Super League Enterprise Files 8-K with Material Agreements

TL;DR

SLGG filed an 8-K on 6/26 detailing material agreements & equity sales.

AI Summary

On June 26, 2024, Super League Enterprise, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Super League Enterprise, Inc., including material agreements and potential changes to its corporate structure or financial standing.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and unregistered sales of equity securities, which can introduce financial and regulatory risks.

Key Players & Entities

• Super League Enterprise, Inc. (company) — Registrant
• June 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-38819 (commission_file_number) — SEC File Number
• 47-1990734 (irs_number) — IRS Employer Identification Number
• 2912 Colorado Avenue, Suite #203 Santa Monica , California (address) — Business Address

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share SLE Nasdaq Capital Market
• $1,000 — AA Preferred "), at a purchase price of $1,000 per share, for aggregate gross proceeds
• $1,210,000 — roceeds to the Company of approximately $1,210,000 (the " Offering "). In connection with
• $1.25 — n (the initial conversion price will be $1.25 for the Series AAA Preferred, subject t
• $121,000 — lacement Agent an aggregate cash fee of $121,000, non-accountable expense allowance of $
• $24,200 — 0, non-accountable expense allowance of $24,200 and will issue to the Placement Agent o

Filing Documents

• slgg20240701_8k.htm (8-K) — 41KB
• ex_694675.htm (EX-3.1) — 132KB
• ex_694676.htm (EX-10.1) — 108KB
• ex_694677.htm (EX-10.2) — 136KB
• 0001437749-24-022016.txt ( ) — 642KB
• slgg-20240626.xsd (EX-101.SCH) — 3KB
• slgg-20240626_def.xml (EX-101.DEF) — 12KB
• slgg-20240626_lab.xml (EX-101.LAB) — 16KB
• slgg-20240626_pre.xml (EX-101.PRE) — 12KB
• slgg20240701_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Subscription Agreements On June 26, 2024, Super League Enterprise, Inc. (the " Company ") entered into subscription agreements (each, a " Subscription Agreement " and collectively, the " Subscription Agreements ") with accredited investors with respect to the sale of an aggregate of 1,210 shares of newly designated Series AAA Junior Convertible Preferred Stock, par value $0.001 per share (the " Series AAA Preferred "), at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $1,210,000 (the " Offering "). In connection with the Offering, on June 26, 2024 (the " Filing Date "), the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series AAA Junior Convertible Preferred Stock (the " Series AAA Certificate of Designation ") with the State of Delaware. Each share of Series AAA Preferred is convertible at the option of the holder, subject to certain beneficial ownership limitations and primary market limitations as set forth in each Series AAA Certificates of Designation, into such number of shares of the Company's common stock, par value $0.001 (the " Common Stock "), equal to the number of Series AAA Preferred to be converted, multiplied by the stated value of $1,000 (the " Stated Value "), divided by the conversion price in effect at the time of the conversion (the initial conversion price will be $1.25 for the Series AAA Preferred, subject to adjustment in the event of stock splits, stock dividends, certain fundamental transactions and future issuances of equity securities as described below). The Series AAA Preferred shall vote together with the common stock on an as-converted basis, and not as a separate class, subject to the beneficial ownership and primary market limitations, except that holders of Series AAA Preferred shall vote as a separate class with respect to (a) amending, altering, or repealing any provision of

02

Item 3.02 Unregistered Sales of Equity Securities. The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Certificate of Incorporation of the Company authorizes the issuance of up to 10,000,000 shares of preferred stock and further authorizes the Board of the Company to fix and determine the designation, preferences, conversion rights, or other rights, including voting rights, qualifications, limitations, or restrictions of the preferred stock. On June 26, 2024, the Company filed the Series AAA Junior Certificate of Designation, designating 1,210 shares of Series AAA Preferred in connection with the Offering.

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits Index Exhibit No. Description 3.1 Certificate of Designation of Preferences, Rights and Limitations of the Series AAA Junior Preferred Stock 10.1* Form of Series AAA Junior Subscription Agreement 10.2* Form of Registration Rights Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain portions of this exhibit (indicated by "[***]") have been omitted as the Company has determined (i) the omitted information is not material and (ii) is the type that the registrant treats as private or confidential.

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: July 2, 2024 By: /s/ Clayton Haynes Clayton Haynes Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR