PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The names of our directors and executive officers and their ages, positions, and biographies are set forth below Our executive officers are appointed by the Board and serve at the discretion of the Board, subject to the terms of any employment agreements they may have with the Company. There are no family relationships among any of our directors or executive officers.

Matt Edelman

Chief Executive Officer, President and Chair of Board 

Mr. Edelman serves as Chairman, Chief Executive Officer, and President, with responsibility for the company’s strategy, capital allocation, operations, and long-term growth. Mr. Edelman was appointed President in January 2023 and Chief Executive Officer in April 2025, after serving as Chief Commercial Officer since July 2017. Mr. Edelman was also appointed as a member of the Board of Directors in October 2025, and as Chairman in January 2026. Mr. Edelman architected a comprehensive corporate restructuring, strengthening the company’s balance sheet and raising more than $26 million in six months, culminating in a $20 million private placement in October 2025. Prior to his appointment as Chief Executive Officer, Mr. Edelman drove more than 20x revenue growth, led multiple M&A transactions, oversaw hundreds of brand partnerships, supported the company’s successful NASDAQ IPO, and helped establish Super League as a defining force in the emerging category of playable media. A strategic and entrepreneurial leader, Matt’s career spans media, gaming, content, and emerging technology, with a consistent focus on long-term value creation. He has founded and operated ventures across digital marketing, the consumer internet, content production, social commerce, and generative AI. Prior to joining Super League, Mr. Edelman served as the Head of Digital Operations and Marketing Solutions at WME-IMG (now Endeavor), where he built and scaled Endeavor’s digital operations and marketing solutions division, directing global digital initiatives across WME-IMG’s portfolio of more than 350 live events worldwide and establishing the digital practice for the company’s experiential agency. Earlier in his career, he helped launch Marvel Studios and Marvel.com, contributing to the early development of what became one of the most successful entertainment franchises in history. Matt has served as an advisor and consultant to numerous brands and media companies, including Nike, Marvel, MTV, Sony Pictures, 20th Century Fox, Primedia and TV Guide. He currently sits on the Board of the Global Entertainment Marketing Academy, the Board of the Epilepsy Foundation Los Angeles as Vice President, is co-founder (with his wife) of the Hope for Healing Initiative, and is a member of the Western Regional Scholarship Advisory Committee for the Jackie Robinson Foundation. Mr. Edelman earned a Bachelor of Arts in Politics from Princeton University.

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Clayton Haynes

Chief Financial Officer and Secretary

Mr. Haynes was appointed as our Chief Financial Officer in August 2018. From 2001 to August 2018, Mr. Haynes served as Chief Financial Officer, Senior Vice President of Finance and Treasurer of Acacia Research Corporation (NASDAQ: ACTG), an industry-leading intellectual property licensing and enforcement and technology investment company. From 1992 to March 2001, Mr. Haynes was employed by PricewaterhouseCoopers LLP, ultimately serving as a Manager in the Audit and Business Advisory Services practice, where he provided and managed full scope financial statement audit and business advisory services for public and private company clients with annual revenues up to $1 billion in a variety of sectors, including manufacturing, distribution, oil and gas, engineering, aerospace and retail. Mr. Haynes received a Bachelor of Arts in Economics and Business/Accounting from the University of California at Los Angeles, an MBA from the University of California at Irvine Paul Merage School of Business and is a Certified Public Accountant (Inactive).

Bant Breen

Independent Director

Mr. Breen has served as a director on our Board since April 2025 and is the Founder, and current Chairman and Chief Executive Officer of Qnary, a global technology and solutions leader in digital reputation growth solutions for professionals and brands, founded in 2011. Mr. Breen is also the host of The UNCAGED Show, a webcast/podcast that celebrates thought leadership from today's top business leaders. Prior to founding and serving as Chairman and CEO of Qnary, Mr. Breen served from January 2006 to November 2011 in numerous executive roles at Interpublic Group (NYSE: IPG) (“IPG”), including Chief Executive Officer of IPG’s Reprise Media Worldwide, a global search and social media agency, as President of IPG’s Initial Worldwide, as President of IPG’s The Futures Marketing Group, as founder of Ansible, IPG's Mobile Marketing Agency, and as EVP, Global Director of Digital Communications, of IPG’s Universal McCann. Before joining IPS, Mr. Breen was the Founder and President of BB Dentsu, a strategic marketing and communications consultancy affiliated with Dentsu Inc., and Mr. Breen led global digital advertising activities for Leo Burnett Worldwide. Mr. Breen served on the board of directors of Harte Hanks Inc (Nasdaq: HHS) during 2018 and 2019. Mr. Been received a B.A. from Duke University, North Carolina, an M.A. and B.A. from the University of Cambridge, Trinity College, Cambridge, England, and is an Adjunct Professor in Media and Marketing at Blanquerna-Ramon Llull University, Barcelona, Spain.

We believe Mr. Breen’s thirty year career as an advertising executive for several of the largest agencies globally will add significant insights, partnership opportunities, industry relationships, and creativity in assisting with our overall strategy. Mr. Breen will commence serving as a member of the Board’s Strategic and Nominating and Governance Committees prior to the 2024 annual meeting of stockholders.

Marti Frucci

Independent Director

Ms. Frucci has served as a director on our Board since January 2026 and is the founder and Managing Partner of Momentum Ventures Advisory. Ms. Frucci is a highly experienced investment banking professional who has completed over $20 billion in transactions over the past 30+ years across a broad range of TMT sectors. She began her career with bulge bracket banks (Bankers Trust now Deutsche Bank, Lazard, and DLJ now UBS), where she worked on M&A, high yield offerings, IPO’s, private placements, restructurings and share repurchases for large public and private corporations. Ms. Frucci then took her skillset to a series of specialized investment banking boutiques where she could collaborate more directly with the founders of companies who were still running their businesses, with the focus narrowed to M&A and private placements. In 2015 Ms. Frucci established Momentum Ventures Advisory in order to provide bulge bracket quality advisory services to smaller companies that desire experienced professional guidance but cannot justify the cost structure that even a boutique must follow, as well as larger companies for which a traditional bank is not needed or suitable to the circumstances. She continues to work across a myriad of sectors, from digital media to marketing services to SaaS companies, for both public and private companies, and across all geographies. Ms. Frucci served in the Presidential Advance Office of The White House for President Reagan and ran the Award Ceremonies department for the 1984 L.A. Olympics. Ms. Frucci holds a BS and an MBA from Columbia University.

We believe Ms. Frucci provides a layer of richness and unique perspective, and her vast deal and sector experience has resulted in invaluable relationships. Ms. Frucci’s serves as Chair of the audit committee and as a member of the compensation committee.

Ann Hand

Non-Executive, Non-Independent Director

Ms. Hand served as our Chief Executive Officer and Chair of the Board from June 2015 to March 31, 2025, as our President from June 2015 to January 13, 2023, and served as Executive Chair from April 1, 2025 to January 2026. Over the past 20 years, Ms. Hand has served as a market-facing executive with a track record in brand creation and turn-around with notable delivery at the intersection of social impact with consumer trends and technology to create bold offers, drive consumer preference and deliver bottom line results. Prior to joining the Company, from 2009 to 2015, Ms. Hand served as Chief Executive Officer and as a director of Project Frog, a venture-backed firm with a mission to democratize healthy, inspired buildings that are better, faster, greener, and more affordable than traditional construction. From 1998 through 2008, Ms. Hand served in various senior executive positions with BP plc, including Senior Vice President, Global Brand Marketing & Innovation from 2005 to 2008, during which time she led many award-winning integrated marketing campaigns and oversaw the entire brand portfolio of B2C and B2B brands, including BP, Castrol, Arco, am/pm and Aral. Additionally, she served as Chief Executive, Global Liquefied Gas Business Unit with full P&L accountability across 15 countries and 3,000 staff, covering operations, logistics, sales and marketing with over $3 billion in annual revenue. Ms. Hand was recognized by Goldman Sachs - “100 Most Intriguing Entrepreneurs” in 2014, by Fortune - “Top 10 Most Powerful Women Entrepreneurs” in 2013, and Fast Company – “100 Most Creative People” in 2011. Ms. Hand earned a Bachelor of Arts in Economics from DePauw University, an MBA from Northwestern’s Kellogg School of Management, and completed executive education at Cambridge, Harvard and Stanford Universities. 

Ms. Hand’s extensive background in corporate leadership and her practical experience in brand creation and turn-arounds directly align with the Company’s focus and ideally position her to make substantial contributions to the Board.

Mark Jung

Independent Director

Mr. Jung has served as a director on our Board since July 2019. Mr. Jung currently leads the Operating Partner Group at Astira Capital Partners, a mid-market private equity firm focused on B2B workflow solution providers. Mr. Jung has held this position since the fund's inception in June 2023. Between May 2019 and June 2023, Mr. Jung served as an independent consultant to multiple media and technology companies. Previously, Mr. Jung served on the board of directors of Accela, a leading provider of cloud-based productivity and civic engagement solutions for government, from March 2016 to April 2019. During his tenure on the board of Accela, Mr. Jung also held executive management positions for Accela, including as Chairman and interim Chief Executive Officer from August 2016 to March 2017 and from April 2018 to October 2018, as well as serving as Executive Chairman from March 2017 to April 2018. Prior to Accela, Mr. Jung served as Executive Chairman of OL2, a leading cloud solutions provider for gaming and graphics-rich applications, from May 2013 to March 2015; Samba Safety, a provider of driver risk management solutions from May 2016 to September 2021; and ReadyUp, a provider of an esports platform for player networking and team management from March 2019 to February 2023. Currently, Mr. Jung serves as a member of the board of directors of Millennium Trust Company, a leading financial services company offering niche alternative custody solutions to institutions, advisors and individuals; Inmar, a provider of intelligent commerce network solutions; and PocketRN, a telenursing platform and services provider. Mr. Jung graduated with a BS in engineering from Princeton University and received his MBA from Stanford University Graduate School of Business.

With over three decades of experience serving as a C-suite executive at several prominent companies within the digital entertainment and video game industries, and extensive public and private board member experience, we believe Mr. Jung provides our Board with invaluable knowledge and insight regarding key strategies and best practices for building gaming communities and creating a demand for gaming-related content in the market that can accelerate our audience development and content monetization strategies, and will also share key learnings with Super League gained from his experience navigating the transition of companies from private to public. Mr. Jung also serves as Chair of the Board’s Compensation Committee and as a member of the Audit Committee.

Kristin Patrick

Independent Director

Ms. Patrick has served as a director on our Board since November 2018, and currently serves as Executive Vice President, Chief Marketing Officer and Head of E-commerce of Claire's, a position she has held since March 2021. Previously, Ms. Patrick served as President and Chief Marketing Officer of Eros Innovations, a position she held from January 2019 to March 2021. Prior to her time with Eros Innovations, Ms. Patrick served as Global Chief Marketing Officer at PepsiCo, Inc., a position she held from June 2013 to January 2019. Prior to her time with PepsiCo, Inc., Ms. Patrick served as Chief Marketing Officer of Playboy Enterprises, Inc. from November 2011 to June 2013, and as Executive Vice President of Marketing Strategy for William Morris Endeavor from January 2010 to November 2011. Ms. Patrick has also held senior marketing positions at Liz Claiborne's Lucky Brand, Walt Disney Company, Calvin Klein, Revlon and NBC Universal and Gap, Inc. A Brandweek "Next Gen Marketer", Reggie Award recipient, Forbes Top 50 Marketer, and Adweek Marketing Vanguard, Ms. Patrick received her Bachelor of Arts from Emerson College and J.D. from Southwestern University.

As we continue to expand the visibility of our brand, we believe Ms. Patrick will provide instrumental input on our marketing efforts and will assist the Board and management with initiating marketing programs to enable us to meet our short-term and long-term growth objectives. Ms. Patrick also serves as a member of the Board’s Compensation Committee and the Nominating and Governance Committee. 

Hunter Williams

Independent Director

Mr. Williams has served on our Board since December 2025 and is an accomplished digital asset strategist and entrepreneur with deep expertise in blockchain technology, token economics, and decentralized finance, coupled with a foundation in compliance and legal operations. With a decade of experience advising high-growth Web3 companies and architecting token strategies that have achieved billion-dollar fully diluted valuations, he has founded and led multiple ventures across blockchain acceleration, digital-asset ecosystem development, and frontier-technology commercialization. Earlier in his career, Hunter worked in legal and compliance automation at National Instruments, supporting enterprise-level governance, risk, and operational efficiency initiatives. He currently leads strategic direction and partnerships across several blockchain and emerging-technology companies, bringing a unique combination of regulatory fluency, operational rigor, and innovative digital-asset leadership to the Super League Board of Directors. Mr. Williams received a bachelor’s degree in business management from Texas Tech University.

Mr. Williams will bring significant strategic insights, operational experience, key industry relationships and deep acumen in the blockchain and digital asset sectors.

Board of Directors

Our Amended and Restated Bylaws (“Bylaws”) provide that the number of directors that constitute the entire Board of Directors (the “Board”) shall be fixed from time to time by resolution adopted by a majority of the entire Board, but that in no event shall the number be less than one.

Our Amended and Restated Certificate of Incorporation, as amended (our “Charter”) classifies our Board of Directors into three classes with staggered three-year terms, designated as follows:

(1) Member of our Audit Committee.

(2) Member of our Compensation Committee.

(3) Member of our Nominating and Corporate Governance Committee.

Role of Board in Risk Oversight Process

Our Board has responsibility for the oversight of the Company’s risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business, and the steps we take to manage them. The risk oversight process includes receiving regular reports from Board committees and members of senior management to enable our Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk. Cybersecurity risk is a key consideration in our operational risk management capabilities, and we continuously strive to implement best practices to mitigate risk. Given the nature of our operations and business, cybersecurity risk may manifest itself through various business activities and channels and is thus considered an enterprise-wide risk which is subject to control and monitoring at various levels of management throughout the business. Our Board will oversee and review reports on significant matters of corporate security, including cybersecurity. In addition, we maintain specific cyber insurance through our corporate insurance program, the adequacy of which is subject to review and oversight by our Board.

Our Audit Committee reviews information regarding liquidity and operations and oversees our management of financial risks. Periodically, our Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the Audit Committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. Our Compensation Committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. Matters of significant strategic risk are considered by our Board as a whole.

Board Committees and Independence

Our Board has established the following three standing committees: Audit Committee, Compensation Committee, and Nominating and Governance Committee. Our Board has adopted written charters for each of these committees, copies of which are available under the Corporate Governance section of our website at http://ir.superleague.com.

Audit Committee

Our Audit Committee is currently comprised of Marti Frucci, who serves as the Audit Committee Chair, Bant Breen and Mark Jung. Ms. Frucci, Mr. Breen and Mr. Jung are independent directors as determined in accordance with the rules of the Nasdaq Stock Market. The Audit Committee’s main function is to oversee our accounting and financial reporting processes and the audits of our financial statements. The Audit Committee met four times during each of the years ended December 31, 2025 and 2024, respectively. Pursuant to its charter, the Audit Committee’s responsibilities include, among other things:

Our Board has affirmatively determined that all members of our Audit Committee meet the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and the Nasdaq Stock Market. Our Board has determined that Marti Frucci qualifies as an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq Stock Market rules and regulations. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and the Nasdaq Stock Market.

Compensation Committee

Our Compensation Committee is currently comprised of Ann Hand, who serves as the Compensation Committee Chair, Kristin Patrick and Marti Frucci. Ms. Patrick and Ms. Frucci are independent directors as determined in accordance with the rules of the Nasdaq Stock Market. The Compensation Committee’s main function is to assist our Board in the discharge of its responsibilities related to the compensation of our executive officers. The Compensation Committee met: (i) ten times during the year ended December 31, 2025; and (ii) seven times, and on three occasions approved resolutions via written consent during the year ended December 31, 2024. Pursuant to its charter, the Compensation Committee is primarily responsible for, among other things:

Nominating and Governance Committee

Our Nominating and Governance Committee is currently comprised of Bant Breen, who serves as the Nominating and Governance Committee Chair, Ann Hand and Kristin Patrick. Mr. Breen and Ms. Patrick are independent directors as determined in accordance with the rules of the Nasdaq Stock Market. The Nominating and Governance Committee met five times and four times during the years ended December 31, 2025 and 2024, respectively. Pursuant to its charter, the Nominating and Governance Committee is primarily responsible for, among other things: 

Board Qualifications and Experience

Our Nominating and Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating and Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, will consider many factors, including the following:

Currently, our Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

Compensation Committee Interlocks and Insider Participation

At no time have any of the members of our Compensation Committee been one of our officers or employees other than Ms. Hand, as further described below. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or Compensation Committee of any other entity that has one or more executive officers on our Board of Directors or Compensation Committee.

Ms. Hand, the chair of our Compensation Committee, is a non-independent, non-executive director. The Board has determined that Ms. Hand’s service on the Compensation Committee is in the best interests of the Company and its shareholders despite not being "independent." Specifically, Ms. Hand is not an officer or employee of the Company, nor a family member of an officer or employee, but does not meet the independence criteria due to her prior role as an executive officer of the Company.

Given Ms. Hand’s experience of more than 30 years and her deep understanding of our company's business model, the Board believes her insights are invaluable to the function of the Compensation Committee. In accordance with Nasdaq Listing Rule 5605, Ms. Hand will not serve on the Compensation Committee for more than two years and will not serve as the Audit Committee Chair.

Our Board’s Leadership Structure

The Board is committed to promoting effective, independent governance of the Company. Our board believes it is in the best interests of the stockholders and the Company for the Board to have the flexibility to select the best director to serve as Chair at any given time, regardless of whether that director is an independent director or the Chief Executive Officer. Consequently, we do not have a policy governing whether the roles of Chair and Chief Executive Officer should be separate or combined. This decision is made by our Board, based on the best interests of the Company considering the circumstances at the time.

Mr. Edelman currently serves in the roles of Chief Executive Officer and Chair of the Board. Mr. Edelman is responsible for setting the strategic direction of the Company and the day-to-day leadership and operation of the Company, sets the agenda for the Board meetings and presides over Board meetings. Mr. Edelman possesses in-depth knowledge of the issues, opportunities and risks facing us, as well as our business and our industry. Mr. Edelman is best positioned to fulfill the Executive Chair’s responsibility to develop meeting agendas that focus the Board’s time and attention on critical matters and to facilitate constructive dialogue among Board members on strategic issues.

In addition to Mr. Edelman’s leadership, the Board maintains effective independent oversight through a number of governance practices, including open and direct communication with management, input on meeting agendas, and regular executive sessions. Non-management directors meet in executive session at least quarterly. The chairman of each of the Board's committees (Audit, Compensation, and Nominating & Corporate Governance) rotate as the presiding director for these sessions, typically alternating based on the topic of discussion.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to our employees, officers and directors. We provide our Code of Business Conduct and Ethics under the Corporate Governance section of our website at http://ir.superleague.com.  We intend to disclose any future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of these provisions, on our website or in our filings with the SEC under the Exchange Act.

Insider Trading Policy

We have adopted an Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, employees, and consultants and contractors to the Company, designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. A form of the Insider Trading Policy is filed with the SEC as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Limitation of Liability and Indemnification

Our Charter and Bylaws provide the indemnification of our directors and officers to the fullest extent permitted under the Delaware General Corporation Law (“DGCL”). In addition, the Charter provides that our directors shall not be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director and that if the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

As permitted by the DGCL, we have entered into or plan to enter into separate indemnification agreements with each of our directors and certain of our officers that require us, among other things, to indemnify them against certain liabilities which may arise by reason of their status as directors, officers or certain other employees. We have obtained and expect to maintain insurance policies under which our directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities that might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been directors or officers. The coverage provided by these policies may apply whether or not we would have the power to indemnify such person against such liability under the provisions of the DGCL.

We believe that these provisions and agreements are necessary to attract and retain qualified persons as our officers and directors. At present, there is no pending litigation or proceeding involving our directors or officers for whom indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Stockholder Communications

If you wish to communicate with the Board of Directors, you may send your communication in writing to:

Super League Enterprise, Inc.

2450 Colorado Avenue, Suite 100E

Santa Monica, California 90404

Attn: Corporate Secretary

You must include your name and address in the written communication and indicate whether you are a stockholder of the Company. Our Corporate Secretary will review any communication received from a stockholder, and all material and appropriate communications from stockholders will be forwarded to the appropriate director or directors or committee of the Board of Directors based on the subject matter.

Section 16(a) Beneficial Ownership Reporting Compliances

Section 16(a) of the Exchange Act requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater-than-ten-percent shareholders are also required by the SEC to furnish us with copies of all Section 16(a) forms that they file.

Based solely on a review of copies of such reports furnished to our Company and representation that no other reports were required during the fiscal year ended December 31, 2025, we believe that all persons subject to the reporting requirements pursuant to Section 16(a) filed the required reports on a timely basis with the SEC.

Director Independence

Our Board has determined that the following five of our seven directors qualify as independent directors, as determined in accordance with the Listing Rule 5605 of the Nasdaq Stock Market: Messrs. Breen, Jung and Williams, and Mses. Frucci and Patrick. Nasdaq Listing Rule 5605 includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of such director’s family members have engaged in various types of business dealings with us. In addition, as required by Nasdaq Stock Market listing rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in fulfilling the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

We are a smaller reporting company for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last two completed fiscal years. Further, our reporting obligations extend only to our “named executive officers,” who are those individuals serving as our principal executive officer and our two other most highly compensated executive officers who were serving as executive officers at December 31, 2025, the end of the last completed fiscal year (the “Named Executive Officers”).

We have identified Matt Edelman, Clayton Haynes and Ann Hand as our Named Executive Officers for the year ended December 31, 2025. Our Named Executive Officers for our fiscal year ending December 31, 2026 are subject to change, as we may hire or appoint new executive officers.

For the fiscal years ended December 31, 2025 and 2024, compensation for our Named Executive Officers was as follows:

Elements of Compensation

Our executive compensation program consisted of the following components of compensation during the years ended December 31, 2025 and 2024:

Base Salary

Each of our executive officers receives a base salary for the expertise, skills, knowledge and experience he or she offers to our management team. The base salary of each of our executive officers is re-evaluated annually, and may be adjusted to reflect:

Executive Bonus

The Compensation Committee assesses the level of the executive officer’s achievement of meeting individual goals, as well as that executive officer’s contribution towards our business objectives. Bonus amounts depend on the level of achievement of individual performance goals, with a target bonus generally set as a percentage of base salary and based on the achievement of pre-determined milestones.  

For the years ended December 31, 2025 and 2024, no bonus compensation was earned in connection with the applicable Annual Executive Bonus Program approved by the Compensation Committee, as a result of not achieving applicable pre-determined milestones for fiscal year 2025 and 2024.

Equity Incentive Awards

We believe that to attract and retain management, key employees and non-management directors, the compensation paid to these persons should include, in addition to base salary, annual equity incentives. Our Compensation Committee determines the amount and terms of equity-based compensation granted to each individual. In determining whether to grant certain equity awards to our executive officers, the Compensation Committee assesses the level of the executive officer’s achievement of meeting individual goals, as well as the executive officer’s contribution towards goals of the Company. All equity awards issued to our Named Executive Officers, if any, were issued under our 2025 Omnibus Equity Incentive Plan, as amended (the “2025 Plan”).

Employment Agreements and Potential Payments upon Termination or Change of Control

Matt Edelman

Effective January 1, 2026 (the “Edelman Effective Date”), the Company entered into a new executive employment agreement with Matthew Edelman in the continued capacities of President and Chief Executive Officer of the Company (the “Edelman Agreement”). Mr. Edelman, who has served as a Class II member of the Board since our 2025 annual meeting of stockholders held on October 20, 2025. Mr. Edelman was also appointed as Chairman of the Board effective January 2, 2026. The Edelman Agreement replaces a prior employment agreement expiring December 31, 2025. Pursuant to the Edelman Agreement, Mr. Edelman will (i) serve as Chief Executive Officer and President of the Company for a period of three years beginning on the Edelman Effective Date; (ii) receive an annual salary of $400,000, subject to an annual cost of living adjustment and an annual increase at the discretion of the Board; and (iii) receive (a) a restricted stock unit grant consisting of 1,756,250 shares (146,355 shares following the 1-for-12 reverse stock split in January 2026 “Reverse Split”) of Common Stock, which shall vest in full on December 19, 2027; (b) a restricted stock unit performance grant ("PSU") consisting of 176,000 shares (14,667 shares post-Reverse Split) of Common Stock, which shall vest quarterly in 1/8th increments upon the Company’s Common Stock closing at $3.00 or more for twenty consecutive trading days; and (c) a restricted stock unit performance grant consisting of 298,667 shares (24,889 shares post-Reverse Split) of Common Stock, which shall vest quarterly in 1/8th increments upon the Company’s Common Stock closing at $5.00 or more for twenty consecutive trading days. Each of the restricted stock grants are subject to additional vesting accelerations and conditions, upon termination for cause or without cause, and upon resignations, as further described in the Edelman Agreement. Additionally, pursuant to the Edelman Agreement, Mr. Edelman will (i) participate in the Company’s health insurance plan offered to its employees; (ii) participate in the Company’s 401(k) Plan; and (iii) receive reimbursement for all reasonable business expenses.

In the event the Company terminates Mr. Edelman without Cause, or Mr. Edelman resigns for Good Reason (each as defined in the agreement), Mr. Edelman will be entitled to a cash payment equal to 18 months of the annual salary amount from the date of such termination. In the event the Company terminates Mr. Edelman for Cause, or, Mr. Edelman resigns without Good Reason, Mr. Edelman shall only be entitled to salary and benefits accrued prior to such date, provided that Mr. Edelman shall retain the right for 90 days from the date of such termination or resignation to exercise any Awards which are vested as of such date. In the event of a Change-In-Control (as defined in the agreement), the vesting of all Awards granted to Mr. Edelman shall accelerate, and all such Awards shall be considered fully vested immediately prior to such Change-In-Control.

Clayton Haynes

On January 1, 2026, the Company entered in an Employment Agreement (the “Haynes Agreement”) dated January 1, 2026 (the “Haynes Effective Date”) with Clayton Haynes, Chief Financial Officer and Secretary of the Company, replacing a prior agreement expiring December 31, 2025. Pursuant to the Haynes Agreement, Mr. Haynes (i) will serve as Chief Financial Officer and Secretary of the Company for a period of three years beginning on the Haynes Effective Date; (ii) will receive an annual salary of $340,000, subject to an annual cost of living adjustment and an annual increase at the discretion of the Board; and (iii) will receive (a) a restricted stock unit grant consisting of 887,500 shares (73,959 shares post-Reverse Split) of Common Stock, which shall vest quarterly in 1/8th increments beginning March 18, 2026 and becoming fully vested on December 19, 2027; (b) a restricted stock unit performance grant consisting of 88,000 shares (7,334 shares post-Reverse Split) of Common Stock, which shall vest quarterly in 1/8th increments upon the Company’s Common Stock closing at $3.00 or more for twenty consecutive trading days; and (c) a restricted stock unit performance grant consisting of 149,333 shares (12,445 shares post-Reverse Split) of Common Stock, which shall vest quarterly in 1/8th increments upon the Company’s Common Stock closing at $5.00 or more for twenty consecutive trading days. Each of the restricted stock grants are subject to additional vesting accelerations and conditions, upon termination for cause or without cause, and upon resignations, as further described in the Haynes Agreement. Additionally, pursuant to the Haynes Agreement, Mr. Haynes will (i) participate in the Company’s health insurance plan offered to its employees; (ii) participate in the Company’s 401(k) Plan; and (iii) receive reimbursement for all reasonable business expenses.

In the event: (i) the Company terminates Mr. Haynes without Cause, or Mr. Haynes resigns for Good Reason, Mr. Haynes will be entitled to a cash payment equal to twelve months of the annual salary amount from the date of such termination; or (ii) the Company terminates Mr. Haynes for Cause, or, Mr. Haynes resigns without Good Reason, Mr. Haynes shall be only be entitled to salary and benefits accrued prior to such date, provided that Mr. Haynes shall retain the right for 90 days from the date of such termination or resignation to exercise any Awards which are vested as of such date.

Employment Agreements with Former Named Executive Officers

Ann Hand

On January 5, 2022, we entered into an employment agreement with Ms. Hand, which provides that Ms. Hand shall continue to serve as our Chief Executive Officer, President and Chair of the Board. The employment agreement with Ms. Hand provided for a base annual salary of $425,000, which amount may be increased annually, at the sole discretion of the Board.  As additional compensation, Ms. Hand was issued a grant of 45,000 performance stock units (“PSUs”) (the “Hand PSUs”), with equal increments of 20% of the Hand PSUs vesting upon the 60-day volume weighted average price of the Company’s Common Stock (the “60-Day VWAP”) reaching (A) $16.00 per share, (B) $20.00 per share, (C) $24.00 per share, (D) $28.00 per share, and (E) $32.00 per share. Ms. Hand has been granted the Hand PSUs in lieu of participating in the equity-grant component of the Company’s annual executive compensation plan during the Hand Initial Term. On April 1, 2025, Ms. Hand and the Company entered into addendum number one (the “Hand Addendum”) to the Hand employment agreement. The Hand Addendum provided for the following: (i) Ms. Hand will serve as Executive Chair for a term beginning on the April 1, 2025 and concluding on December 31, 2025 (the “Term”); (ii) will receive a grant of an option to purchase seven hundred thousand (700,000) shares of Common Stock with an exercise price of $0.245, vesting in full on December 31, 2025, subject to acceleration upon a change of control of a majority of the capital stock of the Company; and (iii) retain an annual salary of $425,000.

Ms. Hand’s employment agreement is terminable by either party at any time. In the event of termination by us without Cause or by Ms. Hand for Good Reason, as those terms are defined in the agreement, she shall receive a severance package consisting of the following: (i) all accrued obligations as of the termination date; (ii) a cash payment equal to the greater of (A) her base annual salary for 18 months, or (B) the remaining payments due for the term of the agreement; and (iii) the immediate vesting of all options, RSUs and PSUs, that utilize time-based vesting, set to vest over the 18 month period from and after the Termination Date; and (iv) 13,500 of the Hand PSUs shall immediately vest. In the event of termination by us with Cause or by Ms. Hand without Good Reason, Ms. Hand shall be entitled to all salary and benefits accrued prior to the termination date, and nothing else; provided, however, that Ms. Hand shall be entitled to exercise that portion of the Hand Warrant that has vested as of the effective date of the termination until the Hand Warrant’s expiration. 

On January 2, 2026, Ms. Hand resigned as Executive Chair. Pursuant to the terms of Ms. Hand’s employment agreement, Ms. Hand received a consulting agreement on January 2, 2026 for a period concluding on December 31, 2026 with a monthly fee of $4,000. Ms. Hand served as the Company’s Executive Chair from April 1, 2025 to January 2026, as Chief Executive Officer and Chairman from June 2015 until March 31, 2025, and as President from June 2015 until January 13, 2023.

Outstanding Equity Awards at Fiscal Year-End

The following table discloses outstanding equity awards held by each of the Named Executive Officers as of December 31, 2025:

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides a summary of the securities authorized for issuance under our equity compensation plans as of December 31, 2025.

Stock Option and Incentive Plan

2025 Omnibus Equity Incentive Plan

The 2025 Omnibus Equity Incentive Plan (the “2025 Plan”) was approved by the Board of Directors on April 8, 2025 and by stockholders on June 9, 2025. The 2025 Plan initially reserved thereunder 6,250 shares for issuance in the form of restricted stock units (“RSUs”) and stock option grants (“Option Grants”), among other derivative securities, and provides for the integration of one hundred percent (100%) of the reserved shares available under the Company’s existing 2014 Plan including (a) all shares of common stock reserved and unaffiliated with any issued and outstanding restricted stock units and stock option grants under the 2014 Plan totaling 309 shares, (b) all shares of common stock relating to unvested restricted stock units under the 2014 Plan totaling 267 shares, and (c) all shares of common stock relating to issued and outstanding stock option grants totaling 703. In connection with the adoption of the 2025 Plan, the Board also approved the cancellation of all issued and outstanding stock options under the 2014 Plan (“2014 Plan Canceled Awards”).

In October 2025, the Company’s shareholders approved an amendment to the 2025 Plan to increase the number of shares authorized for issuance from 6,250 to 580,667 shares. As of December 31, 2025, 53,000 shares remained available for issuance under the 2025 Plan. All 2025 Plan share reserve and other share amounts reflected herein have been retroactively adjusted to reflect the effect of the 2026 Reverse Split for all periods presented.

The Board administers the 2025 Plan and determines which eligible individuals are to receive option grants or stock issuances under the 2025 Plan, the times when the grants or issuances are to be made, the number of shares of common stock subject to each grant or issuance, the status of any granted option as either an incentive stock option or a non-statutory stock option under the federal tax laws, the vesting schedule to be in effect for the option grant or stock issuance and the maximum term for which any granted option is to remain outstanding. The exercise price of options is generally equal to the fair market value of common stock of the Company on the date of grant. Options generally begin to be exercisable one month after grant and typically expire 10 years after grant. Stock options and restricted shares generally vest on a straight-line basis over four years (generally representing the requisite service period). The 2025 Plan terminates automatically on June 9, 2035.

Amended and Restated 2014 Stock Option and Incentive Plan

The Super League 2014 Stock Option and Incentive Plan (the “2014 Plan”) was approved by the Board of Directors and the stockholders of Super League in October 2014. The 2014 Plan was subsequently amended in May 2015, May 2016, July 2017, October 2018, May 2020, April 2021, June 2022 and September 2023. The 2014 Plan allowed grants of stock options, stock awards and performance shares with respect to Common Stock of the Company to eligible individuals, which generally includes directors, officers, employees, advisors and consultants. The 2014 Plan provides for both the direct award and sale of shares of Common Stock and for the grant of options to purchase shares of Common Stock. Options granted under the 2014 Plan included non-statutory options as well as incentive options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended. 

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information

Option grants to employees, executive officers and non-employee directors are made by the Compensation Committee under the 2025 Plan from time to time, as determined by the Compensation Committee.  We do not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation at certain times. We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our Common Stock, and do not time the public release of such information based on award grant dates. The timing of any equity grants to executive officers or directors in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

During the year ended December 31, 2025, there were no equity grants made to our executive officers during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

Non-Executive Director Compensation

On January 31, 2019, and as amended on August 13, 2019, effective July 1, 2019, our Board adopted a director compensation plan for our non-employee directors, the details of which are presented in the table below. We do not provide deferred compensation or retirement plans for non-employee directors.

Schedule of Director Fees

2025 Summary Table of Director Compensation

The following table sets forth the compensation awarded to, earned by, or paid to each person who served as a non-employee director during the fiscal year ended December 31, 2025:

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of April 27, 2026, we had four (4) classes of voting stock outstanding: (i) Common Stock; (ii) Series AA Preferred Stock; (iii) Series AAA-2 Preferred Stock; and (iv) Series C Preferred Stock.

The following table sets forth certain information known to us regarding beneficial ownership of our Common Stock and Preferred Stock as of the close of business on April 27, 2026 for:

The percentage of beneficial ownership in the tables below is based on 50 shares of Series AA Convertible Preferred Stock, 20 shares of Series AAA-2 Convertible Preferred Stock, 1,153 shares of Series C Convertible Preferred Stock and 1,467,848 shares of Common Stock deemed to be outstanding as of April 27, 2026, excluding shares reserved for issuance upon exercise and/or vesting of awards issued under our 2025 Plan.

Beneficial Ownership of Preferred Stock

Beneficial Ownership of Common Stock

* Less than 1.0%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In connection with Mr. Jung’s appointment as a director on our Board, the Company and Mr. Jung entered into a consulting agreement (the “Consulting Agreement”), pursuant to which Mr. Jung will provide the Company with strategic advice and planning services for which Mr. Jung will receive a cash payment of $7,500 per month from the Company. The consulting agreement had an initial term ending December 31, 2019, and was extended for successive one-year periods upon mutual agreement of the board member and the Company through to fiscal year 2024. The term of the consulting agreement ended effective December 31, 2024. Total consulting expense under the agreement totaled $90,000 for the year ended December 31, 2024.

On November 19, 2024 (the “RP Effective Date”), the Company entered into a Note Purchase Agreement (the “RP Purchase Agreement”) with a non-employee member of the Board (the “Purchaser”). Pursuant to the RP Purchase Agreement, the Company issued to the Purchaser an Unsecured Promissory Note (the “RP Note”) in the amount of $1,500,000 (the “RP Principal”), for which the RP Note (i) matured on the date that was 12 months from the RP Effective Date (the “RP Maturity Date”), (ii) may be pre-paid at any time by the Company without penalty, and (iii) accrued interest on the RP Principal at a rate of 40% simple interest per annum (the “RP Interest”). The RP Interest was payable on the RP Maturity Date. In the event of a prepayment of the RP Note by the Company, the RP Interest would be pro-rated for the period the RP Note is outstanding. The Company utilized the proceeds for working capital and general corporate purposes.

The RP Note also provided for (i) standard events of default, including (a) any default in the payment of the RP Principal or RP Interest on their respective due dates, (b) the occurrence of a Bankruptcy Event (as defined in the RP Note), or (c) the Company commits any material breach or default of any material provision of the RP Note, if not cured within 20 days following the written notice from the Purchaser specifying in reasonable detail such breach or default (sections (a) through (c), the “Events of Default”); and (ii) customary provisions, including representations, warranties and covenants, indemnification, waiver of jury trial, arbitration, and the exercise of remedies upon a breach or default. Upon the occurrence of an Event of Default, the RP Note would bear interest at the default interest rate of 45% per annum, and upon Purchaser’s written notice to the Company, all payments of RP Principal and RP Interest would become immediately due and payable.

On June 13, 2025, the Company entered into an amendment to the RP Note (the “RP Amendment”). Pursuant to the Amendment, (a) the maturity date of the RP Note was extended to November 19, 2026; (b) beginning on November 19, 2025, interest no longer accrued on the remaining Principal outstanding; and (c) the Company agreed to make monthly payments of $175,000, with such payments to start on November 19, 2025, and continue thereafter for twelve months, at which time the RP Note would be paid in full.

On July 7, 2025, the Company entered into an exchange agreement with the Michael Keller Trust (the “Trust”) (“RP Exchange Agreement”), pursuant to which the Company and the Trust agreed that in exchange for the surrender and forgiveness of RP Note, with the principal and interest thereon being equal to $1,878,082, the Trust would be granted (a) 1,500,000 shares of Series AAAA Jr. Convertible Preferred Stock, and (b) cash payments totaling $378,000, such payments to be made in equal monthly installments of approximately $63,000, commencing on October 15, 2025, and concluding on March 15, 2026 (the “Trust Agreement”).

The July 7, 2025 exchange of the balance of the RP Note for shares of the Company’s Series AAAA Junior Preferred Stock was accounted for as an extinguishment of the RP Note, resulting in the derecognition of the related liability and the recording of the fair value of the Series AAAA Jr. Preferred Stock exchanged on the date of settlement. The RP Note was accounted for under the FVO, and therefore, the carrying amount of the RP Note immediately prior to settlement represented its fair value at the settlement date, resulting in a loss on extinguishment totaling $26,000. The $378,000 of accrued cash payments were included as a component of the change in fair value of the RP Note for the year ended December 31, 2025, which is included in other income (expense) in the statement of operations.

Related Party Transaction Policy

Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Accordingly, our Board has adopted a written policy addressing the approval of transactions with related persons, in conformity with the requirements for issuers having publicly held common stock listed on the Nasdaq Capital Market. Pursuant to our Related Persons Transactions Policy (the “Policy”), any related-person transaction, and any material amendment or modification of a related-person transaction, is required to be reviewed and approved or ratified by the Board’s Audit Committee, which shall be composed solely of independent directors who are disinterested, or in the event that a member of the Audit Committee is a Related Person, as defined below, then by the disinterested members of the Audit Committee; provided, however, that in the event that management determines that it is impractical or undesirable to delay the consummation of a related person transaction until a meeting of the Audit Committee, then the Chair of the Audit Committee may approve such transaction in accordance with this policy; such approval must be reported to the Audit Committee at its next regularly scheduled meeting. In determining whether to approve or ratify any related person transaction, the Audit Committee must consider all of the relevant facts and circumstances and shall approve only those transactions that are deemed to be in the best interests of the Company.

Pursuant to our Policy and SEC rules, a “related person transaction” includes any transaction, arrangement or relationship which: (i) the Company is a participant; (ii) the amount involved exceeds $120,000; and (iii) an executive officer, director or director nominee, or any person who is known to be the beneficial owner of more than 5% of our common stock, or any person who is an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5% of our common stock, had or will have a direct or indirect material interest (each a “Related Person”).

In connection with the review and approval or ratification of a related person transaction:

Director Independence

Our Board has determined that the following five of our seven directors qualify as independent directors, as determined in accordance with the Listing Rule 5605 of the Nasdaq Stock Market: Messrs. Breen, Jung and Williams, and Mses. Frucci and Patrick. Nasdaq Listing Rule 5605 includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq Stock Market listing rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in fulfilling the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Our Board appointed, and stockholders ratified, WithumSmith+Brown PC (“Withum”) to serve as the Company’s independent registered public accounting firm for the years ending December 31, 2025 and 2024. The Board may terminate the appointment of Withum as the Company’s independent registered public accounting firm without the approval of the Company’s stockholders whenever the Board deems such termination necessary or appropriate.

Audit Fees

The following table presents fees billed by Withum for professional services rendered for the fiscal years ended December 31, 2025 and 2024:

Auditor Independence

Our Audit Committee and our full Board of Directors considered that the work done for us in the year ended December 31, 2025 and 2024, by WithumSmith+Brown, PC, was compatible with maintaining WithumSmith+Brown, PC independence.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Except as described above, there have been no changes in or disagreements with accountants on accounting and financial disclosure.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.