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): January 11, 2021
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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2912 Colorado Avenue, Suite #203
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 8.01 Other Events.
On January 11, 2021, Super League Gaming, Inc., a
Delaware corporation (the “Company”), entered into securities purchase
agreements with a limited number of institutional investors for
the registered direct offering of an aggregate of
3,076,924 shares of the Company’s common stock, par value
$0.001 per share (the “Shares”), at a purchase price of $2.60 per Share
(the “Registered
Direct Offering”). The Registered Direct Offering
closed on January 13, 2021, and resulted in gross proceeds to the
Company of $8.0 million.
The
Shares were offered by the Company pursuant to an effective shelf
registration statement on Form S-3, which was originally filed
with the Securities and Exchange Commission on April 10, 2020 (File
No. 333-237626). The Company filed a final
prospectus supplement in connection with the Registered
Direct Offering on January 12, 2021.
In
connection with the Registered Direct Offering, the
Company is filing the opinion and consent of its counsel,
Disclosure Law Group, a Professional Corporation, regarding the
validity of the securities being registered as Exhibits 5.1 and
23.1, respectively, hereto.
On
January 12, 2021, the Company issued a press release announcing
the Registered Direct Offering. A copy of the press
release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibit Index
Exhibit No.
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Description
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Opinion of Disclosure Law Group, a Professional
Corporation
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Consent of Disclosure Law Group, a Professional Corporation
(included in Exhibit 5.1)
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Press
Release issued by Super League Gaming, Inc., dated January 12,
2021
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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 Gaming, Inc.
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Date:
January 14, 2021
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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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Opinion of Disclosure Law Group, a Professional
Corporation
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Consent of
Disclosure Law Group, a Professional Corporation (included in
Exhibit 5.1)
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Press Release issued by Super
League Gaming, Inc., dated January 12, 2021
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