Super League Enterprise Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

false 0001621672 0001621672 2024-10-24 2024-10-24

 

 

 

 

 

 

 

 

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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:

 

 

 

 

 

 

 

 

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).

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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.  ☐

 

 

 

See Item 8.01, which is incorporated by reference herein.

 

 

On October 24, 2024, Super League Enterprise, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the "Purchase Agreement") with a certain accredited investor for the registered direct offering of an aggregate of 1,136,364 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a purchase price of $0.88 per Share (the “Registered Direct Offering”).  The Registered Direct Offering will close on or about October 25, 2024, subject to the satisfaction of customary closing conditions in the Purchase Agreement, and will result in gross proceeds to the Company of approximately $1.0 million.

 

The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s currently effective shelf Registration Statement on Form S-3, which was declared effective by the U.S. Securities and Exchange Commission on November 16, 2021 (File No. 333-259347). The Company filed a final prospectus supplement in connection with the Registered Direct Offering on October 25, 2024.

 

The Purchase Agreement contains customary representations, warranties, agreements and conditions to closing, as well as indemnification rights and other obligations of the parties. The Purchase Agreement is filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Purchase Agreement. In particular, the representations, warranties, covenants and agreements contained in the Purchase Agreement, which were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not third-party beneficiaries under Purchase Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Purchase Agreement.

 

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

 

In connection with the Registered Direct Offering, the Company is filing the opinion and consent of its counsel, Disclosure Law Group, a Professional Corporation, regarding the validity of the Shares being registered, as Exhibits 5.1 and 23.1, respectively, hereto.

 

On October 25, 2024, the Company issued a press release announcing the Registered Direct Offering. A copy of the press release is attached as Exhibit 99.1 hereto.

 

 

 

 

* Filed herewith.

** Furnished herewith.

 

 

 

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.