Super League Enterprise Files 8-K with Key Agreements

TL;DR

SLGG filed an 8-K on 9/20, reporting material agreements & equity sales.

AI Summary

Super League Enterprise, Inc. filed an 8-K on September 20, 2024, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The company, formerly known as Super League Gaming, Inc. and Nth Games, Inc., is based in Santa Monica, California.

Why It Matters

This filing indicates significant corporate actions and potential equity transactions by Super League Enterprise, Inc., which could impact its financial structure and operational direction.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution concerns.

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
• September 20, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Santa Monica, California (location) — Business Address

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share SLE Nasdaq Capital Market
• $1,000 — tor Warrants "), at a purchase price of $1,000 per Unit, for aggregate gross proceeds
• $697,000 — roceeds to the Company of approximately $697,000 (the " Offering "). One or more closing
• $1 — ersion. The initial conversion price is $1.25, subject to adjustment in the event
• $1.25 — ice in effect on the Filing Date (i.e., $1.25). No further Additional Investment Righ
• $1.00 — he Investor Warrants are exercisable at $1.00 per share at the option of the holder,
• $69,700 — lacement Agent an aggregate cash fee of $69,700, a non-accountable expense allowance of
• $13,940 — a non-accountable expense allowance of $13,940, and will issue to the Placement Agent

Filing Documents

• slgg20240921_8k.htm (8-K) — 47KB
• ex_726383.htm (EX-3.1) — 156KB
• ex_726384.htm (EX-3.2) — 34KB
• ex_726385.htm (EX-3.3) — 30KB
• ex_726386.htm (EX-10.1) — 206KB
• ex_726387.htm (EX-10.2) — 164KB
• ex_726388.htm (EX-10.3) — 184KB
• ex_726414.htm (EX-10.4) — 96KB
• 0001437749-24-029807.txt ( ) — 1223KB
• slgg-20240920.xsd (EX-101.SCH) — 3KB
• slgg-20240920_def.xml (EX-101.DEF) — 12KB
• slgg-20240920_lab.xml (EX-101.LAB) — 16KB
• slgg-20240920_pre.xml (EX-101.PRE) — 12KB
• slgg20240921_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Series AAA-3 Junior Financing Subscription Agreements. On September 20, 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 697 units (the " Units "), each Unit consisting of (i) one share of newly designated Series AAA-3 Junior Convertible Preferred Stock, par value $0.001 per share (the " Preferred Stock "), and (ii) a warrant to purchase 1,000 shares of the Company's common stock, par value $0.001 (the " Common Stock ") (the " Investor Warrants "), at a purchase price of $1,000 per Unit, for aggregate gross proceeds to the Company of approximately $697,000 (the " Offering "). One or more closings are currently contemplated to be consummated on or before September 27, 2024. Terms and Conditions of Preferred Stock. In connection with the Offering, on September 20, 2024 (the " Filing Date "), the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-3 Junior Convertible Preferred Stock (the " Certificate of Designation ") with the State of Delaware. Each share of Preferred Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations and primary market limitations as set forth in the Certificates of Designation, into such number of shares of Common Stock equal to the number of shares of Preferred Stock 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 is $1.25, subject to adjustment in the event of stock splits, stock dividends, certain fundamental transactions, and future issuances of equity securities (" Conversion Price "), as follows: In the event the Company conducts an offering at a price le

02

Item 3.02 Unregistered Sales of Equity Securities. See Item 1.01. The disclosure contained therein is incorporated herein in its entirety.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Certificate of Designation. 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 Directors 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 September 20, 2024, the Company filed the Certificate of Designation, designating 700 shares of Preferred Stock in connection with the Offering. Certificates of Correction . On September 20, 2024, the Company filed: (i) a Certificate of Corrections to the Certificate of Designation of Preferences, Rights and Limitations of the Series AAA Junior Convertible Preferred Stock, and (ii) a Certificate of Corrections to the Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-2 Junior Convertible Preferred Stock (collectively, the " Certificates of Correction "), each correcting certain administrative immaterial errors contained therein regarding the numerous subseries of Series AAA Junior Convertible Preferred Stock contemplated to be issued in the Subscription Agreements and Placement Agency Agreement. The forgoing descriptions of the Certificates of Correction are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K

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-3 Junior Preferred Stock 3.2 Certificate of Correction to Certificate of Designation of Preferences, Rights and Limitations of the Series AAA Junior Preferred Stock 3.3 Certificate of Correction to Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-2 Junior Preferred Stock 10.1* Form of Series AAA-3 Junior Subscription Agreement 10.2* Form of Registration Rights Agreement 10.3 Form of Investor Warrant 10.4 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: September 23, 2024 By: /s/ Clayton Haynes Clayton Haynes Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR