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 1, 2020
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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(802) 294-2754
(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))
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. ☐
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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Item 4.01 Change in Registrant's Certifying
Accountant.
On
November 1, 2020, Super League Gaming, Inc., a Delaware
corporation (the “Company”) was notified that Squar
Milner, LLP (“Squar
Milner”) an independent registered public accounting
firm, was combined with Baker Tilly US, LLP (“Baker Tilly”) in a transaction
pursuant to which Squar Milner combined its operations with Baker
Tilly and certain of the professional staff and partners of Squar
Milner joined Baker Tilly either as employees or partners of Baker
Tilly. On November 1, 2020, Squar Milner resigned as the auditors
of the Company and with the approval of the Audit Committee of the
Company’s Board of Directors, Baker Tilly was engaged as its
independent registered public accounting firm.
Prior
to engaging Baker Tilly, the Company did not consult with Baker
Tilly regarding the application of accounting principles to a
specific completed or contemplated transaction or regarding the
type of audit opinions that might be rendered by Baker Tilly on the
Company’s financial statements, and Baker Tilly did not
provide any written or oral advice that was an important factor
considered by the Company in reaching a decision as to any such
accounting, auditing or financial reporting issue.
The
report of independent registered public accounting firm of Squar
Milner regarding the Company’s financial statements for the
fiscal years ended December 31, 2019 and 2018 did not contain
any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles, except that the audit reports for the years ended
December 31, 2019 and December 31, 2018 contained an explanatory
paragraph disclosing the uncertainty regarding the Company's
ability to continue as a going concern.
During
the years ended December 31, 2019 and 2018, and during the
interim period from the end of the most recently completed fiscal
year through November 1, 2020, the date of resignation, there were
no disagreements with Squar Milner on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the
satisfaction of Squar Milner would have caused it to make reference
to such disagreement in its reports.
The
Company provided Squar Milner with a copy of this Current Report on
Form 8-K prior to its filing with the Securities and Exchange
Commission and requested that Squar Milner furnish the Company with
a letter addressed to the Securities and Exchange Commission
stating whether it agrees with above statements and, if it does not
agree, the respects in which it does not agree. A copy of the
letter, dated November 1, 2020, is filed as Exhibit
16.1 (which is incorporated by reference herein) to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
See
Exhibit Index.
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 Gaming, Inc.
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Date:
November 4, 2020
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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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Letter
from Squar Milner, LLP dated November 1, 2020
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