Super League Enterprise Files 8-K on Agreements and Personnel Changes

TL;DR

Super League Enterprise (SLGG) filed an 8-K on 10/29/24 covering new deals and exec changes.

AI Summary

On October 29, 2024, Super League Enterprise, Inc. filed an 8-K detailing the entry into a material definitive agreement, the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential new agreements and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers/directors, which can introduce uncertainty and potential strategic shifts.

Key Players & Entities

• Super League Enterprise, Inc. (company) — Registrant
• October 29, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-38819 (filing_id) — SEC File Number
• 47-1990734 (tax_id) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share SLE Nasdaq Capital Market

Filing Documents

• slgg20241029_8k.htm (8-K) — 40KB
• ex_739052.htm (EX-10.1) — 102KB
• ex_739567.htm (EX-10.2) — 101KB
• ex_739701.htm (EX-99.1) — 15KB
• sle.jpg (GRAPHIC) — 5KB
• 0001437749-24-032500.txt ( ) — 452KB
• slgg-20241029.xsd (EX-101.SCH) — 3KB
• slgg-20241029_def.xml (EX-101.DEF) — 12KB
• slgg-20241029_lab.xml (EX-101.LAB) — 15KB
• slgg-20241029_pre.xml (EX-101.PRE) — 12KB
• slgg20241029_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry Into a Material Definitive Agreement Entry into Amended and Restated Equity Exchange Agreement On October 29, 2024, Super League Enterprise, Inc. (the " Company ") entered into an Amended and Restated Equity Exchange Agreement (the " Amended Exchange Agreement ") with Infinite Reality, Inc. (" Infinite Reality "), which amended and restated that certain Equity Exchange Agreement, dated September 30, 2024 (the " Exchange Agreement "). Pursuant to the Amended Exchange Agreement, the Company will be issuing an aggregate total of 2,499,090 shares of common stock, par value $0.001 per share (" Common Stock "), in exchange for 216,831 shares of Infinite Reality common stock (" Infinite Reality Common Stock " and collectively, the " Exchange "). The Exchange will be consummated across two closings: (i) an initial closing of 1,215,279 shares of Common Stock in exchange for 105,445 shares of Infinite Reality Common Stock (the " Initial Closing "); and (ii) a second closing, subject to the approval of the Company's stockholders, of 1,283,811 shares of Common Stock for 111,386 shares of Infinite Reality Common Stock. All other terms of the Exchange Agreement were not modified. The Exchange Shares, once exchanged pursuant to the Amended Exchange Agreement, will be exempt from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act "), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The foregoing descriptions of the Amended Exchange Agreement does not purport to be complete and is qualified in its entirety by the full t

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On October 29, 2024, in connection with the consummation of the Initial Closing, the Company appointed Clark Callander to the Board, to serve until the Company's next annual meeting of stockholders or until his earlier resignation or 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 leadership 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. He currently serves (or has served) as a Director of Infinite Reality, Sugar Bowl Ski Resort & Development Corp., and ChaSerg Technology Acquisition Corp. (NASD: CTAC). Mr. Callander earned a Bachelor of Sciences from Stanford University, and an M.B.A. from the Joseph Wharton School. On October 4, 2024, the Company inadvertently announced the appointment of Mr. Callander to the Board, together with the entry into the Exchange Agreement with Infinite Reality. Mr. Callander was designated by Infinite Reality to serve on the Board pursuant to a binding Term Sheet, dated September 30, 2024, entered into between the Company and Infinite Reality (the " Term Sheet "); however, Mr. Clark's appointment was to be effective upon the consummation of the Initial Closing. Accordingly, Mr. Callander was officially appointed as a member of the Board in connection with the consummation of the Initial Closing. Mr. Callander also entered into an Indemnification Agreement with the Company upon his appointment. Except as disclosed herein, there are no related party transa

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Item 8.01. Other Events On October 29, 2024, the Company issued a press release announcing the Amended Exchange Agreement and the appointment of Mr. Callander. A copy of the press release is attached as Exhibit 99.1 hereto.

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits Index Exhibit No. Description 10.1* Amended and Restated Equity Exchange Agreement, dated October 29, 2024 10.2* Form of Indemnification Agreement 99.1** Press Release issued by Super League Enterprise, Inc. on October 29, 2024 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith.

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 29, 2024 By: /s/ Clayton Haynes Clayton Haynes Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR