,367				-				6,472,399
Loss from operations			(5,834,870	)			(312,551	)			(366,747	)			(1,055,551	)			-				(7,569,719	)
Loss from discontinued operations			-				-				-				-				(441,997	)			(441,997	)
Net income (loss)		$	(7,548,726	)		$	(394,124	)		$	(368,207	)		$	(361,389	)		$	(441,997	)		$	(9,114,443	)

 

For the nine months ended September 30, 2022:

 

		Affiliate Marketing Services - United States				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Enterprise TEM				Total
Revenues		$	285,004			$	2,524,547			$	2,130,713			$	-			$	-			$	4,940,264
Cost of revenues			70,771				1,533,373				2,430,693				-				-				4,034,837
Loss from operations			(6,811,370	)			(5,050,662	)			(623,359	)			-				-				(12,485,391	)
Loss from discontinued operations			-				-				-				-				(1,360,286	)			(1,360,286	)
Net income (loss)		$	(6,781,946	)		$	(5,137,477	)		$	(623,359	)		$	-			$	(1,255,654	)		$	(13,903,068	)

 

Summarized revenues by country in which the Company operated for the three and nine months ended September 30, 2023 and 2022 are shown below:

 Schedule of Revenues by Country

Three Months Ended September 30, 2023		Affiliate Marketing Services - United States				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Total
United States		$	231,921			$	-			$	420,100			$	1,425,939			$	2,077,960
Rest of World			-				1,191,964				-				-				1,191,964
Revenues		$	231,921			$	1,191,964			$	420,100			$	1,425,939			$	3,269,924
Three Months Ended September 30, 2022
United States		$	114,972			$	-			$	417,117			$	-			$	532,089
Rest of World			-				760,585				-				-				760,585
Revenues		$	114,972			$	760,585			$	417,117			$	-			$	1,292,674

 

Nine Months Ended September 30, 2023		Affiliate Marketing Services - United States				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Total
United States		$	817,268			$	-			$	2,183,644			$	3,591,631			$	6,592,543
Rest of World			-				3,325,128				-				-				3,325,128
Revenues		$	817,268			$	3,325,128			$	2,183,644			$	3,591,631			$	9,917,671
Nine Months Ended September 30, 2022
United States		$	285,004			$	-			$	2,130,713			$	-			$	2,415,717
Rest of World			-				2,524,547				-				-				2,524,547
Revenues		$	285,004			$	2,524,547			$	2,130,713			$	-			$	4,940,264

 

The Company does not have material tangible long-lived assets in foreign jurisdictions.

 

20

 

 

The Company’s Sports Gaming Client Services and Affiliate Marketing Services – International segments derive a significant portion of their revenues from several large customers. The table below presents the percentage of consolidated revenues derived from large customers:

 

Schedule of Percentage of Consolidated Revenues Derived from Large Customers

		September 30, 2023				September 30, 2022
Customer A			15	%			39	%
Customer B			14	%			4	%
Customer C			7	%			15	%
Customer			7	%			15	%

 

Note 14 - Revenue Recognition

 

The Company combines its revenue into the following categories:

 Schedule of Revenue Recognition

For the three months ended September 30, 2023		Affiliate Marketing Services - U.S.				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Total
Software-as-a-service		$	74,554			$	-			$	420,100			$	-			$	494,654
Fee revenue			-				-				-				1,425,939				1,425,939
Services and other			157,367				1,191,964				-				-				1,349,331
Total		$	231,921			$	1,191,964			$	420,100			$	1,425,939			$	3,269,924

 

For the three months ended September 30, 2022		Affiliate Marketing Services - U.S.				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Total
Software-as-a-service		$	111,227			$	-			$	417,117			$	-			$	528,344
Fee revenue			-				-				-				-				-
Services and other			3,745				760,585				-				-				764,330
Total		$	114,972			$	760,585			$	417,117			$	-			$	1,292,674

 

For the nine months ended September 30, 2023		Affiliate Marketing Services - U.S.				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Total
Software-as-a-service		$	216,778			$	-			$	2,183,644			$	-			$	2,400,422
Fee revenue			-				-				-				3,591,631				3,591,631
Services and other			600,490				3,325,128				-				-				3,925,618
Total		$	817,268			$	3,325,128			$	2,183,644			$	3,591,631			$	9,917,671

 

For the nine months ended September 30, 2022		Affiliate Marketing Services - U.S.				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Total
Software-as-a-service		$	281,259			$	-			$	2,130,713			$	-			$	2,411,972
Fee revenue			-				-				-				-				-
Services and other			3,745				2,524,547				-				-				2,528,292
Total		$	285,004			$	2,524,547			$	2,130,713			$	-			$	4,940,264

 

The Company’s license contracts contain promises to transfer multiple products to the customer. Judgment is required to determine whether each product is considered to be a distinct performance obligation that should be accounted for separately under the contract. We have elected to utilize the “right to invoice” practical expedient under ASC 606 which allows us to recognize revenue for our performance under the contract for the value which we have provided to the customer during a period of time in our contract with them.

 

Determining whether licenses are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. In some arrangements, such as the Company’s license arrangements, the Company has concluded that the individual licenses are distinct from each other. In others, like the Company’s SaaS arrangements, the software development and final product are not distinct from each other because they are highly integrated and therefore the Company has concluded that these promised goods are a single, combined performance obligation.

 

The Company is required to estimate the total consideration expected to be received from contracts with customers. In certain circumstances, the consideration expected to be received is fixed based on the specific terms of the contract or based on the Company’s expectations of the term of the contract. The Company has not experienced significant returns from or refunds to customers. These estimates require significant judgment and the change in these estimates could have an effect on its results of operations during the periods involved.

 

The Company follows a five-step model to assess each sale to a customer; identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue recognized point in time and over time is presented by period below:

 

21

 

 

For the three months ended September 30, 2023:

 Schedule of Revenue Recognized Point in Time and Over Time

		Affiliate Marketing Services - U.S.				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Total
Point in time		$	157,367			$	1,191,964			$	-			$	360,088			$	1,709,419
Over time			74,554				-				420,100				1,065,851				1,560,505
Total		$	231,921			$	1,191,964			$	420,100			$	1,425,939			$	3,269,924

 

For the three months ended September 30, 2022:

 

		Affiliate Marketing Services - U.S.				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Total
Point in time		$	3,745			$	760,585			$	-			$	-			$	764,330
Over time			111,227				-				417,117				-			$	528,344
Total		$	114,972			$	760,585			$	417,117			$	-			$	1,292,674

 

For the nine months ended September 30, 2023:

 

		Affiliate Marketing Services - U.S.				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Total
Point in time		$	600,490			$	3,325,128			$	-			$	1,031,113			$	4,956,731
Over time			216,778				-				2,183,644				2,560,518				4,960,940
Total		$	817,268			$	3,325,128			$	2,183,644			$	3,591,631			$	9,917,671

 

For the nine months ended September 30, 2022:

 

		Affiliate Marketing Services - U.S.				Affiliate Marketing Services - International				Sports Gaming Client Services				SportsHub Gaming Network				Total
Point in time		$	3,745			$	2,524,547			$	-			$	-			$	2,528,292
Over time			281,259				-				2,130,713				-			$	2,411,972
Total		$	285,004			$	2,524,547			$	2,130,713			$	-			$	4,940,264

 

The Company’s assets and liabilities related to its contracts with customers were as follows:

 Schedule of Contract Assets and Liabilities

		September 30, 2023				December 31, 2022
Accounts receivable		$	1,394,340			$	776,530
Unbilled revenue			128,879				47,000
Contract assets			99,410				219,116
Contract liabilities			(8,448,201	)			(2,166,451	)

 

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract advanced billings on the Company’s consolidated balance sheet. The Company has an enforceable right to payment upon invoicing and records contract liabilities when revenue is recognized subsequent to invoicing. The Company recognized unbilled revenue when revenue is recognized prior to invoicing.

 

The Company recognized contract assets related to direct costs incurred to fulfil the contracts. These costs are primarily labor costs associated with the development of the software. The Company defers these costs and amortizes them into cost of revenues over the period revenues are recognized.

 

The activity in the contract assets for the nine months ended September 30, 2023 is as follows:

 

Schedule of Contract Assets

		Amount
Balance as of December 31, 2022		$	219,116
Labor costs expensed			(577,956	)
Labor costs deferred			458,250
Balance as of September 30, 2023		$	99,410

 

22

 

 

The Company recognizes contract liabilities for cash received from its users prior to recognition of revenue to fulfil its contracts. The payments received are primarily from the Company’s operation of its own online gaming business. The Company defers the revenue and recognizes it throughout the online game’s respective season.

 

The activity in the contract liabilities for the nine months ended September 30, 2023 is as follows:

 

Schedule of Contract Liabilities

		Amount
Balance as of December 31, 2022		$	(2,166,451	)
Revenue recognized or reclassified			10,374,078
Deferred revenue			(16,655,828	)
Balance as of September 30, 2023		$	(8,448,201	)

 

All contract liabilities at September 30, 2023 and December 31, 2022 were recognized as revenue or expected to be recognized within the next fiscal year. All other activity in contract liabilities is due to the timing of invoices in relation to the timing of revenue as described above.

 

Contracted but unsatisfied performance obligations were approximately $410,110   and $850,000 as of September 30, 2023 and December 31, 2022, respectively, of which the Company expects to recognize the entire amount in revenue over the next year.

 

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, and not to facilitate financing arrangements.

 

The Company had three customers that accounted for approximately 36% of revenue for the nine months ended September 30, 2023. There was $451,035 due from these customers at September 30, 2023.

 

The Company had three customers that accounted for approximately 59% of revenue for the nine months ended September 30, 2022. There was $322,085 due from these customers at September 30, 2022.

 

Note 15 – Income Taxes

 

On a quarterly basis, we estimate our annual effective tax rate and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction. The effective tax rate for the nine-month period ended September 30, 2023 was (0.32%); and for the nine-month period ended September 30, 2022, it was (0.01)%.

 

Note 16 – Discontinued Operations

 

In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meets the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations.

 

In June 2022, the Company’s board of directors authorized management to enter into negotiations to sell MTS. The Company negotiated a Share and Asset Purchase Agreement which was closed on December 31, 2022. The majority of the assets of the primary reporting unit within MTS were sold. The assets and liabilities remaining post transaction are in the process of winding down subsequent to the year ended December 31, 2022. Accordingly, the assets and liabilities of the MTS business are separately reported as assets and liabilities from discontinued operations as of September 30, 2023 and December 31, 2022. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations.

 

23

 

 

Prior to the sale of MTS on December 31, 2022, the Enterprise TEM operating segment’s performance obligations are satisfied either overtime (managed services and maintenance) or at a point in time (software licenses). Professional services rendered after implementation are recognized as performed. Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Many of the Enterprise TEM operating segment’s agreements include software license bundled with maintenance and supports. The Company allocates the transaction price for each contract to each performance obligation identified in the contract based on the relative standalone selling price (SSP). The Company determines SSP for the purposes of allocating the transaction price to each performance obligation by considering several external and internal factors including, but not limited to, transactions where the specific element sold separately, historical actual pricing practices in accordance with ASC 606, Revenues from Contracts with Customers. The determination of SSP requires the exercise of judgement. For maintenance and support, the Company determines the SSP based on the price at which the Company sells a renewal contract.

 

A reconciliation of the major classes of line items constituting the loss from discontinued operations, net of income taxes as presented in the condensed consolidated statements of operations for the nine months ended September 30, 2023 and 2022 (unaudited) is summarized in the table below.

 

Summary Reconciliation of Discontinued Operations

 Summary Reconciliation of Discontinued Operations

		Three months ended September 30, 2023				Three months ended September 30, 2022				Nine months ended September 30, 2023				Nine months ended September 30, 2022
Revenues		$	-			$	862,239			$	-			$	2,732,069
Cost of Revenues			3,500				435,896				10,500				1,480,072
Gross (Loss) Profit			(3,500	)			426,343				(10,500	)			1,251,997
Operating Expenses
Selling, general, and administrative expenses			139,000				548,435				416,997				1,391,726
Goodwill and intangible asset impairment expense			-				-				-				1,224,671
Total operating expenses			139,000				548,435				416,997				2,616,397
Operating Loss			(142,500	)			(122,092	)			(427,497	)			(1,364,400	)
Other Income and Expense			(3,500	)			20,459				(10,500	)			8,114
Total other income and expense			(3,500	)			20,459				(10,500	)			8,114
Loss Before Income Taxes			(146,000	)			(101,633	)			(437,997	)			(1,356,286	)
Provision for income tax expenses			2,000				3,000				4,000				4,000
Loss from discontinued operations		$	(148,000	)		$	(104,633	)		$	(441,997	)			(1,360,286	)

 

The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of September 30, 2023 (unaudited) and December 31, 2022:

 Schedule of Major Classes of Assets and Liabilities

24

 

 

		September 30, 2023				December 31, 2022
		(Unaudited)
Carrying amounts of major classes of assets included as part of discontinued operations:
Current Assets
Cash		$	153,000			$	648,000
Accounts receivable, net of allowance			69,000				191,000
Prepaid expenses and other current assets			164,000				187,000
Equipment, net			3,000				5,000
Other Assets			-				279,000
Total current assets		$	389,000			$	1,310,000

 

		September 30, 2023				December 31, 2022
		(Unaudited)
Carrying amounts of major classes of liability included as part of discontinued operations:
Current Liabilities
Accrued expenses		$	82,100			$	374,879
Contract liabilities			3,000				2,000
Other current liabilities			736,398				838,274
Total current liabilities		$	821,498			$	1,215,153

 

Note 17 – Net Loss Per Share

 

The calculation of loss per share and weighted-average shares of the Company’s ordinary shares outstanding for the periods presented are as follows:

 Schedule of Loss Per Share and Weighted-average

		2023				2022				2023				2022
		Three months ended September 30								Nine months ended September 30
		2023				2022				2023				2022
Net loss from continuing operations		$	(2,701,547	)		$	(1,942,974	)		$	(8,672,446	)		$	(12,542,782	)
Less: deemed dividends on Series B preferred stock			-				-				(48,633	)			-
Less: dividends on series B preferred stock			(213	)			(2,247	)			(1,861	)			(8,088	)
Net loss from continuing operations available to ordinary shareholders			(2,701,760	)			(1,945,221	)			(8,722,940	)			(12,550,870	)
Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders			(148,000	)			(104,633	)			(441,997	)			(1,360,286	)
Net loss available to ordinary shareholders		$	(2,849,760	)		$	(2,049,854	)		$	(9,164,937	)		$	(13,911,156	)
Basic and diluted weighted-average shares outstanding			2,863,607				2,361,974				2,736,583				2,361,974
Basic and diluted:
Net loss from continuing operations per share		$	(0.94	)		$	(0.82	)		$	(3.19	)		$	(5.31	)
Net income (loss) from discontinued operations per share			(0.05	)			(0.04	)			(0.16	)			(0.58	)
Net loss per share		$	(0.99	)		$	(0.86	)		$	(3.35	)		$	(5.89	)

 

25

 

 

The redeemable Series B convertible preferred stock is a participating security, whereby if a dividend is declared to the holders of ordinary shares, the holders of preferred stock would participate to the same extent as if they had converted the preferred stock to ordinary shares.

 

For the periods presented, the following securities were not required to be included in the computation of diluted shares outstanding:

 

Schedule of computation of diluted shares outstanding:

Schedule of Computation of Diluted Shares Outstanding

		September 30, 2023				September 30, 2022
Stock options			450,696				258,412
Series A-1 preferred stock			7,202				6,131
Series B preferred stock			12,481				12,481
SportsHub warrants			3,015				-
Prefunded warrants			-				125,359
MTS warrants			8,333				8,333
Purchase warrants			880,000				-
Regular warrants			266,667				266,667
Total			1,628,394				677,383

 

Note 18 – Related Party Transactions

 

The Company uses Brown & Brown (“Brown”) as an insurance broker. Brown is considered a related party as an executive of Brown serves on the board of directors for the Company. The Company paid $700,975 and $921,640   for the nine months ending September 30, 2023 and 2022, respectively for insurance coverage brokered by Brown. The Company’s director earned no commissions for the placement of these policies.

 

The Company leases office space in Canton, Connecticut from CJEM, LLC, which is owned by an officer and director of the Company. The Company paid rent expense of $28,800 for the nine months ended September 30, 2023 and 2022 related to this lease.

 

Note 19 – Subsequent Events

 

The Company performed an evaluation of subsequent events for potential recognition and disclosure past the date of the financial statements’ issuance.

 

Pending Domestication Merger

 

On June 14, 2023, the Company (or “SharpLink Israel”), SharpLink Gaming, Inc., a Delaware corporation and a wholly owned subsidiary of SharpLink Israel (“SharpLink US”), and SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink US (“Domestication Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization (as amended July 24, 2023, the “Domestication Merger Agreement”), pursuant to which Domestication Merger Sub will be merged with and into SharpLink Israel, with SharpLink Israel being the surviving entity and continuing as a wholly  owned subsidiary of SharpLink US (the “Domestication Merger”).

 

Under the Domestication Merger Agreement, SharpLink Israel will become a wholly owned subsidiary of a Delaware corporation by the Domestication Merger Sub merging with and into SharpLink Israel, with SharpLink Israel surviving the Domestication Merger and becoming a wholly owned subsidiary of SharpLink US. In connection with the Domestication Merger, all SharpLink Israel ordinary shares, par value NIS 0.60 per share (the “SharpLink Israel Shares”), outstanding immediately prior to the Domestication Merger will convert, on a one-for-one basis, into the right to receive, and become exchangeable for, shares of common stock of SharpLink US, par value $0.0001 per share (the “SharpLink US Common Stock”), and all preferred shares, options and warrants of SharpLink Israel outstanding immediately prior to the Domestication Merger will be converted into or exchanged for equivalent securities of SharpLink US. The Debenture issued to Alpha on February 15, 2023, convertible into SharpLink Israel Shares, will be convertible into shares of SharpLink US Common Stock at the same price and on the same other terms and any interest paid thereunder in shares will be paid in SharpLink US Common Stock. By virtue of the Domestication Merger, all of the SharpLink Israel Shares and SharpLink Israel Preferred Shares shall represent the right to receive the applicable SharpLink US Common Stock and Preferred Stock, shall be deemed to have been transferred to SharpLink US in exchange for the right to receive such applicable SharpLink US Common Stock and Preferred Stock, and each holder of a certificate or of evidence of shares in book-entry account, representing any certificated or non-certificated SharpLink Israel Shares or SharpLink Israel Preferred Shares, shall cease to have any rights with respect thereto, except the right to receive the applicable SharpLink US Common Stock and Preferred Stock. 

 

26

 

 

The proxy statement/registration statement on Form S-4 (file number: 333-272655), as amended, was originally filed with the SEC by SharpLink Israel and SharpLink US on June 15, 2023, and declared effective by the SEC on October 23, 2023. SharpLink Israel’s Board of Directors has set October 30, 2023 as the record date for shareholders to vote, by proxy or in person, on approving and adopting the Domestication Merger Agreement and the transactions contemplated therein at an Extraordinary General Meeting of Shareholders that will be held on November 29, 2023 at 11:00 A.M. Central time at the Company’s corporate office located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401.

 

Change in Share Capital

 

On October 24, 2023, the Company held an Extraordinary General Meeting of Shareholders (the “Meeting”) at which shareholders approved the adoption of an amendment to the Company’s amended and restated articles of association to increase authorized share capital of the Company from 9,290,000 Ordinary Shares, nominal value NIS 0.60 per share, to 100,000,000 Ordinary Shares, nominal value NIS 0.60 per share and a corresponding amendment to the Company’s memorandum of association.

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion of SharpLink Gaming Ltd., an Israel corporation, and its wholly owned subsidiaries (collectively, “SharpLink Gaming,” “SharpLink,” “our Company,” the “Company,” “we,” “our,” and “us”), highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our 2022 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on April 5, 2023 and the related Annual Report, as amended, filed with the SEC on July 14, 2023. As discussed in the section titled “Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

 

Overview

 

Founded in 2019 and headquartered in Minneapolis, Minnesota, SharpLink Gaming Ltd. is a leading business-to-business provider of performance marketing and advanced technology-enabled fan engagement and conversion solutions for the fast emerging U.S. sports betting and iGaming industries. Our base of marquis customers and trusted business partners comprise many of the nation’s leading sports media publishers, leagues, teams, sportsbook operators, casinos and sports technology companies, including Turner Sports, NASCAR, PGA TOUR, National Basketball Association (“NBA”), National Collegiate Athletic Association (“NCAA”), NBC Sports, BetMGM, Party Poker, World Poker Tour and Tipico, among numerous others.

 

We continue to make deliberate and substantial investments in support of our long-term growth objectives. Our primary growth strategy is centered on cost effectively monetizing our own and our customers’ respective online audiences of U.S. fantasy sports and casual sports fans and casino gaming enthusiasts by converting them into loyal online sports and iGaming bettors. We are endeavoring to achieve this through deployment of our proprietary conversion technologies, branded as our “C4” solutions, which are seamlessly integrated with fun, highly engaging fan experiences. Purpose-built from the ground-up specifically for the U.S. market, SharpLink’s C4 innovations are designed to help unlock the lifetime value of sports bettors and online casino players. More specifically, C4:

 

	●	COLLECTS, analyzes and leverages deep learning of behavioral data relating to individual fans;
	●	CONNECTS and controls fan engagement with real-time, personalized betting offers sourced from U.S. sportsbooks and casinos in states where online betting has been legalized;
	●	CONVERTS passive fantasy sports and casual sports fans into sports bettors on a fully automated basis; and
	●	readily enables gaming operators and publishers to CAPITALIZE on acquiring and scaling sports betting and iGaming depositors, resulting in higher revenue generation and greatly enhanced user experiences.

 

We reach fans and cultivate audience growth and activation through our four primary operating segments: 1) Sports Gaming Client Services; 2) SportsHub Games Network/Fantasy Sports; 3) Affiliate Marketing Services – International; and 4) Affiliate Marketing Services – United States.

 

The Company previously owned and operated an enterprise telecom expense management business (“Enterprise TEM”) acquired in July 2021 in connection with SharpLink’s go-public merger with Mer Telemanagement Solutions. Beginning in 2022, we discontinued operations for this business unit and sought a buyer for the business. On December 31, 2022, we completed the sale of this business to Israel-based Entrypoint South Ltd.

 

SharpLink is guided by an accomplished, entrepreneurial leadership team of industry veterans and pioneers encompassing decades of experience in delivering innovative sports solutions to partners that have included Turner Sports, Google, Facebook, the National Football League (“NFL”), NCAA and NBA, among many other iconic organizations, with executive experience at companies which include ESPN, NBC, Sportradar, AOL, Betfair and others.

 

 

As of September 30, 2023, the Company’s state regulatory initiatives have resulted in SharpLink being licensed and/or authorized to operate in 26 U.S. states, the District of Columbia, Puerto Rico and Ontario, Canada, which represents most of the legal online betting market in North America.

 

By leveraging our technology and building on our current client and industry relationships, SharpLink believes we are well positioned to earn a leadership position in the rapidly evolving sports betting and iGaming markets by driving down customer acquisition costs, materially increasing and enhancing player engagement and delivering users with high lifetime value to our proprietary web properties and to those of our gaming partners.

 

Nasdaq Notice

 

On May 23, 2023, SharpLink received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that SharpLink is no longer in compliance with the equity standard for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000 under the net equity standard. As of SharpLink Quarterly Report on Form 10-Q for the three and nine-month periods ended September 30, 2023, SharpLink reported an accumulated stockholders’ deficit of $82,728,717 and total stockholders’ deficit of $4,463,917 respectively. SharpLink currently does not meet the alternative standards for market value of listed securities or net income from continuing operations, thus SharpLink is not in compliance with Nasdaq’s Listing Rule.

 

Nasdaq provided the Company with 45 calendar days, or until July 7, 2023, to submit a plan to regain compliance. The Company timely submitted its plan and relevant materials to Nasdaq and requested an extension through November 20, 2023 to evidence compliance with the Rule. On August 3, 2023, the Company received a determination letter (the “Letter”) from Nasdaq advising it that Nasdaq determined to grant the Company an extension to regain compliance with the Rule on or before November 20, 2023. The terms of the extension are as follows: on or before November 20, 2023, the Company must take the actions set forth in the plan and opt for one of the two alternatives to evidence compliance with the Rule.

 

Regardless of which alternative the Company chooses, if the Company fails to evidence compliance upon filing its periodic report for the year ended December 31, 2023, with the SEC and Nasdaq, the Company may receive a written notification from Staff that its securities will be delisted. At that time, the Company may appeal Staff’s determination to a Hearings Panel.

 

Pending Domestication Merger

 

On June 14, 2023, the Company (or “SharpLink Israel”), SharpLink Gaming, Inc., a Delaware corporation and a wholly owned subsidiary of SharpLink Israel (“SharpLink US”), and SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink US (“Domestication Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization (as amended July 24, 2023, the “Domestication Merger Agreement”), pursuant to which Domestication Merger Sub will be merged with and into SharpLink Israel, with SharpLink Israel being the surviving entity and continuing a wholly owned subsidiary of SharpLink US (the “Domestication Merger”).

 

 

Under the Domestication Merger Agreement, SharpLink Israel will become a wholly owned subsidiary of a Delaware corporation by the Domestication Merger Sub merging with and into SharpLink Israel, with SharpLink Israel surviving the Domestication Merger and becoming a wholly owned subsidiary of SharpLink US. In connection with the Domestication Merger, all SharpLink Israel ordinary shares, par value NIS 0.60 per share (the “SharpLink Israel Shares”), outstanding immediately prior to the Domestication Merger will convert, on a one-for-one basis, into the right to receive, and become exchangeable for, shares of common stock of SharpLink US, par value $0.0001 per share (the “SharpLink US Common Stock”), and all preferred shares, options and warrants of SharpLink Israel outstanding immediately prior to the Domestication Merger will be converted into or exchanged for equivalent securities of SharpLink US. The 8% Interest Rate, 10% Original Issue Discount, Senior Convertible Debenture in the aggregate principal amount of $4,400,000 (as amended, the “Debenture”) issued to Alpha Capital Anstalt (“Alpha”) on February 15, 2023, convertible into SharpLink Israel Shares, will be convertible into shares of SharpLink US Common Stock at the same price and on the same other terms and any interest paid thereunder in shares will be paid in SharpLink US Common Stock. By virtue of the Domestication Merger, all of the SharpLink Israel Shares and SharpLink Israel Preferred Shares shall represent the right to receive the applicable SharpLink US Common Stock and Preferred Stock, shall be deemed to have been transferred to SharpLink US in exchange for the right to receive such applicable SharpLink US Common Stock and Preferred Stock, and each holder of a certificate or of evidence of shares in book-entry account, representing any certificated or non-certificated SharpLink Israel Shares or SharpLink Israel Preferred Shares, shall cease to have any rights with respect thereto, except the right to receive the applicable SharpLink US Common Stock and Preferred Stock.

 

The proxy statement/registration statement on Form S-4 (file number: 333-272655), as amended, was originally filed with the SEC by SharpLink Israel and SharpLink US on June 15, 2023, and declared effective by the SEC on October 23, 2023. SharpLink Israel’s Board of Directors has set October 30, 2023 as the record date for shareholders to vote, by proxy or in person, on approving and adopting the Domestication Merger Agreement and the transactions contemplated therein at an Extraordinary General Meeting of Shareholders that will be held on November 29, 2023 at 11:00 A.M. Central time at the Company’s corporate office located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401.

 

Change in Share Capital

 

On October 24, 2023, the Company held an Extraordinary General Meeting of Shareholders (the “Meeting”) at which shareholders approved the adoption of an amendment to the Company’s amended and restated articles of association to increase authorized share capital of the Company from 9,290,000 Ordinary Shares, nominal value NIS 0.60 per share, to 100,000,000 Ordinary Shares, nominal value NIS 0.60 per share and a corresponding amendment to the Company’s memorandum of association.

 

 

Three and Nine Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

 

		Three Months Ended September 30,
		2023				2022				$ Change				% Change
Revenues		$	3,269,924			$	1,292,674			$	1,977,250				153.0	%
Cost of Revenues			2,133,604				1,104,695				1,028,909				93.1	%
Gross profit			1,136,320				187,979				948,341				504.5	%
Gross profit percentage			34.8	%			14.5	%
Total operating expenses			3,595,072				2,105,178				1,489,894				70.8	%
Operating loss from continuing operations			(2,458,752	)			(1,917,199	)			(541,553	)			28.2	%
Total other income (expenses)			(238,345	)			(25,475	)			(212,870	)			835.6	%
Net loss before income taxes			(2,697,097	)			(1,942,674	)			(754,423	)			38.8	%
Provision for income taxes			4,450				300				4,150				1383.3	%
Net loss from continuing operations			(2,701,547	)			(1,942,974	)			(758,573	)			39.0	%
Net income (loss) from discontinued ops, net of tax			(148,000	)			(104,633	)			(43,367	)			41.49	%
Net loss		$	(2,849,547	)		$	(2,047,607	)		$	(801,940	)			39.2	%

 

		Nine Months Ended September 30,
		2023				2022				$ Change				% Change
Revenues		$	9,917,671			$	4,940,264			$	4,977,407				100.8	%
Cost of Revenues			6,472,399				4,034,837				2,437,562				60.4	%
Gross profit			3,445,272				905,427				2,539,845				280.5	%
Gross profit percentage			34.7	%			18.3	%
Total operating expenses			11,014,991				13,390,818				(2,375,827	)			-17.7	%
Operating loss from continuing operations			(7,569,719	)			(12,485,391	)			4,915,672				-39.4	%
Total other income (expenses)			(1,061,127	)			(56,391	)			(1,004,736	)			1781.7	%
Net loss before income taxes			(8,630,846	)			(12,541,782	)			3,910,936				-31.2	%
Provision for income taxes			41,600				1,000				40,600				4060.0	%
Net loss from continuing operations			(8,672,446	)			(12,542,782	)			3,870,336				-30.9	%
Net income (loss) from discontinued ops, net of tax			(441,997	)			(1,360,286	)			918,289				-67.5	%
Net loss		$	(9,114,443	)		$	(13,903,068	)		$	4,788,625				-34.4	%

 

Revenues

 

For the three-month periods ended September 30, 2023 and 2022, revenues climbed 153% to $3,269,924 from $1,292,674, respectively, due primarily to revenue contribution from SportsHub Games Network Inc. (“SportsHub”), which was merged with SharpLink on December 22, 2022, coupled with revenue growth in all other SharpLink’s business units. More specifically, revenues from our Affiliate Marketing Services – United States business unit increased to $231,921 from $114,972 on a comparable quarter-over-quarter basis. Likewise, revenue from our Affiliate Marketing Services – International business unit totaled $1,191,964 for the three months ended September 30, 2023, which compared to $760,585 for the same three months in the prior year. Revenues from the development of free-to-play games by our Sports Gaming Client Services saw a modest improvement, increasing to $420,100 from $417,117 for the three months ended September 30, 2023 and 2022, respectively.

 

For the same reasons mentioned above, total revenues for the nine months ended September 30 2023 and 2022 more than doubled, increasing 101% to $9,917,671 from $4,940,264, respectively. On a segmented basis, nine-month revenues from our Affiliate Marketing Services – United States business unit totaled $817,268 in 2023 which compared to $285,004 for the same nine-month reporting period in 2022. Total revenues from our Affiliate Marketing Services – International business unit rose to $3,325,128 compared to $2,524,547 for the nine months ended September 30, 2023 and 2022, respectively. Our Sports Gaming Client Services group contributed $2,183,644 towards total revenues for the nine-months ended September 30, 2023, up from $2,130,713 reported for the nine months ended September 30, 2022. Revenues from SportsHub totaled $3,591,631 for the first nine months of 2023, which compared to $0 for the same period in 2022 due to the timing of the merger in December 2022.

 

 

Gross Profit

 

Gross profit for the three and nine months ended September 30, 2023 and 2022, improved significantly, rising to $1,136,320, increasing 505% from $187,979 for the comparable three-month reporting periods, respectively; and increasing 281% to $3,445,272 compared to $905,427 for the nine months ended September 30, 2023 and 2022, respectively. Gross profit margin for the three months ended September 30, 2023 improved to 35%, which compared to 15% for the same three months in 2022; and gross profit margin increased to 35% from 18% for the nine months ended September 30, 2023 and 2022, respectively.

 

Operating Expenses

 

For the three months ended September 30, 2023, total operating expenses increased 71% to $3,595,072, up from $2,105,178 for the three months ended September 30, 2022. The increase was attributable solely to higher selling, general and administrative expenses attributable primarily to our December 2022 merger with SportsHub as well as expansion initiatives associated with our Affiliate Marketing Services business units. For the nine months ended September 30, 2023 and 2022, operating expenses declined 18% to $11,014,991 from $13,390,818 due largely to a goodwill and intangible asset impairment expense of $4,726,000 recorded in the nine-month period ended September 30, 2022.

 

Operating Loss from Continuing Operations

 

Operating loss increased 28% to $2,458,752 for the three months ended September 30, 2023 compared to an operating loss of $1,917,199 for the three-month period ended September 30, 2022. For the nine months ended September 30, 2023 and 2022, operating loss decreased 39% to $7,569,719 from $12,485,391, respectively, due largely to a goodwill and intangible asset impairment expense of $4,726,000 booked in the nine-month period ended September 30, 2022.

 

Net Loss from Continuing Operations

 

For the reasons detailed above and after factoring in an expense in total other income and expense of $238,345 and provision for income taxes of $4,450, net loss from continuing operations for the three months ended September 30, 2023 totaled $2,701,547, a 39% increase from $1,942,974 reported for the same three months in the prior year after factoring total other income and expense of $25,475 and provision for income taxes of $300.

 

For the nine months ended September 30, 2023, the Company’s net loss from continuing operations improved 31%, declining to $8,672,446 after factoring an expense of $1,061,127 in total other income and expense and provision for income taxes of $41,600. This compared to a net loss from continuing operations of $12,542,782 for the nine months ended September 30, 2022 after factoring $56,391 in total other expense and a provision for income taxes of $1,000.

 

During the three- and nine-month reporting periods in 2023, total other income and expense was largely attributable to interest and other expenses associated with the Company’s bank lines of credit, coupled with accounting for the change in fair value of its convertible debenture offset by higher interest income earned on its cash on hand.

 

Net Income (Loss) from Discontinued Operations

 

Net loss from discontinued operations of SharpLink’s legacy MTS business increased to $148,000 for the three months ended September 30, 2023, which compared to a net loss from discontinued operations of $104,633 for the three months ended September 30, 2023. For the nine months ended September 30, 2023, net loss from discontinued operations of the legacy MTS business totaled $441,997, down 68% from $1,360,286 reported for the same nine months in 2022.

 

Net Loss Available to Ordinary Shareholders

 

For all of the aforementioned reasons, the total net loss available to ordinary shareholders increased 39% to $2,849,760, or $0.99 loss per share, which compared to a net loss attributable to shareholders of $2,049,854 or $0.86 loss per share, for the same three months in 2022. For the nine months ended September 30, 2023, the total net loss available to ordinary shareholders was $9,164,937, or $3.35 loss per share, reflecting a 34% decline when compared to a total net loss attributable to shareholders of $13,911,156, or $5.89 loss per share, reported for the comparable nine-month period in the previous year.

 

 

Cash Flows

 

As of September 30, 2023, the Company had $49,309,668 in cash and $14,874,585 in restricted cash, as compared to cash of $39,324,529 and restricted cash of $11,132,957 as of December 31, 2022. For the nine months ended September 30, 2023, cash provided by operations from continuing activities was $6,266,211, which compared to cash used in operations from continuing activities of $6,376,631 for the first nine months ended September 30, 2022. The increase in cash and in restricted cash was primarily attributable to fantasy sports league entry fees collected for the 2023-2024 NFL season as well as entry fees for the 2023 MLB season, offset by payouts for fantasy sports prizes following the end of the 2022-2023 NFL season that occurred in January in addition to normal working capital spend.

 

For the nine months ended September 30, 2023, cash used in investing activities from continuing operations was $844,350, which compared to $593,385 for the nine months ended September 30, 2022. The increase in cash used in investing activities was largely attributable to an increase in capital expenditures associated with ongoing development of our C4 sports betting conversion technology and new generative Artificial Intelligence solution, Betsense, in 2023, as well as payments related to the acquisition of FourCubed in 2022.

 

For the nine months ended September 30, 2023, cash provided by financing activities was $7,862,906, as compared to cash provided by financing activities of $2,765,497 recorded for the nine months ended September 30, 2022. In February 2023, a securities purchase agreement entered into with a current shareholder of the Company, pursuant to which the Company issued the investor a convertible debenture in the aggregate principal amount of $4,400,000 for proceeds of $4,000,000. The Company also drew down $4,629,349 from its line of credit with Platinum Bank in the first nine months of 2023. The overall increase was offset by repayments of debt totaling $758,943 and payments of debt issue costs totaling $7,500 in the 2023 nine-month reporting period.

 

Liquidity and Capital Resources

 

We will require additional capital to support our growth plans and such capital may not be available on reasonable terms or at all. There is substantial doubt about our ability to continue as a going concern.

 

As of September 30, 2023, we had negative working capital of $13,500,173. For the nine months ended September 30, 2023, we incurred a net loss from continuing operations of $8,672,446 representing a 31% decrease from a loss from continuing operations of $12,542,782 for the nine months ended September 30, 2022. In the pursuit of SharpLink’s long-term growth strategy and the development of its fan activation and conversion software and related businesses, the Company has sustained continued operating losses. To fund anticipated future losses from operations, the Company secured additional financing through a $3,250,000 term loan in January 2022, as described in Note 7 - Debt. In addition, as described in Note 6, on February 13, 2023, the Company entered into a Revolving Credit Agreement with Platinum Bank and executed a revolving promissory note of $7,000,000. Moreover, on February 14, 2023, the Company entered into the SPA with Alpha, a current shareholder of the Company, pursuant to which the Company issued to Alpha a convertible debenture in the aggregate principal amount of $4,400,000 for proceeds of $4,000,000.

 

Until we can generate a sufficient amount of revenue to finance our capital needs, which we may never achieve, we expect to finance our cash needs primarily through public or private equity financings or conventional debt financings. We cannot be certain that additional funding will be available on acceptable terms or at all. If we are not able to secure additional funding when needed to support our business growth and to respond to business challenges, track and comply with applicable laws and regulations, develop new technology and services or enhance our existing offering, improve our operating infrastructure, enhance our information security systems to combat changing cyber threats and expand personnel to support our business, we may have to delay or reduce the scope of planned strategic growth initiatives. Moreover, any additional equity financing that we obtain may dilute the ownership held by our existing shareholders. The economic dilution to our shareholders will be significant if our stock price does not materially increase, or if the effective price of any sale is below the price paid by a particular shareholder. Any debt financing could involve substantial restrictions on activities and creditors could seek additional pledges of some or all of our assets. If we fail to obtain additional funding as needed, we may be forced to cease or scale back operations, and our results, financial conditions and stock price would be adversely affected. As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.

 

 

Off-Balance Sheet Arrangements

 

On September 30, 2023, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. Since our inception, except for standard operating leases accounted for prior to January 1, 2022, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Inflation

 

Our opinion is that inflation did not have a material effect on our operations for the nine months ended September 30, 2023.

 

Climate Change

 

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

 

New Accounting Pronouncements

 

There were certain updates recently issued by the Financial Accounting Standards Board (“FASB”), most of which represented technical corrections to the accounting literature or application to specific industries or situations and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure and Control Procedures

 

The Company’s Chief Executive Officer and the Company’s Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2023 and concluded that the Company’s disclosure controls and procedures are effective. The term disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated, recorded, processed, summarized and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure to be reported within the time periods specified in the SEC’s rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(t) and 15d-15(f) under the Exchange Act, during the three and nine months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II.

OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

Legal Proceedings

 

None.

 

ITEM 1A.

RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

ITEM 2.

RECENT SALES OF UNREGISTERED EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

None.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.

OTHER INFORMATION

 

None.

 

ITEM 6.

EXHIBITS

 

Exhibit No.		Description
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer
32.1		Section 1350 Certification of principal executive officer
32.2		Section 1350 Certification of principal financial officer and principal accounting officer
101.INS		Inline XBRL INSTANCE DOCUMENT
101.SCH		Inline XBRL TAXONOMY EXTENSION SCHEMA
101.CAL		Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF		Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB		Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	SharpLink Gaming Ltd.
Dated: November 13, 2023	By:	/s/ Rob Phythian
		Rob Phythian
		Chief Executive Officer
Dated: November 13, 2023	By:	/s/ Robert DeLucia
		Robert DeLucia
		Chief Financial Officer

 

 

 

Exhibit 31.1

 

CERTIFICATION

 

I, Rob Phythian, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023 of SharpLink Gaming Ltd. (the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2023	/s/ Rob Phythian
	Rob Phythian
	Chief Executive Officer (Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATION

 

I, Robert DeLucia, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023 of SharpLink Gaming Ltd. (the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2023	/s/ Robert DeLucia
	Robert DeLucia
	Chief Financial Officer (Principal Financial Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of SharpLink Gaming Ltd. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rob Phythian, Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 13, 2023

 

	/s Rob Phythian
	Rob Phythian
	Chief Executive Officer (Principal Executive Officer)

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of SharpLink Gaming Ltd. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert DeLucia, Chief Financial Officer (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 13, 2023

 

	/s/ Robert DeLucia
	Robert DeLucia
	Chief Financial Officer (Principal Financial Officer)

 

 

v3.23.3

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-28950
Entity Registrant Name	SHARPLINK GAMING LTD.
Entity Central Index Key	0001025561
Entity Tax Identification Number	98-1657258
Entity Incorporation, State or Country Code	L3
Entity Address, Address Line One	333 Washington Avenue North
Entity Address, Address Line Two	Suite 104
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55401
City Area Code	(347)
Local Phone Number	913-3316
Title of 12(b) Security	Ordinary Shares
Trading Symbol	SBET
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,863,734

v3.23.3

Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 49,309,668	$ 39,324,529
Restricted cash	14,874,585	11,132,957
Accounts receivable	1,394,340	776,530
Unbilled receivables	128,879	47,000
Contract assets	99,410	219,116
Deferred prize expense	5,349,300	356,158
Prepaid expenses and other current assets	1,770,813	744,275
Current assets from discontinued operations	389,000	1,310,000
Total current assets	73,315,995	53,910,565
Investment, cost	200,000	200,000
Equipment, net	61,796	60,218
Right-of-use asset - operating lease	264,381	230,680
Intangibles
Intangible assets, net	3,970,213	3,727,933
Goodwill	6,916,095	6,916,095
Total assets	84,728,480	65,045,491
Current Liabilities
Accounts payable and accrued expenses	2,584,120	2,125,707
Contract liabilities	8,448,201	2,166,451
Prize liability	11,585,038	6,061,434
Customer deposits	49,147,991	42,171,589
Line of credit	8,745,034	4,120,651
Current portion of long-term debt	1,054,954	1,018,918
Current portion of convertible debt, net of discount	4,372,963
Current portion of lease liability	56,369	31,070
Current liabilities from discontinued operations	821,498	1,215,213
Total current liabilities	86,816,168	58,911,033
Long-Term Liabilities
Deferred tax liability	24,689	6,206
Debt, less current portion	2,142,338	2,931,698
Lease liability, less current portion	209,202	210,037
Total liabilities	89,192,397	62,058,974
Commitments and Contingencies
Stockholders’ Equity
Treasury stock, nine ordinary shares at cost	(29,000)	(29,000)
Additional paid-in capital	77,723,094	76,039,604
Accumulated deficit	(82,728,717)	(73,565,641)
Total stockholders’ equity (deficit)	(4,463,917)	2,986,517
Total liabilities and stockholders’ equity (deficit)	84,728,480	65,045,491
Series A-1 Preferred Stock [Member]
Stockholders’ Equity
Preferred stock, value	1,440	1,326
Ordinary shares, NIS 0.60 par value; authorized shares 9,290,000 issued and outstanding shares: 2,833,734 and 2,688,541, respectively	566,770	537,731
Series B Preferred Stock [Member]
Stockholders’ Equity
Preferred stock, value	$ 2,496	$ 2,496

v3.23.3

Consolidated Balance Sheets (Parenthetical)	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Common stock par value | (per share)	$ 0.60	$ 0.60
Common stock, shares authorized	9,290,000	9,290,000
Common stock, shares issued	2,833,734	2,688,541
Common stock, shares outstanding	2,833,734	2,688,541
Series A-1 Preferred Stock [Member]
Preferred stock, par authorized	260,000	260,000
Preferred stock, shares issued	7,202	6,630
Preferred stock, shares outstanding	7,202	6,630
Liquidation preference, value | $	$ 117,009	$ 138,414
Series B Preferred Stock [Member]
Preferred stock, par authorized	370,000	370,000
Preferred stock, shares issued	12,481	12,481
Preferred stock, shares outstanding	12,481	12,481
Liquidation preference, value | $	$ 529,122	$ 595,245

v3.23.3

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues	$ 3,269,924	$ 1,292,674	$ 9,917,671	$ 4,940,264
Cost of revenues	2,133,604	1,104,695	6,472,399	4,034,837
Gross profit	1,136,320	187,979	3,445,272	905,427
Operating expenses
Selling, general, and administrative expenses	3,595,072	2,105,178	11,014,991	8,664,818
Goodwill and intangible asset impairment expenses				4,726,000
Total operating expenses	3,595,072	2,105,178	11,014,991	13,390,818
Operating loss	(2,458,752)	(1,917,199)	(7,569,719)	(12,485,391)
Other income and expense
Interest income	541,784	6,922	1,191,046	30,424
Interest expense	(450,577)	(32,397)	(1,167,940)	(86,815)
Other expense	(5,347)		(81,990)
Change in fair value of convertible debenture	(324,205)		(1,002,243)
Total other income and expense	(238,345)	(25,475)	(1,061,127)	(56,391)
Net loss before income taxes	(2,697,097)	(1,942,674)	(8,630,846)	(12,541,782)
Provision for income tax expenses	4,450	300	41,600	1,000
Net loss from continuing operations	(2,701,547)	(1,942,974)	(8,672,446)	(12,542,782)
Net loss from discontinued operations, net of tax	(148,000)	(104,633)	(441,997)	(1,360,286)
Net loss	(2,849,547)	(2,047,607)	(9,114,443)	(13,903,068)
Numerator for basic and diluted net loss per share:
Net loss from continuing operations available to ordinary shareholders	(2,701,760)	(1,945,221)	(8,722,940)	(12,550,870)
Net loss from continuing operations available to ordinary shareholders diluted	(2,701,760)	(1,945,221)	(8,722,940)	(12,550,870)
Net loss from discontinued operations available to ordinary shareholders	(148,000)	(104,633)	(441,997)	(1,360,286)
Net loss from discontinued operations available to ordinary shareholders diluted	(148,000)	(104,633)	(441,997)	(1,360,286)
Total Numerator for basic net loss per share	(2,849,760)	(2,049,854)	(9,164,937)	(13,911,156)
Total Numerator for diluted net loss per share	$ (2,849,760)	$ (2,049,854)	$ (9,164,937)	$ (13,911,156)
Denominator for basic and diluted net loss per share:
Weighted average shares outstanding, basic	2,863,607	2,361,974	2,736,583	2,361,974
Weighted average shares outstanding, diluted	2,863,607	2,361,974	2,736,583	2,361,974
Net loss from continuing operations per share, basic	$ (0.94)	$ (0.82)	$ (3.19)	$ (5.31)
Net loss from continuing operations per share, diluted	(0.94)	(0.82)	(3.19)	(5.31)
Net loss from discontinued operations per share, basic	(0.05)	(0.04)	(0.16)	(0.58)
Net loss from discontinued operations per share, diluted	(0.05)	(0.04)	(0.16)	(0.58)
Net loss per share, basic	(0.99)	(0.86)	(3.35)	(5.89)
Net loss per share, diluted	$ (0.99)	$ (0.86)	$ (3.35)	$ (5.89)

v3.23.3

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Preferred Stock [Member] Series A-1 Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 447,346	$ 1,094	$ 2,496	$ 72,101,783	$ (29,000)	$ (58,332,263)	$ 14,191,456
Balance, shares at Dec. 31, 2021	2,236,615	5,474	12,481
Net loss						(7,044,529)	(7,044,529)
Stock-based compensation expense				380,685			380,685
Dividends on Series B preferred stock in Series A-1 preferred stock
Dividends on Series B preferred stock in Series A-1 preferred stock, shares
Balance at Mar. 31, 2022	$ 447,346	$ 1,094	$ 2,496	72,482,468	(29,000)	(65,376,792)	7,527,612
Balance, shares at Mar. 31, 2022	2,236,615	5,474	12,481
Balance at Dec. 31, 2021	$ 447,346	$ 1,094	$ 2,496	72,101,783	(29,000)	(58,332,263)	14,191,456
Balance, shares at Dec. 31, 2021	2,236,615	5,474	12,481
Net loss							(13,903,068)
Balance at Sep. 30, 2022	$ 447,346	$ 1,226	$ 2,496	74,455,510	(29,000)	(72,235,331)	2,642,247
Balance, shares at Sep. 30, 2022	2,236,615	6,131	12,481
Balance at Mar. 31, 2022	$ 447,346	$ 1,094	$ 2,496	72,482,468	(29,000)	(65,376,792)	7,527,612
Balance, shares at Mar. 31, 2022	2,236,615	5,474	12,481
Net loss						(4,810,932)	(4,810,932)
Stock-based compensation expense				1,864,841			1,864,841
Dividends on Series B preferred stock in Series A-1 preferred stock		$ 82		(82)
Dividends on Series B preferred stock in Series A-1 preferred stock, shares		407
Balance at Jun. 30, 2022	$ 447,346	$ 1,176	$ 2,496	74,347,227	(29,000)	(70,187,724)	4,581,521
Balance, shares at Jun. 30, 2022	2,236,615	5,881	12,481
Net loss						(2,047,607)	(2,047,607)
Stock-based compensation expense				108,333			108,333
Dividends on Series B preferred stock in Series A-1 preferred stock		$ 50		(50)
Dividends on Series B preferred stock in Series A-1 preferred stock, shares		250
Balance at Sep. 30, 2022	$ 447,346	$ 1,226	$ 2,496	74,455,510	(29,000)	(72,235,331)	2,642,247
Balance, shares at Sep. 30, 2022	2,236,615	6,131	12,481
Balance at Dec. 31, 2022	$ 537,731	$ 1,326	$ 2,496	76,039,605	(29,000)	(73,565,641)	2,986,517
Balance, shares at Dec. 31, 2022	2,688,541	6,630	12,481
Net loss						(2,823,738)	(2,823,738)
Stock-based compensation expense				152,034			152,034
Dividends on Series B preferred stock in Series A-1 preferred stock		$ 50		(50)
Dividends on Series B preferred stock in Series A-1 preferred stock, shares		250
Warrants issued in conjunction with convertible debenture				1,174,229			1,174,229
Balance at Mar. 31, 2023	$ 537,731	$ 1,376	$ 2,496	77,365,818	(29,000)	(76,389,379)	1,489,042
Balance, shares at Mar. 31, 2023	2,688,541	6,880	12,481
Balance at Dec. 31, 2022	$ 537,731	$ 1,326	$ 2,496	76,039,605	(29,000)	(73,565,641)	2,986,517
Balance, shares at Dec. 31, 2022	2,688,541	6,630	12,481
Net loss							(9,114,443)
Warrants issued in conjunction with convertible debenture							1,174,229
Balance at Sep. 30, 2023	$ 566,770	$ 1,440	$ 2,496	77,723,094	(29,000)	(82,728,717)	(4,463,917)
Balance, shares at Sep. 30, 2023	2,833,734	7,202	12,481
Balance at Mar. 31, 2023	$ 537,731	$ 1,376	$ 2,496	77,365,818	(29,000)	(76,389,379)	1,489,042
Balance, shares at Mar. 31, 2023	2,688,541	6,880	12,481
Net loss						(3,441,158)	(3,441,158)
Stock-based compensation expense				167,630			167,630
Dividends on Series B preferred stock in Series A-1 preferred stock		$ 50		(50)
Dividends on Series B preferred stock in Series A-1 preferred stock, shares		250
Deemed dividend on Series B preferred stock anti-dilutive provision				48,633		(48,633)
Balance at Jun. 30, 2023	$ 537,731	$ 1,426	$ 2,496	77,582,031	(29,000)	(79,879,170)	(1,784,486)
Balance, shares at Jun. 30, 2023	2,688,541	7,130	12,481
Net loss						(2,849,547)	(2,849,547)
Stock-based compensation expense				170,116			170,116
Dividends on Series B preferred stock in Series A-1 preferred stock		$ 14		(14)
Dividends on Series B preferred stock in Series A-1 preferred stock, shares		72
Deemed dividend on Series B preferred stock anti-dilutive provision
Issuance of ordinary shares for cashless exercised warrants	$ 24,296			(24,296)
Issuance of ordinary shares for cashless exercised warrants, shares	121,479
Issuance of ordinary shares to SportsHub shareholders which were previously reserved for future issuance	$ 4,743			(4,743)
Issuance of ordinary shares to SportsHub shareholders which were previously reserved for future issuance, shares	23,714
Balance at Sep. 30, 2023	$ 566,770	$ 1,440	$ 2,496	$ 77,723,094	$ (29,000)	$ (82,728,717)	$ (4,463,917)
Balance, shares at Sep. 30, 2023	2,833,734	7,202	12,481

v3.23.3

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net loss from continuing operations	$ (8,672,446)	$ (12,542,782)
Net loss from discontinued operations, net of tax	(441,997)	(1,360,286)
Net loss	(9,114,443)	(13,903,068)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	600,492	866,204
Amortization of loan costs	8,153
Amortization of warrant and debt discount	327,962
Amortization of prepaid stock issued for services	129,000
Change in fair value of convertible debenture	1,002,243
Accrued interest on convertible debenture	216,987
Deferred tax expense	18,483	977
Stock-based compensation expense	489,780	2,353,859
Non-cash lease expense	(9,237)
Write-off of amounts related to acquisition of FourCubed		4,726,000
Gain on disposal of equipment		(480)
Changes in assets and liabilities
Accounts receivable	(617,810)	397,857
Unbilled receivable	(81,879)	(12,122)
Contract assets	119,706	(182,383)
Deferred prize expense	(4,993,142)
Prepaid expenses and other current assets	(1,155,538)	(123,834)
Accounts payable and accrued expenses	458,414	(485,741)
Contract liabilities	6,281,750	(13,900)
Customer deposits and other current liabilities	12,585,290
Net cash provided by (used for) operating activities – continuing operations	6,266,211	(6,376,631)
Net cash provided by (used for) operating activities - discontinued operations	(53,000)	873,319
Net cash used for operating activities	6,213,211	(5,503,312)
Investing activities
Proceeds from sale of equipment		4,993
Payments relating to the acquisition of FourCubed		(441,523)
Capital expenditures for equipment	(25,850)	(21,406)
Capital expenditures for internally developed software	(818,500)	(135,449)
Net cash used for investing activities	(844,350)	(593,385)
Net cash used for investing activities – discontinued operations		(10,443)
Net cash used for investing activities - continuing operations	(844,350)	(603,828)
Financing activities
Net advances to and proceeds from affiliate		(61,079)
Proceeds from convertible debenture	4,000,000
Proceeds from debt		3,250,000
Proceeds from line of credit	4,629,349
Repayments of debt	(758,943)	(397,993)
Payments of debt issue costs	(7,500)	(25,431)
Net cash generated by financing activities	7,862,906	2,765,497
Net change in cash and restricted cash	13,231,767	(3,341,643)
Cash and restricted cash, beginning of period	51,105,486	7,780,671
Less cash from discontinued operations	153,000	1,441,873
Cash and restricted cash, end of period	64,184,253	2,997,155
Reconciliation of Cash and Restricted Cash
Cash	49,309,668	2,997,115
Restricted cash	14,874,585
Total cash and restricted cash	64,184,253	2,997,155
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	485,531	80,848
Cash paid for taxes	86,320	19,916
Non-cash financing activities
Deemed dividend on Series B preferred stock	48,633
Discount on convertible debenture and purchase warrant	1,574,229
Dividends on Series B preferred stock in Series A-1 preferred stock	1,861	8,088
Extension of maturity of operating lease liability	$ 77,742

v3.23.3

Basis of Presentation	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Note 1 - Basis of Presentation   The accompanying unaudited condensed consolidated financial statements have been prepared by SharpLink Gaming Ltd. (the “Company,” “SharpLink,” formerly Mer Telemanagement Services or “MTS”, “we,” or “our”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company, the foregoing statements contain all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2023 and December 31, 2022, its results of operations and cash flows for the nine months ended September 30, 2023 and 2022. The condensed consolidated balance sheet as of December 31, 2022, has been derived from the audited consolidated financial statements as of that date. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates.   Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to rules and regulations of the SEC. Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statement presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2022, which are included the Company’s Annual Report on Form 10-K filed with the SEC on April 5, 2023 and the Form 10-K/A filed with the SEC on July 14, 2023.   Nature of Business   The Company is an Israeli-based corporation. SharpLink is a leading online technology company that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content. SharpLink uses proprietary, intelligent, online conversion technology and direct-to-player (“D2P”) performance marketing strategies to convert sports fans into sports bettors and online casino game players for licensed, online sportsbook and casino operators. Further, SharpLink, through its SportsHub Games Network Inc. (“SportsHub”) reporting unit, owns and operates an online gaming business that primarily facilitates daily and seasonal peer-to-peer fantasy contests for its end users. The Company also operates a website that provides a variety of services to private fantasy league commissioners, including secure online payment options, transparent tracking and reporting of transactions, payment reminders, in-season security of league funds, and facilitation of prize payouts. SportsHub was acquired by the Company on December 22, 2022.   On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. (the “MTS Merger”), which changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol “SBET.” As a result of the MTS Merger, SharpLink, Inc. shareholders owned 86% of the Company, on a fully diluted and as-converted basis, which represented a majority of the voting shares. Additionally, immediately following the closing of the MTS Merger, legacy MTS directors and officers agreed to resign, pursuant to an Agreement and Plan of Merger, dated as of July 26, 2021 (“MTS Merger Agreement”). SharpLink, Inc.’s executives became officers of the Company and new members were appointed to the board of directors. The MTS Merger represented a reverse acquisition in which SharpLink, Inc. was the accounting acquirer and legacy MTS was the accounting acquiree. The Company applied the acquisition method of accounting to the identifiable assets and liabilities of legacy MTS, which were measured at estimated fair value as of the date of the business combination.   Reverse Share Split   On April 23, 2023, the Company effected a one-for-ten (1:10) reverse share split of all the Company’s share capital and adopted amendments to its Memorandum of Association and Second Amended and Restated Articles of Association (“M&AA”) whereby the Company (i) decreased the number of issued and outstanding ordinary shares, nominal value NIS 0.60  per share, from 26,881,244 to 2,688,541; (ii) reduced the total number of the Company’s authorized shares under its M&AA from 92,900,000 ordinary shares, nominal value NIS 0.06 per share, to 9,290,000 ordinary shares, nominal value NIS 0.60 per share; and (ii) decreased by a ratio of one-for-ten (1:10) the number of retrospectively issued and outstanding ordinary shares. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retrospectively adjusted as of the earliest period presented in the financial statements to reflect the reverse stock split.     Reclassifications   Certain reclassifications were made to the balance sheet as of December 31, 2022 to conform to the September 30, 2023 method of presentation. Certain reclassifications were made to the consolidated statements of operations for the nine months ended September 30, 2022 to conform to the September 30, 2023 method of presentation. These reclassifications had no effect on reported total current assets, total assets, total current liabilities, total liabilities, total stockholder’s equity, or revenues.

v3.23.3

Going Concern	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 2 - Going Concern   In the pursuit of SharpLink’s long-term growth strategy and the development of its fan activation and conversion software and related businesses, the Company has sustained continued operating losses. During the nine months ended September 30, 2023 and September 30, 2022, the Company had a net loss from continuing operations of $8,672,446 and $12,542,782 respectively; and cash provided by operating activities from continuing operations of $6,266,211 and cash used for operating activities from continuing operations ($6,376,631), respectively. To fund anticipated future planned losses from operations, on February 13, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with Alpha Capital Anstalt (“Alpha”), a current shareholder of the Company, on February 14, 2023, pursuant to which the Company issued to Alpha an 8% Interest Rate, 10% Original Issue Discount, Senior Convertible Debenture (the “Debenture”) in the aggregate principal amount of $4,400,000 for a purchase price of $4,000,000. In addition, on February 13, 2023, SharpLink, Inc., a Minnesota corporation and wholly owned subsidiary of the Company, entered into a Revolving Credit Agreement with Platinum Bank, a Minnesota banking corporation and executed a revolving promissory note of $7,000,000.   The Company is continually evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, equity financing, issuing, or restructuring debt, entering into other financing arrangements, and restructuring operations to increase revenues and decrease expenses. The Company may be unable to access further equity or debt financing when needed or obtain additional liquidity under acceptable terms, if at all. As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.   The unaudited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

v3.23.3

New Accounting Pronouncements	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
New Accounting Pronouncements	Note 3 - New Accounting Pronouncements   Recently Adopted Accounting Pronouncements   In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The Company adopted ASU 2020-06 on January 1, 2023 and was applied to the Company’s accounting for its convertible debenture and warrants (see Note 8).   In June 2016 and subsequently amended in March 2022, the FASB issued ASC 326, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments (“ASC 326”), which replaces the existing incurred loss model with a current expected credit loss (“CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company would be required to use a forward-looking CECL model for accounts receivables, guarantees and other financial instruments. The Company adopted ASC 326 on January 1, 2023 and ASC 326 did not have a material impact on its consolidated financial statements as the Company has not had any historical credit losses.

v3.23.3

Additional Balance Sheet Information	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Additional Balance Sheet Information	Note 4 - Additional Balance Sheet Information   Equipment, net   Equipment consists of computers, furniture and fixtures and is presented net of accumulated depreciation of $125,006 and $100,733 as of September 30, 2023 and December 31, 2022, respectively. Depreciation expense for the three months ended September 30, 2023 and 2022 was $8,858 and $5,454 respectively and $24,272 and $18,243 for the nine months ended September 30, 2023 and 2022, respectively.   Intangible assets, net   Intangible assets, net of accumulated amortization as of September 30, 2023 and December 31, 2022 consisted of the following:   Schedule of Intangible Assets     Weighted-average                         amortization period     Cost, Net of     Accumulated             (years)     Impairment     Amortization     Net   Balance, September 30, 2023                                 Customer relationships     5 - 10     $ 2,643,000     $ 586,234     $ 2,056,766   Acquired technology     3 - 5       1,433,357       1,245,668       187,689   Tradenames     6       640,000       83,407       556,593   Internally developed software     5       1,145,902       435,221       710,681   Software in development     N/A       458,484       -       458,484               $ 6,320,743     $ 2,350,530     $ 3,970,213                                     Balance, December 31, 2022                                 Customer relationships     5 – 10     $ 2,643,000     $ 280,636     $ 2,362,364   Acquired technology     3 - 5       1,437,050       1,201,739       235,311   Tradenames     6       640,000       3,405       636,595   Internally developed software     5       749,147       288,530       460,617   Software in development     N/A       33,046       -       33,046               $ 5,502,243     $ 1,774,310     $ 3,727,933     Amortization expense on intangible assets was $199,883 and $271,768 for the three months ended September 30, 2023 and 2022, respectively, and $576,220 and $841,983 for the nine months ended September 30, 2023 and 2022, respectively.   Goodwill   Goodwill as of September 30, 2023 and December 31, 2022 consisted of the following:  Schedule of Goodwill     Sports Gaming Client Services     Sports Hub Gaming     Affiliate Marketing Services - International     Total   Balance as of December 31, 2022   $ 381,000     $ 4,919,928     $ 1,615,167     $ 6,916,095   Goodwill     -       -       -       -   Less: Impairment charges     -       -       -       -   Balance as of September 30, 2023   $ 381,000     $ 4,919,928     $ 1,615,167     $ 6,916,095

v3.23.3

Acquisitions	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Acquisitions	Note 5 - Acquisitions   SportsHub Games Network, Inc. (“SportsHub”)   Description of the Transaction   On December 22, 2022, SharpLink, through its wholly owned subsidiary, SHGN Acquisition Corp (“Acquirer” or the “Merger Subsidiary”) acquired all of the outstanding capital stock of SportsHub (the “SportsHub Acquisition”), via an Agreement and Plan of Merger, dated as of September 6, 2022 (the “SportsHub Merger Agreement”). In accordance with the terms of the SportsHub Merger Agreement between the Acquirer, SportsHub and an individual acting as the SportsHub stockholders’ representative (the “Stockholder Representative”):     ● SharpLink issued an aggregate of 431,926 ordinary shares to the equity holders of SportsHub, on a fully diluted basis, including 377,985 ordinary shares actually issued on December 22, 2022 and an additional aggregate of 53,941 shares being held in escrow as well as shares held in escrow for indemnifiable losses and for the reimbursement of expenses incurred by the Stockholder Representative in performing his duties pursuant to the SportsHub Merger Agreement. An additional aggregate of 40,585 ordinary shares were reserved for future issuance, including 23,714 ordinary shares reserved for SportsHub shareholders who had yet to provide the applicable documentation required in connection with the SportsHub Acquisition and were issued in June 2023 when the documentation was available. 13,975 ordinary shares underlying the options and 2,896 ordinary shares underlying the warrants remain unissued until the options and/or warrants are exercised.         ● SportsHub merged with and into the Merger Subsidiary, with the Merger Subsidiary remaining as the surviving corporation and wholly owned subsidiary of SharpLink.         ● SportsHub, which owned 889,380 ordinary shares of SharpLink prior to the SportsHub Acqusition, distributed those shares to its stockholders immediately prior to the consummation of the SportsHub Acqusition. These shares were not part of the purchase consideration.         ● SharpLink assumed $5,387,850 of SportsHub’s debt as purchase consideration.   Identification of Accounting Acquirer   The transaction was accomplished through a direct acquisition, whereby SHGN Acquisition Corp effectively acquired all of the outstanding capital stock of SportsHub, as a result of which SHGN Acquisition Corp obtained control over SportsHub. Therefore, SHGN Acquisition Corp has been determined to be the acquirer in the transaction, and SportsHub the acquiree.   Determining the Acquisition Date   The Acquirer obtained control of SportsHub following the exchange of consideration on December 22, 2022. Thus, the closing date of December 22, 2022 was the acquisition date.   Purchase Price   The purchase price is based on SharpLink’s closing share price of $2.90 on December 22, 2022 and 472,513 of ordinary shares as well as the fair value of Seller’s term loan of $1,267,199 and line of credit of $4,120,651. The following table represents the purchase consideration paid in the SportsHub Acquisition:   Schedule of Purchase Consideration Description   Amount   Fair Value of Equity Consideration   $ 1,370,287   Fair Value of Seller Platinum Line of Credit and Loan     5,387,850   Total Purchase Price   $ 6,758,137     Purchase Price Allocation   The SportsHub Acquisition assets and liabilities were measured at fair values as of December 22, 2022, primarily based on the valuation determined by an independent valuation, which were based on income-based method and relief from royalty method. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions, including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date.     The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows:  Schedule of Fair Value of Assets Acquired and Liabilities Assumed           Assets:         Cash   $ 38,255,266   Restricted cash     10,604,004   Accounts receivable     186,712   Prepaid expenses and other current assets     1,916,932   Equipment     11,953   Other long-term assets     95,793   Intangible assets     2,390,000   Total Assets   $ 53,460,660             Liabilities:         Accrued expenses   $ 284,345   Deferred tax liabilities     48,775   Deferred revenue     3,574,285   Other current liabilities     47,657,117   Other long-term liabilities     106,705   Total liabilities   $ 51,671,227             Net assets acquired, excluding goodwill   $ 1,789,433             Goodwill     4,968,703             Purchase consideration for accounting acquiree   $ 6,758,137     The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows:  Schedule of Fair Value Assumption Asset           Weighted Average       Fair Value     Useful Life (Years)   Customer relationships   $ 1,550,000       5   Trade names     640,000       6   Acquired technology     200,000           5       $ 2,390,000             The excess of consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the SportsHub Acquisition. The goodwill created in the acquisition is not expected to be deductible for tax purposes.   As of September 30, 2023, the calculation and allocation of the purchase price to tangible and intangible assets and liabilities are final as well as the recognition and disclosure over warrant and stock option equity awards, see Notes 11 and 12.   Transaction Costs   SharpLink’s transaction costs incurred in connection with the SportsHub Acquisition were $83,866 for the year ended December 31, 2022. These costs were primarily comprised of professional fees, recorded in selling, general and administrative expenses in the consolidated statement of operations. The transaction costs are not expected to be deductible for tax purposes.   Unaudited Pro Forma Information   The following unaudited supplemental pro forma financial information presents the financial results for the nine months ended September 30, 2022 as if the SportsHub Acquisition had occurred on January 1, 2022. The pro forma financial information includes, where applicable, adjustments for: (i) a reduction in amortization expense of $574,343 would have been recognized related to the acquired intangible assets in 2022 and (ii) transaction costs and other one-time non-recurring costs which increased expenses by $83,866 in 2022.     The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of SportsHub:   Schedule of Business Acquisition Pro Forma Information     September 30, 2022           Revenues   $ 8,379,821             Loss from continuing operations     (13,873,171 ) Less: dividends accrued on series B preferred stock     (8,088 ) Net loss from continuing operations available to ordinary shareholders     (13,881,259 )           Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders     (1,360,286 ) Net loss available to ordinary shareholders     (15,241,545 )           Basic and diluted:         Net loss from continuing operations per share   $ (5.88 ) Net loss from discontinued operations per share     (0.58 ) Net loss per share   $ (6.45 )   The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the SportsHub Acquisition been completed as of the date indicated or the results that may be obtained in the future.

v3.23.3

Line of Credit	9 Months Ended
	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Line of Credit	Note 6 – Line of Credit   The Company, through the SportsHub Acquisition, has available a variable rate (9.0% as  of September 30, 2023) bank line of credit for $5,000,000, expiring June 15, 2025. There was $5,000,000 outstanding as of September 30, 2023.   On February 13, 2023, the Company entered into a Revolving Credit Agreement with Platinum Bank (the “Lender”) and executed a variable rate (9.0% as of September 30, 2023) revolving promissory note of $7,000,000, expiring January 26, 2025. As collateral, the Company granted a security interest in and to all of the Company’s right, title and interest in certain assets on account at Platinum Bank, together with all financial assets, security entitlements with respect to such financial assets, investment property, securities and other property, to secure the payment and performance of the revolving credit agreement. There was $3,750,000 outstanding as of as of September 30, 2023. The Company incurred $7,500 in debt issuance costs associated with the revolving note, which are presented net within the line of credit on the balance sheet and amortized on a method which approximates the effective interest method to interest expense on the consolidated statement of operations.

v3.23.3

Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	Note 7 - Debt   On January 31, 2022, FourCubed Acquisition Company, LLC (“FCAC”), a wholly owned subsidiary of the Company, entered into a $3,250,000 term loan agreement with Platinum Bank. The agreement bears annual interest at a rate of 4% and requires a fixed monthly payment of $59,854, consisting of principal and interest, through the term loan’s maturity, which is January 31, 2027. The Company capitalized $25,431 of loan initiation fees associated with the agreement which are presented net within debt on the consolidated balance sheet and amortized on a method which approximates the effective interest method to interest expense on the consolidated statement of operations.   The remaining principal balance outstanding on the term loan is $2,238,062 as of September 30, 2023, of which $639,567 is due within the next year. In addition to customary non-financial covenants, the term loan requires FCAC to maintain a minimum quarterly debt service coverage ratio, defined as adjusted EBITDA divided by debt service (interest expense and mandatory debt principal repayment) of 1.20. The Company was in compliance with the debt service coverage ratio as of September 30, 2023.    Included in the SportsHub Acquisition was a $2,000,000 term loan agreement with a financial institution. The agreement bears annual interest at a rate of 5.50% percent and requires a fixed monthly payment of $38,202, consisting of principal and interest, through the term loan’s maturity, which is December 9, 2025. Included in the term loan liability is $29,975 of loan initiation fees associated with the agreement which are presented net within debt on the consolidated balance sheet and amortized on a method which approximates the effective interest method to interest expense on the consolidated statement of operations. The remaining principal balance outstanding on the term loan is $970,986 as of September 30, 2023, of which $415,387 is due within the next year.     A summary of the debt agreements is noted below:   Schedule of Debt     September 30, 2023           Note Payable – Bank, $2,000,000 principle, secured by assets of SportsHub   $ 970,986   Note Payable – Bank, $3,250,000 principle, secured by assets of FCAC     2,238,062   Total     3,209,048   Less unamortized debt issuance costs     11,756   Less current portion     1,054,954   Long-term debt   $ 2,142,338     The outstanding amount of debt as of September 30, 2023, matures by year as follows:   Schedule of Outstanding Amount of Debt Year   Amount   For the remaining three months ended December 31, 2023   $ 259,181   2024     1,066,696   2025     1,120,612   2026     700,256   2027     62,303   Total   $ 3,209,048     The term loan contains a parent company guaranty, which states that the Company will enter into a guaranty agreement in favor of FCAC, pursuant to which the Company will guarantee the repayment of the loan, not later than 30 days following the Company’s anticipated redomicile to the United States, see Note 19.

v3.23.3

Convertible Debenture and Warrant	9 Months Ended
	Sep. 30, 2023
Convertible Debenture And Warrant
Convertible Debenture and Warrant	Note 8 - Convertible Debenture and Warrant   Convertible Debenture, at Fair Value   The Company accounts for convertible debentures using an amortized cost model. The discount for warrants, the Original Issuance Discount (“OID”) and the initial allocation of fair value of compound derivatives reduce the initial carrying amount of the convertible notes. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that related debt.   The Company made an irrevocable election at the time of issuance of the Debenture to record the Debenture at its fair value (the “Fair Value Option”) with changes in fair value recorded through the Company’s consolidated statements of operations within other income (expense) at each reporting period. The Fair Value Option provides the Company a measurement basis election for financial instruments on an instrument-by-instrument basis.   On February 14, 2023, the Company entered into the SPA with Alpha, a current shareholder of the Company, pursuant to which the Company issued to Alpha, an 8% Interest Rate, 10% Original Issue Discount, Senior Convertible Debenture (the “Debenture”) in the aggregate principal amount of $4,400,000 for a purchase price of $4,000,000 on February 15, 2023. The Debenture is convertible, at any time, and from time to time, at Alpha’s option, into ordinary shares of the Company (the “Conversion Shares”), at an initial conversion price equal to $7.00 per share, subject to adjustment as described below and in the Debenture (the “Conversion Price”). In addition, the Conversion Price of the Debenture was subject to an initial reset immediately prior to the Company’s filing of a registration statement covering the resale of the underlying shares to the lower of $7.00 and the average of the five Nasdaq Official Closing Prices immediately preceding such date (the “Reset Price”). The registration statement on Form S-1 (file No.: 333-271396) was filed on April 21, 2023, and as a result, the Reset Price is now $4.1772. The initial adjustment of the Conversion Price to the Reset Price had a floor price of $3.00 (the “Floor Price”).   Commencing November 1, 2023 and continuing on the first day of each month thereafter until the earlier of (i) February 15, 2026 (the “Maturity Date”) and (ii) the full redemption of the Debenture (each such date, a “Monthly Redemption Date”), the Company will redeem $209,524 plus accrued but unpaid interest, and any amounts then owing under the Debenture (the “Monthly Redemption Amount”).   The Monthly Redemption Amount will be paid in cash; provided, that the Company may elect to pay all or a portion of a Monthly Redemption Amount in ordinary shares of the Company, based on a conversion price equal to the lesser of (i) the then Conversion Price of the Debenture and (ii) 80% of the average of the VWAPs (as defined in the Debenture) for the five consecutive trading days ending on the trading day that is immediately prior to the applicable Monthly Redemption Date. The Company may also redeem some or all of the then outstanding principal amount of the Debenture at any time for cash in an amount equal to the then outstanding principal amount of the Debenture being redeemed plus accrued but unpaid interest, liquidated damages and any amounts then owing under the Debenture. These monthly redemption and optional redemptions are subject to the satisfaction of the Equity Conditions (as defined in the Debenture).     The Debenture initially accrues interest at the rate of 8% per annum for the first 12 months from the February 15, 2023, at the rate of 10% per annum for the ensuing 12 months, and thereafter until Maturity, at the rate of 12%, Interest may be paid in cash or ordinary shares of the Company or a combination thereof at the option of the Company; provided that interest may only be paid in shares if the Equity Conditions (as defined in the Debenture) have been satisfied, including Shareholder Approval. The Debenture includes a beneficial ownership blocker of 9.99%. The Debenture provides for adjustments to the Conversion Price in connection with stock dividends and splits, subsequent equity sales and rights offerings, pro rata distributions, and certain Fundamental Transactions. In the event the Company, at any time while the Debentures is outstanding, issues or grants any right to re-price, ordinary shares or any type of securities giving rights to obtain ordinary shares at a price below the Conversion Price, Alpha shall be extended full-ratchet anti-dilution protection (subject to customary Exempt Transaction issuances), and such reset shall not be limited by the Floor Price.     At the time of execution, on February 14, 2023, the Company recorded an initial debt discount of $383,333 based on the allocation of fair value for the Debenture, which will be amortized into interest expense over term of the Debenture. For the period from February 14 through September 30, 2023, the Company recognized ($1,002,243) change in fair value of the convertible Debenture which is reflected in Other income and expense in the condensed consolidated statement of operations and $83,333 for the amortization of the OID, which is included in interest expense on the condensed consolidated statement of operations.   Purchase Warrant   On February 15, 2023, the Company also issued to Alpha a warrant (the “Warrant”) to purchase 880,000 ordinary shares of the Company at an initial exercise price of $8.75 (the “Warrant Shares,” and, together with the Conversion Shares, and any other ordinary shares of the Company that may otherwise become issuable pursuant to the terms of the Debenture and Warrant, the “Underlying Shares”). The Warrant is exercisable in whole or in part, at any time on or after February 15, 2023 and before February 15, 2028. The exercise price of the Warrant was subject to an initial reset immediately prior to the Company’s filing of a proxy statement that included a shareholder proposal to approve the issuance of Underlying Share in excess of 19.99% of the issued and outstanding ordinary shares on the Closing Date (the “Shareholder Proposal”) to the lower of $8.75 and the average of the five Nasdaq Official Closing Prices immediately preceding such date the. As a result, the exercise price has been reset to $4.0704, the average of the five Nasdaq Official Closing Prices immediately preceding April 14, 2023, the date the Company filed its preliminary proxy statement which included the Shareholder Proposal. The Warrant includes a beneficial ownership blocker of 9.99%. The Warrant provides for adjustments to the exercise price, in connection with stock dividends and splits, subsequent equity sales and rights offerings, pro rata distributions, and certain Fundamental Transactions.   In the event the Company, at any time while the Warrant is still outstanding, issues or grants any right to re-price, ordinary shares or any type of securities giving rights to obtain ordinary shares at a price below exercise price, Alpha shall be extended full-ratchet anti-dilution protection on the Warrant (reduction in price, only, no increase in number of Warrant Shares, and subject to customary Exempt Transaction issuances), and such reset shall not be limited by the Floor Price.   At the time of execution, the Company classified the Warrant as an equity contract and performed an initial fair value measurement. As the Warrant was issued with the sale of the Debenture, the value assigned to the Warrant was based on an allocation of proceeds, subject to the allocation to the Debenture. The Company recorded a debt discount for the Warrant of $1,174,229, based on the Black Scholes option-pricing model which was calculated independently of the fair value of the Debenture, and recorded the Warrant as additional paid in capital in the condensed consolidated balance sheet as of September 30, 2023. Amortization of the debt discount amounted to $244,631 for the period ended September 30, 2023 and is included in interest expense on the condensed consolidated statements of operations.   The following provides a summary of the Convertible Debenture recorded at fair value as of September 30, 2023:  Summary of Convertible Debenture Recorded at Fair value           Principle amount of convertible debenture at issuance:   $ 4,400,000   Unamortized discount for warrants     (929,598 ) Unamortized discount for OID     (316,669 ) Accrued interest expense     216,987   Change in fair value     1,002,243   Balance of convertible debenture as of September 30, 2023:     4,372,963

v3.23.3

Fair Value	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value	Note 9 - Fair Value   In accordance with fair value accounting guidance, the Company determines fair value based on the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The inputs used to measure fair value are classified into the following hierarchy:   ● Level 1: Unadjusted quoted prices in active markets for identical instruments that are accessible as of the measurement date       ● Level 2: Other significant pricing inputs that are either directly or indirectly observable       ● Level 3: Significant unobservable pricing inputs, which result in the use of management’s own assumptions   As disclosed in Note 8, the Debenture and the Warrant were reported at fair value at issuance. The   Debenture is adjusted to fair value on a recurring basis with changes in fair value recorded through the Company’s condensed consolidated statements of operations as other income (expense) for the nine months ended September 30, 2023.   The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy on September 30, 2023:  Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value     Convertible Debenture     Purchase Warrant   Level I   $ -     $ -   Level II   $ -     $ -   Level III   $ 4,372,963     $ 1,174,229   Total   $ 4,372,963     $ 1,174,229     The following table presents a reconciliation of the beginning and ending balances of the Debenture measured at fair value on a recurring basis that uses significant unobservable inputs (Level 3) and the related expenses and losses recorded in the consolidated statement of operations during the nine months ended September 30, 2023.  Significant Unobservable Inputs (level 3) and Related Expenses and Losses           Fair Value, December 31, 2022   $ -   Issuance of convertible debenture     2,825,771   Accretion for discount for warrants     244,629   Accretion for discount for OID     83,333   Interest expense     216,987   Change in fair value     1,002,243   Fair Value, September 30, 2023   $ 4,372,963     The fair value of the Debenture was determined using a Monte Carlo Simulation (“MCS”) which incorporates the probability and timing of the consummation of a Fundamental Transaction event and conversion of the Debenture as of the valuation date.   The MCS implied a discount rate at issuance that resulted in a total value to the debenture and warrants that equated to the transaction proceeds. This discount rate was 75.28% at issuance and was calibrated to the September 30, 2023 valuation date by comparing the B rated commercial paper credit spread at both dates. B spreads as follows:  Schedule of B Spreads           Issuance February 14, 2023     4.13 % Fair Value September 30, 2023     2.81 %   On September 30, 2023, the Company valued the Debenture using a Monte Carlo Simulation model using the value of the underlying stock price of $1.60, exercise price of $8.75, expected dividend rate of 0%, risk-free interest rate of 4.83% and volatility of 66.3%. The Company estimated the term of the warrant to be 2.38 years.

v3.23.3

Convertible Preferred Stock	9 Months Ended
	Sep. 30, 2023
Convertible Preferred Stock
Convertible Preferred Stock	Note 10 - Convertible Preferred Stock   On July 26, 2021, the Company’s board authorized the establishment and designation of 52,502 shares of Series A-1 Preferred Stock at $0.10 par value.   Terms of the Series A-1 Preferred Stock are as follows:   Voting – Series A-1 Preferred Stock has equal rights to vote on all matters submitted to a vote of the Ordinary Shares (on an as-converted basis, but only up to the number of votes equal to the number of Ordinary Shares into which the Preferred Shares would be convertible pursuant to the Beneficial Ownership Limitation), however, without the affirmative vote of the majority of the outstanding shares of Series A-1 Preferred Stock, the Company cannot (a) alter or change adversely the powers, preferences or rights given to the Series A-1 Preferred Stock, authorize or create any class of stock ranking in priority to as to dividends, redemption or distribution of assets upon a liquidation, (c) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series A-1 Preferred Stock, or (e) enter into any agreement with respect to any of the above.   Liquidation – Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, Series A-1 Preferred Stock holders shall be entitled to receive out of the assets an amount equal to the stated value of $16.246 per share, plus any accrued and unpaid dividends   thereon and any other fees or liquidated damages then due (the preferred liquidation preference), for each share of Series A-1 Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities.   Conversion – Each share of Series A-1 Preferred Stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series A-1 Preferred Stock by the conversion price, $16.246 per share. The conversion price would be reduced if the Company issues common stock at a price lower than the conversion price or issues an instrument granting the holder rights to purchase common stock at a price lower than the conversion price. Upon the closing of the Going Public Transaction all outstanding shares of Series A-1 preferred stock shall automatically be converted into that number of shares of common stock, subject to a beneficial ownership limitation of 9.99%, determined by dividing the stated value of such share of Series A-1 Preferred Stock by the conversion price.     On July 26, 2021, the Company’s board authorized the establishment and designation of 276,582 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) at $0.10 par value.   Terms of the Series B Preferred Stock are as follows:   Voting – Series B Preferred Stock shall have no voting rights, however, without the affirmative vote of the majority of the outstanding shares of Series B Preferred Stock, the Company cannot (a) alter or change adversely the powers, preferences or rights given to the Series B preferred stock, (b) authorize or create any class of stock ranking in priority to as to dividends, redemption or distribution of assets upon a liquidation, (c) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the above.   Dividends - Holders of each share of Series B preferred stock shall be entitled to receive cumulative dividends until the second anniversary of the Original Issue date of July 26, 2021 at the rate per share (as a percentage of the stated value per share) of 8% per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the issuance of such share of Series B preferred stock and on each conversion date in cash, or at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of preferred A-1 shares, or a combination thereof. In accordance with the Series B preferred stock terms, dividends of Series A-1 preferred stock are accrued on a quarterly basis, within additional paid in capital. A total of 7,202 shares at a value of $326,356 have been recorded in additional paid in capital as of the year ended September 30, 2023. The Company stopped accruing dividends as of July 26, 2023.   Liquidation – Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, Series B Preferred Stock holders shall be entitled to receive out of the assets an amount equal to the stated value of $16.246 per share, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due (the preferred liquidation preference), for each share of Series B Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities.     Conversion – Each share of Series B Preferred Stock shall be convertible, at any time and from time to time from and after the original issue date at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Series B Preferred Stock by the conversion price, $16.246 per share. The conversion price would be reduced if the Company issues common stock at a price lower than the conversion price or issues an instrument granting the holder rights to purchase common stock at a price lower than the conversion price. Upon the closing of the Going Public Transaction all outstanding shares of Series B Preferred Stock shall automatically be converted into that number of shares of common stock, subject to a beneficial ownership limitation of 9.99%, determined by dividing the stated value of such share of Series B Preferred Stock by the conversion price.   Anti-Dilution Adjustment – If and whenever the Company issues of sells ordinary shares for a consideration price that is less than the Series B Preferred Shares Conversion Price, then immediately after such Dilutive Issuance, the Conversion Price of the Series B Preferred Shares shall be reduced to equal the Discounted Per Share Ordinary Share Purchase Price and the holders are entitled to receive a number of conversion shares, but in no event shall the Conversion Price become lower than the greater of (i) $2.00 or  (ii) 20% of the closing price on the Trading Day immediately prior to the Effective Date   .   Deemed Dividend – On February 14, 2023, the Company executed an SPA with a current shareholder of the Company (see Note 8) which triggered the anti-dilution adjustment for Series B Preferred Shares. As such, the Company recognized a deemed dividend of $48,633 for an additional 16,486 shares in incremental share value as an adjustment to accumulated deficit and additional paid in capital for the period ended September 30, 2023.   The Company had total shares outstanding of no share of Preferred A outstanding as of September 30, 2023 and 2022. As of September 30, 2023 and 2022, the Company had 7,202 and 6,131 Preferred Series A-1 and 12,481 and 12,481 shares of Series B Preferred Stock outstanding, respectively.

v3.23.3

Warrants	9 Months Ended
	Sep. 30, 2023
Guarantees and Product Warranties [Abstract]
Warrants	Note 11 - Warrants   In conjunction with the Convertible Debenture and Warrant issuance on February 14, 2023, 266,667 warrants that were previously issued to Alpha on November 19, 2021 were revalued on February 14, 2023, reducing the exercise price from $45.00 per warrant share to $0.60 per warrant share. The Company performed a Black Scholes model for the re-pricing of the warrants using the value of the underlying stock price of $5.10 stock price, exercise price of $0.60, expected dividend rate of 0%, risk-free interest rate of 4.04% and volatility of 52.57% and remaining term of 2.9 years. These same assumptions were applied to the Warrant as discussed in Note 8. The value allocated to the warrants on November 19, 2021 was $11,435 and recorded in Additional Paid-In Capital. The fair value of the re-priced warrants on February 15, 2023 was $1,218,205, an increase of $1,206,771. The incremental value of the warrants is also recorded in Additional Paid-In Capital as of September 30, 2023 as a deemed dividend.   On June 6, 2023, an investor exercised 125,359 warrants via a cashless exercise for 121,479 ordinary shares.   On June 14, 2023, the Company filed a registration statement on Form S-1 (file number: 333-272652) with the SEC to register 266,667 ordinary shares issuable upon exercise of the purchase warrants issued to Alpha in November 2021. The registration statement on Form S-1 was deemed effective on September 29, 2023.   During the nine months ended September 30, 2023, the Company recognized 3,015 warrants acquired during the SportsHub Acquisition, see Note 5. The warrants have an exercise price of $17.90 and expire October 29, 2028.   Following is a summary of the Company’s warrant activity for the nine-month period ended September 30, 2023:  Schedule of Warrant Activity     Number of Shares     Weighted Average Exercise Price per Share     Weighted Average Remaining Life (Years)   Outstanding as of December 31, 2022     400,359     $ 0.82       2.83   Previously issued regular warrants     (266,667 )     (45.00 )     0.49   Revalued regular warrants     266,667       0.60       0.49   Exercised     (125,359 )     (0.01 )     -   Issued and vested     883,015       4.15       3.34   Outstanding as of September 30, 2023     1,158,015     $ 3.43       3.84

v3.23.3

Stock Compensation	9 Months Ended
	Sep. 30, 2023
Retirement Benefits [Abstract]
Stock Compensation	Note 12 - Stock Compensation   Option awards are generally granted with an exercise price equal to the market price of the Company’s ordinary shares at the date of grant; those options generally vest based on three years of continuous service and have ten-year contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the plans.   The fair value of each option award is estimated on the date of grant using a Black Scholes option-pricing model. The Company uses historical option exercise and termination data to estimate the term the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date. The expected volatility is determined using the volatility of peer companies. The Company’s underlying stock has been publicly traded since the date of the MTS Merger. Subsequent to the MTS Merger, option grants made under the SharpLink Inc. 2021 Plan utilized the publicly traded stock price of the Company on the day of the option award. All option grants made under the SharpLink, Inc. 2020 Stock Incentive Plan were prior to the MTS Merger. The underlying SharpLink, Inc. stock under that plan was not publicly traded but was estimated on the date of the grants using valuation methods that consider valuations from recent equity financings as well as future planned transactions. All option grants made under the SportsHub Games Network Inc. 2018 Incentive Plan were prior to the SportsHub Acquisition. The underlying SportsHub stock under that plan was not publicly traded but was estimated on the date of the grants using valuation methods that consider valuations from recent equity financings as well as future planned transactions.   The fair value of each stock option grant is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions:    Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions     September 30, 2023           Expected volatility     53.6-116.6 % Expected dividends     0.0 % Expected term (years)     5.7   Risk-free rate     3.4 – 4.3 % Fair value of ordinary shares on grant date   $ 1.70 – $4.03       The summary of activity under the plans as of September 30, 2023, and change during the nine months ended September 30, 2023 is as follows:  Schedule of Stock Option Activity           Weighted     Weighted average                   average     remaining     Aggregate   Options   Shares     exercise price     contractual term     intrinsic value   Outstanding as of December 31, 2022     288,914       11.40               7,750   Granted     155,755       4.46                   Exercised     —       —                   Acquired1     14,552       14.16                   Forfeited     (7,112 )     5.70                   Expired     (1,413 )     8.84                   Outstanding as of September 30, 2023     450,696       9.21       8.9       4,000                                     Exercisable as of September 30, 2023     211,949       11.47       8.5       4,000     1 During the nine months ended September 30, 2023, the Company recognized 14,552 options that were acquired during the SportsHub Acquisition, see Note 5. The options have an exercise price of $14.16 and expire December 21, 2032. The options were fully vested upon the SportsHub acquisition.   Unamortized stock compensation expense of $894,970 as of September 30, 2023, will be amortized through 2026 and has a weighted average recognition period of three years.

v3.23.3

Operating Segments	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Operating Segments	Note 13 - Operating Segments   The Company has four operating segments: Affiliate Marketing Services – United States, Affiliate Marketing Services – International, Sports Gaming Client Services and SportsHub Games Network. Each operating segment is also a reportable segment. The Enterprise Telecom Expense Management (“Enterprise TEM”) business unit is reflected in discontinued operations (see Note 16). The Enterprise TEM and Affiliate Marketing Services – International segments are a result of the MTS Merger and FourCubed acquisition, respectively, in 2021. The Enterprise TEM segment will not be presented going forward due to its sale on December 31, 2022.   The Affiliate Marketing Services – United States segment operates a performance marketing platform which owns and operates state-specific web domains designed to attract, acquire and drive local sports betting and casino traffic directly to the Company’s sportsbook and casino partners which are licensed to operate in each respective state. The Company earns a commission from sportsbooks and casino operators on new depositors directed to them via our proprietary D2P websites in America. In addition, this segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee.   The Affiliate Marketing Services – International segment is an iGaming and affiliate marketing network, focused on delivering quality traffic and player acquisitions, retention and conversions to global iGaming operator partners worldwide in exchange for a commission (cost per acquisition or portion of net gaming revenues) paid to the Company by the partners for the new players referred to them.   The Sports Gaming Client Services segment provides its clients with development, hosting, operations, maintenance, and service of free-to-play games and contests. These relationships can be either software-as-service (“SaaS”) arrangements that are hosted by SharpLink and accessed through its clients’ websites or other electronic media; or software licenses that allow the client to take the software on premise.   The SportsHub Games Network segment owns and operates a variety of real-money fantasy sports and sports simulation games and mobile apps on its platform; and is licensed or authorized to operate in every state in the United States where fantasy sports play is legal and in which SportsHub has elected to operate based on the financial viability of operating there.   The Enterprise TEM segment is a global provider of solutions for telecommunications expense management, enterprise mobility management, call usage and accounting software. The segment’s TEM solutions allow enterprises and organizations to make smarter choices with their telecommunications spending at each stage of the service lifecycle, including allocation of cost, proactive budget control, fraud detection, processing of payments and spending forecasting. The Enterprise TEM segment is reflected as discontinued operations in 2023 and 2022 and was sold on December 31, 2022. See Note 16.   Any intercompany revenues or expenses are eliminated in consolidation.   A measure of segment assets and liabilities has not been currently provided to the Company’s chief operating decision maker and is therefore not presented below.   Summarized financial information for the Company’s reportable segments for the three and nine months ended September 30, 2023 and 2022 are shown below:   For the three months ended September 30, 2023: Schedule of Companies Reportable Segments     Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Enterprise TEM     Total                                   Revenues   $ 231,921     $ 1,191,964     $ 420,100     $ 1,425,939     $ -     $ 3,269,924   Cost of revenues     167,109       840,308       628,499       497,688       -       2,133,604   Loss from operations     (1,741,432 )     (114,696 )     (274,914 )     (327,710 )     -       (2,458,752 ) Loss from discontinued operations     -       -       -       -       (148,000 )     (148,000 ) Net income (loss)   $ (2,338,783 )   $ (140,399 )   $ (276,374 )   $ 54,009     $ (148,000 )   $ (2,849,547 )     For the three months ended September 30, 2022:       Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Enterprise TEM     Total                                   Revenues   $ 114,972     $ 760,585     $ 417,117     $         -     $ -     $ 1,292,674   Cost of revenues     25,484       489,808       589,403       -       -       1,104,695   Loss from operations     (1,439,115 )     (143,500 )     (334,584 )     -       -       (1,917,199 ) Loss from discontinued operations     -       -       -       -       (104,633 )     (104,633 ) Net income (loss)   $ (1,432,493 )   $ (175,897 )   $ (334,584 )   $ -     $ (104,633 )   $ (2,047,607 )   For the nine months ended September 30, 2023:       Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Enterprise TEM     Total                                   Revenues   $ 817,268     $ 3,325,128     $ 2,183,644     $ 3,591,631     $ -     $ 9,917,671   Cost of revenues     574,841       2,300,084       2,325,107       1,272,367       -       6,472,399   Loss from operations     (5,834,870 )     (312,551 )     (366,747 )     (1,055,551 )     -       (7,569,719 ) Loss from discontinued operations     -       -       -       -       (441,997 )     (441,997 ) Net income (loss)   $ (7,548,726 )   $ (394,124 )   $ (368,207 )   $ (361,389 )   $ (441,997 )   $ (9,114,443 )   For the nine months ended September 30, 2022:       Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Enterprise TEM     Total                                   Revenues   $ 285,004     $ 2,524,547     $ 2,130,713     $                  -     $ -     $ 4,940,264   Cost of revenues     70,771       1,533,373       2,430,693       -       -       4,034,837   Loss from operations     (6,811,370 )     (5,050,662 )     (623,359 )     -       -       (12,485,391 ) Loss from discontinued operations     -       -       -       -       (1,360,286 )     (1,360,286 ) Net income (loss)   $ (6,781,946 )   $ (5,137,477 )   $ (623,359 )   $ -     $ (1,255,654 )   $ (13,903,068 )   Summarized revenues by country in which the Company operated for the three and nine months ended September 30, 2023 and 2022 are shown below:  Schedule of Revenues by Country Three Months Ended September 30, 2023   Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total                                   United States   $ 231,921     $ -     $ 420,100     $ 1,425,939     $ 2,077,960   Rest of World     -       1,191,964       -       -       1,191,964   Revenues   $ 231,921     $ 1,191,964     $ 420,100     $ 1,425,939     $ 3,269,924                                             Three Months Ended September 30, 2022                                                                                   United States   $ 114,972     $ -     $ 417,117     $ -     $ 532,089   Rest of World     -       760,585       -       -       760,585   Revenues   $ 114,972     $ 760,585     $ 417,117     $ -     $ 1,292,674     Nine Months Ended September 30, 2023   Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total                                   United States   $ 817,268     $ -     $ 2,183,644     $ 3,591,631     $ 6,592,543   Rest of World     -       3,325,128       -       -       3,325,128   Revenues   $ 817,268     $ 3,325,128     $ 2,183,644     $ 3,591,631     $ 9,917,671                                             Nine Months Ended September 30, 2022                                                                                   United States   $ 285,004     $ -     $ 2,130,713     $ -     $ 2,415,717   Rest of World     -       2,524,547       -       -       2,524,547   Revenues   $ 285,004     $ 2,524,547     $ 2,130,713     $ -     $ 4,940,264     The Company does not have material tangible long-lived assets in foreign jurisdictions.     The Company’s Sports Gaming Client Services and Affiliate Marketing Services – International segments derive a significant portion of their revenues from several large customers. The table below presents the percentage of consolidated revenues derived from large customers:   Schedule of Percentage of Consolidated Revenues Derived from Large Customers     September 30, 2023     September 30, 2022                 Customer A     15 %     39 % Customer B     14 %     4 % Customer C     7 %     15 % Customer     7 %     15 %

v3.23.3

Revenue Recognition	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Note 14 - Revenue Recognition   The Company combines its revenue into the following categories:  Schedule of Revenue Recognition For the three months ended September 30, 2023   Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Software-as-a-service   $ 74,554     $ -     $ 420,100     $ -     $ 494,654   Fee revenue     -       -       -       1,425,939       1,425,939   Services and other     157,367       1,191,964       -       -       1,349,331   Total   $ 231,921     $ 1,191,964     $ 420,100     $ 1,425,939     $ 3,269,924     For the three months ended September 30, 2022   Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Software-as-a-service   $ 111,227     $ -     $ 417,117     $           -     $ 528,344   Fee revenue     -       -       -       -       -   Services and other     3,745       760,585       -       -       764,330   Total   $ 114,972     $ 760,585     $ 417,117     $ -     $ 1,292,674     For the nine months ended September 30, 2023   Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Software-as-a-service   $ 216,778     $ -     $ 2,183,644     $ -     $ 2,400,422   Fee revenue     -       -       -       3,591,631       3,591,631   Services and other     600,490       3,325,128       -       -       3,925,618   Total   $ 817,268     $ 3,325,128     $ 2,183,644     $ 3,591,631     $ 9,917,671     For the nine months ended September 30, 2022   Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Software-as-a-service   $ 281,259     $ -     $ 2,130,713     $               -     $ 2,411,972   Fee revenue     -       -       -       -       -   Services and other     3,745       2,524,547       -       -       2,528,292   Total   $ 285,004     $ 2,524,547     $ 2,130,713     $ -     $ 4,940,264     The Company’s license contracts contain promises to transfer multiple products to the customer. Judgment is required to determine whether each product is considered to be a distinct performance obligation that should be accounted for separately under the contract. We have elected to utilize the “right to invoice” practical expedient under ASC 606 which allows us to recognize revenue for our performance under the contract for the value which we have provided to the customer during a period of time in our contract with them.   Determining whether licenses are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. In some arrangements, such as the Company’s license arrangements, the Company has concluded that the individual licenses are distinct from each other. In others, like the Company’s SaaS arrangements, the software development and final product are not distinct from each other because they are highly integrated and therefore the Company has concluded that these promised goods are a single, combined performance obligation.   The Company is required to estimate the total consideration expected to be received from contracts with customers. In certain circumstances, the consideration expected to be received is fixed based on the specific terms of the contract or based on the Company’s expectations of the term of the contract. The Company has not experienced significant returns from or refunds to customers. These estimates require significant judgment and the change in these estimates could have an effect on its results of operations during the periods involved.   The Company follows a five-step model to assess each sale to a customer; identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue recognized point in time and over time is presented by period below:     For the three months ended September 30, 2023:  Schedule of Revenue Recognized Point in Time and Over Time     Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Point in time   $ 157,367     $ 1,191,964     $ -     $ 360,088     $ 1,709,419   Over time     74,554       -       420,100       1,065,851       1,560,505   Total   $ 231,921     $ 1,191,964     $ 420,100     $ 1,425,939     $ 3,269,924     For the three months ended September 30, 2022:       Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Point in time   $ 3,745     $ 760,585     $ -     $                -     $ 764,330   Over time     111,227       -       417,117       -     $ 528,344   Total   $ 114,972     $ 760,585     $ 417,117     $ -     $ 1,292,674     For the nine months ended September 30, 2023:       Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Point in time   $ 600,490     $ 3,325,128     $ -     $ 1,031,113     $ 4,956,731   Over time     216,778       -       2,183,644       2,560,518       4,960,940   Total   $ 817,268     $ 3,325,128     $ 2,183,644     $ 3,591,631     $ 9,917,671     For the nine months ended September 30, 2022:       Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Point in time   $ 3,745     $ 2,524,547     $ -     $                -     $ 2,528,292   Over time     281,259       -       2,130,713       -     $ 2,411,972   Total   $ 285,004     $ 2,524,547     $ 2,130,713     $ -     $ 4,940,264     The Company’s assets and liabilities related to its contracts with customers were as follows:  Schedule of Contract Assets and Liabilities     September 30, 2023     December 31, 2022                 Accounts receivable   $ 1,394,340     $ 776,530   Unbilled revenue     128,879       47,000   Contract assets     99,410       219,116   Contract liabilities     (8,448,201 )     (2,166,451 )   The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract advanced billings on the Company’s consolidated balance sheet. The Company has an enforceable right to payment upon invoicing and records contract liabilities when revenue is recognized subsequent to invoicing. The Company recognized unbilled revenue when revenue is recognized prior to invoicing.   The Company recognized contract assets related to direct costs incurred to fulfil the contracts. These costs are primarily labor costs associated with the development of the software. The Company defers these costs and amortizes them into cost of revenues over the period revenues are recognized.   The activity in the contract assets for the nine months ended September 30, 2023 is as follows:   Schedule of Contract Assets     Amount   Balance as of December 31, 2022   $ 219,116   Labor costs expensed     (577,956 ) Labor costs deferred     458,250   Balance as of September 30, 2023   $ 99,410       The Company recognizes contract liabilities for cash received from its users prior to recognition of revenue to fulfil its contracts. The payments received are primarily from the Company’s operation of its own online gaming business. The Company defers the revenue and recognizes it throughout the online game’s respective season.   The activity in the contract liabilities for the nine months ended September 30, 2023 is as follows:   Schedule of Contract Liabilities     Amount   Balance as of December 31, 2022   $ (2,166,451 ) Revenue recognized or reclassified     10,374,078   Deferred revenue     (16,655,828 ) Balance as of September 30, 2023   $ (8,448,201 )   All contract liabilities at September 30, 2023 and December 31, 2022 were recognized as revenue or expected to be recognized within the next fiscal year. All other activity in contract liabilities is due to the timing of invoices in relation to the timing of revenue as described above.   Contracted but unsatisfied performance obligations were approximately $410,110   and $850,000 as of September 30, 2023 and December 31, 2022, respectively, of which the Company expects to recognize the entire amount in revenue over the next year.   Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, and not to facilitate financing arrangements.   The Company had three customers that accounted for approximately 36% of revenue for the nine months ended September 30, 2023. There was $451,035 due from these customers at September 30, 2023.   The Company had three customers that accounted for approximately 59% of revenue for the nine months ended September 30, 2022. There was $322,085 due from these customers at September 30, 2022.

v3.23.3

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 15 – Income Taxes   On a quarterly basis, we estimate our annual effective tax rate and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction. The effective tax rate for the nine-month period ended September 30, 2023 was (0.32%); and for the nine-month period ended September 30, 2022, it was (0.01)%.

v3.23.3

Discontinued Operations	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Note 16 – Discontinued Operations   In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meets the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations.   In June 2022, the Company’s board of directors authorized management to enter into negotiations to sell MTS. The Company negotiated a Share and Asset Purchase Agreement which was closed on December 31, 2022. The majority of the assets of the primary reporting unit within MTS were sold. The assets and liabilities remaining post transaction are in the process of winding down subsequent to the year ended December 31, 2022. Accordingly, the assets and liabilities of the MTS business are separately reported as assets and liabilities from discontinued operations as of September 30, 2023 and December 31, 2022. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations.     Prior to the sale of MTS on December 31, 2022, the Enterprise TEM operating segment’s performance obligations are satisfied either overtime (managed services and maintenance) or at a point in time (software licenses). Professional services rendered after implementation are recognized as performed. Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Many of the Enterprise TEM operating segment’s agreements include software license bundled with maintenance and supports. The Company allocates the transaction price for each contract to each performance obligation identified in the contract based on the relative standalone selling price (SSP). The Company determines SSP for the purposes of allocating the transaction price to each performance obligation by considering several external and internal factors including, but not limited to, transactions where the specific element sold separately, historical actual pricing practices in accordance with ASC 606, Revenues from Contracts with Customers. The determination of SSP requires the exercise of judgement. For maintenance and support, the Company determines the SSP based on the price at which the Company sells a renewal contract.   A reconciliation of the major classes of line items constituting the loss from discontinued operations, net of income taxes as presented in the condensed consolidated statements of operations for the nine months ended September 30, 2023 and 2022 (unaudited) is summarized in the table below.   Summary Reconciliation of Discontinued Operations  Summary Reconciliation of Discontinued Operations     Three months ended September 30, 2023     Three months ended September 30, 2022     Nine months ended September 30, 2023     Nine months ended September 30, 2022                             Revenues   $ -     $ 862,239     $ -     $ 2,732,069                                     Cost of Revenues     3,500       435,896       10,500       1,480,072                                     Gross (Loss) Profit     (3,500 )     426,343       (10,500 )     1,251,997                                     Operating Expenses                                 Selling, general, and administrative expenses     139,000       548,435       416,997       1,391,726   Goodwill and intangible asset impairment expense     -       -       -       1,224,671   Total operating expenses     139,000       548,435       416,997       2,616,397                                     Operating Loss     (142,500 )     (122,092 )     (427,497 )     (1,364,400 )                                   Other Income and Expense     (3,500 )     20,459       (10,500 )     8,114 Total other income and expense     (3,500 )     20,459       (10,500 )     8,114                                   Loss Before Income Taxes     (146,000 )     (101,633 )     (437,997 )     (1,356,286 )                                   Provision for income tax expenses     2,000       3,000       4,000       4,000                                     Loss from discontinued operations   $ (148,000 )   $ (104,633 )   $ (441,997 )     (1,360,286 )   The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of September 30, 2023 (unaudited) and December 31, 2022:  Schedule of Major Classes of Assets and Liabilities     September 30, 2023     December 31, 2022       (Unaudited)         Carrying amounts of major classes of assets included as part of discontinued operations:                                   Current Assets                 Cash   $ 153,000     $ 648,000   Accounts receivable, net of allowance     69,000       191,000   Prepaid expenses and other current assets     164,000       187,000   Equipment, net     3,000       5,000   Other Assets     -       279,000   Total current assets   $ 389,000     $ 1,310,000         September 30, 2023     December 31, 2022       (Unaudited)         Carrying amounts of major classes of liability included as part of discontinued operations:                                   Current Liabilities                 Accrued expenses   $ 82,100     $ 374,879   Contract liabilities     3,000       2,000   Other current liabilities     736,398       838,274   Total current liabilities   $ 821,498     $ 1,215,153

v3.23.3

Net Loss Per Share	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	Note 17 – Net Loss Per Share   The calculation of loss per share and weighted-average shares of the Company’s ordinary shares outstanding for the periods presented are as follows:  Schedule of Loss Per Share and Weighted-average     2023     2022     2023     2022       Three months ended September 30     Nine months ended September 30       2023     2022     2023     2022   Net loss from continuing operations   $ (2,701,547 )   $ (1,942,974 )   $ (8,672,446 )   $ (12,542,782 ) Less: deemed dividends on Series B preferred stock     -       -       (48,633 )     -   Less: dividends on series B preferred stock     (213 )     (2,247 )     (1,861 )     (8,088 ) Net loss from continuing operations available to ordinary shareholders     (2,701,760 )     (1,945,221 )     (8,722,940 )     (12,550,870 )                                   Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders     (148,000 )     (104,633 )     (441,997 )     (1,360,286 ) Net loss available to ordinary shareholders   $ (2,849,760 )   $ (2,049,854 )   $ (9,164,937 )   $ (13,911,156 )                                   Basic and diluted weighted-average shares outstanding     2,863,607       2,361,974       2,736,583       2,361,974                                     Basic and diluted:                                 Net loss from continuing operations per share   $ (0.94 )   $ (0.82 )   $ (3.19 )   $ (5.31 ) Net income (loss) from discontinued operations per share     (0.05 )     (0.04 )     (0.16 )     (0.58 ) Net loss per share   $ (0.99 )   $ (0.86 )   $ (3.35 )   $ (5.89 )     The redeemable Series B convertible preferred stock is a participating security, whereby if a dividend is declared to the holders of ordinary shares, the holders of preferred stock would participate to the same extent as if they had converted the preferred stock to ordinary shares.   For the periods presented, the following securities were not required to be included in the computation of diluted shares outstanding:   Schedule of computation of diluted shares outstanding: Schedule of Computation of Diluted Shares Outstanding     September 30, 2023     September 30, 2022   Stock options     450,696       258,412   Series A-1 preferred stock     7,202       6,131   Series B preferred stock     12,481       12,481   SportsHub warrants     3,015       -   Prefunded warrants     -       125,359   MTS warrants     8,333       8,333   Purchase warrants     880,000       -   Regular warrants     266,667       266,667   Total     1,628,394       677,383

v3.23.3

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 18 – Related Party Transactions   The Company uses Brown & Brown (“Brown”) as an insurance broker. Brown is considered a related party as an executive of Brown serves on the board of directors for the Company. The Company paid $700,975 and $921,640   for the nine months ending September 30, 2023 and 2022, respectively for insurance coverage brokered by Brown. The Company’s director earned no commissions for the placement of these policies.   The Company leases office space in Canton, Connecticut from CJEM, LLC, which is owned by an officer and director of the Company. The Company paid rent expense of $28,800 for the nine months ended September 30, 2023 and 2022 related to this lease.

v3.23.3

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 19 – Subsequent Events   The Company performed an evaluation of subsequent events for potential recognition and disclosure past the date of the financial statements’ issuance.   Pending Domestication Merger   On June 14, 2023, the Company (or “SharpLink Israel”), SharpLink Gaming, Inc., a Delaware corporation and a wholly owned subsidiary of SharpLink Israel (“SharpLink US”), and SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink US (“Domestication Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization (as amended July 24, 2023, the “Domestication Merger Agreement”), pursuant to which Domestication Merger Sub will be merged with and into SharpLink Israel, with SharpLink Israel being the surviving entity and continuing as a wholly  owned subsidiary of SharpLink US (the “Domestication Merger”).   Under the Domestication Merger Agreement, SharpLink Israel will become a wholly owned subsidiary of a Delaware corporation by the Domestication Merger Sub merging with and into SharpLink Israel, with SharpLink Israel surviving the Domestication Merger and becoming a wholly owned subsidiary of SharpLink US. In connection with the Domestication Merger, all SharpLink Israel ordinary shares, par value NIS 0.60 per share (the “SharpLink Israel Shares”), outstanding immediately prior to the Domestication Merger will convert, on a one-for-one basis, into the right to receive, and become exchangeable for, shares of common stock of SharpLink US, par value $0.0001 per share (the “SharpLink US Common Stock”), and all preferred shares, options and warrants of SharpLink Israel outstanding immediately prior to the Domestication Merger will be converted into or exchanged for equivalent securities of SharpLink US. The Debenture issued to Alpha on February 15, 2023, convertible into SharpLink Israel Shares, will be convertible into shares of SharpLink US Common Stock at the same price and on the same other terms and any interest paid thereunder in shares will be paid in SharpLink US Common Stock. By virtue of the Domestication Merger, all of the SharpLink Israel Shares and SharpLink Israel Preferred Shares shall represent the right to receive the applicable SharpLink US Common Stock and Preferred Stock, shall be deemed to have been transferred to SharpLink US in exchange for the right to receive such applicable SharpLink US Common Stock and Preferred Stock, and each holder of a certificate or of evidence of shares in book-entry account, representing any certificated or non-certificated SharpLink Israel Shares or SharpLink Israel Preferred Shares, shall cease to have any rights with respect thereto, except the right to receive the applicable SharpLink US Common Stock and Preferred Stock.      The proxy statement/registration statement on Form S-4 (file number: 333-272655), as amended, was originally filed with the SEC by SharpLink Israel and SharpLink US on June 15, 2023, and declared effective by the SEC on October 23, 2023. SharpLink Israel’s Board of Directors has set October 30, 2023 as the record date for shareholders to vote, by proxy or in person, on approving and adopting the Domestication Merger Agreement and the transactions contemplated therein at an Extraordinary General Meeting of Shareholders that will be held on November 29, 2023 at 11:00 A.M. Central time at the Company’s corporate office located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401.   Change in Share Capital   On October 24, 2023, the Company held an Extraordinary General Meeting of Shareholders (the “Meeting”) at which shareholders approved the adoption of an amendment to the Company’s amended and restated articles of association to increase authorized share capital of the Company from 9,290,000 Ordinary Shares, nominal value NIS 0.60 per share, to 100,000,000 Ordinary Shares, nominal value NIS 0.60 per share and a corresponding amendment to the Company’s memorandum of association.

v3.23.3

New Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements   In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The Company adopted ASU 2020-06 on January 1, 2023 and was applied to the Company’s accounting for its convertible debenture and warrants (see Note 8).   In June 2016 and subsequently amended in March 2022, the FASB issued ASC 326, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments (“ASC 326”), which replaces the existing incurred loss model with a current expected credit loss (“CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company would be required to use a forward-looking CECL model for accounts receivables, guarantees and other financial instruments. The Company adopted ASC 326 on January 1, 2023 and ASC 326 did not have a material impact on its consolidated financial statements as the Company has not had any historical credit losses.

v3.23.3

Additional Balance Sheet Information (Tables)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Intangible Assets	Intangible assets, net of accumulated amortization as of September 30, 2023 and December 31, 2022 consisted of the following:   Schedule of Intangible Assets     Weighted-average                         amortization period     Cost, Net of     Accumulated             (years)     Impairment     Amortization     Net   Balance, September 30, 2023                                 Customer relationships     5 - 10     $ 2,643,000     $ 586,234     $ 2,056,766   Acquired technology     3 - 5       1,433,357       1,245,668       187,689   Tradenames     6       640,000       83,407       556,593   Internally developed software     5       1,145,902       435,221       710,681   Software in development     N/A       458,484       -       458,484               $ 6,320,743     $ 2,350,530     $ 3,970,213                                     Balance, December 31, 2022                                 Customer relationships     5 – 10     $ 2,643,000     $ 280,636     $ 2,362,364   Acquired technology     3 - 5       1,437,050       1,201,739       235,311   Tradenames     6       640,000       3,405       636,595   Internally developed software     5       749,147       288,530       460,617   Software in development     N/A       33,046       -       33,046               $ 5,502,243     $ 1,774,310     $ 3,727,933
Schedule of Goodwill	Goodwill as of September 30, 2023 and December 31, 2022 consisted of the following:  Schedule of Goodwill     Sports Gaming Client Services     Sports Hub Gaming     Affiliate Marketing Services - International     Total   Balance as of December 31, 2022   $ 381,000     $ 4,919,928     $ 1,615,167     $ 6,916,095   Goodwill     -       -       -       -   Less: Impairment charges     -       -       -       -   Balance as of September 30, 2023   $ 381,000     $ 4,919,928     $ 1,615,167     $ 6,916,095

v3.23.3

Acquisitions (Tables) - Sports Hub Acquisition [Member]	9 Months Ended
	Sep. 30, 2023
Business Acquisition [Line Items]
Schedule of Purchase Consideration	Schedule of Purchase Consideration Description   Amount   Fair Value of Equity Consideration   $ 1,370,287   Fair Value of Seller Platinum Line of Credit and Loan     5,387,850   Total Purchase Price   $ 6,758,137
Schedule of Fair Value of Assets Acquired and Liabilities Assumed	The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows:  Schedule of Fair Value of Assets Acquired and Liabilities Assumed           Assets:         Cash   $ 38,255,266   Restricted cash     10,604,004   Accounts receivable     186,712   Prepaid expenses and other current assets     1,916,932   Equipment     11,953   Other long-term assets     95,793   Intangible assets     2,390,000   Total Assets   $ 53,460,660             Liabilities:         Accrued expenses   $ 284,345   Deferred tax liabilities     48,775   Deferred revenue     3,574,285   Other current liabilities     47,657,117   Other long-term liabilities     106,705   Total liabilities   $ 51,671,227             Net assets acquired, excluding goodwill   $ 1,789,433             Goodwill     4,968,703             Purchase consideration for accounting acquiree   $ 6,758,137
Schedule of Fair Value Assumption Asset	The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows:  Schedule of Fair Value Assumption Asset           Weighted Average       Fair Value     Useful Life (Years)   Customer relationships   $ 1,550,000       5   Trade names     640,000       6   Acquired technology     200,000           5       $ 2,390,000
Schedule of Business Acquisition Pro Forma Information	The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of SportsHub:   Schedule of Business Acquisition Pro Forma Information     September 30, 2022           Revenues   $ 8,379,821             Loss from continuing operations     (13,873,171 ) Less: dividends accrued on series B preferred stock     (8,088 ) Net loss from continuing operations available to ordinary shareholders     (13,881,259 )           Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders     (1,360,286 ) Net loss available to ordinary shareholders     (15,241,545 )           Basic and diluted:         Net loss from continuing operations per share   $ (5.88 ) Net loss from discontinued operations per share     (0.58 ) Net loss per share   $ (6.45 )

v3.23.3

Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Debt	A summary of the debt agreements is noted below:   Schedule of Debt     September 30, 2023           Note Payable – Bank, $2,000,000 principle, secured by assets of SportsHub   $ 970,986   Note Payable – Bank, $3,250,000 principle, secured by assets of FCAC     2,238,062   Total     3,209,048   Less unamortized debt issuance costs     11,756   Less current portion     1,054,954   Long-term debt   $ 2,142,338
Schedule of Outstanding Amount of Debt	The outstanding amount of debt as of September 30, 2023, matures by year as follows:   Schedule of Outstanding Amount of Debt Year   Amount   For the remaining three months ended December 31, 2023   $ 259,181   2024     1,066,696   2025     1,120,612   2026     700,256   2027     62,303   Total   $ 3,209,048

v3.23.3

Convertible Debenture and Warrant (Tables)	9 Months Ended
	Sep. 30, 2023
Convertible Debenture And Warrant
Summary of Convertible Debenture Recorded at Fair value	The following provides a summary of the Convertible Debenture recorded at fair value as of September 30, 2023:  Summary of Convertible Debenture Recorded at Fair value           Principle amount of convertible debenture at issuance:   $ 4,400,000   Unamortized discount for warrants     (929,598 ) Unamortized discount for OID     (316,669 ) Accrued interest expense     216,987   Change in fair value     1,002,243   Balance of convertible debenture as of September 30, 2023:     4,372,963

v3.23.3

Fair Value (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value	The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy on September 30, 2023:  Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value     Convertible Debenture     Purchase Warrant   Level I   $ -     $ -   Level II   $ -     $ -   Level III   $ 4,372,963     $ 1,174,229   Total   $ 4,372,963     $ 1,174,229
Significant Unobservable Inputs (level 3) and Related Expenses and Losses	Significant Unobservable Inputs (level 3) and Related Expenses and Losses           Fair Value, December 31, 2022   $ -   Issuance of convertible debenture     2,825,771   Accretion for discount for warrants     244,629   Accretion for discount for OID     83,333   Interest expense     216,987   Change in fair value     1,002,243   Fair Value, September 30, 2023   $ 4,372,963
Schedule of B Spreads	Schedule of B Spreads           Issuance February 14, 2023     4.13 % Fair Value September 30, 2023     2.81 %

v3.23.3

Warrants (Tables)	9 Months Ended
	Sep. 30, 2023
Guarantees and Product Warranties [Abstract]
Schedule of Warrant Activity	Following is a summary of the Company’s warrant activity for the nine-month period ended September 30, 2023:  Schedule of Warrant Activity     Number of Shares     Weighted Average Exercise Price per Share     Weighted Average Remaining Life (Years)   Outstanding as of December 31, 2022     400,359     $ 0.82       2.83   Previously issued regular warrants     (266,667 )     (45.00 )     0.49   Revalued regular warrants     266,667       0.60       0.49   Exercised     (125,359 )     (0.01 )     -   Issued and vested     883,015       4.15       3.34   Outstanding as of September 30, 2023     1,158,015     $ 3.43       3.84

v3.23.3

Stock Compensation (Tables)	9 Months Ended
	Sep. 30, 2023
Retirement Benefits [Abstract]
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions	The fair value of each stock option grant is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions:    Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions     September 30, 2023           Expected volatility     53.6-116.6 % Expected dividends     0.0 % Expected term (years)     5.7   Risk-free rate     3.4 – 4.3 % Fair value of ordinary shares on grant date   $ 1.70 – $4.03
Schedule of Stock Option Activity	The summary of activity under the plans as of September 30, 2023, and change during the nine months ended September 30, 2023 is as follows:  Schedule of Stock Option Activity           Weighted     Weighted average                   average     remaining     Aggregate   Options   Shares     exercise price     contractual term     intrinsic value   Outstanding as of December 31, 2022     288,914       11.40               7,750   Granted     155,755       4.46                   Exercised     —       —                   Acquired1     14,552       14.16                   Forfeited     (7,112 )     5.70                   Expired     (1,413 )     8.84                   Outstanding as of September 30, 2023     450,696       9.21       8.9       4,000                                     Exercisable as of September 30, 2023     211,949       11.47       8.5       4,000     1 During the nine months ended September 30, 2023, the Company recognized 14,552 options that were acquired during the SportsHub Acquisition, see Note 5. The options have an exercise price of $14.16 and expire December 21, 2032. The options were fully vested upon the SportsHub acquisition.

v3.23.3

Operating Segments (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of Companies Reportable Segments	Schedule of Companies Reportable Segments     Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Enterprise TEM     Total                                   Revenues   $ 231,921     $ 1,191,964     $ 420,100     $ 1,425,939     $ -     $ 3,269,924   Cost of revenues     167,109       840,308       628,499       497,688       -       2,133,604   Loss from operations     (1,741,432 )     (114,696 )     (274,914 )     (327,710 )     -       (2,458,752 ) Loss from discontinued operations     -       -       -       -       (148,000 )     (148,000 ) Net income (loss)   $ (2,338,783 )   $ (140,399 )   $ (276,374 )   $ 54,009     $ (148,000 )   $ (2,849,547 )     For the three months ended September 30, 2022:       Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Enterprise TEM     Total                                   Revenues   $ 114,972     $ 760,585     $ 417,117     $         -     $ -     $ 1,292,674   Cost of revenues     25,484       489,808       589,403       -       -       1,104,695   Loss from operations     (1,439,115 )     (143,500 )     (334,584 )     -       -       (1,917,199 ) Loss from discontinued operations     -       -       -       -       (104,633 )     (104,633 ) Net income (loss)   $ (1,432,493 )   $ (175,897 )   $ (334,584 )   $ -     $ (104,633 )   $ (2,047,607 )   For the nine months ended September 30, 2023:       Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Enterprise TEM     Total                                   Revenues   $ 817,268     $ 3,325,128     $ 2,183,644     $ 3,591,631     $ -     $ 9,917,671   Cost of revenues     574,841       2,300,084       2,325,107       1,272,367       -       6,472,399   Loss from operations     (5,834,870 )     (312,551 )     (366,747 )     (1,055,551 )     -       (7,569,719 ) Loss from discontinued operations     -       -       -       -       (441,997 )     (441,997 ) Net income (loss)   $ (7,548,726 )   $ (394,124 )   $ (368,207 )   $ (361,389 )   $ (441,997 )   $ (9,114,443 )   For the nine months ended September 30, 2022:       Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Enterprise TEM     Total                                   Revenues   $ 285,004     $ 2,524,547     $ 2,130,713     $                  -     $ -     $ 4,940,264   Cost of revenues     70,771       1,533,373       2,430,693       -       -       4,034,837   Loss from operations     (6,811,370 )     (5,050,662 )     (623,359 )     -       -       (12,485,391 ) Loss from discontinued operations     -       -       -       -       (1,360,286 )     (1,360,286 ) Net income (loss)   $ (6,781,946 )   $ (5,137,477 )   $ (623,359 )   $ -     $ (1,255,654 )   $ (13,903,068 )
Schedule of Revenues by Country	Summarized revenues by country in which the Company operated for the three and nine months ended September 30, 2023 and 2022 are shown below:  Schedule of Revenues by Country Three Months Ended September 30, 2023   Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total                                   United States   $ 231,921     $ -     $ 420,100     $ 1,425,939     $ 2,077,960   Rest of World     -       1,191,964       -       -       1,191,964   Revenues   $ 231,921     $ 1,191,964     $ 420,100     $ 1,425,939     $ 3,269,924                                             Three Months Ended September 30, 2022                                                                                   United States   $ 114,972     $ -     $ 417,117     $ -     $ 532,089   Rest of World     -       760,585       -       -       760,585   Revenues   $ 114,972     $ 760,585     $ 417,117     $ -     $ 1,292,674     Nine Months Ended September 30, 2023   Affiliate Marketing Services - United States     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total                                   United States   $ 817,268     $ -     $ 2,183,644     $ 3,591,631     $ 6,592,543   Rest of World     -       3,325,128       -       -       3,325,128   Revenues   $ 817,268     $ 3,325,128     $ 2,183,644     $ 3,591,631     $ 9,917,671                                             Nine Months Ended September 30, 2022                                                                                   United States   $ 285,004     $ -     $ 2,130,713     $ -     $ 2,415,717   Rest of World     -       2,524,547       -       -       2,524,547   Revenues   $ 285,004     $ 2,524,547     $ 2,130,713     $ -     $ 4,940,264
Schedule of Percentage of Consolidated Revenues Derived from Large Customers	The Company’s Sports Gaming Client Services and Affiliate Marketing Services – International segments derive a significant portion of their revenues from several large customers. The table below presents the percentage of consolidated revenues derived from large customers:   Schedule of Percentage of Consolidated Revenues Derived from Large Customers     September 30, 2023     September 30, 2022                 Customer A     15 %     39 % Customer B     14 %     4 % Customer C     7 %     15 % Customer     7 %     15 %

v3.23.3

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Revenue Recognition	The Company combines its revenue into the following categories:  Schedule of Revenue Recognition For the three months ended September 30, 2023   Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Software-as-a-service   $ 74,554     $ -     $ 420,100     $ -     $ 494,654   Fee revenue     -       -       -       1,425,939       1,425,939   Services and other     157,367       1,191,964       -       -       1,349,331   Total   $ 231,921     $ 1,191,964     $ 420,100     $ 1,425,939     $ 3,269,924     For the three months ended September 30, 2022   Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Software-as-a-service   $ 111,227     $ -     $ 417,117     $           -     $ 528,344   Fee revenue     -       -       -       -       -   Services and other     3,745       760,585       -       -       764,330   Total   $ 114,972     $ 760,585     $ 417,117     $ -     $ 1,292,674     For the nine months ended September 30, 2023   Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Software-as-a-service   $ 216,778     $ -     $ 2,183,644     $ -     $ 2,400,422   Fee revenue     -       -       -       3,591,631       3,591,631   Services and other     600,490       3,325,128       -       -       3,925,618   Total   $ 817,268     $ 3,325,128     $ 2,183,644     $ 3,591,631     $ 9,917,671     For the nine months ended September 30, 2022   Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Software-as-a-service   $ 281,259     $ -     $ 2,130,713     $               -     $ 2,411,972   Fee revenue     -       -       -       -       -   Services and other     3,745       2,524,547       -       -       2,528,292   Total   $ 285,004     $ 2,524,547     $ 2,130,713     $ -     $ 4,940,264
Schedule of Revenue Recognized Point in Time and Over Time	Schedule of Revenue Recognized Point in Time and Over Time     Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Point in time   $ 157,367     $ 1,191,964     $ -     $ 360,088     $ 1,709,419   Over time     74,554       -       420,100       1,065,851       1,560,505   Total   $ 231,921     $ 1,191,964     $ 420,100     $ 1,425,939     $ 3,269,924     For the three months ended September 30, 2022:       Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Point in time   $ 3,745     $ 760,585     $ -     $                -     $ 764,330   Over time     111,227       -       417,117       -     $ 528,344   Total   $ 114,972     $ 760,585     $ 417,117     $ -     $ 1,292,674     For the nine months ended September 30, 2023:       Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Point in time   $ 600,490     $ 3,325,128     $ -     $ 1,031,113     $ 4,956,731   Over time     216,778       -       2,183,644       2,560,518       4,960,940   Total   $ 817,268     $ 3,325,128     $ 2,183,644     $ 3,591,631     $ 9,917,671     For the nine months ended September 30, 2022:       Affiliate Marketing Services - U.S.     Affiliate Marketing Services - International     Sports Gaming Client Services     SportsHub Gaming Network     Total   Point in time   $ 3,745     $ 2,524,547     $ -     $                -     $ 2,528,292   Over time     281,259       -       2,130,713       -     $ 2,411,972   Total   $ 285,004     $ 2,524,547     $ 2,130,713     $ -     $ 4,940,264
Schedule of Contract Assets and Liabilities	The Company’s assets and liabilities related to its contracts with customers were as follows:  Schedule of Contract Assets and Liabilities     September 30, 2023     December 31, 2022                 Accounts receivable   $ 1,394,340     $ 776,530   Unbilled revenue     128,879       47,000   Contract assets     99,410       219,116   Contract liabilities     (8,448,201 )     (2,166,451 )
Schedule of Contract Assets	The activity in the contract assets for the nine months ended September 30, 2023 is as follows:   Schedule of Contract Assets     Amount   Balance as of December 31, 2022   $ 219,116   Labor costs expensed     (577,956 ) Labor costs deferred     458,250   Balance as of September 30, 2023   $ 99,410
Schedule of Contract Liabilities	The activity in the contract liabilities for the nine months ended September 30, 2023 is as follows:   Schedule of Contract Liabilities     Amount   Balance as of December 31, 2022   $ (2,166,451 ) Revenue recognized or reclassified     10,374,078   Deferred revenue     (16,655,828 ) Balance as of September 30, 2023   $ (8,448,201 )

v3.23.3

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Summary Reconciliation of Discontinued Operations	Summary Reconciliation of Discontinued Operations  Summary Reconciliation of Discontinued Operations     Three months ended September 30, 2023     Three months ended September 30, 2022     Nine months ended September 30, 2023     Nine months ended September 30, 2022                             Revenues   $ -     $ 862,239     $ -     $ 2,732,069                                     Cost of Revenues     3,500       435,896       10,500       1,480,072                                     Gross (Loss) Profit     (3,500 )     426,343       (10,500 )     1,251,997                                     Operating Expenses                                 Selling, general, and administrative expenses     139,000       548,435       416,997       1,391,726   Goodwill and intangible asset impairment expense     -       -       -       1,224,671   Total operating expenses     139,000       548,435       416,997       2,616,397                                     Operating Loss     (142,500 )     (122,092 )     (427,497 )     (1,364,400 )                                   Other Income and Expense     (3,500 )     20,459       (10,500 )     8,114 Total other income and expense     (3,500 )     20,459       (10,500 )     8,114                                   Loss Before Income Taxes     (146,000 )     (101,633 )     (437,997 )     (1,356,286 )                                   Provision for income tax expenses     2,000       3,000       4,000       4,000                                     Loss from discontinued operations   $ (148,000 )   $ (104,633 )   $ (441,997 )     (1,360,286 )
Schedule of Major Classes of Assets and Liabilities	The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of September 30, 2023 (unaudited) and December 31, 2022:  Schedule of Major Classes of Assets and Liabilities     September 30, 2023     December 31, 2022       (Unaudited)         Carrying amounts of major classes of assets included as part of discontinued operations:                                   Current Assets                 Cash   $ 153,000     $ 648,000   Accounts receivable, net of allowance     69,000       191,000   Prepaid expenses and other current assets     164,000       187,000   Equipment, net     3,000       5,000   Other Assets     -       279,000   Total current assets   $ 389,000     $ 1,310,000         September 30, 2023     December 31, 2022       (Unaudited)         Carrying amounts of major classes of liability included as part of discontinued operations:                                   Current Liabilities                 Accrued expenses   $ 82,100     $ 374,879   Contract liabilities     3,000       2,000   Other current liabilities     736,398       838,274   Total current liabilities   $ 821,498     $ 1,215,153

v3.23.3

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of Loss Per Share and Weighted-average	The calculation of loss per share and weighted-average shares of the Company’s ordinary shares outstanding for the periods presented are as follows:  Schedule of Loss Per Share and Weighted-average     2023     2022     2023     2022       Three months ended September 30     Nine months ended September 30       2023     2022     2023     2022   Net loss from continuing operations   $ (2,701,547 )   $ (1,942,974 )   $ (8,672,446 )   $ (12,542,782 ) Less: deemed dividends on Series B preferred stock     -       -       (48,633 )     -   Less: dividends on series B preferred stock     (213 )     (2,247 )     (1,861 )     (8,088 ) Net loss from continuing operations available to ordinary shareholders     (2,701,760 )     (1,945,221 )     (8,722,940 )     (12,550,870 )                                   Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders     (148,000 )     (104,633 )     (441,997 )     (1,360,286 ) Net loss available to ordinary shareholders   $ (2,849,760 )   $ (2,049,854 )   $ (9,164,937 )   $ (13,911,156 )                                   Basic and diluted weighted-average shares outstanding     2,863,607       2,361,974       2,736,583       2,361,974                                     Basic and diluted:                                 Net loss from continuing operations per share   $ (0.94 )   $ (0.82 )   $ (3.19 )   $ (5.31 ) Net income (loss) from discontinued operations per share     (0.05 )     (0.04 )     (0.16 )     (0.58 ) Net loss per share   $ (0.99 )   $ (0.86 )   $ (3.35 )   $ (5.89 )
Schedule of Computation of Diluted Shares Outstanding	Schedule of computation of diluted shares outstanding: Schedule of Computation of Diluted Shares Outstanding     September 30, 2023     September 30, 2022   Stock options     450,696       258,412   Series A-1 preferred stock     7,202       6,131   Series B preferred stock     12,481       12,481   SportsHub warrants     3,015       -   Prefunded warrants     -       125,359   MTS warrants     8,333       8,333   Purchase warrants     880,000       -   Regular warrants     266,667       266,667   Total     1,628,394       677,383

v3.23.3

Basis of Presentation (Details Narrative)		9 Months Ended
	Jul. 26, 2021	Sep. 30, 2023 $ / shares shares	Apr. 23, 2023 ₪ / shares shares	Apr. 22, 2023 ₪ / shares shares	Dec. 31, 2022 $ / shares shares
Restructuring Cost and Reserve [Line Items]
Variable interest rate		9.00%
Common stock par value | (per share)		$ 0.60	₪ 0.60		$ 0.60
Common stock, shares issued		2,833,734	26,881,244		2,688,541
Common stock, shares outstanding		2,833,734	26,881,244		2,688,541
Common Stock, Shares Authorized		9,290,000			9,290,000
M And AA [Member]
Restructuring Cost and Reserve [Line Items]
Common stock par value | ₪ / shares				₪ 0.06
Common Stock, Shares Authorized			9,290,000	92,900,000
Mer Telemanagement Solutions Ltd [Member]
Restructuring Cost and Reserve [Line Items]
Variable interest rate	86.00%

v3.23.3

Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Feb. 14, 2023	Feb. 13, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss from continuing operations	$ 2,701,547	$ 1,942,974	$ 8,672,446	$ 12,542,782
Net cash used in operating activities			6,266,211	(6,376,631)
Net cash used in operating activities			(6,266,211)	$ 6,376,631
Debt interest rate					8.00%
Debt discount rate					10.00%
Principal amount	$ 4,400,000		$ 4,400,000		$ 4,400,000
Purchase price					$ 4,000,000
Revolving promissory note						$ 7,000,000

v3.23.3

Schedule of Intangible Assets (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Indefinite-Lived Intangible Assets [Line Items]
Cost net of impairment	$ 6,320,743	$ 5,502,243
Accumulated amortization	2,350,530	1,774,310
Intangible assets net	3,970,213	3,727,933
Customer Relationships [Member]
Indefinite-Lived Intangible Assets [Line Items]
Cost net of impairment	2,643,000	2,643,000
Accumulated amortization	586,234	280,636
Intangible assets net	2,056,766	2,362,364
Technology-Based Intangible Assets [Member]
Indefinite-Lived Intangible Assets [Line Items]
Cost net of impairment	1,433,357	1,437,050
Accumulated amortization	1,245,668	1,201,739
Intangible assets net	187,689	235,311
Trade Names [Member]
Indefinite-Lived Intangible Assets [Line Items]
Cost net of impairment	640,000	640,000
Accumulated amortization	83,407	3,405
Intangible assets net	556,593	636,595
Software and Software Development Costs [Member]
Indefinite-Lived Intangible Assets [Line Items]
Cost net of impairment	1,145,902	749,147
Accumulated amortization	435,221	288,530
Intangible assets net	710,681	460,617
Software Development [Member]
Indefinite-Lived Intangible Assets [Line Items]
Cost net of impairment	458,484	33,046
Accumulated amortization
Intangible assets net	$ 458,484	$ 33,046
Customer Relationships [Member] | Minimum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Weighted average amortization period	5 years	5 years
Customer Relationships [Member] | Maximum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Weighted average amortization period	10 years	10 years
Technology-Based Intangible Assets [Member] | Minimum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Weighted average amortization period	3 years	3 years
Technology-Based Intangible Assets [Member] | Maximum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Weighted average amortization period	5 years	5 years
Trade Names [Member]
Indefinite-Lived Intangible Assets [Line Items]
Weighted average amortization period	6 years	6 years
Software and Software Development Costs [Member]
Indefinite-Lived Intangible Assets [Line Items]
Weighted average amortization period	5 years	5 years

v3.23.3

Schedule of Goodwill (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Balance as of December 31, 2022	$ 6,916,095
Goodwill
Less: Impairment charges
Balance as of September 30, 2023	6,916,095
Sports Gaming Client Services [Member]
Finite-Lived Intangible Assets [Line Items]
Balance as of December 31, 2022	381,000
Goodwill
Less: Impairment charges
Balance as of September 30, 2023	381,000
Sports Hub Gaming {Member}
Finite-Lived Intangible Assets [Line Items]
Balance as of December 31, 2022	4,919,928
Goodwill
Less: Impairment charges
Balance as of September 30, 2023	4,919,928
Affiliate Marketing Services International [Member]
Finite-Lived Intangible Assets [Line Items]
Balance as of December 31, 2022	1,615,167
Goodwill
Less: Impairment charges
Balance as of September 30, 2023	$ 1,615,167

v3.23.3

Additional Balance Sheet Information (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated depreciation	$ 125,006		$ 125,006		$ 100,733
Depreciation expense	8,858	$ 5,454	24,272	$ 18,243
Amortization expense	$ 199,883	$ 271,768	$ 576,220	$ 841,983

v3.23.3

Schedule of Purchase Consideration (Details) - Sports Hub Acquisition [Member]	Dec. 22, 2022 USD ($)
Business Acquisition [Line Items]
Fair Value of Equity Consideration	$ 1,370,287
Fair Value of Seller Platinum Line of Credit and Loan	5,387,850
Total Purchase Price	$ 6,758,137

v3.23.3

Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($)	Dec. 22, 2022	Sep. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill		$ 6,916,095	$ 6,916,095
Sports Hub Acquisition [Member]
Business Acquisition [Line Items]
Cash	$ 38,255,266
Restricted cash	10,604,004
Accounts receivable	186,712
Prepaid expenses and other current assets	1,916,932
Equipment	11,953
Other long-term assets	95,793
Intangible assets	2,390,000
Total Assets	53,460,660
Accrued expenses	284,345
Deferred tax liabilities	48,775
Deferred revenue	3,574,285
Other current liabilities	47,657,117
Other long-term liabilities	106,705
Total liabilities	51,671,227
Net assets acquired, excluding goodwill	1,789,433
Goodwill	4,968,703
Purchase consideration for accounting acquiree	$ 6,758,137

v3.23.3

Schedule of Fair Value Assumption Asset (Details) - Sports Hub Acquisition [Member]	Dec. 22, 2022 USD ($)
Business Acquisition [Line Items]
Intangible assets	$ 2,390,000
Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 1,550,000
Weighted average useful life years	5 years
Trade Names [Member]
Business Acquisition [Line Items]
Intangible assets	$ 640,000
Weighted average useful life years	6 years
Technology-Based Intangible Assets [Member]
Business Acquisition [Line Items]
Intangible assets	$ 200,000
Weighted average useful life years	5 years

v3.23.3

Schedule of Business Acquisition Pro Forma Information (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares
Business Combination and Asset Acquisition [Abstract]
Revenues	$ 8,379,821
Loss from continuing operations	(13,873,171)
Less: dividends accrued on series B preferred stock	(8,088)
Net loss from continuing operations available to ordinary shareholders	(13,881,259)
Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders	(1,360,286)
Net loss available to ordinary shareholders	$ (15,241,545)
Net loss from continuing operations per share | $ / shares	$ (5.88)
Net loss from discontinued operations per share | $ / shares	(0.58)
Net loss per share | $ / shares	$ (6.45)

v3.23.3

Acquisitions (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended
	Dec. 22, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Stockholders equity other shares	889,380
Debt purchase consideration	$ 5,387,850
Share price	$ 2.90
Term loan	$ 1,267,199	$ 3,209,048
Line of credit	$ 4,120,651
Transaction costs			$ 83,866
Amortization expense			$ 574,343
Sports Hub Acquisition [Member]
Business Acquisition [Line Items]
Transaction costs				$ 83,866
Sport Hub [Member]
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions	23,714
Common Stock [Member]
Business Acquisition [Line Items]
Ordinary shares issued	40,585	121,479
Stock Issued During Period, Shares, Acquisitions		23,714
Common Stock [Member] | SportsHub [Member]
Business Acquisition [Line Items]
Business acquisition, equity interest issued or issuable, number of shares	472,513
Common Stock [Member] | Sport Hub [Member]
Business Acquisition [Line Items]
Ordinary shares issued	377,985
Shares held in escrow	53,941
Stock Issued During Period, Shares, Acquisitions	13,975
Common Stock [Member] | SportsHub [Member]
Business Acquisition [Line Items]
Ordinary shares issued	431,926
Warrant [Member] | Sport Hub [Member]
Business Acquisition [Line Items]
Ordinary shares issued	2,896

v3.23.3

Line of Credit (Details Narrative) - USD ($)		9 Months Ended
	Feb. 13, 2023	Sep. 30, 2023	Sep. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable rate		9.00%
Line of credit		$ 5,000,000
Outstanding amount		5,000,000
Debt issuance costs		$ 7,500	$ 25,431
Revolving Credit Agreement {Member}
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable rate		9.00%
Outstanding amount		$ 3,750,000
Convertible notes payable	$ 7,000,000
Line of credit facility, maturity date	Jan. 26, 2025
Debt issuance costs	$ 7,500

v3.23.3

Schedule of Debt (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 22, 2022
Total	$ 3,209,048		$ 1,267,199
Less unamortized debt issuance costs	11,756
Less current portion	1,054,954
Long-term debt	2,142,338	$ 2,931,698
Sports Hub Acquisition [Member]
Total	970,986
Four Cubed Acquisition Company LLC {Member}
Total	$ 2,238,062

v3.23.3

Schedule of Outstanding Amount of Debt (Details) - USD ($)	Sep. 30, 2023	Dec. 22, 2022
Debt Disclosure [Abstract]
For the remaining three months ended December 31, 2023	$ 259,181
2024	1,066,696
2025	1,120,612
2026	700,256
2027	62,303
Total	$ 3,209,048	$ 1,267,199

v3.23.3

Debt (Details Narrative) - USD ($)		9 Months Ended
	Jan. 31, 2022	Sep. 30, 2023	Feb. 14, 2023	Dec. 22, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt interest rate			10.00%
Debt term loan amount		$ 3,209,048		$ 1,267,199
Four Cubed Acquisition Company LLC {Member}
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt term loan amount		2,238,062
Sports Hub Acquisition [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt term loan amount		970,986
Term Loan Agreement {Member} | Four Cubed Acquisition Company LLC {Member}
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments for loans	$ 3,250,000
Debt interest rate	4.00%
Debt periodic payment	$ 59,854	639,567
Loan initiation fees	$ 25,431
Debt term loan		$ 2,238,062
Debt instrument periodic payment, description		In addition to customary non-financial covenants, the term loan requires FCAC to maintain a minimum quarterly debt service coverage ratio, defined as adjusted EBITDA divided by debt service (interest expense and mandatory debt principal repayment) of 1.20
Term Loan Agreement {Member} | Sports Hub Acquisition [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt periodic payment		$ 415,387
Loan initiation fees		29,975
Debt term loan amount		$ 2,000,000
Debt interest rate		5.50%
Monthly payment		$ 38,202
Debt instrument maturity date		Dec. 09, 2025
Debt carry amount		$ 970,986

v3.23.3

Summary of Convertible Debenture Recorded at Fair value (Details) - USD ($)	Sep. 30, 2023	Feb. 14, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Principle amount of convertible debenture at issuance:	$ 4,400,000	$ 4,400,000
Unamortized discount for warrants	(929,598)
Unamortized discount for OID	(316,669)
Accrued interest expense	216,987
Balance of convertible debenture as of September 30, 2023:	4,372,963
Changes Measurement [Member]
Short-Term Debt [Line Items]
Change in fair value	$ 1,002,243

v3.23.3

Convertible Debenture and Warrant (Details Narrative) - USD ($)			3 Months Ended			8 Months Ended	9 Months Ended
	Nov. 01, 2023	Feb. 15, 2023	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Feb. 14, 2023	Dec. 22, 2022
Debt Instrument [Line Items]
Debt instrument interest rate stated percentage									10.00%
Debt instrument interest rate effective percentage									8.00%
Debt instrument face amount			$ 4,400,000			$ 4,400,000	$ 4,400,000		$ 4,400,000
Term loan			3,209,048			3,209,048	3,209,048			$ 1,267,199
Initial debt discount									$ 383,333
Change in fair value of the convertible debenture			$ (324,205)			1,002,243	(1,002,243)
Accretion for discount for OID						$ 83,333
Class of warrant exercise price									$ 45.00
Debt discount				$ 1,174,229			1,174,229
Amortization of debt discount							$ 244,631
Warrant [Member]
Debt Instrument [Line Items]
Purchase of warrant		$ 880,000
Warrant exercise price		$ 8.75
Original issue underlying excess rate		19.99%
Initial conversion price per share		$ 8.75
Class of warrant exercise price		$ 4.0704
Beneficial ownership percentage		9.99%
Senior Convertible Debenture [Member]
Debt Instrument [Line Items]
Debt instrument interest rate stated percentage									8.00%
Debt instrument interest rate effective percentage									10.00%
Debt instrument face amount		$ 4,000,000							$ 4,400,000
Convertible conversion price1									$ 7.00
Term loan									$ 7.00
Reset price									$ 4.1772
Convertible conversion price1									$ 3.00
Senior Convertible Debenture [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Debt instrument accrued interest	$ 209,524
Debt conversion description	The Monthly Redemption Amount will be paid in cash; provided, that the Company may elect to pay all or a portion of a Monthly Redemption Amount in ordinary shares of the Company, based on a conversion price equal to the lesser of (i) the then Conversion Price of the Debenture and (ii) 80% of the average of the VWAPs (as defined in the Debenture) for the five consecutive trading days ending on the trading day that is immediately prior to the applicable Monthly Redemption Date
Debt instrument description	The Debenture initially accrues interest at the rate of 8% per annum for the first 12 months from the February 15, 2023, at the rate of 10% per annum for the ensuing 12 months, and thereafter until Maturity, at the rate of 12%, Interest may be paid in cash or ordinary shares of the Company or a combination thereof at the option of the Company; provided that interest may only be paid in shares if the Equity Conditions (as defined in the Debenture) have been satisfied, including Shareholder Approval. The Debenture includes a beneficial ownership blocker of 9.99%.

v3.23.3

Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value (Details)	Sep. 30, 2023 USD ($)
Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 1,174,229
Fair Value, Inputs, Level 1 [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 3 [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	1,174,229
Convertible Debt [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	4,372,963
Convertible Debt [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Convertible Debt [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 4,372,963

v3.23.3

Significant Unobservable Inputs (level 3) and Related Expenses and Losses (Details) - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, December 31, 2022
Issuance of convertible debenture			$ 3,250,000
Accretion for discount for OID	$ 83,333
Fair Value, September 30, 2023	4,372,963	4,372,963
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, December 31, 2022
Issuance of convertible debenture		2,825,771
Accretion for discount for warrants		244,629
Accretion for discount for OID		83,333
Interest expense		216,987
Change in fair value		1,002,243
Fair Value, September 30, 2023	$ 4,372,963	$ 4,372,963

v3.23.3

Schedule of B Spreads (Details) - Measurement Input, Credit Spread [Member]	9 Months Ended
	Sep. 30, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Issuance February 14, 2023	4.13%
Fair Value September 30, 2023	2.81%

v3.23.3

Fair Value (Details Narrative)	1 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument discount rate		75.28%
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected volatility	1.60	1.60
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected volatility	8.75	8.75
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected volatility	0	0
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected volatility	4.83	4.83
Measurement Input, Option Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected volatility	66.3	66.3
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant term	2 years 4 months 17 days

v3.23.3

Convertible Preferred Stock (Details Narrative)		1 Months Ended	9 Months Ended
	Jul. 26, 2021 $ / shares shares	Jul. 26, 2021 $ / shares shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 ₪ / shares shares	Dec. 31, 2022 ₪ / shares shares	Sep. 30, 2022 shares
Adjustments to additional paid in capital | $			$ 48,633
Incremental share adjustments to accumulated deficit and additional paid in capital			16,486
Series A-1 Preferred Stock [Member]
Preferred stock, shares authorized	52,502	52,502		260,000	260,000
Preferred stock par value | (per share)	$ 0.10	$ 0.10		₪ 0.60	₪ 0.60
Temporary equity, par or stated value per share | $ / shares	16.246	16.246
Debt instrument, convertible, conversion price | $ / shares	$ 16.246	$ 16.246
Preferred stock, dividend rate, percentage		9.99%
Preferred stock, shares outstanding				7,202	6,630	6,131
SeriesB Convertible Preferred Stock [Member]
Preferred stock, shares authorized	276,582	276,582
Preferred stock par value | $ / shares	$ 0.10	$ 0.10
Series B Preferred Stock [Member]
Preferred stock, shares authorized				370,000	370,000
Preferred stock par value | ₪ / shares				₪ 0.60	₪ 0.60
Temporary equity, par or stated value per share | $ / shares	16.246	16.246
Debt instrument, convertible, conversion price | $ / shares	$ 16.246	16.246
Preferred stock, dividend rate, percentage	9.99%
Shares issued				7,202
Accrued in additional paid in capital | $			$ 326,356
Debt instrument, convertible, conversion ratio	0.20
Preferred stock, shares outstanding				12,481	12,481	12,481
Series B Preferred Stock [Member] | Minimum [Member]
Debt instrument, convertible, conversion price | $ / shares	$ 2.00	$ 2.00
Series B Preferred Stock [Member] | First Tranche [Member]
Preferred stock, dividend rate, percentage	8.00%
Series A Preferred Stock [Member]
Preferred stock, shares outstanding				0		0

v3.23.3

Schedule of Warrant Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Guarantees and Product Warranties [Abstract]
Number of shares outstanding beginning	400,359
Weighted average exercise price per share beginning	$ 0.82
Weighted average Remaining life years	3 years 10 months 2 days	2 years 9 months 29 days
Number of shares outstanding previously issued regular warrants	(266,667)
Weighted average exercise price per share previously issued regular warrants	$ (45.00)
Weighted average Remaining life years previously issued regular warrants	5 months 26 days
Number of shares outstanding revalued regular warrants	266,667
Weighted average exercise price per share revalued regular warrants	$ 0.60
Weighted average Remaining life years revalued regular warrants	5 months 26 days
Number of shares outstanding exercised	(125,359)
Weighted average exercise price per share exercised	$ (0.01)
Number of shares outstanding issued and vested	883,015
Weighted average exercise price per share issued and vested	$ 4.15
Weighted average Remaining life years issued and vested	3 years 4 months 2 days
Number of shares outstanding ending	1,158,015	400,359
Weighted average exercise price per share ending	$ 3.43	$ 0.82

v3.23.3

Warrants (Details Narrative)				9 Months Ended
	Jun. 08, 2023 shares	Feb. 15, 2023 USD ($) $ / shares	Feb. 14, 2023 $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Jun. 14, 2023 shares	Dec. 31, 2022 USD ($)	Nov. 19, 2021 USD ($)
Class of warrant or right issued | shares			266,667		266,667
Warrant exercise price			$ 45.00
Dividend rate				0.00%
Additional paid in capital | $				$ 77,723,094		$ 76,039,604
Warrants exercised | shares				125,359
Sports Hub Acquisition [Member]
Warrant exercise price				$ 17.90
Warrants acquired | shares				3,015
Measurement Input, Share Price [Member]
Volatility				1.60
Measurement Input, Exercise Price [Member]
Volatility				8.75
Measurement Input, Risk Free Interest Rate [Member]
Volatility				4.83
Warrant [Member]
Warrant exercise price		$ 4.0704
Additional paid in capital | $							$ 11,435
Fair value adjustment of warrants | $		$ 1,218,205
Increase (decrease) in fair value of hedged item in price risk fair value hedge | $		$ 1,206,771
Warrants exercised | shares	125,359
Cashless warrants exercised | shares	121,479
Warrant [Member] | Fair Value, Inputs, Level 3 [Member]
Remaining term			2 years 10 months 24 days
Warrant [Member] | Measurement Input, Share Price [Member]
Volatility			5.10
Warrant [Member] | Measurement Input, Exercise Price [Member]
Volatility			0.60
Warrant [Member] | Measurement Input Dividend Yield [Member]
Dividend rate			0.00%
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member]
Volatility			4.04
Warrant [Member] | Measurement Input, Price Volatility [Member]
Volatility			52.57
Warrant [Member] | Maximum [Member]
Warrant exercise price			$ 0.60

v3.23.3

Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details)	9 Months Ended
	Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Expected volatility minimum	53.60%
Expected volatility maximum	116.60%
Expected dividends	0.00%
Expected term (years)	5 years 8 months 12 days
Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Risk free interest rate	3.40%
Expected stock price volatility	1.70%
Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Risk free interest rate	4.30%
Expected stock price volatility	4.03%

v3.23.3

Schedule of Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Retirement Benefits [Abstract]
Number of shares, outstanding, beginning balance | shares	288,914
Weighted average exercise price, outstanding, beginning balance | $ / shares	$ 11.40
Aggregate intrinsic value, outstanding, beginning balance | $	$ 7,750
Number of shares, granted | shares	155,755
Weighted average exercise price, granted | $ / shares	$ 4.46
Number of shares, exercised | shares
Weighted average exercise price, exercised | $ / shares
Number of shares, acquired | shares	14,552	[1]
Weighted average exercise price, acquired | $ / shares	$ 14.16	[1]
Number of shares, forfeited | shares	(7,112)
Weighted average exercise price, forfeited | $ / shares	$ 5.70
Number of shares, expired | shares	(1,413)
Weighted average exercise price, expired | $ / shares	$ 8.84
Number of shares, outstanding, ending balance | shares	450,696
Weighted average exercise price, outstanding, ending balance | $ / shares	$ 9.21
Weighted average remaining contractual term, outstanding	8 years 10 months 24 days
Aggregate intrinsic value, outstanding, ending balance | $	$ 4,000
Number of shares, exercisable, beginning balance | shares	211,949
Weighted average exercise price, exercisable, beginning balance | $ / shares	$ 11.47
Weighted average remaining contractual term, exercisable	8 years 6 months
Aggregate intrinsic value, exercisable, ending balance | $	$ 4,000
[1] During the nine months ended September 30, 2023, the Company recognized 14,552 options that were acquired during the SportsHub Acquisition, see Note 5. The options have an exercise price of $14.16 and expire December 21, 2032. The options were fully vested upon the SportsHub acquisition.

v3.23.3

Schedule of Stock Option Activity (Details) (Parenthetical)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Multiemployer Plan [Line Items]
Number of shares outstanding acquired | shares	14,552	[1]
Weighted average exercise price, acquired | $ / shares	$ 14.16	[1]
Sports Hub Acquisition [Member]
Multiemployer Plan [Line Items]
Number of shares outstanding acquired | shares	14,552
Weighted average exercise price, acquired | $ / shares	$ 14.16
[1] During the nine months ended September 30, 2023, the Company recognized 14,552 options that were acquired during the SportsHub Acquisition, see Note 5. The options have an exercise price of $14.16 and expire December 21, 2032. The options were fully vested upon the SportsHub acquisition.

v3.23.3

Stock Compensation (Details Narrative)	9 Months Ended
	Sep. 30, 2023 USD ($)
Retirement Benefits [Abstract]
Unamortized stock compensation expense	$ 894,970

v3.23.3

Schedule of Companies Reportable Segments (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue from External Customer [Line Items]
Revenues	$ 3,269,924	$ 1,292,674	$ 9,917,671	$ 4,940,264
Cost of revenues	2,133,604	1,104,695	6,472,399	4,034,837
Loss from operations	(2,458,752)	(1,917,199)	(7,569,719)	(12,485,391)
Loss from discontinued operations	(148,000)	(104,633)	(441,997)	(1,360,286)
Net income (loss)	(2,849,547)	(2,047,607)	(9,114,443)	(13,903,068)
Affiliate Marketing Services United States [Member]
Revenue from External Customer [Line Items]
Revenues	231,921	114,972	817,268	285,004
Cost of revenues	167,109	25,484	574,841	70,771
Loss from operations	(1,741,432)	(1,439,115)	(5,834,870)	(6,811,370)
Loss from discontinued operations
Net income (loss)	(2,338,783)	(1,432,493)	(7,548,726)	(6,781,946)
Affiliate Marketing Services International [Member]
Revenue from External Customer [Line Items]
Revenues	1,191,964	760,585	3,325,128	2,524,547
Cost of revenues	840,308	489,808	2,300,084	1,533,373
Loss from operations	(114,696)	(143,500)	(312,551)	(5,050,662)
Loss from discontinued operations
Net income (loss)	(140,399)	(175,897)	(394,124)	(5,137,477)
Sports Gaming Client Services [Member]
Revenue from External Customer [Line Items]
Revenues	420,100	417,117	2,183,644	2,130,713
Cost of revenues	628,499	589,403	2,325,107	2,430,693
Loss from operations	(274,914)	(334,584)	(366,747)	(623,359)
Loss from discontinued operations
Net income (loss)	(276,374)	(334,584)	(368,207)	(623,359)
Sports Hub Gaming Network [Member]
Revenue from External Customer [Line Items]
Revenues	1,425,939		3,591,631
Cost of revenues	497,688		1,272,367
Loss from operations	(327,710)		(1,055,551)
Loss from discontinued operations
Net income (loss)	54,009		(361,389)
Enterprise TEM [Member]
Revenue from External Customer [Line Items]
Revenues
Cost of revenues
Loss from operations
Loss from discontinued operations	(148,000)	(104,633)	(441,997)	(1,360,286)
Net income (loss)	$ (148,000)	$ (104,633)	$ (441,997)	$ (1,255,654)

v3.23.3

Schedule of Revenues by Country (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 3,269,924	$ 1,292,674	$ 9,917,671	$ 4,940,264
Affiliate Marketing Services United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	231,921	114,972	817,268	285,004
Affiliate Marketing Services International [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,191,964	760,585	3,325,128	2,524,547
Sports Gaming Client Services [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	420,100	417,117	2,183,644	2,130,713
Sports Hub Gaming Network [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,425,939		3,591,631
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,077,960	532,089	6,592,543	2,415,717
UNITED STATES | Affiliate Marketing Services United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	231,921	114,972	817,268	285,004
UNITED STATES | Affiliate Marketing Services International [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues
UNITED STATES | Sports Gaming Client Services [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	420,100	417,117	2,183,644	2,130,713
UNITED STATES | Sports Hub Gaming Network [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,425,939		3,591,631
Rest Of World [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,191,964	760,585	3,325,128	2,524,547
Rest Of World [Member] | Affiliate Marketing Services United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues
Rest Of World [Member] | Affiliate Marketing Services International [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,191,964	760,585	3,325,128	2,524,547
Rest Of World [Member] | Sports Gaming Client Services [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues
Rest Of World [Member] | Sports Hub Gaming Network [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues

v3.23.3

Schedule of Percentage of Consolidated Revenues Derived from Large Customers (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Customer A [Member]
Revenue, Major Customer [Line Items]
Customer	15.00%	39.00%
Customer B [Member]
Revenue, Major Customer [Line Items]
Customer	14.00%	4.00%
Customer C [Member]
Revenue, Major Customer [Line Items]
Customer	7.00%	15.00%

v3.23.3

Schedule of Revenue Recognition (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total	$ 3,269,924	$ 1,292,674	$ 9,917,671	$ 4,940,264
Software Service [Member]
Disaggregation of Revenue [Line Items]
Total	494,654	528,344	2,400,422	2,411,972
Fee Revenue [Member]
Disaggregation of Revenue [Line Items]
Total	1,425,939		3,591,631
Services And Other [Member]
Disaggregation of Revenue [Line Items]
Total	1,349,331	764,330	3,925,618	2,528,292
Affiliate Marketing Services US [Member]
Disaggregation of Revenue [Line Items]
Total	231,921	114,972	817,268	285,004
Affiliate Marketing Services US [Member] | Software Service [Member]
Disaggregation of Revenue [Line Items]
Total	74,554	111,227	216,778	281,259
Affiliate Marketing Services US [Member] | Fee Revenue [Member]
Disaggregation of Revenue [Line Items]
Total
Affiliate Marketing Services US [Member] | Services And Other [Member]
Disaggregation of Revenue [Line Items]
Total	157,367	3,745	600,490	3,745
Affiliate Marketing Services International [Member]
Disaggregation of Revenue [Line Items]
Total	1,191,964	760,585	3,325,128	2,524,547
Affiliate Marketing Services International [Member] | Software Service [Member]
Disaggregation of Revenue [Line Items]
Total
Affiliate Marketing Services International [Member] | Fee Revenue [Member]
Disaggregation of Revenue [Line Items]
Total
Affiliate Marketing Services International [Member] | Services And Other [Member]
Disaggregation of Revenue [Line Items]
Total	1,191,964	760,585	3,325,128	2,524,547
Sports Gaming Client Services [Member]
Disaggregation of Revenue [Line Items]
Total	420,100	417,117	2,183,644	2,130,713
Sports Gaming Client Services [Member] | Software Service [Member]
Disaggregation of Revenue [Line Items]
Total	420,100	417,117	2,183,644	2,130,713
Sports Gaming Client Services [Member] | Fee Revenue [Member]
Disaggregation of Revenue [Line Items]
Total
Sports Gaming Client Services [Member] | Services And Other [Member]
Disaggregation of Revenue [Line Items]
Total
Sports Hub Gaming Network [Member]
Disaggregation of Revenue [Line Items]
Total	1,425,939		3,591,631
Sports Hub Gaming Network [Member] | Software Service [Member]
Disaggregation of Revenue [Line Items]
Total
Sports Hub Gaming Network [Member] | Fee Revenue [Member]
Disaggregation of Revenue [Line Items]
Total	1,425,939		3,591,631
Sports Hub Gaming Network [Member] | Services And Other [Member]
Disaggregation of Revenue [Line Items]
Total

v3.23.3

Schedule of Revenue Recognized Point in Time and Over Time (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total	$ 3,269,924	$ 1,292,674	$ 9,917,671	$ 4,940,264
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total	1,709,419	764,330	4,956,731	2,528,292
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total	1,560,505	528,344	4,960,940	2,411,972
Affiliate Marketing Services US [Member]
Disaggregation of Revenue [Line Items]
Total	231,921	114,972	817,268	285,004
Affiliate Marketing Services US [Member] | Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total	157,367	3,745	600,490	3,745
Affiliate Marketing Services US [Member] | Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total	74,554	111,227	216,778	281,259
Affiliate Marketing Services International [Member]
Disaggregation of Revenue [Line Items]
Total	1,191,964	760,585	3,325,128	2,524,547
Affiliate Marketing Services International [Member] | Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total	1,191,964	760,585	3,325,128	2,524,547
Affiliate Marketing Services International [Member] | Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total
Sports Gaming Client Services [Member]
Disaggregation of Revenue [Line Items]
Total	420,100	417,117	2,183,644	2,130,713
Sports Gaming Client Services [Member] | Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total
Sports Gaming Client Services [Member] | Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total	420,100	417,117	2,183,644	2,130,713
Sports Hub Gaming Network [Member]
Disaggregation of Revenue [Line Items]
Total	1,425,939		3,591,631
Sports Hub Gaming Network [Member] | Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total	360,088		1,031,113
Sports Hub Gaming Network [Member] | Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total	$ 1,065,851		$ 2,560,518

v3.23.3

Schedule of Contract Assets and Liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 1,394,340	$ 776,530
Unbilled revenue	128,879	47,000
Contract assets	99,410	219,116
Contract liabilities	$ (8,448,201)	$ (2,166,451)

v3.23.3

Schedule of Contract Assets (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Balance as of December 31, 2022	$ 219,116
Labor costs expensed	(577,956)
Labor costs deferred	458,250
Balance as of June 30, 2023	$ 99,410

v3.23.3

Schedule of Contract Liabilities (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Balance as of December 31, 2022	$ (2,166,451)
Revenue recognized or reclassified	10,374,078
Deferred revenue	(16,655,828)
Balance as of June 30, 2023	$ (8,448,201)

v3.23.3

Revenue Recognition (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Contracted but unsatisfied performance obligations	$ 410,110		$ 410,110		$ 850,000
Revenues	$ 3,269,924	$ 1,292,674	$ 9,917,671	$ 4,940,264
Revenue Benchmark [Member] | Three Customer [Member] | Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk, percentage			36.00%	59.00%
Revenues			$ 451,035	$ 322,085

v3.23.3

Income Taxes (Details Narrative)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	0.32%	0.01%

v3.23.3

Summary Reconciliation of Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]
Revenues		$ 862,239		$ 2,732,069
Cost of Revenues	3,500	435,896	10,500	1,480,072
Gross (Loss) Profit	(3,500)	426,343	(10,500)	1,251,997
Selling, general, and administrative expenses	139,000	548,435	416,997	1,391,726
Goodwill and intangible asset impairment expense				1,224,671
Total operating expenses	139,000	548,435	416,997	2,616,397
Operating Loss	(142,500)	(122,092)	(427,497)	(1,364,400)
Other Income and Expense	(3,500)	20,459	(10,500)	8,114
Total other income and expense	(3,500)	20,459	(10,500)	8,114
Loss Before Income Taxes	(146,000)	(101,633)	(437,997)	(1,356,286)
Provision for income tax expenses	2,000	3,000	4,000	4,000
Loss from discontinued operations	$ (148,000)	$ (104,633)	$ (441,997)	$ (1,360,286)

v3.23.3

Schedule of Major Classes of Assets and Liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Cash	$ 153,000	$ 648,000
Accounts receivable, net of allowance	69,000	191,000
Prepaid expenses and other current assets	164,000	187,000
Equipment, net	3,000	5,000
Other Assets		279,000
Total current assets	389,000	1,310,000
Accrued expenses	82,100	374,879
Contract liabilities	3,000	2,000
Other current liabilities	736,398	838,274
Total current liabilities	$ 821,498	$ 1,215,153

v3.23.3

Schedule of Loss Per Share and Weighted-average (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net loss from continuing operations	$ (2,701,547)	$ (1,942,974)	$ (8,672,446)	$ (12,542,782)
Less: deemed dividends on Series B preferred stock			(48,633)
Less: dividends on series B preferred stock	(213)	(2,247)	(1,861)	(8,088)
Net loss from continuing operations available to ordinary shareholders	(2,701,760)	(1,945,221)	(8,722,940)	(12,550,870)
Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders	(148,000)	(104,633)	(441,997)	(1,360,286)
Total Numerator for basic net loss per share	$ (2,849,760)	$ (2,049,854)	$ (9,164,937)	$ (13,911,156)
Weighted average shares outstanding, Basic	2,863,607	2,361,974	2,736,583	2,361,974
Weighted average shares outstanding, diluted	2,863,607	2,361,974	2,736,583	2,361,974
Net loss from continuing operations per share, basic	$ (0.94)	$ (0.82)	$ (3.19)	$ (5.31)
Net loss from continuing operations per share, diluted	(0.94)	(0.82)	(3.19)	(5.31)
Net loss from discontinued operations per share, basic	(0.05)	(0.04)	(0.16)	(0.58)
Net loss from discontinued operations per share, diluted	(0.05)	(0.04)	(0.16)	(0.58)
Net loss per share, basic	(0.99)	(0.86)	(3.35)	(5.89)
Net loss per share, diluted	$ (0.99)	$ (0.86)	$ (3.35)	$ (5.89)

v3.23.3

Schedule of Computation of Diluted Shares Outstanding (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,628,394	677,383
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	450,696	258,412
Series A-1 Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,202	6,131
Series B Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	12,481	12,481
SportsHub Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,015
Prefunded Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		125,359
MTS Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	8,333	8,333
Purchase Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	880,000
Regular Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	266,667	266,667

v3.23.3

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Related Party Transactions [Abstract]
Related party costs	$ 700,975	$ 921,640
Rent expense	$ 28,800	$ 28,800

v3.23.3

Subsequent Events (Details Narrative)	Oct. 24, 2023 ₪ / shares shares	Sep. 30, 2023 $ / shares shares	Jul. 24, 2023 $ / shares	Apr. 23, 2023 ₪ / shares	Feb. 14, 2023	Dec. 31, 2022 $ / shares shares
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share | (per share)		$ 0.60		₪ 0.60		$ 0.60
Debt discount rate					10.00%
Common Stock, Shares Authorized		9,290,000				9,290,000
Subsequent Event [Member] | Minimum [Member]
Subsequent Event [Line Items]
Common Stock, Shares Authorized	9,290,000
Subsequent Event [Member] | Maximum [Member]
Subsequent Event [Line Items]
Common Stock, Shares Authorized	100,000,000
Domestication Merger Agreement [Member]
Subsequent Event [Line Items]
Shares Issued, Price Per Share | $ / shares			$ 0.60
Common Stock, Par or Stated Value Per Share | $ / shares			$ 0.0001
Debt discount rate			15.00%
Domestication Merger Agreement [Member] | Minimum [Member]
Subsequent Event [Line Items]
Shares Issued, Price Per Share | ₪ / shares	₪ 0.60
Domestication Merger Agreement [Member] | Maximum [Member]
Subsequent Event [Line Items]
Shares Issued, Price Per Share | ₪ / shares	₪ 0.60

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