Super League Enterprise Files 8-K with Key Agreements

TL;DR

SLGG filed an 8-K on 9/18 for 9/12 events: material agreement, equity sales, and charter changes.

AI Summary

Super League Enterprise, Inc. filed an 8-K on September 18, 2025, reporting on events occurring on September 12, 2025. The filing indicates 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., is incorporated in Delaware.

Why It Matters

This 8-K filing signals significant corporate actions, including new agreements and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or less favorable terms for existing shareholders.

Key Players & Entities

• Super League Enterprise, Inc. (company) — Registrant
• Super League Gaming, Inc. (company) — Former company name
• September 12, 2025 (date) — Date of earliest event reported
• September 18, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share SLE Nasdaq Capital Market
• $1.00 — rted, multiplied by the stated value of $1.00 (the " Stated Value "), divided by the
• $7 — (the initial conversion price equal to $7.00, subject to adjustment in the event

Filing Documents

• slgg20250918_8k.htm (8-K) — 33KB
• ex_862749.htm (EX-3.1) — 85KB
• ex_862748.htm (EX-10.1) — 61KB
• 0001437749-25-029401.txt ( ) — 348KB
• sle-20250912.xsd (EX-101.SCH) — 3KB
• sle-20250912_def.xml (EX-101.DEF) — 12KB
• sle-20250912_lab.xml (EX-101.LAB) — 16KB
• sle-20250912_pre.xml (EX-101.PRE) — 12KB
• slgg20250918_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On September 12, 2025, Super League Enterprise, Inc. (the " Company ") entered into an Amended & Restated Exchange Agreement, Consent and Waiver (the " Exchange Agreements ") with certain holders (the " Preferred Stockholders ") of the Company's preferred stock, par value $0.001 per share (" Preferred Stock "), pursuant to which the Company and the Preferred Stockholders agreed that in exchange for the shares of Preferred Stock held by the Preferred Stockholder, the Preferred Stockholder would be granted shares of the Company's newly issued Series B Convertible Preferred Stock, par value $0.001 per share (" Series B Preferred ", and the exchange of Preferred Stock for Series B Preferred, the " Exchange "). Up to an aggregate of 16,426 shares of Series B Preferred will be issued pursuant to the Exchange Agreements. For more information on the Series B Preferred, please review Item 5.03, below. In connection with the issuance of the Series B Preferred, the Preferred Stockholders, among other things: (i) agreed to terminate their additional investment rights granted to them in their respective subscription agreements; (ii) waived any issuances by the Company of securities below the respective prior conversion price floors prior to the Exchange; (iii) waived any incurrence of indebtedness by the Company prior to the Exchange; (iv) agreed, for a period of six months following the date of the Exchange Agreements, to attend any annual or special meeting of the Company's stockholders and vote their shares in accordance with management's recommendation; and (v) provided a general release of the Company from any obligations that may exist under the terms of the Preferred Stock. The Preferred Stockholders include holders of the Company's (i) Series AA Convertible Preferred Stock (the " AA Preferred "), Series AA-3 Convertible Preferred Stock (the " AA-3 Preferred "), Series AA-4 Convertible Preferred Stock (the " AA-4 P

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of Series B Preferred were issued without registration under the Securities Act of 1933, as amended (the " Securities Act "), based on the exemption from registration afforded by Section 3(a)(9) and Section 4(a)(2) of the Securities Act.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 September 12, 2025, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock (the " Series B COD "), designating 16,426 shares of Series B Preferred in connection with the entry into the Exchange Agreements. Each share of Series B Preferred is convertible (i) at the sole discretion of the Company at any time, (ii) mandatorily on February 11, 2026, and/or (iii) at the option of the holder, each conversion method being subject to certain beneficial ownership limitations and primary market limitations as set forth in the Series B COD, into such number of shares of the Common Stock, equal to the number of Preferred Stock to be converted, multiplied by the stated value of $1.00 (the " Stated Value "), divided by the conversion price in effect at the time of the conversion (the initial conversion price equal to $7.00, subject to adjustment in the event of stock splits, stock dividends, and similar transactions). Holders of Series B Preferred will be entitled to receive dividends, subject to the beneficial ownership and primary market limitations, on an as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock. Notwithstanding the foregoing, to the extent that a holder's right to participate in any dividend in shares of Common Stock to which such holder is entitled would result in such holder exceeding the beneficial ownership a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Index Exhibit No. Description 3.1 Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred 10.1 Form of Exchange Agreement by and between Super League Enterprise, Inc., and certain Preferred Stockholders 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: September 18, 2025 By: /s/ Clayton Haynes Clayton Haynes Chief Financial Officer

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View this 8-K filing on SEC EDGAR