8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 15, 2023

Super League Gaming, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38819	47-1990734
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2912 Colorado Avenue, Suite #203

Santa Monica, California 90404

(Address of principal executive offices)

(213) 421-1920

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SLGG	Nasdaq Capital Market

Item 2.02           Results of Operations and Financial Condition.

On May 15, 2023, Super League Gaming, Inc. (the “Company”) released its financial results for the fiscal quarter ended March 31, 2023 (the “Earnings Press Release”) and posted on its website a letter to shareholders of the Company (the “Letter to Shareholders”) from the Company's Chief Executive Officer, Ann Hand. The Letter to Shareholders discussed, among other matters, corporate highlights, financial results for the fiscal quarter ended March 31, 2023, and the corporate outlook. Copies of the Earnings Press Release and the Letter to Shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively.

On May 15, 2023, the Company issued a press release announcing the private placements of its convertible preferred stock, par value $0.001 per share, for aggregate gross proceeds to date of approximately $23.8 million (the “Private Placements”), and an additional closing anticipated (the “Private Placements Press Release”). For more information on the Private Placements, see the Company’s Current Reports on Form 8-K filed on November 25, 2022, December 2, 2022, December 23, 2022, February 6, 2023, April 25, 2023, May 4, 2023, and May 9, 2023 (as amended on May 10, 2023). A copy of the Private Placements Press Release is attached hereto as Exhibit 99.3.

Item 7.01           Regulation FD Disclosure.

See Item 2.02.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits Index

Exhibit No.	Description
99.1	Earnings Press Release, dated May 15, 2023
99.2	Letter to Shareholders, dated March 30, 2023
99.3	Private Placements Press Release, dated May 15, 2023
104	Cover Page Interactive Data Filed (embedded within the Inline XBRL document)

Disclaimer.

The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall the exhibits filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company's plans, objectives, expectations and intentions; and (ii) other statements identified by words such as "may", "could", "would", should", "believes", "expects", "anticipates", "estimates", "intends", "plans" or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.

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 Gaming, Inc.
Date: May 16, 2023	By:	/s/ Clayton Haynes
		Clayton Haynes Chief Financial Officer

EX-99.1

Exhibit 99.1

Super League Announces First Quarter Financial Results

~ Company Fortifies Balance Sheet, Extinguishing All Debt ~

Santa Monica, Calif. – (May 15, 2023) – Super League Gaming (Nasdaq: SLGG), a global leader in building immersive entertainment experiences, has released its first quarter 2023 financial results in the form of a shareholder letter. A webinar hosted by Ann Hand, CEO of Super League, and Clayton Haynes, CFO of Super League, will be streamed here beginning today Monday, May 15, 2023 at 5:00 PM Eastern Time to further discuss the results.

Management Commentary by Chief Executive Officer, Ann Hand:

“During the first quarter Super League continued to make meaningful strides that significantly improved our position as we look towards the horizon and our $100 million revenue target in 3 years. The next generation internet is upon us, both within gaming and more broadly. It is more immersive, customizable, and sticky for consumers and we already have captured a massive audience with over 1 billion monthly impressions and growing. We’re building an enterprise model for the immersive web – partners come to us to deliver marketing objectives, they stay as a critical partner in their forward digital strategy.

Backed by a more streamlined and lean operation, a strengthened balance sheet with no debt, more diverse revenue streams with improved marginality and the premier vertically integrated one-stop-shop -solution, we are poised to ignite the booster rocket for our growth.”

The webinar may also be accessed by dialing into 888-506-0062 or 973-528-0011 (International), using access code 512534. A replay of the webinar will be available on Super League’s investor relations website and can also be accessed here or by dialing into 877-481-4010 or 919-882-2331 (International), using access code 48397.

For any questions related to the Company’s first quarter 2023 financial results or shareholder letter, please contact SLGG@mzgroup.us.

About Super League

Super League (Nasdaq: SLGG) is a leading strategically-integrated publisher and creator of games and experiences across the world’s largest immersive digital platforms. From metaverse gaming powerhouses such as Roblox, Minecraft and Fortnite, to the most popular Web3 environments such as Sandbox and Decentraland, to bespoke worlds built using the most advanced 3D creation tools, Super League’s innovative solutions provide incomparable access to massive audiences who gather in immersive digital spaces to socialize, play, explore, collaborate, shop, learn and create. As a true end-to-end activation partner for dozens of global brands, Super League offers a complete range of development, distribution, monetization and optimization capabilities designed to engage users through dynamic, energized programs. As an originator of new experiences fueled by a network of top developers, a comprehensive set of proprietary creator tools and a future-forward team of creative professionals, Super League accelerates IP and audience success within the fastest growing sector of the media industry. For more, go to superleague.com.

Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. Statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this communication include, among other things, statements about Super League’s growth and growth strategies, the ability to actualize the benefits of the acquisition of Melon, our possible or assumed business strategies, new products, potential market opportunities and our ability to secure adequate working capital. Risks and uncertainties include, among other things, our ability to implement our plans, forecasts and other expectations with respect to our business; our ability to realize the anticipated benefits of events that took place during and subsequent to the quarter ended December 31, 2022, including the possibility that the expected benefits, particularly from our acquisitions consummated in 2021 and 2023, will not be realized or will not be realized within the expected time period; unknown liabilities that may or may not be within our control; attracting new customers and maintaining and expanding our existing customer base; our ability to scale and update our platform to respond to customers’ needs and rapid technological change; increased competition in our market and our ability to compete effectively; and expansion of our operations and increased adoption of our platform internationally. Additional risks and uncertainties that could affect our financial condition and operating results will be included in the section titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022 and other filings that we make from time to time with the Securities and Exchange Commission (the “SEC”) which, once filed, are available on the SEC’s website at www.sec.gov. In addition, any forward-looking statements contained in this communication are based on assumptions that we believe to be reasonable as of this date. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements

Information About Non-GAAP Financial Measures

As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America. To supplement our financial statements included in our annual and quarterly reports filed with the SEC, which financial statements are prepared and presented in accordance with GAAP, this earnings release includes pro forma net loss, a financial measure that is considered a non-GAAP financial measure as defined in Rule 101 of Regulation G promulgated by the Securities and Exchange Commission. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Investor Relations Contact:

Shannon Devine/ Mark Schwalenberg

MZ North America

Main: 203-741-8811

SLGG@mzgroup.us

Media Contact

Gillian Sheldon

gillian.sheldon@superleague.com

EX-99.2

Exhibit 99.2

EX-99.3

Exhibit 99.3

Super League Announces Private Placement

to Fund Growth Initiatives

SANTA MONICA, Calif. -- May 15, 2023 - Super League Gaming (Nasdaq: SLGG), a leading publisher and creator of immersive experiences across the world’s largest metaverse gaming platforms, announced today that it has consummated two private financings of convertible preferred stock, priced at the market under Nasdaq rules, with the final closing expected to occur later this week. The Company received aggregate gross proceeds of approximately $23.8 million in these financings from November 2022 through May 2023, before deducting placement agent fees and other offering expenses payable by the Company.

The capital was raised from both existing and new investors and was used to extinguish the Company’s debt and fund ongoing operations and growth initiatives.

“Completing this financing was vital to support Super League’s long-term growth strategy. We significantly enhanced our balance sheet, while obtaining the necessary capital to fund operations and fuel our near-term growth initiatives,” said Ann Hand, CEO of Super League. “We believe this is also a testament to the strength of our team, our strategic vision and confidence in our ability to execute.”

As a part of the private placement offering, the Company issued newly designated Convertible Preferred Stock (the "Preferred Stock"). Each share of Preferred Stock was sold at $1,000 per share and is convertible into shares of common stock, subject to certain beneficial ownership limitations. Other material terms of the Preferred Stock financing, including the registration rights granted to investors, are described in the Company's Current Reports on Form 8-K filings made with the Securities and Exchange Commission to date and following the date above.

SternAegis Ventures acted as the exclusive placement agent for this offering. Participants in the offering include existing investors, new investors, and affiliates of the placement agent.

The securities described above have not been registered under the Securities Act of 1933, as amended, and may not be resold in the United States except pursuant to an effective registration statement with the Securities and Exchange Commission or an exemption from registration under the Securities Act and any applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Super League Gaming

Super League Gaming is a leading strategically integrated publisher and creator of games and experiences across the world’s largest immersive digital platforms. From metaverse gaming powerhouses such as Roblox, Minecraft, and Fortnite, to the most popular web3 environments such as The Sandbox and Decentraland, to bespoke worlds built using the most advanced 3D creation tools, Super League’s innovative solutions provide incomparable access to massive audiences of consumers who gather in immersive digital spaces to socialize, play, explore, collaborate, shop, learn, and create. As a true end-to-end activation partner for dozens of global brands, Super League offers a complete range of development, distribution, monetization, and optimization capabilities designed to engage users through dynamic, energized programs. As an originator of new experiences designed by in-house creators and a network of top developers, a comprehensive set of proprietary creator tools, and a future-forward team of creative professionals, Super League accelerates IP and audience success within the fastest growing sector of the gaming and media industries. For more, go to superleague.com.

About SternAegis Ventures

SternAegis Ventures is the management team within Aegis Capital Corp. that is responsible for venture capital and private equity financing. www.sternaegis.com

Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. Statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this communication include, among other things, statements about Super League’s growth strategies, the ability to actualize the benefits of the acquisition of Melon, our possible or assumed business strategies, new products, potential market opportunities and our ability to secure adequate working capital. Risks and uncertainties include, among other things, our ability to implement our plans, forecasts and other expectations with respect our business; our ability to realize the anticipated benefits of events that took place during and subsequent to the quarter ended December 31, 2022, including the possibility that the expected benefits, particularly from our acquisitions consummated in 2021 and 2023, will not be realized or will not be realized within the expected time period; unknown liabilities that may or may not be within our control; attracting new customers and maintaining and expanding our existing customer base; our ability to scale and update our platform to respond to customers’ needs and rapid technological change; increased competition on our market and our ability to compete effectively; and expansion of our operations and increased adoption of our platform internationally. Additional risks and uncertainties that could affect our financial condition and operating results will be included in the section titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022 and other filings that we make from time to time with the Securities and Exchange Commission (the “SEC”) which, once filed, are available on the SEC’s website at www.sec.gov. In addition, any forward-looking statements contained in this communication are based on assumptions that we believe to be reasonable as of this date. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Investor Relations Contact:
Shannon Devine
MZ North America
Main: 203-741-8811
SLGG@mzgroup.us

Media Contact
Gillian Sheldon
gillian.sheldon@superleague.com

XML

Document And Entity Information	May 15, 2023
Document Information [Line Items]
Entity, Registrant Name	Super League Gaming, Inc.
Document, Type	8-K
Document, Period End Date	May 15, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-38819
Entity, Tax Identification Number	47-1990734
Entity, Address, Address Line One	2912 Colorado Avenue, Suite #203
Entity, Address, City or Town	Santa Monica
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	90404
City Area Code	213
Local Phone Number	421-1920
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Title of 12(b) Security	Common Stock
Trading Symbol	SLGG
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity, Central Index Key	0001621672