Super League Enterprise Inc
For the period ended Dec 31, 2023. Filed Apr 15, 2024.
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FY2023 · Filed Apr 15, 2024
SLE$4.21-3.9%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Exhibit No. | Name | Incorporation by Reference |
| 2.1 | Agreement and Plan of Merger, dated March 9, 2021, by and among Super League Enterprise, Inc., SLG Merger Sub II, Inc., and Mobcrush, Inc. | Exhibit 2.1 to the Current Report on Form 8-K, filed on March 11, 2021. |
| 2.2 | Amendment No. 1 to Agreement and Plan of Merger by and between Super League Enterprise, Inc., and Mobcrush Streaming, Inc., dated April 20, 2021. | Exhibit 10.1 to the Current Report on Form 8-K, filed on April 21, 2021. |
| 2.3 | Asset Purchase Agreement, dated October 4, 2021, among Super League Enterprise, Inc., Bloxbiz Co., Samuel Drozdov, and Benjamin Khakshoor. | Exhibit 2.1 to the Current Report on Form 8-K, filed on October 7, 2021. |
| 2.4 | Asset Purchase Agreement, by and between Super League Gaming, Inc., and Melon, Inc., dated May 4, 2023 | Exhibit 2.3 to the Current Report on Form 8-K, filed on May 9, 2023. |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Super League Enterprise, Inc., dated November 19, 2018. | Exhibit 3.1 to the Registration Statement, filed on January 4, 2019. |
| 3.2 | Second Amended and Restated Bylaws of Super League Enterprise, Inc. | Exhibit 3.2 to the Registration Statement, filed on January 4, 2019. |
| 3.3 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Super League Enterprise, Inc., dated February 8, 2019. | Exhibit 3.3 to the Amendment No. 2 to the Registration Statement , filed on February 12, 2019. |
| 3.4 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Super League Enterprise, Inc., dated July 24, 2020. | Exhibit 3.1 to the Current Report on Form 8-K, filed on July 24, 2020. |
| 3.5 | Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock | Exhibit 3.5 to the Annual Report on Form 10-K for the year ended December 31, 2022 |
| 3.6 | Certificate of Designation of Preferences, Rights and Limitations of the Series A-2 Preferred Stock | Exhibit 3.6 to the Annual Report on Form 10-K for the year ended December 31, 2022 |
| 3.7 | Certificate of Designation of Preferences, Rights and Limitations of the Series A-3 Preferred Stock | Exhibit 3.7 to the Annual Report on Form 10-K for the year ended December 31, 2022 |
| 3.8 | Certificate of Designation of Preferences, Rights and Limitations of the Series A-4 Preferred Stock | Exhibit 3.8 to the Annual Report on Form 10-K for the year ended December 31, 2022 |
| 3.9 | Certificate of Designation of Preferences, Rights and Limitations of the Series A-5 Preferred Stock | Exhibit 3.9 to the Annual Report on Form 10-K for the year ended December 31, 2022 |
| 3.10 | Certificate of Designation of Preferences, Rights and Limitations of the Series AA Preferred Stock | Exhibit 3.1 to the Current Report on Form 8-K, filed on April 25, 2023 |
| 3.11* | Certificate of Designation of Preferences, Rights and Limitations of the Series AA-2 Preferred Stock | Filed herewith |
| 3.12 | Certificate of Designation of Preferences, Rights and Limitations of the Series AA-3 Preferred Stock | Exhibit 3.1 to the Current Report on Form 8-K, filed on May 4, 2023 |
| 3.13 | Certificate of Designation of Preferences, Rights and Limitations of the Series AA-4 Preferred Stock | Exhibit 3.1 to the Current Report on Form 8-K/A, filed on May 9, 2023, as amended on May 10, 2023. |
| 3.14 | Certificate of Designation of Preferences, Rights and Limitations of the Series AA-5 Preferred Stock | Exhibit 3.1 to the Current Report on Form 8-K, filed on June 2, 2023 |
| 3.15 | Certificate of Amendment to Super League Gaming, Inc.’s Second Amended and Restated Certificate of Incorporation, as amended | Exhibit 3.2 to the Current Report on Form 8-K, filed on June 2, 2023 |
| 3.16 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, as Amended, of Super League Gaming, Inc. | Exhibit 3.1 to the Current Report on Form 8-K, filed on September 8, 2023. |
| 3.17 | Certificate of Designation of Preferences, Rights and Limitations of the Series AAA Preferred Stock | Exhibit 3.1 to the Current Report on Form 8-K, filed on December 6, 2023 |
| 3.18 | Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-2 Preferred Stock | Exhibit 3.1 to the Current Report on Form 8-K, filed on December 22, 2023 |
| 4.1 | Form of Common Stock Certificate. | Exhibit 4.1 to the Amendment No. 2 to the Registration Statement, filed on February 12, 2019. |
| 4.2 | Form of Registration Rights Agreement, among Super League Enterprise, Inc. and certain accredited investors. | Exhibit 4.2 to the Registration Statement on Form S-1 , filed on January 4, 2019. |
| 4.3 | Common Stock Purchase Warrant dated June 16, 2017 issued to Ann Hand. | Exhibit 4.3 to the Registration Statement on Form S-1, filed on January 4, 2019. |
| 4.4 | Form of 9.00% Secured Convertible Promissory Note. | Exhibit 4.4 to the Registration Statement on Form S-1, filed on January 4, 2019. |
| 4.5 | Form of Callable Common Stock Purchase Warrant, issued to certain accredited investors. | Exhibit 4.5 to the Registration Statement on Form S-1, filed on January 4, 2019. |
| 4.6 | Form of Representative’s Warrant. | Exhibit 4.6 to the Amendment No. 2 to the Registration Statement on Form S-1, filed on February 12, 2019. |
| 4.7 | Form of May 2022 Convertible Promissory Note | Exhibit 10.2 to the Current Report on Form 8-K, filed May 16, 2022. |
| 4.8 | Form of Placement Agent Warrant | Exhibit 10.35 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed March 31, 2023 |
| 4.9 | Form of Placement Agent Warrants | Exhibit 10.3 to the Current Report on Form 8-K, filed on April 25, 2023 |
| 4.10 | Form of Pre-Funded Warrant | Exhibit 10.2 to the Current Report on Form 8-K filed on August 24, 2023 |
| 4.11 | Form of Placement Agent Warrants | Exhibit 10.5 to the Current Report on Form 8-K filed on December 6, 2023 |
| 10.1† | Super League Enterprise, Inc. Amended and Restated 2014 Stock Option and Incentive Plan. | Exhibit 10.1 to the Registration Statement , filed on January 4, 2019. |
| 10.2† | Form of Stock Option Agreement under 2014 Stock Option and Incentive Plan. | Exhibit 10.2 to the Registration Statement , filed on January 4, 2019. |
| 10.3 | Subscription Agreement, among Nth Games, Inc. and certain accredited investors. | Exhibit 10.3 to the Registration Statement , filed on January 4, 2019. |
| 10.4 | Subscription Agreement, among Super League Enterprise, Inc. and certain accredited investors. | Exhibit 10.4 to the Registration Statement, filed on January 4, 2019. |
| 10.5 | Form of Theater Agreement, filed herewith. | Exhibit 10.5 to the Registration Statement , filed on January 4, 2019. |
| 10.6 | Lease between Super League Enterprise, Inc. and Roberts Business Park Santa Monica LLC, dated June 1, 2016. | Exhibit 10.6 to the Registration Statement, filed on January 4, 2019. |
| 10.7+ | License Agreement between Super League Enterprise, Inc. and Riot Games, Inc., dated June 22, 2016. | Exhibit 10.7 to the Registration Statement , filed on January 4, 2019. |
| 10.8+ | Amended and Restated License Agreement between Super League Enterprise, Inc. and Mojang AB, dated August 1, 2016. | Exhibit 10.8 to the Registration Statement , filed on January 4, 2019. |
| 10.9+ | Master Agreement between Super League Enterprise, Inc. and Viacom Media Networks, dated June 9, 2017. | Exhibit 10.9 to the Registration Statement, filed on January 4, 2019. |
| 10.10 | Form of Common Stock Purchase Agreement, among Super League Enterprise, Inc. and certain accredited investors. | Exhibit 10.10 to the Registration Statement , filed on January 4, 2019. |
| 10.11 | Form of Investors’ Rights Agreement, among Super League Enterprise, Inc. and certain accredited investors. | Exhibit 10.11 to the Registration Statement, filed on January 4, 2019. |
| 10.12† | Employment Agreement, between Super League Enterprise, Inc. and Ann Hand, dated June 16, 2017. | Exhibit 10.12 to the Registration Statement , filed on January 4, 2019. |
| 10.13† | Employment Agreement, between Super League Enterprise, Inc. and David Steigelfest, dated October 31, 2017. | Exhibit 10.13 to the Registration Statement, filed on January 4, 2019. |
| 10.14 | Riot Games, Inc. Extension Letter, dated November 21, 2017. | Exhibit 10.14 to the Registration Statement, filed on January 4, 2019. |
| 10.15 | Form of Note Purchase Agreement, among Super League Enterprise, Inc. and certain accredited investors. | Exhibit 10.15 to the Registration Statement , filed on January 4, 2019. |
| 10.16 | Form of Security Agreement, between Super League Enterprise, Inc. and certain accredited investors. | Exhibit 10.16 to the Registration Statement, filed on January 4, 2019. |
| 10.17 | Form of Intercreditor and Collateral Agent Agreement, among Super League Enterprise, Inc. and certain accredited investors. | Exhibit 10.17 to the Registration Statement , filed on January 4, 2019. |
| 10.18 | Form of Investors’ Rights Agreement (9% Secured Convertible Promissory Notes), among Super League Enterprise, Inc. and certain accredited investors. | Exhibit 10.18 to the Registration Statement , filed on January 4, 2019. |
| 10.19 | Master Service Agreement and Initial Statement of Work between Super League Enterprise, Inc. and Logitech Inc., dated March 1, 2018. | Exhibit 10.19 to the Registration Statement , filed on January 4, 2019. |
| 10.20 | Asset Purchase Agreement, between Super League Enterprise, Inc. and Minehut, dated June 22, 2018. | Exhibit 10.20 to the Registration Statement, filed on January 4, 2019. |
| 10.21† | Amended and Restated Employment Agreement, between Super League Enterprise, Inc. and Ann Hand, dated November 15, 2018. | Exhibit 10.21 to the Registration Statement , filed on January 4, 2019. |
| 10.22† | Amended and Restated Employment Agreement, between Super League Enterprise, Inc. and David Steigelfest, dated November 1, 2018. | Exhibit 10.22 to the Registration Statement, filed on January 4, 2019. |
| 10.23† | Employment Agreement, between Super League Enterprise, Inc. and Matt Edelman, dated November 1, 2018. | Exhibit 10.23 to the Registration Statement, filed on January 4, 2019. |
| 10.24† | Employment Agreement, between Super League Enterprise, Inc. and Clayton Haynes, dated November 1, 2018. | Exhibit 10.24 to the Registration Statement , filed on January 4, 2019. |
| 10.25++ | Commercial Partnership Agreement between Super League Enterprise, Inc., and ggCircuit, LLC, dated September 23, 2019. | Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended September 30, 2019, filed November 14, 2019. |
| 10.26 | Form of Registration Rights Agreement, dated March 2021. | Exhibit 10.1 to the Current Report on Form 8-K, filed on March 11, 2021. |
| 10.27 | Form of Voting Agreement, dated March 2021. | Exhibit 10.2 to the Current Report on Form 8-K, filed on March 11, 2021. |
| 10.28 | Form of Securities Purchase Agreement, dated March 19, 2021. | Exhibit 10.1 to the Current Report on Form 8-K, filed on March 23, 2021. |
| 10.29 | Equity Distribution Agreement, dated as of September 3, 2021, by and between Super League Enterprise, Inc. and Maxim Group LLC. | Exhibit 1.3 to the Company’s Registration Statement on Form S-3 (File No. 333-259347, filed September 7, 2021. |
| 10.30 | Share Purchase Agreement, by and between Super League Enterprise, Inc. and Bannerfy Ltd., dated August 11, 2021. | Exhibit 10.4 to the Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed August 16, 2021. |
| 10.31† | Executive Employment Agreement between Super League Gaming, Inc., and Ann Hand, dated January 5, 2022 | Exhibit 10.1 to the Current Report on Form 8-K filed January 7, 2022. |
| 10.32† | Executive Employment Agreement between Super League Gaming, Inc., and Clayton Haynes, dated January 5, 2022 | Exhibit 10.2 to the Current Report on Form 8-K filed January 7, 2022. |
| 10.33† | Executive Employment Agreement between Super League Gaming, Inc., and David Steigelfest, dated January 5, 2022 | Exhibit 10.3 to the Current Report on Form 8-K filed January 7, 2022. |
| 10.34† | Executive Employment Agreement between Super League Gaming, Inc., and Matt Edelman, dated January 5, 2022 | Exhibit 10.4 to the Current Report on Form 8-K filed January 7, 2022. |
| 10.35† | Executive Employment Agreement between Super League Gaming, Inc., and Michael Wann, dated January 5, 2022 | Exhibit 10.5 to the Current Report on Form 8-K filed January 7, 2022. |
| 10.36 | Common Stock Purchase Agreement, dated March 25, 2022, by and between Super League Enterprise, Inc. and Tumim Stone Capital LLC | Exhibit 10.31 to the Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022. |
| 10.37 | Securities Purchase Agreement between Super League Gaming, Inc., and the investor signatories thereto, dated May 16, 2022 | Exhibit 10.1 to the Current Report on Form 8-K, filed May 16, 2022. |
| 10.38 | Registration Rights Agreement between Super League Gaming, Inc., and the investor signatories thereto, dated May 16, 2022 | Exhibit 10.3 to the Current Report on Form 8-K, filed May 16, 2022. |
| 10.39† | Transition Letter Agreement dated January 13, 2023, between Super League Gaming, Inc. and Mike Wann. | Exhibit 10.1 to the Current Report on Form 8-K, filed January 20, 2023. |
| 10.40 | Form of Placement Agency Agreement | Exhibit 10.32 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed March 31, 2023 |
| 10.41 | Form of Series A Subscription Agreement | Exhibit 10.33 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed March 31, 2023 |
| 10.42 | Form of Registration Rights Agreement | Exhibit 10.34 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed March 31, 2023 |
| 10.43 | Form of Series AA Subscription Agreement | Exhibit 10.1 to the Current Report on Form 8-K, filed on April 25, 2023 |
| 10.44 | Form of Registration Rights Agreement | Exhibit 10.2 to the Current Report on Form 8-K, filed on April 25, 2023 |
| 10.45 | Placement Agency Agreement by and between Aegis Capital Corp. and Super League Gaming, Inc., dated March 24, 2023. | Exhibit 10.1 to the Current Report on Form 8-K, filed on June 2, 2023 |
| 10.46 | Underwriting Agreement, dated August 21, 2023, between Super League Gaming, Inc. and Aegis Capital Corp. | Exhibit 10.1 to the Current Report on Form 8-K filed on August 24, 2023 |
| 10.47 | Warrant Agency Agreement, dated August 23, 2023, between Super League Gaming, Inc and Direct Transfer, LLC | Exhibit 10.3 to the Current Report on Form 8-K filed on August 24, 2023 |
| 10.48 | Form of Series AAA Subscription Agreement | Exhibit 10.1 to the Current Report on Form 8-K filed on December 6, 2023 |
| 10.49 | Form of Registration Rights Agreement | Exhibit 10.2 to the Current Report on Form 8-K filed on December 6, 2023 |
| 10.50 | Form of Series A Exchange Agreement | Exhibit 10.3 to the Current Report on Form 8-K filed on December 6, 2023 |
| 10.51 | Form of Series AA Exchange Agreement | Exhibit 10.4 to the Current Report on Form 8-K filed on December 6, 2023 |
| 10.52 | Financing and Security Agreement, effective December 17, 2023, by and among Super League Enterprise, Inc., Mobcrush Streaming, Inc., InPVP, LLC and SLR Digital Finance, LLC | Exhibit 10.1 to the Current Report on Form 8-K filed on December 22, 2023 |
| 10.53 | Placement Agency Agreement, dated November 6, 2023, between Super League Enterprise, Inc., and Aegis Capital Corporation | Exhibit 10.2 to the Current Report on Form 8-K filed on December 22, 2023 |
| 10.54 | Mutual General Release and Settlement Agreement by and between 3i, LP, Nomis Bay Ltd. and BPY Limited and Super League Enterprise, Inc., dated March 12, 2024 | Exhibit 10.1 to the Current Report on Form 8-K filed on March 15, 2024 |
| 10.55* | Asset Purchase Agreement by and between Super League Enterprise, Inc. and GamerSafer, Inc. | Filed herewith. |
| 14.1 | Super League Enterprise, Inc. Code of Business Conduct and Ethics. | Exhibit 14.1 to the Registration Statement , filed on January 4, 2019. |
| 21.1* | Subsidiaries of Registrant | Filed herewith. |
| 23.1* | Consent of Independent Registered Public Accounting Firm – WithumSmith+Brown, PC | |
| 23.2* | Consent of Independent Registered Public Accounting Firm – Baker Tilly US, LLP | Filed herewith. |
| 31.1* | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. | |
| 31.2* | Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. | |
| 32.1* | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act. | |
| 97.1* | Super League Enterprise, Inc. Clawback Policy | Filed herewith. |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101) |
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
| † | Identifies exhibits that consist of a management contract or compensatory plan or arrangement. |
| + | Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule 406 under the Securities Act of 1933, as amended, and Rule 24b-2 under the Securities Exchange Act of 1934, as amended (together, the “Rules”). In accordance with the Rules, these confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission. |
| ++ | Certain portions of this exhibit (indicated by “[*****]”) have been omitted as the Company has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Company if publicly disclosed. |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (WithumSmith+Brown, PC; Whippany, New Jersey; PCAOB ID: 100) | F-2 |
|---|---|
| Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP; Los Angeles, California; PCAOB ID: 23) | F-3 |
| Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022 | |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
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