Super League Enterprise Files 8-K with Key Agreements & Equity Sales

TL;DR

SLGG filed an 8-K on 9/30 detailing material agreements, equity sales, and charter amendments.

AI Summary

Super League Enterprise, Inc. filed an 8-K on September 30, 2024, reporting on 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 filing also includes financial statements and exhibits, indicating ongoing corporate activities and potential changes.

Why It Matters

This 8-K filing signals significant corporate actions by Super League Enterprise, Inc., potentially impacting its financial structure and operational agreements.

Risk Assessment

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

Key Numbers

• 1231 — Fiscal Year End (Indicates the company's annual financial reporting cycle.)

Key Players & Entities

• Super League Enterprise, Inc. (company) — Registrant
• September 30, 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 (address) — Business and Mail 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
• $399,000 — regate gross proceeds to the Company of $399,000 (the " Offering "). Terms and Conditio
• $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,
• $39,900 — lacement Agent an aggregate cash fee of $39,900, a non-accountable expense allowance of
• $7,980 — a non-accountable expense allowance of $7,980, and will issue to the Placement Agent

Filing Documents

• slgg20240930_8k.htm (8-K) — 48KB
• ex_728746.htm (EX-3.1) — 141KB
• 0001437749-24-030304.txt ( ) — 359KB
• slgg-20240930.xsd (EX-101.SCH) — 3KB
• slgg-20240930_def.xml (EX-101.DEF) — 12KB
• slgg-20240930_lab.xml (EX-101.LAB) — 16KB
• slgg-20240930_pre.xml (EX-101.PRE) — 12KB
• slgg20240930_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Series AAA-4 Junior Financing Subscription Agreements. On September 30, 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 399 units (the " Units "), each Unit consisting of (i) one share of newly designated Series AAA-4 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 $399,000 (the " Offering "). Terms and Conditions of Preferred Stock. In connection with the Offering, on September 30, 2024 (the " Filing Date "), the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-4 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 less than the Conversion Price consisting of Common Stock, convertible or derivative instruments (" Future Offering

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 30, 2024, the Company filed the Certificate of Designation, designating 400 shares of Series AAA-4 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-4 Junior Preferred Stock 10.1* Form of Series AAA-4 Junior Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 23, 2024) 10.2* Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 23, 2024) 10.3* Form of Investor Warrant (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 23, 2024) 10.4 Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 23, 2024) 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 30, 2024 By: /s/ Clayton Haynes Clayton Haynes Chief Financial Officer

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View this 8-K filing on SEC EDGAR