Super League Enterprise, Inc.
For the period ended Apr 30, 2026. Filed May 6, 2026.
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Apr 30, 2026 · Filed May 6, 2026
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Contents
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. For example, statements about the expected timing of the completion of the Transaction, the benefits of the Transaction, the competitive environment, and the expected future performance (including future revenue, pro format enterprise value, and cash balance) and market opportunities of Misfits are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; (2) the outcome of any legal proceedings that may be instituted against the Company, Misfits or others following the announcement of the Transaction; (3) the ability to meet stock exchange listing standards at or following the consummation of the Transaction; (4) the risk that the Transaction disrupts current plans and operations of the Company as a result of the announcement and consummation of the Transaction; (5) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the Company to grow and manage the Purchase Assets profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the Transaction; (7) changes in applicable laws or regulations; (8) the possibility that the Purchased Assets may be adversely affected by other economic, business, and/or competitive factors; (9) the limited operating history of the Company; (10) the Company business may not successfully expand into other markets; and (11) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 31, 2026, and set forth in the Company's definitive proxy statement filed by the Company with the SEC in connection with the Special Meeting of Stockholders of the Company.
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, the Company undertakes no duty to update these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired
As permitted by Item 9.01(a)(3) of Form 8-K, the financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information
As permitted by Item 9.01(a)(3) of Form 8-K, the pro forma financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
| Exhibit Number | Description |
| 2.1* | Asset Purchase Agreement by and between the Company and Esports Now, LLC, dated March 16, 2026 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on March 20, 2026). |
| 4.1 | Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 20, 2026) |
| 4.2 | Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 20, 2026) |
| 10.1 | Brand Partnership Agreement by and between the Company Esports Now, LLC, dated May 1, 2026 |
| 10.2 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 20, 2026) |
| 99.1 | Press Release, issued on May 6, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Exhibits, disclosure schedules and other schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Super League agrees to furnish supplementally a copy of such exhibits, disclosure schedules and other schedules, or any section thereof, to the SEC upon request.
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