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): September 23, 2019
Super
League Gaming, 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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2906 Colorado Avenue
Santa Monica, California 90404
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(Address of principal executive offices)
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Registrant: (802) 294-2754
Investor Relations: (949) 574-3860
(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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SLGG
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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 1.01 Entry into a Material Definitive Agreement.
On September 23, 2019, Super League Gaming, Inc.
(“Super
League”) and
ggCircuit, LLC (“ggCircuit”) entered into an expanded commercial
partnership agreement (“Agreement”) pursuant to which Super League will become the primary
consumer-facing brand within ggCircuit’s leading
gaming center software platform, known
as “ggLeap.” Under the terms of the Agreement,
the consumer facing components
of ggLeap, including its
leaderboards, its competitive seasons and its local loyalty
programs, will be rebranded as “Super League Gaming.”
The consumer-facing components of ggLeap and its related offerings
will be managed by Super League beginning with the next update of
the ggLeap software, targeted for release globally in November
2019. ggLeap is a B2B software platform and B2C application created
and owned by ggCircuit. ggLeap is licensed and distributed to
owners and operators of video gaming centers throughout the world.
It helps gaming centers manage the PCs in their venue, administer
loyalty programs for local players, and provides the interface and
local operating system through which players log into computers and
launch all of their gameplay sessions within the gaming centers
where ggLeap is deployed.
The
November 2019 software platform release is expected to include,
among other features, the following new features:
1.
A consumer
subscription service branded “Super League Prime,”
through which players in gaming centers will be able to access
special member benefits;
2.
A global loyalty
program for all players in ggLeap powered gaming centers, that also
can be available for gaming centers to deploy as their local
loyalty program, through which players will be able to earn Super
League points, with subscribers to Super League Prime being able to
earn points faster and in more ways than non-subscribers. Super
League points will be redeemable for prizes that will include
physical and digital goods and services, with customized
collections of prizes available locally, nationally and
internationally; and
3.
An esports events
directory that will present players with listings of competitive
and social gaming events they can play from within their local
gaming centers, including Super League branded events, Super League
powered events, events run by the local centers and events run by
third party event organizers. Super League will be providing Super
League Prime subscribers with access to special events on a regular
basis featuring multiple game titles.
Pursuant to the
terms and conditions of the Agreement, effective October 1, 2019,
these new features, along with all other consumer facing components
of ggLeap, will be managed and
branded by Super League.
In
consideration for the rights granted by ggCircuit to Super League,
including the right to commercially exploit Super League Prime and
to feature the “Super League Gaming” brand on the
applicable ggCircuit customer platform, Super League will pay an
upfront fee of $340,000 and quarterly fees over the term of the
Agreement ranging from $0 to $150,000, based on contractual revenue
levels. Pursuant to the terms and conditions of the Agreement,
revenues generated in connection with applicable activities under
the Agreement will be shared between Super League and ggCircuit
based on contractual revenue sharing percentages. The initial term
of the Agreement commences on the effective date and concludes on
the fifth anniversary of the effective date, subject to certain
automatic renewal provisions.
The
foregoing description of the Agreement does not purport to be
complete, and is qualified in its entirety by reference to the
same, which will be filed in conjunction with the filing of our
Quarterly Report on Form 10-Q on or before November 14,
2019.
Item 8.01. Other
Events.
On
September 27, 2019, the Company issued a press release announcing
the expanded commercial partnership
agreement described in Item 1.01 of this
Form 8-K. A copy of the Company’s press release is
furnished with this Form 8-K and attached hereto as
Exhibit 99.1.
The
information set forth in Exhibit 99.1 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 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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Press
release from Super League Gaming, dated September 27, 2019, titled
“Super League Gaming Launching Monthly Consumer Subscription
Service and Expanding Globally Through Comprehensive Partnership
with ggCircuit.”
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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 Gaming, Inc.
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Date:
September 27, 2019
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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 INDEX
Exhibit No.
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Description
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Press
release from Super League Gaming, dated September 27, 2019, titled
“Super League Gaming Launching Monthly Consumer Subscription
Service and Expanding Globally Through Comprehensive Partnership
with ggCircuit.”
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