Super League Enterprise Restructures Leadership, Faces Financial Statement Issues

TL;DR

Super League Enterprise is changing execs and might have messed up its old financials.

AI Summary

Super League Enterprise, Inc. filed an 8-K on March 27, 2024, reporting a departure of directors and officers, election of new directors, and appointment of new officers. The company also disclosed non-reliance on previously issued financial statements and related audit reports. The filing indicates a significant internal restructuring and potential accounting issues.

Why It Matters

This filing signals potential instability and a need for investor scrutiny regarding the company's financial reporting and leadership.

Risk Assessment

Risk Level: high — The non-reliance on previously issued financial statements and changes in directors/officers indicate significant internal issues and potential financial misstatements.

Key Players & Entities

• Super League Enterprise, Inc. (company) — Registrant
• March 22, 2024 (date) — Earliest event reported
• March 27, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share SLGG Nasdaq Capital Market

Filing Documents

• slgg20240326_8k.htm (8-K) — 35KB
• ex_646354.htm (EX-99.1) — 12KB
• ex_646355.htm (EX-99.2) — 6KB
• a01.jpg (GRAPHIC) — 264KB
• a02.jpg (GRAPHIC) — 453KB
• a03.jpg (GRAPHIC) — 443KB
• a04.jpg (GRAPHIC) — 457KB
• a05.jpg (GRAPHIC) — 490KB
• a06.jpg (GRAPHIC) — 312KB
• a07.jpg (GRAPHIC) — 328KB
• a08.jpg (GRAPHIC) — 316KB
• a09.jpg (GRAPHIC) — 408KB
• a10.jpg (GRAPHIC) — 747KB
• logo.jpg (GRAPHIC) — 13KB
• 0001437749-24-009632.txt ( ) — 6023KB
• slgg-20240322.xsd (EX-101.SCH) — 3KB
• slgg-20240322_def.xml (EX-101.DEF) — 12KB
• slgg-20240322_lab.xml (EX-101.LAB) — 16KB
• slgg-20240322_pre.xml (EX-101.PRE) — 12KB
• slgg20240326_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition . On March 27, 2024, Super League Enterprise, Inc. (the " Company ") released its preliminary financial results for the fiscal quarter and year ended December 31, 2023 (the " Press Release "), and a letter to shareholders of the Company (the " Letter to Shareholders ") from the Company's Chief Executive Officer, Ann Hand. A copy of the Press Release and Letter to Shareholders are attached hereto as Exhibits 99.1, and 99.2, respectively. The information contained in this Section 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), nor shall Exhibits 99.1 and 99.2 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On March 26, 2024, the Audit Committee of the Board of Directors of the Company (the "Audit Committee"), based upon the recommendation of management, concluded that the Company's previously filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the "Third Quarter 10-Q"), as filed with the Securities and Exchange Commission (the "SEC") on November 11, 2024, and any reports, related earnings releases, investor presentations or similar communications of the Company's Third Quarter 10-Q should no longer be relied upon, as described below. The determination resulted from an error made in the Company's unaudited consolidated financial statements for the three and nine months ended September 30, 2023, as previously filed in the Third Quarter 10-Q, arising from the exclusion of the calculated noncash value of the effect of the down round feature triggered in August of 2023 on the Company's Series AA Convertible Preferred Stock, which should have been recorded as a noncash charge directly to accumulated deficit and a noncash reduction to income available to common stockholders in the computation of earnings per share. In connection with the Company's year-end 2023 closing procedures, management reassessed the guidance set forth in ASC 260, "Earnings Per Share" and determined that the value of the effect of a down round feature that is triggered on preferred stock should be recognized as a noncash charge to accumulated deficit and a noncash reduction to income available to common stockholders in the computation of earnings per share in the period that the down round feature is triggered. As a result: (i) management has noted an error affecting additional paid in capital and accumulated deficit, with no impact on total equity, and a noncash error with respect to the computation of loss per share as reported in the Third Quarter 10

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure See Item 2.02.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Index Exhibit No. Description 99.1 Press Release issued by Super League Enterprise, Inc., dated March 27, 2024. 99.2 Letter to Shareholders, dated March 27, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Super League Enterprise, Inc. Date: March 27, 2024 By: /s/ Clayton Haynes Clayton Haynes Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR