Super League Enterprise Files 8-K with Key Agreements and Officer Changes

TL;DR

SLGG filed an 8-K detailing new deals, equity sales, and exec changes as of Sept 30.

AI Summary

Super League Enterprise, Inc. filed an 8-K on October 4, 2024, reporting on several events as of September 30, 2024. Key items include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors or officers, including compensatory arrangements. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions, including potential new agreements and changes in leadership or compensation, which could impact the company's strategic direction and investor outlook.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in directors/officers, which can introduce uncertainty and potential dilution risks.

Key Players & Entities

• Super League Enterprise, Inc. (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported
• October 4, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SLE Nasdaq Capital Market
• $20 million — operty, (c) cash in the amount of up to $20 million to come from divestiture of certain ass
• $30,000,000 — eive a credit facility in the amount of $30,000,000 from Infinite Reality, to be establishe
• $1.30 — Company's Common Stock being valued at $1.30 per share. The Exchange Agreement conta

Filing Documents

• slgg20241004_8k.htm (8-K) — 38KB
• ex_729835.htm (EX-10.1) — 61KB
• ex_729836.htm (EX-10.2) — 93KB
• ex_729841.htm (EX-99.1) — 18KB
• 0001437749-24-030665.txt ( ) — 392KB
• 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
• slgg20241004_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Entry into Binding Term Sheet On September 30, 2024, Super League Enterprise, Inc. (the " Company ") entered into a binding term sheet (the " Term Sheet ") with Infinite Reality, Inc. (" Infinite Reality "), whereby, subject to the satisfaction of certain conditions as more specifically set forth in the Term Sheet (including receipt of the approval of the Company's stockholders), and the entry into definitive documentation, the Company will: (i) acquire from Infinite Reality, (a) a perpetual, royalty free license to name and to create and host events for Drone Racing League, Inc., (b) to be determined esports assets and all related intellectual property, (c) cash in the amount of up to $20 million to come from divestiture of certain assets to be determined and/or other sources of capital, (d) TalentX and all related intellectual property, (e) Fearless Media and all related intellectual property, and (f) Thunder Studios and all related intellectual property (each an " Asset " and, collectively, the " Purchased Assets ")(the " Asset Acquisition "), in exchange the Company issuing that number of shares of a to-be designated class of its preferred stock equal in priority to existing Series A, AA and AAA preferred shares (the " Consideration Shares "), which Consideration Shares will be convertible into 75% of the then issued and outstanding shares of Super League's common stock, par value $0.001 per share (" Common Stock "), calculated at the time of the consummation of the Asset Acquisition; (ii) issue to Infinite Reality 2,499,090 shares of the Company's Common Stock, in exchange for 139,592 shares of Infinite Reality's common stock (the " Share Exchange "), pursuant to an Equity Exchange Agreement, and to appoint a designee of Infinite Reality to the Company's Board of Directors (the " Board ") upon the consummation of the Share Exchange (the " Closing "); and (iii) receive a credit facility in the amo

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, under " Entry into Equity Exchange Agreement ," and is incorporated herein in its entirety.

02

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On September 30, 2024, the Company appointed Clark Callander to the Company's Board, to serve until the Company's next annual meeting of stockholders or until his successor is duly elected and qualified. Mr. Callander, 66, is currently the Co-Founder and Managing Partner of Albany Road Real Estate Partners, LLC, having served in that capacity since 2012. From 2003 to 2020, he was a Co-Founder and a member of the Executive Committee of GCA Advisors LLC (TSE: 2174). Prior to his roles at GCA and Albany Road, Clark was a management team member at Robertson Stephens & Company from 1993 to 2002. While at Robertson Stephens, he started the Private Capital Group, headed European Investment Banking, and was co-head of Global Corporate Finance. Over the last three decades, Clark has been actively involved as an early-stage/growth investor in over fifty companies. He has served (or currently serves) as a Director or Advisory Director to Infinite Reality, Sugar Bowl Ski Resort & Development Corp., Bryte Technologies, Inc., ChaSerg Technology Acquisition Corp. (NASD: CTAC), Cargo Chief, H. Barton Asset Management, IDG Ventures Europe. Mr. Callander earned a Bachelor of Sciences from Stanford University, and an M.B.A. with honors from the Joseph Wharton School. Mr. Callander was designated by Infinite Reality to serve on the Board pursuant to the Term Sheet. Except as disclosed herein, there are no related party transactions between the Company and Mr. Callander that would require disclosure under Item 404(a) of Regulation S-K, nor are there any further arrangements or understandings in connection with his appointment as a member of the Company's Board.

01

Item 8.01 Other Events On October 1, 2024, the Company issued a press release announcing the Transaction and the entry into the Term Sheet. A copy of the press release is attached hereto as Exhibit 99.1.

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits Index Exhibit No. Description 10.1 Binding Term Sheet, dated September 30, 2024, between Super League Enterprise, Inc., and Infinite Reality, Inc. 10.2 Equity Exchange Agreement, dated September 30, 2024, by and between Super League Enterprise, Inc., and Infinite Reality, Inc. 99.1 Press Release dated October 1, 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: October 4, 2024 By: /s/ Clayton Haynes Clayton Haynes Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR