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Share Name | Share Symbol | Market | Type |
---|---|---|---|
MER Telemanagement Solutions Ltd | NASDAQ:MTSL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.37 | 3.34 | 3.44 | 0 | 01:00:00 |
Israel
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N/A
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(Province or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number (if applicable))
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller Reporting Company
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☒
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Emerging Growth Company
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☐
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Item 3. |
Incorporation of Documents by Reference.
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●
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The Registrant’s Annual Report on Form 20-F, as filed on May 16, 2022, including any amendments thereto;
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●
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The description of the Registrant’s capital stock which is contained in the Company’s Registration Statement on Form F-3 (File No. 333-266292), as filed on July 22, 2022 and amended on August 5, 2022, including any amendments or supplements thereto; and
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●
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The Registrant’s Reports of Foreign Private Issuers on Form 6-K, as filed on July
22, 2022, July 28, 2022, August 17, 2022, September
8, 2022, September 13, 2022, October 7, 2022 and November
8, 2022, respectively.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Exhibit No.
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Description
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Opinion of S. Friedman, Abramson & Co. (filed herewith)
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Consent of RSM US LLP (filed herewith)
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Consent of S. Friedman, Abramson & Co. (included in Exhibit 5.1)
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Power of Attorney (included on signature page hereof)
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||
SharpLink Gaming Ltd. 2021 Equity Incentive Plan, as amended (filed herewith)
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||
Filing fee table (filed herewith)
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Item 9. |
Undertakings.
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(a) |
The undersigned Registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement;
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by final adjudication of such issue.
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SHARPLINK GAMING LTD.
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||
By:
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/s/ Rob Phythian
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Rob Phythian
Chief Executive Officer
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Signature
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Title
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Date
|
||
/s/ Rob Phythian
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Chief Executive Officer, Director
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December 1, 2022
|
||
Rob Phythian
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(Principal Executive Officer)
|
|||
/s/ Robert DeLucia
|
Chief Financial Officer
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December 1, 2022
|
||
Robert DeLucia
|
(Principal Financial and Accounting Officer)
|
|||
/s/ Joseph Housman
|
Chairman of the Board
|
December 1, 2022
|
||
Joseph Housman
|
||||
/s/ Chris Nicholas
|
Chief Operating Officer and Director
|
December 1, 2022
|
||
Chris Nicholas
|
||||
/s/ Paul Abdo
|
Director
|
December 1, 2022
|
||
Paul Abdo
|
||||
/s/ Thomas Doering
|
Director
|
December 1, 2022
|
||
Thomas Doering
|
||||
/s/ Adrienne Anderson
|
Outside Director
|
December 1, 2022
|
||
Adrienne Anderson
|
||||
/s/ Scott Pollei
|
Outside Director
|
December 1, 2022
|
||
Scott Pollei
|
1 Year MER Telemanagement Solut... Chart |
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