Super League Enterprise Files 8-K with Key Corporate Updates

TL;DR

SLGG filed an 8-K on 10/20/25 covering material agreements, equity sales, and governance changes.

AI Summary

On October 20, 2025, Super League Enterprise, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes for Super League Enterprise, Inc., impacting its structure, financing, and governance.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and amendments to corporate documents, which can introduce complexities and potential risks for investors.

Key Numbers

• 20251020 — Date of Report (Earliest event reported in the 8-K filing.)
• 20251022 — Filing Date (Date the 8-K was officially filed with the SEC.)

Key Players & Entities

• Super League Enterprise, Inc. (company) — Registrant
• October 20, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 47-1990734 (ein) — Employer Identification Number
• 001-38819 (commission_file_number) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share SLE Nasdaq Capital Market
• $1.00 — Stock "), at a price per Share equal to $1.00 and (b) Pre-Funded Warrants (" Pre-Fund
• $0 — to same price as that for Shares minus $0.00001, and the remaining exercise price
• $0.00001 — e of each Pre-Funded Warrant will equal $0.00001 per share, for gross proceeds to the Co
• $15,250,000, b — roceeds to the Company of approximately $15,250,000, before deducting offering costs and expen
• $2.85 — ting 20% of the Nasdaq Minimum Price of $2.85 on the date the Purchase Agreements wer
• $3.00 — e Nasdaq Capital Market, is at or above $3.00 per share for 20 consecutive trading da
• $5 million — I) if investments placed by Aegis equal $5 million or more, the Company will pay Aegis an
• $125,000 — any will pay Aegis an additional fee of $125,000; (III) Aegis will also receive a fee of
• $1.0 million — nvert the remaining principal amount of $1.0 million due under that certain Unsecured Promis
• $1,000 — share equal to (a) the stated value of $1,000.00, divided by (b) the conversion price

Filing Documents

• slgg20251022_8k.htm (8-K) — 114KB
• ex_874287.htm (EX-3.1) — 25KB
• ex_874288.htm (EX-3.2) — 93KB
• ex_874282.htm (EX-4.1) — 117KB
• ex_874283.htm (EX-4.2) — 101KB
• ex_874284.htm (EX-4.3) — 75KB
• ex_874285.htm (EX-10.1) — 155KB
• ex_874286.htm (EX-10.2) — 104KB
• ex_874289.htm (EX-10.3) — 45KB
• ex_874290.htm (EX-10.4) — 84KB
• ex_874291.htm (EX-10.5) — 100KB
• logo105large.jpg (GRAPHIC) — 8KB
• logo105small.jpg (GRAPHIC) — 2KB
• 0001437749-25-031490.txt ( ) — 1360KB
• sle-20251020.xsd (EX-101.SCH) — 3KB
• sle-20251020_def.xml (EX-101.DEF) — 12KB
• sle-20251020_lab.xml (EX-101.LAB) — 16KB
• sle-20251020_pre.xml (EX-101.PRE) — 12KB
• slgg20251022_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement October 2025 PIPE Transaction Entry into Securities Purchase Agreements On October 22, 2025, Super League Enterprise, Inc. (the " Company ") entered into Securities Purchase Agreements (the " Purchase Agreement ") with certain accredited investors (the " Purchasers "), relating to the Company's offering (the " Offering ") of (a) 1,675,000 shares (the " Shares ") of the Company's Common Stock, par value $0.001 per share (" Common Stock "), at a price per Share equal to $1.00 and (b) Pre-Funded Warrants (" Pre-Funded Warrants ") to purchase 13,575,000 shares of Common Stock (the " Pre-Funded Warrants ") at a price per Pre-Funded Warrant equal to same price as that for Shares minus $0.00001, and the remaining exercise price of each Pre-Funded Warrant will equal $0.00001 per share, for gross proceeds to the Company of approximately $15,250,000, before deducting offering costs and expenses. For each one Share or Pre-Funded Warrant purchased in the Offering, each Purchaser also received Common Stock Purchase Warrants (" Warrants "), to purchase one share of Common Stock (" Warrant Shares "), with an exercise price of $1.00 (the " Exercise Price "). The shares of Common Stock, Pre-Funded Warrants and Warrants sold in the Offering are sometimes hereafter referred to as, the " Securities. " The Company intends to use the proceeds from the Offering for repayment of existing indebtedness, implementation of a new corporate strategy, general corporate purposes and working capital. Under the Pre-Funded Warrants, a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Com

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.

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. Filing of Third Amended and Restated Certificate of Designation On October 20, 2025, the Company filed the Third Amended and Restated Certificate of Incorporation of Super League Enterprise, Inc. (the " Amended Certificate "). The Amended Certificate amends the Company's Second Amended and Restated Certificate of Incorporation, as amended (the " Prior Charter ") to: (i) increase the number of authorized shares of Common Stock from 400,000,000 to 750,000,000; and (ii) to allow the vote of the holders of our preferred stock to amend their respective preferred stock certificates of designations, without requiring the approval of the holders of all voting securities of the Company. The Amended Charter was also restated to include all amendments to the Prior Charter made pursuant to Certificates of Amendment after the filing of the Prior Charter. Filing of Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred The Amended Certificate authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $0.001 per share (the " 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 October 22, 2025, the Company filed the Series C Certificate (as defined above), designating 4,700 shares of Series C Preferred (as defined above) in connection with the YP Exchange Agrement (as defined above). Pursuant to the Series C Certificate, the Series C Preferred, among other terms: (i) ranks, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, senior to all classes of Common Stock and each other class or series of equity security of the Company which is not expressly senior or on parity with the Series C Pref

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On October 20, 2025, the Company held its 2025 Annual Meeting of Stockholders (the " Annual Meeting "). The matters voted upon at the Annual Meeting and the results of the voting are set forth below: Proposal No. 1 : Election of the two Class II Directors For Withheld Jeff Gehl 2,370,760 55,988 Matt Edelman 2,364,986 61,762 The Company's Directors are elected by a plurality of the votes cast. The Company's Directors are classified into three classes, with staggered three-year terms. Stockholders elected Jeff Gehl and Matt Edelman to serve as Class II Directors on the Company's Board of Directors until the end of their respective terms. Proposal No. 2 – Approval of the issuance of shares of our common stock, par value $0.001 per share ( " Common Stock " ) and shares of Common Stock underlying certain Pre-Funded Warrants pursuant to an equity purchase agreement; For Against Abstain Votes 2,348,186 36,217 42,345 The vote required to approve Proposal No. 2 was the affirmative vote of a majority of the votes cast at the Annual Meeting. Accordingly, Accordingly, the Company's stockholders approved this Proposal No. 2. Proposal No. 3 – Approval of the issuance of shares of Common Stock to a certain accredited investor upon conversion of a certain Senior Secured Convertible Note and the exercise of warrants to purchase Common Stock pursuant to the terms of a Securities Purchase Agreement For Against Abstain Votes 2,355,110 28,693 42,945 The vote required to approve Proposal No. 3 was the affirmative vote of a majority of the votes cast at the Annual Meeting. Accordingly, Accordingly, the Company's stockholders approved this Proposal No. 3. Proposal No. 4 – Approval of the issuance of Common Stock and warrants pursuant to the terms of a Securities Purchase Agreement and placement agent warrants For Against Abstain Votes 2,338,778 45,548 42,422 The vote req

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View this 8-K filing on SEC EDGAR