SLGG Super League Gaming Inc

 

As filed with the Securities and Exchange Commission on April 22, 2024

 

Registration No. 333-  _______        

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

SUPER LEAGUE ENTERPRISE, INC.

(Exact name of registrant as specified in its charter)

Delaware				47-1990734
(State or Other Jurisdiction of Incorporation or Organization)				(I.R.S. Employer Identification No.)

2912 Colorado Avenue, Suite 203

Santa Monica, California 90404

(213) 421-1920

(Address of Principal Executive Offices)

 

 

SUPER LEAGUE ENTERPRISE, INC. AMENDED AND RESTATED

2014 STOCK OPTION AND INCENTIVE PLAN

(Full title of the plan)

 

Ann Hand

Chief Executive Officer

Super League Enterprise, Inc.

2912 Colorado Avenue, Suite 203

Santa Monica, California 90404

(213) 421-1920

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

 

Copies to:

 

Daniel W. Rumsey, Esq. Jack P. Kennedy, Esq.

Disclosure Law Group,

A Professional Corporation

600 West Broadway, Suite 700

San Diego, California 92101

(619) 272-7050

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act.  ☐

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (the “Registration Statement”) registers a total of 437,500 additional shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Super League Enterprise, Inc. (the “Company”) issuable pursuant to the Company’s Amended and Restated 2014 Stock Option and Incentive Plan, as amended (the “2014 Plan”). The Shares registered on this Registration Statement, along with an aggregate of 312,500 shares of Common Stock registered on the previous Registration Statements on Form S-8 (File Nos. 333-238143, 333-258996 and 333-269875) filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2020, August 23, 2021 and February 21, 2023, respectively (the “Prior Registration Statements”) amount to a total of 750,000 shares of registered Common Stock authorized for issuance under the 2014 Plan as of the date of this Registration Statement. All share counts contained herein reflect the reverse stock split of the Company’s issued and outstanding shares of Common Stock, effective as of September 11, 2023, at a ratio of 1-for-20.

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements filed with the SEC on May 11, 2020, August 23, 2021 and February 21, 2023 relating to the 2014 Plan, and all periodic reports filed by the Company after the Prior Registration Statements to maintain current information about the Company, are hereby incorporated by reference.

 

Item 3.          Incorporation of Documents by Reference.

 

The following documents, which have been previously filed by the Company with the SEC are hereby incorporated by reference in this Registration Statement:

 

	●	our Annual Report on Form 10-K for the year ended December 31, 2023, filed on April 15, 2024,
	●	our Current Report on Form 8-K filed on March 1, 2024;
	●	our Current Report on Form 8-K filed on March 15, 2024;
	●	our Current Report on Form 8-K filed on March 27, 2024; and
	●	the description of our Common Stock which is registered under Section 12 of the Exchange Act, in our Registration Statement on Form 8-A, filed on February 21, 2019, including any amendment or reports filed for the purposes of updating this description.

 

Until such time that a post-effective amendment to this Registration Statement has been filed which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold at the time of such amendment, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which is also deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.          Description of Securities.

 

Not applicable

 

Item 5.          Interests of Named Experts and Counsel.

 

Not applicable.

 

 

Item 6.          Indemnification of Directors and Officers

 

Section 145(a) of the Delaware General Corporation Law (“DGCL”) provides, in general, that a Delaware corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) because that person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, so long as the person acted in good faith and in a manner he or she reasonably believed was in or not opposed to the corporation’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

 

Section 145(b) of the DGCL provides, in general, that a Delaware corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to obtain a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action, so long as the person acted in good faith and in a manner the person reasonably believed was in or not opposed to the corporation’s best interests, except that no indemnification shall be permitted without judicial approval if a court has determined that the person is to be liable to the corporation with respect to such claim. Section 145(c) of the DGCL provides that, if a present or former director or officer has been successful in defense of any action referred to in Sections 145(a) and (b) of the DGCL, the corporation must indemnify such officer or director against the expenses (including attorneys’ fees) he or she actually and reasonably incurred in connection with such action.

 

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise against any liability asserted against and incurred by such person, in any such capacity, or arising out of his or her status as such, whether or not the corporation could indemnify the person against such liability under Section 145 of the DGCL.

 

Our Second Amended and Restated Certificate of Incorporation, as amended (“Charter”), and our Amended and Restated Bylaws (“Bylaws”) provide for the indemnification of our directors and officers to the fullest extent permitted under the DGCL.

 

We also may enter into separate indemnification agreements with our directors and officers in addition to the indemnification provided for in our  Charter and Bylaws. These indemnification agreements will provide, among other things, that we will indemnify our directors and officers for certain expenses, including damages, judgments, fines, penalties, settlements and costs and attorneys’ fees and disbursements, incurred by a director or officer in any claim, action or proceeding arising in his or her capacity as a director or officer of the company or in connection with service at our request for another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that a director or officer makes a claim for indemnification.

 

We also maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

 

Item 7.          Exemption from Registration Claimed

 

Not applicable. 

 

Item 8.          Exhibits

 

Exhibit No.		Document Description		Incorporation by Reference
4.1		Second Amended and Restated Certificate of Incorporation of Super League Gaming, Inc., dated November 19, 2018.		Exhibit 3.1 to the Registration Statement on Form S-1, filed on January 4, 2019
4.2		Second Amended and Restated Bylaws of Super League Gaming, Inc.		Exhibit 3.2 to the Registration Statement on Form S-1, filed on January 4, 2019
4.3		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Super League Gaming, Inc., dated February 8, 2019.		Exhibit 3.3 to Amendment No. 2 to the Registration Statement on Form S-1, filed on February 12, 2019
4.4		Form of Common Stock Certificate.		Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form S-1, filed on February 12, 2019
4.5		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Super League Gaming, Inc., dated July 24, 2020.		Exhibit 3.1 to the Current Report on Form 8-K, filed on July 24, 2020.
4.6		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, as amended, dated May 30th, 2023.		Exhibit 3.2 to the Current Report on Form 8-K, filed on June 2, 2023.
4.7		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, as Amended, of Super League Gaming, Inc., dated September 7, 2023.		Exhibit 3.1 to the Current Report on Form 8-K, filed on September 8, 2023.
5.1*		Opinion of Disclosure Law Group, a Professional Corporation.
10.1†		Super League Gaming, Inc. Amended and Restated 2014 Stock Option and Incentive Plan.		Exhibit 10.1 to the Registration Statement on Form S-1, 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 on Form S-1, filed on January 4, 2019
10.3†		Form of Restricted Stock Unit Agreement under the Amended and Restated 2014 Stock Option and Incentive Plan		Exhibit 10.3 to the Registration Statement on Form S-8, filed on May 11, 2020
10.4†		Amendment to the Amended and Restated Super League Gaming, Inc. 2014 Stock Option and Incentive Plan		Appendix B to the Definitive Proxy Statement on Schedule 14A, filed on June 15, 2020.
10.5†		Amendment No. 1 to the Super League Gaming, Inc. Amended and Restated 2014 Stock Option and Incentive Plan		Exhibit 99.3 to the Registration Statement on Form S-8, filed on February 21, 2023.
10.6†		Amendment No. 2 to the Super League Gaming, Inc. Amended and Restated 2014 Stock Option and Incentive Plan		Appendix C to the Definitive Proxy Statement on Schedule 14A, filed on July 24, 2023
23.1*		Consent of Baker Tilly US, LLP
23.2*		Consent of Disclosure Law Group, a Professional Corporation.		Included in Exhibit 5.1.
23.3*		Consent of Withum Smith+Brown PC
107*		Calculation of Filing Fees Table

 

*	Filed herewith.

 

†	Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

 

 

Item 9.          Undertakings

 

(a)   The undersigned Registrant hereby undertakes:

 

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act; and

 

(ii)   To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

 

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; and

 

(2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

(b)   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santa Monica, State of California, on April 22, 2024.

 

	Super League Enterprise, Inc.
	By: /s/ Ann Hand
	Ann Hand
	Chief Executive Officer and Chair of the Board

 

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature	Title	Date
/s/ Ann Hand	Chief Executive Officer and Chair of the Board	April 22, 2024
Ann Hand	(Principal Executive Officer)
/s/ Clayton Haynes	Chief Financial Officer	April 22, 2024
Clayton Haynes	(Principal Financial and Accounting Officer)
/s/ Matthew Edelman	President and Chief Commercial Officer	April 22, 2024
Matthew Edelman
/s/ Jeff Gehl	Director	April 22, 2024
Jeff Gehl
/s/ Kristin Patrick	Director	April 22, 2024
Kristin Patrick
/s/ Mark Jung	Director	April 22, 2024
Mark Jung
/s/ Michael Keller	Director	April 22, 2024
Michael Keller

 

 

Exhibit 5.1

 

 

 

April 22, 2024

 

Super League Enterprise, Inc.

2912 Colorado Avenue, Suite #203

Santa Monica, California 90404

 

Ladies and Gentlemen:

 

We have acted as counsel to Super League Enterprise, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration of a total of 437,500 shares (the “Plan Shares”) of the Company’s common stock, par value $0.001, issuable pursuant to the Company’s Amended and Restated 2014 Stock Option and Incentive Plan, as amended (the “2014 Plan”).

 

In connection with this opinion letter, we have examined and relied upon the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, as currently in effect, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as we have deemed relevant in connection with this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, and the accuracy, completeness and authenticity of certificates of public officials.

 

The opinions set forth in this letter are limited to the Delaware General Corporation Law in effect on the date hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities or to the sale or issuance thereof. On the basis of the foregoing, and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that the Plan Shares have been duly authorized by all necessary corporate action on the part of the Company, and when and to the extent issued in accordance with the terms of the Plan and, with respect to the Plan Shares, when and to the extent issued in accordance with the terms of any award agreement entered into under the Plan, the Plan Shares will be validly issued, fully paid and nonassessable.

 

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the U.S. Securities and Exchange Commission thereunder.

 

Very truly yours,   /s/ Disclosure Law Group Disclosure Law Group, a Professional Corporation

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Super League Enterprise, Inc. (formerly, “Super League Gaming, Inc.”) of our report dated March 31, 2023 relating to the consolidated financial statements of Super League Enterprise, Inc., which appears in the Annual Report on Form 10-K of Super League Enterprise, Inc. for the year ended December 31, 2023.

 

/s/ Baker Tilly US, LLP

 

Los Angeles, California

 

April 22, 2024

 

Exhibit 23.3

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (which also includes File Nos. 333-238143, 333-258996 and 333-269875) of Super League Enterprise, Inc. and Subsidiaries (the “Company”) of our report dated April 12, 2023 relating to the consolidated financial statements of the Company as of December 31, 2023 and for the year then ended, which includes an explanatory paragraph relating to the Company’s ability to continue as a going concern, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

/s/ WithumSmith+Brown, PC

 

Whippany, New Jersey

April 22, 2024

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Super League Enterprise, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Share				Proposed Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity(2)		Common Stock, par value $0.001 per share to be issued under the Amended and Restated 2014 Stock Option and Incentive Plan		Rule 457(c) and Rule 457(h)			437,500	(2)		$	1.46	(3)		$	638,750	(3)			0.0001476			$	94.28
		Total Offering Amounts												$	638,750							$	94.28
		Total Fee Offsets																					-
		Net Fee Due																				$	94.28

 

	(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
	(2)	This Form S-8 registers 437,500 additional shares of common stock, par value $0.001 per share (“Common Stock”), which may be issued pursuant to the Company’s Amended and Restated 2014 Stock Option and Incentive Plan (the “2014 Plan”). The Company previously registered an aggregate of 312,500 shares of Common Stock issuable under the 2014 Plan on the Registration Statements on Form S-8, filed with the Securities and Exchange Commission on May 11, 2020 (File No. 333-238143), August 23, 2021 (File No. 333-258996) and February 21, 2023 (File No. 333-269875).
	(3)	This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The offering price per share and the aggregated offering price for shares reserved for future issuance under the 2014 Plan are based on the average of the high and the low price of Registrant’s common stock as reported on the Nasdaq Capital Market on April 16, 2024, which date is within five business days prior to filing this Registration Statement.

 

 

 

 

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