Super League Enterprise Files 8-K on Material Agreement

TL;DR

SLGG filed an 8-K on July 10th for a material agreement & equity sales. Watch closely.

AI Summary

Super League Enterprise, Inc. filed an 8-K on July 16, 2024, reporting a material definitive agreement entered into on July 10, 2024. The filing also covers unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The company, formerly known as Super League Gaming, Inc., is incorporated in Delaware.

Why It Matters

This 8-K filing indicates significant corporate actions, including a material definitive agreement and potential changes to the company's structure or governance, which could impact investors.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-38819 — SEC File Number (Identifies the company's filing history with the SEC.)
• 47-1990734 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Super League Enterprise, Inc. (company) — Registrant
• Super League Gaming, Inc. (company) — Former company name
• Nth Games, Inc. (company) — Former company name
• July 10, 2024 (date) — Date of earliest event reported
• July 16, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share SLE Nasdaq Capital Market
• $1,000 — -2 Preferred "), at a purchase price of $1,000 per share, for aggregate gross proceeds
• $551,000 — roceeds to the Company of approximately $551,000 (the " Offering "). In connection with
• $1.25 — n (the initial conversion price will be $1.25 for the Series AAA-2 Preferred, subject
• $55,100 — lacement Agent an aggregate cash fee of $55,100, non-accountable expense allowance of $
• $11,020 — 0, non-accountable expense allowance of $11,020 and will issue to the Placement Agent o

Filing Documents

• slgg20240716_8k.htm (8-K) — 42KB
• ex_698746.htm (EX-3.1) — 139KB
• ex_698747.htm (EX-10.1) — 163KB
• ex_698843.htm (EX-10.2) — 89KB
• 0001437749-24-022831.txt ( ) — 667KB
• slgg-20240710.xsd (EX-101.SCH) — 3KB
• slgg-20240710_def.xml (EX-101.DEF) — 12KB
• slgg-20240710_lab.xml (EX-101.LAB) — 17KB
• slgg-20240710_pre.xml (EX-101.PRE) — 13KB
• slgg20240716_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Subscription Agreements On July 10, 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 551 shares of newly designated Series AAA-2 Junior Convertible Preferred Stock, par value $0.001 per share (the " Series AAA-2 Preferred "), at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $551,000 (the " Offering "). In connection with the Offering, on July 10, 2024 (the " Filing Date "), the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-2 Junior Convertible Preferred Stock (the " Series AAA-2 Certificate of Designation ") with the State of Delaware. Each share of Series AAA-2 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-2 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-2 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-2 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-2 Preferred (which for purposes of this paragraph includes 1,210 shares of Series AAA Junior Prefe

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 July 10, 2024, the Company filed the Series AAA-2 Preferred Certificate of Designation, designating 551 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-2 Junior Convertible Preferred Stock 10.1* Placement Agency Agreement, dated June 3, 2024, by and between Super League Enterprise, Inc., and Aegis Capital Corporation 10.2* Form of Placement Agent Warrant 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 16, 2024 By: /s/ Clayton Haynes Clayton Haynes Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR