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0001621672
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2024-11-14
2024-11-14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 14, 2024
Super League Enterprise, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-38819
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47-1990734
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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2856 Colorado Avenue
Santa Monica, California 90404
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(Address of principal executive offices)
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(213) 421-1920
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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SLE
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Nasdaq Capital Market
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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).
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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 14, 2024, Super League Enterprise, Inc. (the “Company”) released its financial results for the fiscal quarter ended September 30, 2024 (the “Earnings Press Release”) 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. The Letter to Shareholders discussed, among other matters, operating highlights and financial results for the fiscal quarter ended September 30, 2024. Copies of the Earnings Press Release and the Letter to Shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively.
Disclaimer
The information contained in this Section 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall Exhibit 99.1 or Exhibit 99.2 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company's plans, objectives, expectations and intentions; and (ii) other statements identified by words such as "may", "could", "would", should", "believes", "expects", "anticipates", "estimates", "intends", "plans" or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.
Item 7.01 Regulation FD Disclosure.
See Item 2.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
Exhibit No.
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Description
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99.1
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99.2
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Signatures
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.
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Super League Enterprise, Inc.
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Date: November 14, 2024
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By:
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/s/ Clayton Haynes
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Clayton Haynes
Chief Financial Officer
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Exhibit 99.1
Super League Announces Third Quarter 2024 Financial Results
~ Third Quarter Highlighted by Transformative Agreement and Anticipated Strategic Investment from Infinite Reality including Merger of World-Class Audience Assets ~
~ Q3 Net Loss Per Share Narrows to Improve Operational Efficiency on Continued Reduction in Operating Expenses ~
SANTA MONICA, CA—November 14, 2024 —Super League (Nasdaq: SLE), a leader in redefining the gaming industry as a media channel, today announced that it has released third quarter 2024 financial results in the form of a shareholder letter, which can be accessed under the Quarterly Results section of the Company’s investor relations website.
Management Commentary by Chief Executive Officer, Ann Hand:
“During the third quarter, while revenue remained relatively flat, we are pleased with our continued march toward profitability illustrated by a 30% proforma operating expense reduction relative to the same quarter prior year and 27% proforma net loss reduction for the same time period. We also entered a transformative binding agreement with Infinite Reality to merge dynamic, world-class audience assets, and now stand at the precipice of a game-changing transaction that we anticipate will transform us into a “new company” come January 1st, fueled by a more diverse portfolio of assets and a significant strategic investment providing for a strong balance sheet.
This union goes beyond merging assets and investment; it is about shaping the future of digital and physical interaction and commerce. Super League will be granted a worldwide perpetual license to produce events and sell sponsorships for the Drone Racing League, a tech-driven global sports property with over 100 million young fans across 170 countries, and we will assume ownership of Thunder Studios, TalentX and Fearless Media to bolster our reach and digital marketing capabilities. We see many areas of synergy between Super League and Infinite Reality, from the cross-pollination of sales pipelines and brand partner pursuits to ways we can accelerate our product development roadmaps.
In Q3, we continued to see a pipeline of blue-chip brands choosing Super League as their immersive and interactive solutions provider, proven through our activations with the International Olympic Committee, Visa, Maybelline, Google and Universal Pictures. We also continue to see indications of a positive shift in our business model in terms of both deal size and as brands increasingly look to engage us repeatedly and for longer, more persistent programs that create more recurring revenues for us. Coupled with our focus on accelerating market adoption of our higher margin pop-up experiences and more efficient, lean cost structure, we are well positioned to turn the corner into profitability.
Looking ahead, our product and technology approach are how we scale market adoption by leading global brands as we continue to redefine gaming as a digital media channel. Bolstered by the addition of Infinite Reality’s audience assets that will transform the collective entity into a leading global entertainment audience and network strongly capitalized for growth, we are looking forward and see a bright future just ahead of us.”
For any questions related to the Company’s third quarter 2024 financial results or shareholder letter, please contact SLE@mzgroup.us.
About Super League
Super League (Nasdaq: SLE) is redefining the gaming industry as a media channel for global brands. As a leading end-to-end immersive content partner, Super League enables marketers, advertisers, and IP owners to reach massive audiences through creativity, innovation, and gameplay within the world’s largest immersive platforms. Boasting an award-winning development studio, a vast community of native creators, and a proprietary suite of tools that maximize user engagement, Super League is a one-of-a-kind holistic solutions provider. Whether a partner is focused on building a world-class creative experience, achieving a lift in brand awareness, inspiring deeper customer loyalty, or finding new sources of revenue, Super League is at the forefront – always pioneering within immersive worlds. For more information, visit superleague.com.
Investor Relations Contact:
Shannon Devine/ Mark Schwalenberg
MZ North America
Main: 203-741-8811
SLE@mzgroup.us
Forward Looking Statements
Statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this communication include, among other things, statements about Super League’s growth strategies, the ability to actualize the benefits of the transaction with Infinite Reality, our possible or assumed business strategies, new products, potential market opportunities and our ability to secure adequate working capital. Risks and uncertainties include, among other things, our ability to implement our plans, forecasts and other expectations with respect to our business; our ability to realize the anticipated benefits of the transaction with Infinite Reality, including the possibility that the expected benefits, particularly from both acquisitions made and contracts entered into with Infinite Reality, will not be realized or will not be realized within the expected time period; the ability to obtain the approval of both the preferred stockholders and the common stockholders to approve the transactions with Infinite Reality; unknown liabilities that may or may not be within our control; attracting new customers and maintaining and expanding our existing customer base; our ability to scale and update our platform to respond to customers’ needs and rapid technological change; increased competition in our market and our ability to compete effectively; and expansion of our operations and increased adoption of our platform internationally. Additional risks and uncertainties that could affect our financial condition and operating results will be included in the section titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 and other filings that we make from time to time with the Securities and Exchange Commission (the “SEC”) which, once filed, are available on the SEC’s website at www.sec.gov. In addition, any forward-looking statements contained in this communication are based on assumptions that we believe to be reasonable as of this date. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Exhibit 99.2
v3.24.3
Document And Entity Information
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Nov. 14, 2024 |
Document Information [Line Items] |
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Document, Type |
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DE
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Entity, File Number |
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Entity, Address, State or Province |
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City Area Code |
213
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