Super League Enterprise, Inc. — fact timeline

Super League Enterprise, Inc. entered into Mutual General Release and Settlement Agreement with 3i, LP, Nomis Bay Ltd., and BPY Limited (effective 2024-03-12).

“On March 12, 2024, Super League Enterprise, Inc. (the “ Company ”), entered into that certain Mutual General Release and Settlement Agreement (the “ Agreement ”) with 3i, LP, a Delaware limited partnership (“ 3i ”), Nomis Bay Ltd., a Bermuda Corporation (“ Nomis ”), and BPY Limited, a Bermuda Corporation (“ BPY ”) (together with 3i and Nomis, the “ Investors ”), whereby the Company, among other things, issued an aggregate of 500,000 shares of the Company’s common stock”

Super League Enterprise, Inc. entered into Agreement with GameSafer, Inc. valued at $1,000,000 (effective 2024-02-26).

“Pursuant to the Asset Purchase Agreement entered into by and between GameSafer and the Company on February 26, 2024 (the “ Agreement ”), the Company will receive $1,000,000 purchase consideration for Minehut, which amount will be paid by GameSafer in revenue and royalty sharing over a period of two years, as described in the Agreement.”

Super League Enterprise, Inc.: Filed Series AAA Certificate of Designation for preferred stock (effective 2023-12-22).

“On December 22, 2023, the Company filed the Series AAA Certificate of Designation (as defined above), designating 5,334 shares of Series AAA Preferred (as defined above) in connection with the Offering (as defined above).”

Super League Enterprise, Inc. incurred credit facility of $4,000,000 with SLR Digital Finance, LLC at prime rate plus 2% maturing 24 months from the Effective Date.

“by the face value of such Account (the “ Advance Rate ”), less any reserved funds and any other amounts due to Lender from Borrowers, up to a maximum aggregate Advance amount of $4,000,000 (the “ Maximum Amount ”)(the Advances on the Accounts is hereinafter, the “ Facility ”). Upon receipt of any Advance, Borrowers will have assigned all of its rights in such”

Super League Enterprise, Inc. entered into Subscription Agreements with accredited investors valued at aggregate gross proceeds of approximately $2,978,000 (effective 2023-12-22).

“On December 22, 2023, the Company entered into subscription agreements (each, a “ Subscription Agreement ” and collectively, the “ Subscription Agreements ”) with accredited investors with respect to the sale of an aggregate of 2,978 shares of newly designated Series AAA-2 Convertible Preferred Stock, par value $0.001 per share (the “ Series AAA Preferred ”), at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $2,978,000 (the “ Offering ”).”

Super League Enterprise, Inc. entered into Financing and Security Agreement with SLR Digital Finance, LLC valued at maximum aggregate Advance amount of $4,000,000 (effective 2023-12-17).

“Financing and Security Agreement Super League Enterprise, Inc. (the “ Company ”), and certain of its subsidiaries (collectively with the Company, the “ Borrowers ”), entered into a Financing and Security Agreement (the “ Agreement ”) with SLR Digital Finance, LLC (“ Lender ”), effective December 17, 2023 (the “ Effective Date ”).”

Super League Enterprise, Inc.: Filed Series AAA Certificate of Designation designating 9,400 shares of Series AAA Preferred Stock (effective 2023-11-30).

“On November 30, 2023, the Company filed the Series AAA Certificate of Designation, designating 9,400 shares of Series AAA Preferred in connection with the Offering.”

Super League Enterprise, Inc. entered into Subscription Agreement with accredited investors valued at approximately $5,377,000 (effective 2023-11-30).

“On November 30, 2023, Super League Enterprise, Inc. (the “ Company ”) entered into subscription agreements (each, a “ Subscription Agreement ” and collectively, the “ Subscription Agreements ”) with accredited investors with respect to the sale of an aggregate of 5,377 shares of newly designated Series AAA Convertible Preferred Stock, par value $0.001 per share (the “ Series AAA Preferred ”), at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $5,377,000 (the “ Offering ”).”

Super League Enterprise, Inc. reported fiscal quarter ended September 30, 2023 results: revenue $7.2 million.

“delivering record quarterly company revenues of $7.2 million, an increase of 60% year-over-year”

Super League Enterprise, Inc.: Amended certificate of incorporation to change company name to Super League Enterprise, Inc. and effect a 1-for-20 reverse stock split (effective 2023-09-11).

“On September 7, 2023, Super League Gaming, Inc. (the “ Company ”) filed an amendment (the “ Amendment ”) to the Company’s Second Amended and Restated Certificate of Incorporation, as Amended (the “ Charter ”), to change the name of the Company from Super League Gaming, Inc. to Super League Enterprise, Inc. (the “ Name Change ”) and to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share ( “ Common Stock ”) at a ratio of 1-for-20 (the “ Reverse Split ”).”

Super League Enterprise, Inc. shareholders approved Election of the two Class III Directors at the 2023-09-07 meeting.

“Proposal No. 1 - Election of the two Class III Directors For Withheld Ann Hand 39,888,100 1,775,736 Mark Jung 38,785,832 2,878,004”

Super League Enterprise, Inc. engaged Withum Smith + Brown, PC as its auditor.

“(the “ Company ”) retained Withum Smith + Brown, PC (“ Withum ”) as its independent registered public accounting firm for the fiscal year ending December 31, 2023. During the years ended December 31, 2021 and 2022, and through July 14, 2023 (the date Withum was appointed), the Company did not consult Withum with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matter that was either the subject of a disagreement or a reportable event as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.”

Super League Enterprise, Inc.: Filed Certificate of Amendment to increase authorized common stock from 100,000,000 to 400,000,000 (effective 2023-05-30).

“On May 30, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation, as amended (the “ Amendment ”), increasing the number of authorized shares of Common Stock from 100,000,000 to 400,000,000.”

Super League Enterprise, Inc.: Filed Series AA Certificate of Designation designating 550 shares of Series AA Preferred (effective 2023-05-26).

“On May 26, 2023, the Company filed the Series AA Certificate of Designation, designating 550 shares of Series AA Preferred in connection with the Offering.”

Super League Enterprise, Inc.: Filed Series AA-4 Certificate of Designation for preferred stock (effective 2023-05-05).

“On May 5, 2023, the Company filed the Series AA-4 Certificate of Designation, designating 1,026 shares of Series AA-4 Preferred in connection with the Offering.”

Super League Enterprise, Inc. completed an acquisition involving Melon (closed 2023-05-04).

“As more specifically set forth in Item 1.01 herein under " Entry into Asset Purchase Agreement ," which is incorporated herein by reference, the Company completed its acquisition of Melon Assets on May 4, 2023.”

Super League Enterprise, Inc. entered into Subscription Agreement with accredited investors valued at approximately $1,026,000 (effective 2023-05-05).

“On May 5, 2023, Super League Gaming, Inc. (the “ Company ”) entered into subscription agreements (each, a “ Subscription Agreement ” and collectively, the “ Subscription Agreements ”) with accredited investors with respect to the sale of an aggregate of 1,026 shares of newly designated Series AA-4 Convertible Preferred Stock, par value $0.001 per share (the “ Series AA Preferred ”), at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $1,026,000 (the “ Offering ”).”

Super League Enterprise, Inc.: Filed Series AA-4 Certificate of Designation designating 1,026 shares of Series AA-4 Preferred Stock on May 5, 2023 (effective 2023-05-05).

“On May 5, 2023, the Company filed the Series AA-4 Certificate of Designation, designating 1,026 shares of Series AA-4 Preferred in connection with the Offering.”

Super League Enterprise, Inc. entered into Subscription Agreement with accredited investors valued at approximately $1,026,000 (effective 2023-05-05).

“On May 5, 2023, Super League Gaming, Inc. (the “ Company ”) entered into subscription agreements (each, a “ Subscription Agreement ” and collectively, the “ Subscription Agreements ”) with accredited investors with respect to the sale of an aggregate of 1,026 shares of newly designated Series AA-4 Convertible Preferred Stock, par value $0.001 per share (the “ Series AA Preferred ”), at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $1,026,000”

Super League Enterprise, Inc.: Filed Series AA Certificate of Designation designating 1,025 shares of Series AA Preferred Stock (effective 2023-04-28).

“On April 28, 2023, the Company filed the Series AA Certificate of Designation, designating 1,025 shares of Series AA Preferred in connection with the Offering.”

Super League Enterprise, Inc. entered into Subscription Agreements with accredited investors valued at aggregate gross proceeds of approximately $1,025,000 (effective 2023-04-28).

“On April 28, 2023, Super League Gaming, Inc. (the “ Company ”) entered into subscription agreements (each, a “ Subscription Agreement ” and collectively, the “ Subscription Agreements ”) with accredited investors with respect to the sale of an aggregate of 1,025 shares of newly designated Series AA-3 Convertible Preferred Stock, par value $0.001 per share (the “ Series AA Preferred ”), at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $1,025,000 (the “ Offering ”).”

Super League Enterprise, Inc.: Filed Series AA-2 Certificate of Designation designating 1,500 shares of Series AA-2 Preferred (effective 2023-04-20).

“On April 20, 2023, the Company filed the Series AA-2 Certificate of Designation, designating 1,500 shares of Series AA-2 Preferred in connection with the Offering.”

Super League Enterprise, Inc.: Filed Series AA Certificate of Designation designating 7,680 shares of Series AA Preferred (effective 2023-04-19).

“On April 19, 2023, the Company filed the Series AA Certificate of Designation, designating 7,680 shares of Series AA Preferred in connection with the Offering.”

Super League Enterprise, Inc. entered into Subscription Agreements with accredited investors valued at approximately $9,180,000 (effective 2023-04-19).

“(the “ Company ”) entered into subscription agreements (each, a “ Subscription Agreement ” and collectively, the “ Subscription Agreements ”) with accredited investors with respect to the sale of an aggregate of 7,680 shares of newly designated Series AA Convertible Preferred Stock, par value $0.001 per share (the “ Series AA Preferred ”), and 1,500 newly designated Series AA-2 Convertible Preferred Stock, par value $0.001.”

Super League Enterprise, Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2)).

“April 4, 2023, Super League Gaming, Inc. (the “ Company ”) received a letter (the “ Extension Notice ”) from the Listing Qualifications Staff of The Nasdaq Stock Market, LLC (“ Nasdaq ”) notifying the Company that Nasdaq has granted the Company a 180-day extension, or until October 2, 2023 (the “ Extension Period ”), to regain compliance with the requirement for the Company’s common stock, par value $0.001 per share (“ Common Stock ”), to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “ Min”

Super League Enterprise, Inc. reported the fiscal quarter and year ended December 31, 2022 results: revenue $19.7 million.

“2 ex_495385.htm EXHIBIT 99.1 ex_495385.htm Exhibit 99.1 Super League Gaming Announces Fourth Quarter and Full Year 2022 Financial Results 2022 Revenues Increase 69% to a Record $19.7 million Santa Monica, Calif. - (March 30, 2023) – Super League Gaming (Nasdaq: SLGG) , a global leader in building immersive entertainment experiences, has released its fourth quarter”

Super League Enterprise, Inc.: Filed Series A Certificate of Designation designating 2,299 shares of Series A Preferred Stock (effective 2023-01-31).

“On January 31, 2023, the Company filed the Series A Certificate of Designation, designating 2,299 shares of Series A Preferred in connection with the Offering.”

Super League Enterprise, Inc. entered into Placement Agency Agreement (effective 2023-01-31).

“The Company sold the shares of Series A Preferred pursuant to a Placement Agency Agreement (the “ Placement Agency Agreement ”) with a registered broker dealer, which acted as the Company’s exclusive placement agent (the “ Placement Agent ”) for the Offering.”

Super League Enterprise, Inc. entered into Registration Rights Agreement with investors in the Offering (effective 2023-01-31).

“The Company and the investors in the Offering also executed a registration rights agreement (the “ Registration Rights Agreement ”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Series A Preferred within sixty days following the final closing of the Offering and to use its best efforts to cause such registration statement to become effective within 90 days of the filing date.”

Super League Enterprise, Inc. entered into Subscription Agreement with accredited investors valued at approximately $2,299,000 (effective 2023-01-31).

“On January 31, 2023 (the “ Effective Date ”), Super League Gaming, Inc. (the “ Company ”) entered into subscription agreements (each, a “ Subscription Agreement ” and collectively, the “ Subscription Agreements ”) with accredited investors with respect to the sale of an aggregate of 2,299 shares of newly designated Series A-5 Convertible Preferred Stock, par value $0.001 per share (the “ Series A Preferred ”), at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $2,299,000 (the “ Offering ”).”

Mike Wann departed as Chief Strategy Officer at Super League Enterprise, Inc..

“Also on the Effective Date, Mike Wann stepped down from his positions as director and Chief Strategy Officer of the Company.”

Matt Edelman was appointed as President at Super League Enterprise, Inc..

“On January 13, 2023 (the “ Effective Date ”), Matt Edelman was appointed to the role of President of Super League Gaming, Inc.”

Super League Enterprise, Inc.: Designation of 1,934 shares of Series A Preferred Stock via Certificate of Designation (effective 2022-12-22).

“On December 22, 2022, the Company filed the Series A Certificate of Designation, designating 1,934 shares of Series A Preferred in connection with the Offering.”

Super League Enterprise, Inc. entered into Subscription Agreements with accredited investors valued at approximately $1,934,000 (effective 2022-12-22).

“On December 22, 2022 (the “ Effective Date ”), Super League Gaming, Inc. (the “ Company ”) entered into subscription agreements (each, a “ Subscription Agreement ” and collectively, the “ Subscription Agreements ”) with accredited investors with respect to the sale of an aggregate of 1,934 shares of newly designated Series A-4 Convertible Preferred Stock, par value $0.001 per share (the “ Series A Preferred ”), at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $1,934,000 (the “ Offering ”).”

Super League Enterprise, Inc.: Filed Series A-3 Certificate of Designation designating 1,733 shares of Series A-3 Preferred (effective 2022-11-30).

“On November 30, 2022, the Company filed the Series A-3 Certificate of Designation, designating 1,733 shares of Series A-3 Preferred in connection with the Offering.”

Super League Enterprise, Inc.: Filed Series A-2 Certificate of Designation designating 1,297 shares of Series A-2 Preferred (effective 2022-11-28).

“On November 28, 2022, the Company filed the Series A-2 Certificate of Designation, designating 1,297 shares of Series A-2 Preferred in connection with the Offering.”

Super League Enterprise, Inc. entered into Placement Agency Agreement with a registered broker dealer.

“The Company sold the shares of Series A Preferred pursuant to a Placement Agency Agreement (the “ Placement Agency Agreement ”) with a registered broker dealer, which acted as the Company’s exclusive placement agent (the “ Placement Agent ”) for the Offering.”

Super League Enterprise, Inc. entered into Registration Rights Agreement with the investors in the Offering.

“The Company and the investors in the Offering also executed a registration rights agreement (the “ Registration Rights Agreement ”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Series A Preferred within sixty days following the final closing of the Offering and to use its best efforts to cause such registration statement to become effective within 90 days of the filing date.”

Super League Enterprise, Inc. entered into Subscription Agreements with accredited investors valued at approximately $3,030,000 (effective 2022-11-28).

“On November 28, 2022, and November 30, 2022, Super League Gaming, Inc. (the “ Company ”) entered into subscription agreements (each, a “ Subscription Agreement ” and collectively, the “ Subscription Agreements ”) with accredited investors with respect to the sale of an aggregate of 1,297 shares of newly designated Series A-2 Convertible Preferred Stock, par value $0.001 per share (the “ Series A-2 Preferred ”), and 1,733 newly designated Series A-3 Convertible Preferred Stock, par value $0.001 per share (the “ Series A-3 Preferred ”, and collectively with the Series A-2 Preferred, the “ Series A Preferred ”), respectively, each at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $3,030,000”

Super League Enterprise, Inc.: Filed Series A Certificate of Designation designating 5,359 shares of Series A Preferred (effective 2022-11-22).

“On November 22, 2022, the Company filed the Series A Certificate of Designation, designating 5,359 shares of Series A Preferred in connection with the Offering.”

Super League Enterprise, Inc. entered into Placement Agency Agreement with a registered broker dealer valued at aggregate cash fee of $535,900, non-accountable expense allowance of $160,770 and warrants to purcha (effective 2022-11-22).

“The Company entered into a Placement Agency Agreement (the “ Placement Agency Agreement ”) with a registered broker dealer, which acted as the Company’s exclusive placement agent (the “ Placement Agent ”) for the Offering. Pursuant to the terms of the Placement Agency Agreement, in connection with the initial closing of the Offering, the Company paid the Placement Agent an aggregate cash fee of $535,900, non-accountable expense allowance of $160,770 and will issue to the Placement Agent or its designees warrants (the “ Placement Agent Warrants ”) to purchase 1,253,314 shares of Common Stock at an exercise price of $0.62 per share.”

Super League Enterprise, Inc. entered into Registration Rights Agreement with the investors in the Offering (effective 2022-11-22).

“The Company and the investors in the Offering also executed a registration rights agreement (the “ Registration Rights Agreement ”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Series A Preferred within sixty days following the final closing of the Offering and to use its best efforts to cause such registration statement to become effective within 90 days of the filing date.”

Super League Enterprise, Inc. entered into Subscription Agreements with certain accredited investors valued at approximately $5.36 million (effective 2022-11-22).

“On November 22, 2022, Super League Gaming, Inc. (the “ Company ”) entered into subscription agreements (each, a “ Subscription Agreement ” and collectively, the “ Subscription Agreements ”) with accredited investors relating to an offering (the “ Offering ”) with respect to the sale of an aggregate of 5,359 shares of newly designated Series A Convertible Preferred Stock, par value $0.001 per share (the “ Series A Preferred ”), at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $5.36 million.”

Super League Enterprise, Inc. updated its the fiscal quarter ended September 30, 2022 guidance (reaffirmed).

“On November 15, 2022, Super League Gaming, Inc. (the “ Company ”) released its preliminary, unaudited financial results for the fiscal quarter ended September 30, 2022, 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.”