false 0001621672 0001621672 2024-03-12 2024-03-12

 

 

 

 

 

 

 

 

(Registrant’s telephone number, including area code)

 

 

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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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.  ☐

 

 

 

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, $0.001 par value (the “Shares”), to the Investors in consideration of the mutual release of any and all claims between the Company and the Investors arising from that certain Securities Purchase Agreement, dated May 16, 2022, by and between the Company and the Investors (the “SPA”). Pursuant to the terms of the Agreement, the Company has agreed to register the Shares on a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission.

 

Other than with respect to the Agreement, there is no relationship between the Company or its affiliates with the Investors or their affiliates.

 

The forgoing description of the Agreement is qualified in its entirety by reference to the full text of the document, a copy of which is filed herewith as Exhibit 10.1. The forgoing description of the SPA and Note are qualified in their entirety by reference to the full text of the documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Current Report on Form 8-K filed on May 16, 2022.

 

 

See Item 1.01. 

 

Item 9.01 Financial Statements and Exhibits.

 

 

 

 

 

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.