UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): June 1, 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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EXPLANATORY NOTE
On June 1, 2021, Super League Gaming, Inc., a
Delaware corporation (the “Company”), completed its previously disclosed
acquisition of all the issued and outstanding shares of Mobcrush
Streaming, Inc., a Delaware corporation (“Mobcrush”), pursuant to the terms and conditions of
the Agreement and Plan of Merger, dated March 9, 2021, as amended
on April 20, 2021, by and between the Company and Mobcrush (the
“Merger”).
This Amendment No. 1 (this
“Amendment”) is being filed by the Company for the
purpose of amending the Current Report on Form 8-K originally filed
by the Company with the U.S. Securities and Exchange Commission
(the “Commission”) on June 7, 2021 (the
“Original
Report”) to provide pro
forma financial information required by Item 9.01(b) of Form
8-K, which was not previously filed with the Original Report, but
are permitted to be filed by amendment no later than 71 calendar
days after the date the Original Report was required to be filed
with the Commission, as permitted by the rules of the
SEC.
Item 9.01 Financial Statements
and Exhibits.
(a) Financial
statements of business acquired.
The following
were filed as Exhibit 99.2 and Exhibit 99.3 to the Original Report:
(i) audited financial statements of Mobcrush, including the
independent auditor's report as of and for the years ended December
31, 2020, and December 31, 2019, and (ii) Mobcrush unaudited
financial statements for the period ended March 31,
2021.
(b) Pro forma
financial information.
The following
pro forma financial information is being filed as an exhibit hereto
and is incorporated by reference herein:
Exhibit 99.1
— Unaudited pro forma condensed combined financial statements
and explanatory notes for the Company and Mobcrush as of March 31,
2021 and for the fiscal year ended December 31, 2020.
(c) Not
Applicable.
(d)
Exhibits.
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Unaudited pro forma condensed combined financial statements and
explanatory notes for Super League Gaming, Inc. and Mobcrush
Streaming, Inc. as of March 31, 2021 and for the fiscal year ended
December 31, 2020.
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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:
August 13, 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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