Super League Enterprise, Inc. Files 8-K on Equity Sales

TL;DR

SLGG filed an 8-K for unregistered equity sales - watch for dilution.

AI Summary

On October 22, 2025, Super League Enterprise, Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The company, formerly known as Super League Gaming, Inc. and Nth Games, Inc., is incorporated in Delaware and headquartered in Santa Monica, California.

Why It Matters

This filing indicates potential new equity issuance or transactions, which could impact the company's capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can signal a need for capital, potentially leading to dilution or signaling financial distress.

Key Players & Entities

• Super League Enterprise, Inc. (company) — Registrant
• October 22, 2025 (date) — Date of earliest event reported
• Super League Gaming, Inc. (company) — Former company name
• Nth Games, Inc. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• Santa Monica, California (location) — Principal executive office address

FAQ

Key Financial Figures

• $0.001 — 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
• $4,749,990, b — roceeds to the Company of approximately $4,749,990, before deducting offering costs and expen
• $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

Filing Documents

• slgg20251028_8k.htm (8-K) — 52KB
• ex_877377.htm (EX-10.3) — 106KB
• ex_877378.htm (EX-99.1) — 16KB
• ex_877379.htm (EX-99.2) — 18KB
• ex_878162.htm (EX-99.3) — 13KB
• acc1.jpg (GRAPHIC) — 3KB
• acc.jpg (GRAPHIC) — 12KB
• sle.jpg (GRAPHIC) — 13KB
• 0001437749-25-032022.txt ( ) — 422KB
• sle-20251022.xsd (EX-101.SCH) — 3KB
• sle-20251022_def.xml (EX-101.DEF) — 12KB
• sle-20251022_lab.xml (EX-101.LAB) — 15KB
• sle-20251022_pre.xml (EX-101.PRE) — 12KB
• slgg20251028_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Entry into Securities Purchase Agreements On October 24, 2025, and October 27, 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 sale (the " Offering ") of an aggregate of (a) 2,310,000 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 2,440,000 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 $4,749,990, 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 Compa

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.

01 Other Events

Item 8.01 Other Events On October 22, 2025, the Company issued a press release regarding the initial closing of the Offering, a copy of which is attached hereto as Exhibit 99.1. On October 24, 2025, the Company issued a press release announcing an additional closing of the Offering, a copy of which is attached hereto as Exhibit 99.2. On October 28, 2025, the Company issued a press release announcing the final closing of the Offering, a copy of which is attached hereto as Exhibit 99.3. Cautionary Note Regarding Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements, including statements regarding the Offering, including, without limitation, the Company's intended use of proceeds from the Offering, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are commonly identified by words such as "will be," "may," "expects," "believes," "plans" and "intends" and other terms with similar meaning. You are cautioned that the forward-looking statements in this Current Report on Form 8-K are based on current beliefs, assumptions and expectations, speak only as of the date of this Current Report on Form 8-K and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Such statements are subject to certain known and unknown risks and uncertainties, many of which are difficult to predict and generally beyond the Company's control, that could cause actual results and other future events to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Material factors that could cause actual results to differ materially from current expectations include, without limitation, market conditions and the risk factors detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and those risk factors set forth from time

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Index Exhibit No. Description 4.1 Form of October 2025 Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2025) 4.2 Form of October 2025 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2025) 10.1* Form of October 2025 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2025) 10.2* Form of October 2025 Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2025) 10.3* Placement Agency Agreement, dated October 22, 2025, by and between Super League Enterprise and Aegis Capital Corp. 99.1 Press Release, dated October 22, 2025 99.2 Press Release, dated October 24, 2025 99.3 Press Release, dated October 28, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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 28, 2025 By: /s/ Clayton Haynes Clayton Haynes Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR