As filed with the Securities and Exchange Commission on September
3, 2021
Registration No. 333-_______
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SUPER LEAGUE GAMING, INC.
(Exact Name of Registrant as Specified In Its Charter)
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Delaware
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47-1990734
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2912 Colorado Avenue, Suite 203
Santa Monica, California 90404
Company: (802) 294-2754;
Investor Relations: 949-574-3860
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Ann Hand
President and Chief Executive Officer
Super League Gaming, Inc.
2912 Colorado Avenue, Suite 203
Santa Monica, California 90404
(802) 294-2754
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(Address, including zip code, and telephone number,
including area code of Registrant’s principal executive
offices),
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(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
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From time to time after the effective date of this Registration
Statement
(Approximate date of commencement of proposed sale to
public)
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
Ann Hand
President and Chief Executive Officer
Super League Gaming, Inc.
2912 Colorado Avenue, Suite 203
Santa Monica, California 90404
(802) 294-2754
Copies to:
Daniel W.
Rumsey, Esq.
Jessica R.
Sudweeks, Esq.
Disclosure Law
Group,
A Professional
Corporation
655 West
Broadway, Suite 870
San Diego,
California 92101
(619) 272-7050
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
of the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check
the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [
]
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, please check the following
box. [ ]
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, please check the
following box. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting
company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Emerging growth company [X]
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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 Section 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to
be registered
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Proposed
Maximum
Offering Price Per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee(1)
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Common
Stock, par value $0.001 per share
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(2)
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(3)
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(3)
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$—
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Preferred
Stock, par value $0.001 per share
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(2)
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(3)
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(3)
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—
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Debt
Securities
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(2)
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Warrants
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(2)
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(3)
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(3)
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—
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Units
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(2)
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(3)
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(3)
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—
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Total
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(2)
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(3)
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$100,000,000
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$10,910.00
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(1)
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Calculated pursuant to Rule 457(o) under the
Securities Act of 1933, as amended (the “Securities
Act”).
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(2)
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There are being registered hereunder such
indeterminate number of shares of common stock and preferred stock, such indeterminate principal
amount of debt securities and such indeterminate number of warrants
and units as shall have an aggregate offering price not to exceed
$100 million. If any debt securities are issued at an original
issue discount, then the principal amount of such debt securities
shall be in such greater amount as shall result in an aggregate
offering price not to exceed $100 million, less the aggregate
dollar amount of all securities previously issued hereunder. Any
securities registered hereunder may be sold separately or together
with other securities registered hereunder. The securities
registered also include such indeterminate number of shares
of common stock, preferred
stock and amount of debt securities as may be issued upon
conversion of or exchange for preferred stock or debt securities,
upon exercise of warrants or pursuant to the anti-dilution
provisions of any such securities. In addition, pursuant to Rule
416 under the Securities Act, the shares being registered hereunder
include such indeterminate number of shares of common stock
and preferred stock as may be issuable
with respect to the shares being registered hereunder as a result
of stock splits, stock dividends or similar
transactions.
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(3)
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The proposed maximum aggregate offering price per class of security
will be determined from time to time by the Registrant in
connection with the issuance by the Registrant of the securities
registered hereunder and is not specified as to each class of
security.
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The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said section 8(a),
may determine.
EXPLANATORY NOTE
This
Registration Statement contains two prospectuses:
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a base prospectus which
covers the offering, issuance and sale by us of up to $100 million of our common stock, preferred
stock, debt securities, warrants and/or units; and
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a sales agreement
prospectus covering the offering, issuance and sale by us of up to
a maximum aggregate offering price of $75 million of our common stock that may be
issued and sold under the Equity Distribution Agreement with
Maxim Group LLC.
The base
prospectus immediately follows this explanatory note. The specific
terms of any securities to be offered pursuant to the base
prospectus other than the shares under the sales agreement will be
specified in a prospectus supplement to the base prospectus. The
specific terms of the securities to be issued and sold under the
sales agreement are specified in the sales agreement prospectus
that immediately follows the base prospectus. The $75 million of common stock that may be
offered, issued and sold under the sales agreement prospectus is
included in the $100 million of
securities that may be offered, issued and sold by us under the
base prospectus.
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The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
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PRELIMINARY PROSPECTUS
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SUBJECT TO COMPLETION
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DATED SEPTEMBER 3, 2021
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$100,000,000
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
UNITS
From time to time, we may offer and sell, in one or more offerings,
up to $100 million of any combination of the securities described
in this prospectus. We may also offer securities as may be issuable
upon conversion, repurchase, exchange or exercise of any securities
registered hereunder, including any applicable anti-dilution
provisions.
This prospectus provides a general description of the securities we
may offer from time to time. Each time we offer securities, we will
provide specific terms of the securities offered in a supplement to
this prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with an offering.
The prospectus supplement and any related free writing prospectus
may also add, update or change information contained in this
prospectus. You should carefully read this prospectus, the
applicable prospectus supplement and any related free writing
prospectus, as well as any documents incorporated by reference,
before you invest in any of the securities being
offered.
Our common stock is listed on the Nasdaq Capital Market under the
ticker symbol “SLGG.” On September 2, 2021, the last
reported sale price per share of our common stock
was $4.20 per
share.
We may offer and sell our securities to or through
one or more agents, underwriters, dealers or other third parties or
directly to one or more purchasers on a continuous or delayed
basis. If agents, underwriters or dealers are used to sell our
securities, we will name them and describe their compensation in a
prospectus supplement. The price to the public of our securities
and the net proceeds we expect to receive from the sale of such
securities will also be set forth in a prospectus supplement. For
additional information on the methods of sale, you should refer to
the section entitled “Plan of Distribution” in this
prospectus.
Our business and investing in our
securities involves significant risks. You should review carefully
the risks and uncertainties referenced under the heading
“Risk Factors” on page 4of this prospectus, as well as those contained in
the applicable prospectus supplement and any related free writing
prospectus, and in the other documents that are incorporated by
reference into this prospectus or the applicable prospectus
supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is
[●], 2021
SUPER LEAGUE GAMING, INC.
TABLE OF CONTENTS
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This prospectus is part of a registration
statement filed with the Securities and Exchange Commission
(the “SEC”), using a “shelf” registration
process. Under this shelf registration process, we may sell
the securities described in this prospectus in one or more
offerings. This prospectus provides you with a general
description of the securities which may be offered. Each time
we offer securities for sale, we will provide a prospectus
supplement that contains information about the specific terms of
that offering. Any prospectus supplement may also add or update
information contained in this prospectus. You should read both
this prospectus and any prospectus supplement together with
additional information described below under
“Where You Can Find More
Information” and
“Incorporation of Certain
Information by Reference.”
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
You should rely only on the information contained or incorporated
by reference in this prospectus, and in any prospectus
supplement. We have not authorized any other person to provide
you with different information. If anyone provides you with
different or inconsistent information, you should not rely on
it. We are not making offers to sell or solicitations to buy
the securities described in this prospectus in any jurisdiction in
which an offer or solicitation is not authorized, or in which the
person making that offer or solicitation is not qualified to do so
or to anyone to whom it is unlawful to make an offer or
solicitation. You should not assume that the information in
this prospectus or any prospectus supplement, as well as the
information we file or previously filed with the SEC that we
incorporate by reference in this prospectus or any prospectus
supplement, is accurate as of any date other than its respective
date. Our business, financial condition, results of operations
and prospects may have changed since those dates.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but
reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual
documents. Copies of some of the documents referred to herein have
been filed, will be filed or will be incorporated by reference as
exhibits to the registration statement of which this prospectus is
a part, and you may obtain copies of those documents as described
below under the heading “Where You Can Find More
Information.”
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This summary highlights information
contained elsewhere in this prospectus. This summary does not
contain all the information you should consider before buying our
securities. You should read the following summary together with the
more detailed information appearing in this prospectus and any
accompanying prospectus supplement, including the
information discussed under “Risk Factors” in this
prospectus and the documents incorporated by reference and our
financial statements and related notes that are incorporated by
reference in this prospectus, before
deciding whether to purchase our securities.
Unless the context requires otherwise, the words "we," "us," "our,"
the "Company," and "Super League" refer collectively to Super
League Gaming, Inc., a Delaware corporation, and its
subsidiaries.
Company Overview
Super League is a leading video game entertainment and experiences
company that gives tens of millions of players multiple ways to
create, connect, compete, and enjoy the video games they love.
Fueled by proprietary and patented technology systems, the
company’s offerings include gameplay properties in which
young gamers form vibrant in-game communities, content creation
platforms that power live broadcasts and on-demand video series
that generate billions of views annually across the world’s
biggest distribution channels, and competitive gaming tournaments
featuring many of the most popular global titles. Through
partnerships with top consumer brands, in-game player and brand
monetization, and a fully virtual cloud-based video production
studio, Super League is building a broadly inclusive business at
the intersection of content creation, creator monetization, and
both casual and competitive gameplay.
Executive Summary
We believe
Super League is on the leading edge of the rapidly growing
competitive video gaming industry, which has become an established
and vital part of the entertainment landscape. We believe there is
a significant opportunity for the world of mainstream competitive
players and creators who want their own esports and entertainment
experience. These players and creators enjoy the competition, the
social interaction and community, and the entertainment value
associated with playing, creating and watching others
play.
Super League is a critically important component in providing the
infrastructure for mainstream competitive video gaming content and
gameplay, that is synergistic and accretive to the greater esports
ecosystem. Over the past five years, we believe we have become the
preeminent brand for gamers by providing a proprietary software
platform that allows them to create, compete, socialize and
spectate gameplay and entertainment, both physically and digitally
online. Our creator and player platform generates a significant
amount of derivative gameplay content for further syndication
beyond our own digital channels.
The fundamental driver of our business model and monetization
strategy is creating deep community engagement through our highly
personalized experiences that, when coupled with the critical mass
of our large digital audiences, provides the depth and volume for
premium content and offer monetization differentiated from a more
traditional, commoditized advertising model. The combination of our
physical venue network and digital programming channels, with Super
League’s cloud-based, digital products platform technology at
the hub, creates the opportunity for not just a share of the
player’s wallet, but also the advertiser’s wallet. We
do this by offering brand sponsors and advertisers a premium
marketing channel to reach elusive Generation Z and Millennial
gamers and creators and offering players ways to access exclusive
tournaments and programming.
Risk
Factors
Our business is subject to substantial risk.
Please carefully consider the section titled “Risk
Factors” beginning on page 4of this prospectus for a discussion of the factors
you should carefully consider before deciding to purchase
securities that may be offered in this
prospectus.
Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair
our business operations. You should be able to bear a complete loss
of your investment.
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Implications of Being an Emerging Growth Company
As a company
with less than $1.07 billion in revenue during our most recently
completed fiscal year, we qualify as an “emerging growth
company” as defined in the Jumpstart Our Business Startups
Act of 2012 (the “JOBS
Act”). An emerging growth company may take advantage
of specified reduced reporting and other burdens that are otherwise
applicable generally to public companies. These provisions
include:
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A requirement to have only
two years of audited financial statements and only two years of
related Management’s Discussion and Analysis of Financial
Condition and Results of Operations;
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An exemption from the
auditor attestation requirement on the effectiveness of our
internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act
”);
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An extended transition
period for complying with new or revised accounting
standards;
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Reduced disclosure about
our executive compensation arrangements; and
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No non-binding advisory
votes on executive compensation or golden parachute
arrangements.
Certain of these reduced reporting requirements and exemptions are
also available to us due to the fact that we also qualify as a
“smaller reporting company” under the SEC’s
rules. For instance, smaller reporting companies are not required
to obtain an auditor attestation and report regarding
management’s assessment of internal control over financial
reporting; are not required to provide a compensation discussion
and analysis; are not required to provide a pay-for-performance
graph or CEO pay ratio disclosure; and may present only two years
of audited financial statements and related MD&A
disclosure.
We may take advantage of these provisions from the JOBS Act until
the end of the fiscal year in which the fifth anniversary of our
initial public offering, or such earlier time when we no longer
qualify as an emerging growth company. We would cease to be an
emerging growth company on the earlier of (i) the last day of the
fiscal year (a) in which we have more than $1.07 billion in annual
revenue or (b) in which we have more than $700 million in market
value of our capital stock held by non-affiliates, or (ii) the date
on which we issue more than $1.0 billion of non-convertible debt
over a three-year period. We may choose to take advantage of some
but not all of these reduced burdens under the JOBS Act. We have
taken advantage of other reduced reporting requirements in this
prospectus, and we may choose to do so in future filings. To the
extent we do, the information that we provide stockholders may be
different than you might get from other public companies in which
you hold equity interests.
Corporate Information
Super League
Gaming, Inc. was incorporated under the laws of the State of
Delaware on October 1, 2014 as Nth Games, Inc. On June 15, 2015, we
changed our corporate name from Nth Games, Inc. to Super League
Gaming, Inc. Our principal executive offices are located at 2912
Colorado Avenue, Suite #203, Santa Monica, California 90404, our
Company telephone number is (802)
294-2754, and our investor relations contact number is (949)
574-3860.
Our corporate
website address is www.superleague.com. Information contained in, or
accessible through, our website is not a part of this prospectus,
and the inclusion of our website address in this prospectus is an
inactive textual reference only.
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Investing in our securities involves a high degree
of risk. Before deciding whether to purchase any of our securities,
you should carefully consider the risks and uncertainties described
under “Risk
Factors” in our Annual
Report on Form 10-K for the fiscal year ended
December 31, 2020, any subsequent Quarterly Report on
Form 10-Q and our other filings with the SEC, all of which are
incorporated by reference herein. If any of these risks actually
occur, our business, financial condition and results of operations
could be materially and adversely affected and we may not be able
to achieve our goals, the value of our securities could decline and
you could lose some or all of your investment. Additional risks not
presently known to us or that we currently deem immaterial may also
impair our business operations. If any of these risks occur, the
trading price of our common stock could decline materially and you
could lose all or part of your investment.
CAUTIONARY
NOTES REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference
herein contain forward-looking statements that involve
substantial risks and uncertainties. The forward-looking statements
are contained principally in the sections of this prospectus titled
“Prospectus
Summary” and “Risk Factors,” in sections of our
Annual Report on Form 10-K for the year ended December 31, 2020
titled “Risk
Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and
“Business,” but
are also contained elsewhere in this prospectus. In some cases, you
can identify forward-looking statements by the words
“anticipate,”
“believe,”
“continue,”
“could,”
“estimate,”
“expect,”
“intend,”
“may,”
“might,”
“objective,”
“ongoing,”
“plan,”
“predict,”
“project,”
“potential,”
“should,”
“will,” or
“would,” or the
negative of these terms, or other comparable terminology intended
to identify statements about the future. Although we believe that
we have a reasonable basis for each forward-looking statement
contained in this prospectus, we caution you that these statements
are based on a combination of facts and factors currently known by
us and our expectations of the future, about which we cannot be
certain. These statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
levels of activity, performance or achievements to be materially
different from the information expressed or implied by these
forward-looking statements. Factors that could cause such
difference, include:
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overall strength and stability of general economic
conditions and of the electronic video game sports
(“esports”) industry in the United States and
globally;
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changes in consumer demand for, and acceptance of, our services and
the games that we license for our tournaments and other
experiences, as well as online gaming in general;
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changes in the competitive environment, including adoption of
technologies, services and products that compete with our
own;
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our ability to generate consistent revenue;
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our ability to effectively execute our business plan;
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changes in the price of streaming services, licensing fees, and
network infrastructure, hosting and maintenance;
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changes in laws or regulations governing our business and
operations;
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our ability to maintain adequate liquidity and financing sources
and an appropriate level of debt on terms favorable to
us;
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our ability to effectively market our services;
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costs and risks associated with litigation;
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our ability to obtain and protect our existing intellectual
property protections, including patents, trademarks and
copyrights;
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our ability to obtain and enter into new licensing agreements with
game publishers and owners;
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changes in accounting principles, or their application or
interpretation, and our ability to make estimates and the
assumptions underlying the estimates, which could have an effect on
earnings;
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interest rates and the credit markets; and
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other risks and uncertainties, including those
described under Item 1A, “Risk
Factors,” in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
and subsequent Quarterly Reports on Form 10-Q, which risk factors
are incorporated herein by reference.
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This list of
factors that may affect future performance and the accuracy of
forward-looking statements is illustrative, but not exhaustive. New
risk factors and uncertainties not described here or elsewhere in
this prospectus, including in the sections entitled
“Risk Factors,”
may emerge from time to time. Moreover, because we operate in a
competitive and rapidly changing environment, it is not possible
for our management to predict all risk factors and uncertainties,
nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements we may make. The forward-looking
statements are also subject to the risks and uncertainties specific
to our Company, including but not limited to the fact that we have
only a limited operating history as a public company. In light of
these risks, uncertainties and assumptions, the future events and
trends discussed in this prospectus may not occur, and actual
results could differ materially and adversely from those
anticipated or implied in the forward-looking
statements.
You should not
rely upon forward-looking statements as predictions of future
events. Although we believe the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee that
the future results, levels of activity, performance and events and
circumstances reflected in the forward-looking statements will be
achieved or occur. Moreover, neither we nor any other person assume
responsibility for the accuracy and completeness of the
forward-looking statements. Except as
required by applicable law, including the securities laws of the
United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
You should read
this prospectus, any prospectus supplement and the documents
incorporated herein and those documents filed as exhibits to the
registration statement, of which this prospectus is a part, with
the understanding that our actual future results, levels of
activity, performance and achievements may be materially different
from what we expect.
Use
of Market and Industry Data
This prospectus includes market and industry data that we have
obtained from third party sources, including industry publications,
as well as industry data prepared by our management on the basis of
its knowledge of and experience in the industries in which we
operate (including our management’s estimates and assumptions
relating to such industries based on that knowledge). Management
has developed its knowledge of such industries through its
experience and participation in these industries. While our
management believes the third-party sources referred to in this
prospectus are reliable, neither we nor our management have
independently verified any of the data from such sources referred
to in this prospectus or ascertained the underlying economic
assumptions relied upon by such sources. Furthermore, references in
this prospectus to any publications, reports, surveys or articles
prepared by third parties should not be construed as depicting the
complete findings of the entire publication, report, survey or
article. The information in any such publication, report, survey or
article is not incorporated by reference in this
prospectus.
Forecasts and other forward-looking information obtained from these
sources involve risks and uncertainties and are subject to change
based on various factors.
Unless otherwise provided in the applicable
prospectus supplement, we intend to use the net proceeds from the
sale of the securities under this prospectus primarily
for working capital and general
corporate purposes, including sales and marketing activities, product
development and capital expenditures. We may also use a portion of
the net proceeds for the acquisition of, or investment in,
technologies, solutions or businesses. However, we have no present
commitments or agreements to enter into any acquisitions or
investments.
Investors are
cautioned, however, that expenditures may vary substantially from
these uses. Investors will be relying on the judgment of our
management, who will have broad discretion regarding the
application of the proceeds of this offering. The amounts and
timing of our actual expenditures will depend upon numerous
factors, including the amount of cash generated by our operations,
the amount of competition and other operational factors. We may
find it necessary or advisable to use portions of the proceeds from
this offering for other purposes.
From time to
time, we evaluate these and other factors and we anticipate
continuing to make such evaluations to determine if the existing
allocation of resources, including the proceeds of this offering,
is being optimized. Pending
these uses, we may invest the net proceeds from this offering in
short-term, investment-grade interest-bearing securities such as
money market accounts, certificates of deposit, commercial paper
and guaranteed obligations of the U.S. government.
We cannot predict whether the proceeds
invested will yield a favorable return.
DESCRIPTION OF OUR
CAPITAL STOCK
General
Our Amended and Restated certificate of
incorporation (our “Charter”) authorizes the issuance of up to
100,000,000 shares of common stock, par value $0.001 per share, and
10,000,000 shares of preferred stock, par value $0.001 per
share.
Summary of Securities
The following
description summarizes certain terms of our capital stock,
including the number of shares of common stock that are authorized
for issuance under our Charter, and the authorization of shares of
preferred stock. Because the foregoing is only a summary, it does
not contain all the information that may be important to you. For a
complete description of the matters set forth in this section you
should refer to our Charter and Amended and Restated Bylaws (our
“Bylaws”),
which are included as exhibits to this prospectus, and to the applicable
provisions of Delaware law.
Common Stock
Our Amended and Restated Charter currently
authorizes 100.0 million shares of common stock for issuance. As of
September 2, 2021, there were 35,778,259 shares of our common stock
issued and outstanding, which were held by approximately 160
stockholders of record, approximately 2,266,151 shares of common
stock issuable upon exercise of warrants to purchase our common
stock, 2,362,238 shares of common stock issuable upon exercise of
options held, 360,896 shares of our common stock issuable upon the
vesting of restricted stock units held, and 1,912,089 shares of
common stock authorized and available for issuance pursuant to our
Amended and Restated 2014 Stock Incentive Plan (the
“2014
Plan”). Each holder of
common stock is entitled to one vote for each share of common stock
held on all matters submitted to a vote of the stockholders,
including the election of directors. Neither our Charter or Bylaws
do not and will not provide for cumulative voting
rights.
Holders of our common stock have no preemptive, conversion or
subscription rights, and there are no redemption or sinking fund
provisions applicable to the common stock. The rights, preferences
and privileges of the holders of common stock are subject to, and
may be adversely affected by, the rights of the holders of shares
of any series of our preferred stock that we may designate and
issue in the future.
Preferred Stock
Under our Amended and Restated Charter, our Board of Directors has
the authority, without further action by our stockholders, to issue
up to 10.0 million shares of preferred stock in one or more series
and to fix the voting powers, designations, preferences and the
relative participating, optional or other special rights and
qualifications, limitations and restrictions of each series,
including, without limitation, dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption, liquidation
preferences and the number of shares constituting any
series.
As of September 2, 2021, no shares of our authorized preferred
stock are outstanding. Because our Board of Directors has the power
to establish the preferences and rights of the shares of any
additional series of preferred stock, it may afford holders of any
preferred stock preferences, powers and rights, including voting
and dividend rights, senior to the rights of holders of our common
stock, which could adversely affect the holders of the common stock
and could delay, discourage or prevent a takeover of us even if a
change of control of our company would be beneficial to the
interests of our stockholders.
Anti-Takeover Matters
Charter and Bylaw Provisions
The provisions
of Delaware law, our Charter, and our Bylaws include a number of
provisions that may have the effect of delaying, deferring, or
discouraging another person from acquiring control of our company
and discouraging takeover bids. These provisions may also have the
effect of encouraging persons considering unsolicited tender offers
or other unilateral takeover proposals to negotiate with our Board
rather than pursue non-negotiated takeover attempts. These
provisions include the items described below.
Board Composition and Filling Vacancies
Our Bylaws
provide that any vacancy on our Board may only be filled by the
affirmative vote of a majority of our directors then in office,
even if less than a quorum. Further, any directorship vacancy
resulting from an increase in the size of our Board of Directors,
may be filled by election of the Board of Directors, but only for a
term continuing until the next election of directors by our
stockholders.
No Cumulative Voting
The Delaware
General Corporation Law (the “DGCL”) provides that stockholders
are not entitled to the right to cumulate votes in the election of
directors unless certificate of incorporation of the Company in
which they own stock provides otherwise. Neither our Charter nor
our Bylaws provide that our stockholders shall be entitled to
cumulative voting.
Delaware Anti-Takeover Statute
We are subject
to the provisions of Section 203 of the DGCL. In general, Section
203 prohibits persons deemed to be
“interested stockholders” from engaging in a
“business combination” with a publicly held Delaware
corporation for three years following the date these persons become
interested stockholders unless the business combination is, or the
transaction in which the person became an interested stockholder
was, approved in a prescribed manner or another prescribed
exception applies. Generally, an “interested
stockholder” is a person who, together with affiliates and
associates, owns, or within three years prior to the determination
of interested stockholder status did own, 15% or more of a
corporation’s voting stock. Generally, a “business
combination” includes a merger, asset or stock sale, or other
transaction resulting in a financial benefit to the interested
stockholder. The existence of this provision may have an
anti-takeover effect with respect to transactions not approved in
advance by the Board. A Delaware corporation may “opt
out” of these provisions with an express provision in its
original certificate of incorporation or an express provision in
its certificate of incorporation or bylaws resulting from an
amendment approved by at least a majority of the outstanding voting
shares. We have not opted out of these provisions. As a result,
mergers or other takeover or change in control attempts of us may
be discouraged or prevented.
Choice of Forum
Our Bylaws
provide that Delaware will be the exclusive forum for any
derivative action or proceeding brought on our behalf; any action
asserting a breach of fiduciary duty; any action asserting a claim
against us arising pursuant to the DGCL, our Charter or our Bylaws;
or any action asserting a claim against us that is governed by the
internal affairs doctrine. The enforceability of similar choice of
forum provisions in other companies’ certificates of
incorporation has been challenged in legal proceedings, and it is
possible that a court could find these types of provisions to be
inapplicable or unenforceable.
Because the
applicability of the exclusive forum provision is limited to the
extent permitted by law, we believe that the exclusive forum
provision would not apply to suits brought to enforce any duty or
liability created by the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), the
Securities Act of 1933, as amended (the “Securities
Act”), any other
claim for which the federal courts have exclusive jurisdiction
or concurrent
jurisdiction over all suits
brought to enforce any duty or liability created by the Securities
Act. We note that there is uncertainty as to whether a court would
enforce the provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations
thereunder. Although we believe this provision benefits us by
providing increased consistency in the application of Delaware law
in the types of lawsuits to which it applies, the provision may
have the effect of discouraging lawsuits against our directors and
officers.
Listing
Our common stock is listed on the Nasdaq Capital Market under the
symbol “SLGG.”
Transfer Agent and Registrar
Our transfer agent is Issuer
Direct whose address is 1981 E.
Murray Holladay Rd #100, Salt Lake City, Utah 84117 and its
telephone number is (801) 272-9294.
DESCRIPTION OF OUR DEBT
SECURITIES
This section describes the general terms and provisions of debt
securities that we may issue from time to time. We may issue debt
securities, in one or more series, as either senior or subordinated
debt or as senior or subordinated convertible debt. While the terms
we have summarized below will apply generally to any future debt
securities we may offer under this prospectus, the applicable
prospectus supplement or free writing prospectus will describe the
specific terms of any debt securities offered through that
prospectus supplement or free writing prospectus. The terms of any
debt securities we offer under a prospectus supplement or free
writing prospectus may differ from the terms we describe below.
Unless the context requires otherwise, whenever we refer to the
“indentures,” we also are referring to any supplemental
indentures that specify the terms of a particular series of debt
securities.
In the event
that we issue any debt securities, we will issue such senior debt
securities under a senior indenture that we will enter into with
the trustee named in such senior indenture. We will file forms of
these documents as exhibits to the registration statement, of which
this prospectus is a part, and supplemental indentures and forms of
debt securities containing the terms of the debt securities being
offered will be filed as exhibits to the registration statement of
which this prospectus is a part or will be incorporated by
reference from reports that we file with the SEC.
The indentures
will be qualified under the Trust Indenture Act of 1939, as
amended, (the “Trust
Indenture Act”). We use the term “trustee”
to refer to either the trustee under the senior indenture or the
trustee under the subordinated indenture, as
applicable.
The following
summaries of material provisions of potential senior debt
securities, subordinated debt securities and the indentures are
subject to, and qualified in their entirety by reference to, all of
the provisions of the indenture applicable to a particular series
of debt securities. We urge you to read the applicable prospectus
supplement or free writing prospectus and any related free writing
prospectuses related to the debt securities that we may offer under
this prospectus, as well as the complete applicable indenture that
contains the terms of the debt securities. Except as we may
otherwise indicate, the terms of the senior indenture and the
subordinated indenture are identical.
General
We will
describe in the applicable prospectus supplement or free writing
prospectus the terms of the series of debt securities being
offered, including:
●
the principal amount being
offered, and if a series, the total amount authorized and the total
amount outstanding;
●
any limit on the amount
that may be issued;
●
whether or not we will
issue the series of debt securities in global form, and, if so, the
terms and who the depository will be;
●
whether and under what
circumstances, if any, we will pay additional amounts on any debt
securities held by a person who is not a United States person for
tax purposes, and whether we can redeem the debt securities if we
have to pay such additional amounts;
●
the annual interest rate,
which may be fixed or variable, or the method for determining the
rate and the date interest will begin to accrue, the dates interest
will be payable and the regular record dates for interest payment
dates or the method for determining such dates;
●
whether or not the debt
securities will be secured or unsecured, and the terms of any
secured debt;
●
the terms of the
subordination of any series of subordinated debt;
●
the place where payments
will be payable;
●
restrictions on transfer,
sale or other assignment, if any;
●
our right, if any, to defer
payment of interest and the maximum length of any such deferral
period;
●
the date, if any, after
which, the conditions upon which, and the price at which, we may,
at our option, redeem the series of debt securities pursuant to any
optional or provisional redemption provisions and the terms of
those redemption provisions;
●
the date, if any, on which,
and the price at which we are obligated, pursuant to any mandatory
sinking fund or analogous fund provisions or otherwise, to redeem,
or at the holder’s option, to purchase, the series of debt
securities and the currency or currency unit in which the debt
securities are payable;
●
whether the indenture will
restrict our ability or the ability of our subsidiaries
to:
●
incur additional
indebtedness;
●
issue additional
securities;
●
pay dividends or make
distributions in respect of our capital stock or the capital stock
of our subsidiaries;
●
place restrictions on our
subsidiaries’ ability to pay dividends, make distributions or
transfer assets;
●
make investments or other
restricted payments;
●
sell or otherwise dispose
of assets;
●
enter into sale-leaseback
transactions;
●
engage in transactions with
stockholders or affiliates;
●
issue or sell stock of our
subsidiaries; or
●
effect a consolidation or
merger;
●
whether the indenture will
require us to maintain any interest coverage, fixed charge, cash
flow-based, asset-based or other financial ratios;
●
a discussion of certain
material or special United States federal income tax considerations
applicable to the debt securities;
●
information describing any
book-entry features;
●
provisions for a sinking
fund purchase or other analogous fund, if any;
●
the applicability of the
provisions in the indenture on discharge;
●
whether the debt securities
are to be offered at a price such that they will be deemed to be
offered at an “original issue discount” as defined in
paragraph (a) of Section 1273 of the Internal Revenue Code of 1986,
as amended;
●
the denominations in which
we will issue the series of debt securities, if other than
denominations of $1,000 and any integral multiple
thereof;
●
the currency of payment of
debt securities if other than U.S. dollars and the manner of
determining the equivalent amount in U.S. dollars; and
●
any other specific terms,
preferences, rights or limitations of, or restrictions on, the debt
securities, including any additional events of default or covenants
provided with respect to the debt securities, and any terms that
may be required by us or advisable under applicable laws or
regulations or advisable in connection with the marketing of the
debt securities.
Conversion or Exchange Rights
We will set
forth in the applicable prospectus supplement or free writing
prospectus the terms on which a series of debt securities may be
convertible into or exchangeable for our common stock, our
preferred stock or other securities (including securities of a
third-party). We will include provisions as to whether conversion
or exchange is mandatory, at the option of the holder or at our
option. We may include provisions pursuant to which the number of
shares of our common stock, our preferred stock or other securities
(including securities of a third-party) that the holders of the
series of debt securities receive would be subject to
adjustment.
Consolidation, Merger or Sale
Unless we
provide otherwise in the prospectus supplement or free writing
prospectus applicable to a particular series of debt securities,
the indentures will not contain any covenant that restricts our
ability to merge or consolidate, or sell, convey, transfer or
otherwise dispose of all or substantially all of our assets.
However, any successor to or acquirer of such assets must assume
all of our obligations under the indentures or the debt securities,
as appropriate. If the debt securities are convertible into or
exchangeable for other securities of ours or securities of other
entities, the person with whom we consolidate or merge or to whom
we sell all of our property must make provisions for the conversion
of the debt securities into securities that the holders of the debt
securities would have received if they had converted the debt
securities before the consolidation, merger or sale.
Events of Default Under the Indenture
Unless we
provide otherwise in the prospectus supplement or free writing
prospectus applicable to a particular series of debt securities,
the following are events of default under the indentures with
respect to any series of debt securities that we may
issue:
●
if we fail to pay interest
when due and payable and our failure continues for 90 days and the
time for payment has not been extended;
●
if we fail to pay the
principal, premium or sinking fund payment, if any, when due and
payable at maturity, upon redemption or repurchase or otherwise,
and the time for payment has not been extended;
●
if we fail to observe or
perform any other covenant contained in the debt securities or the
indentures, other than a covenant specifically relating to another
series of debt securities, and our failure continues for 90 days
after we receive notice from the trustee or holders of at least 25%
in aggregate principal amount of the outstanding debt securities of
the applicable series; and
●
if specified events of
bankruptcy, insolvency or reorganization occur.
We will
describe in each applicable prospectus supplement or free writing
prospectus any additional events of default relating to the
relevant series of debt securities.
If an event of
default with respect to debt securities of any series occurs and is
continuing, other than an event of default specified in the last
bullet point above, the trustee or the holders of at least 25% in
aggregate principal amount of the outstanding debt securities of
that series, by notice to us in writing, and to the trustee if
notice is given by such holders, may declare the unpaid principal,
premium, if any, and accrued interest, if any, due and payable
immediately. If an event of default specified in the last bullet
point above occurs with respect to us, the unpaid principal,
premium, if any, and accrued interest, if any, of each issue of
debt securities then outstanding shall be due and payable without
any notice or other action on the part of the trustee or any
holder.
The holders of
a majority in principal amount of the outstanding debt securities
of an affected series may waive any default or event of default
with respect to the series and its consequences, except defaults or
events of default regarding payment of principal, premium, if any,
or interest, unless we have cured the default or event of default
in accordance with the indenture. Any waiver shall cure the default
or event of default.
Subject to the
terms of the indentures, if an event of default under an indenture
shall occur and be continuing, the trustee will be under no
obligation to exercise any of its rights or powers under such
indenture at the request or direction of any of the holders of the
applicable series of debt securities, unless such holders have
offered the trustee reasonable indemnity or security satisfactory
to it against any loss, liability or expense. The holders of a
majority in principal amount of the outstanding debt securities of
any series will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the
trustee, or exercising any trust or power conferred on the trustee,
with respect to the debt securities of that series, provided
that:
●
the direction so given by
the holder is not in conflict with any law or the applicable
indenture; and
●
subject to its duties under
the Trust Indenture Act, the trustee need not take any action that
might involve it in personal liability or might be unduly
prejudicial to the holders not involved in the
proceeding.
A holder of the
debt securities of any series will have the right to institute a
proceeding under the indentures or to appoint a receiver or
trustee, or to seek other remedies if:
●
the holder has given
written notice to the trustee of a continuing event of default with
respect to that series;
●
the holders of at least 25%
in aggregate principal amount of the outstanding debt securities of
that series have made written request, and such holders have
offered reasonable indemnity to the trustee or security
satisfactory to it against any loss, liability or expense or to be
incurred in compliance with instituting the proceeding as trustee;
and
●
the trustee does not
institute the proceeding, and does not receive from the holders of
a majority in aggregate principal amount of the outstanding debt
securities of that series other conflicting directions within 90
days after the notice, request and offer.
These
limitations do not apply to a suit instituted by a holder of debt
securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities, or other defaults that
may be specified in the applicable prospectus supplement or free
writing prospectus.
We will
periodically file statements with the trustee regarding our
compliance with specified covenants in the indentures.
Modification of Indenture; Waiver
Subject to the
terms of the indenture for any series of debt securities that we
may issue, we and the trustee may change an indenture without the
consent of any holders with respect to the following specific
matters:
●
to fix any ambiguity,
defect or inconsistency in the indenture;
●
to comply with the
provisions described above under “Description of Our Debt
Securities—Consolidation, Merger or
Sale;”
●
to comply with any
requirements of the SEC in connection with the qualification of any
indenture under the Trust Indenture Act;
●
to add to, delete from or
revise the conditions, limitations, and restrictions on the
authorized amount, terms, or purposes of issue, authentication and
delivery of debt securities, as set forth in the
indenture;
●
to provide for the issuance
of and establish the form and terms and conditions of the debt
securities of any series as provided under “Description of Our Debt
Securities—General,” to establish the form of
any certifications required to be furnished pursuant to the terms
of the indenture or any series of debt securities, or to add to the
rights of the holders of any series of debt
securities;
●
to evidence and provide for
the acceptance of appointment hereunder by a successor
trustee;
●
to provide for
uncertificated debt securities and to make all appropriate changes
for such purpose;
●
to add to our covenants
such new covenants, restrictions, conditions or provisions for the
benefit of the holders, to make the occurrence, or the occurrence
and the continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an event of default or to
surrender any right or power conferred to us in the indenture;
or
●
to change anything that
does not materially adversely affect the interests of any holder of
debt securities of any series.
In addition,
under the indentures, the rights of holders of a series of debt
securities may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of each series
that is affected. However, subject to the terms of the indenture
for any series of debt securities that we may issue or as otherwise
provided in the prospectus supplement or free writing prospectus
applicable to a particular series of debt securities, we and the
trustee may make the following changes only with the consent of
each holder of any outstanding debt securities
affected:
●
extending the stated
maturity of the series of debt securities;
●
reducing the principal
amount, reducing the rate of or extending the time of payment of
interest, or reducing any premium payable upon the redemption or
repurchase of any debt securities; or
●
reducing the percentage of
debt securities, the holders of which are required to consent to
any amendment, supplement, modification or waiver.
Discharge
Each indenture
provides that, subject to the terms of the indenture and any
limitation otherwise provided in the prospectus supplement or free
writing prospectus applicable to a particular series of debt
securities, we can elect to be discharged from our obligations with
respect to one or more series of debt securities, except for
specified obligations, including obligations to:
●
register the transfer or
exchange of debt securities of the series;
●
replace stolen, lost or
mutilated debt securities of the series;
●
maintain paying
agencies;
●
hold monies for payment in
trust;
●
recover excess money held
by the trustee;
●
compensate and indemnify
the trustee; and
●
appoint any successor
trustee.
In order to
exercise our rights to be discharged, we must deposit with the
trustee money or government obligations sufficient to pay all the
principal of, and any premium and interest on, the debt securities
of the series on the dates payments are due.
Form, Exchange and Transfer
In the event
that we issue debt securities, we will issue such debt securities
of each series only in fully registered form without coupons and,
unless we otherwise specify in the applicable prospectus supplement
or free writing prospectus, in denominations of $1,000 and any
integral multiple thereof. The indentures provide that we may issue
debt securities of a series in temporary or permanent global form
and as book-entry securities that will be deposited with, or on
behalf of, The Depository Trust Company or another depository named
by us and identified in a prospectus supplement or free writing
prospectus with respect to that series.
At the option
of the holder, subject to the terms of the indentures and the
limitations applicable to global securities described in the
applicable prospectus supplement or free writing prospectus, the
holder of the debt securities of any series can exchange the debt
securities for other debt securities of the same series, in any
authorized denomination and of like tenor and aggregate principal
amount.
Subject to the
terms of the indentures and the limitations applicable to global
securities set forth in the applicable prospectus supplement or
free writing prospectus, holders of the debt securities may present
the debt securities for exchange or for registration of transfer,
duly endorsed or with the form of transfer endorsed thereon duly
executed if so required by us or the security registrar, at the
office of the security registrar or at the office of any transfer
agent designated by us for this purpose. Unless otherwise provided
in the debt securities that the holder presents for transfer or
exchange, we will make no service charge for any registration of
transfer or exchange, but we may require payment of any taxes or
other governmental charges.
We will name in
the applicable prospectus supplement or free writing prospectus the
security registrar, and any transfer agent in addition to the
security registrar, that we initially designate for any debt
securities. We may at any time designate additional transfer agents
or rescind the designation of any transfer agent or approve a
change in the office through which any transfer agent acts, except
that we will be required to maintain a transfer agent in each place
of payment for the debt securities of each series. If we elect to
redeem the debt securities of any series, we will not be required
to:
●
issue, register the
transfer of, or exchange any debt securities of that series during
a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of any debt securities
that may be selected for redemption and ending at the close of
business on the day of the mailing; or
●
register the transfer of or
exchange any debt securities so selected for redemption, in whole
or in part, except the unredeemed portion of any debt securities we
are redeeming in part.
Information Concerning the Trustee
The trustee,
other than during the occurrence and continuance of an event of
default under an indenture, undertakes to perform only those duties
as are specifically set forth in the applicable indenture. Upon an
event of default under an indenture, the trustee must use the same
degree of care as a prudent person would exercise or use in the
conduct of his or her own affairs.
Subject to this
provision, the trustee is under no obligation to exercise any of
the powers given it by the indentures at the request of any holder
of debt securities unless it is offered reasonable security and
indemnity against the costs, expenses and liabilities that it might
incur.
Payment and Paying Agents
Unless we
otherwise indicate in the applicable prospectus supplement or free
writing prospectus, we will make payment of the interest on any
debt securities on any interest payment date to the person in whose
name the debt securities, or one or more predecessor securities,
are registered at the close of business on the regular record date
for the interest.
We will pay
principal of and any premium and interest on the debt securities of
a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable
prospectus supplement or free writing prospectus, we will make
interest payments by check that we will mail to the holder or by
wire transfer to certain holders. Unless we otherwise indicate in
the applicable prospectus supplement or free writing prospectus, we
will designate the corporate trust office of the trustee as our
sole paying agent for payments with respect to debt securities of
each series. We will name in the applicable prospectus supplement
or free writing prospectus any other paying agents that we
initially designate for the debt securities of a particular series.
We will maintain a paying agent in each place of payment for the
debt securities of a particular series.
All money we
pay to a paying agent or the trustee for the payment of the
principal of or any premium or interest on any debt securities that
remains unclaimed at the end of two years after such principal,
premium or interest has become due and payable will be repaid to
us, and the holder of the debt security thereafter may look only to
us for payment thereof.
Governing Law
The indentures
and the debt securities will be governed by and construed in
accordance with the laws of the State of New York, except to the
extent that the Trust Indenture Act is applicable.
Ranking of Debt Securities
The
subordinated debt securities will be subordinate and junior in
priority of payment to certain of our other indebtedness to the
extent described in a prospectus supplement or free writing
prospectus. The subordinated indenture does not limit the amount of
subordinated debt securities that we may issue. It also does not
limit us from issuing any other secured or unsecured
debt.
The senior debt
securities will rank equally in right of payment to all our other
senior unsecured debt. The senior indenture does not limit the
amount of senior debt securities that we may issue. It also does
not limit us from issuing any other secured or unsecured
debt.
The following description, together with the additional information
we include in any applicable prospectus supplements or free writing
prospectus, summarizes the material terms and provisions of the
warrants that we may offer under this prospectus. Warrants may be
offered independently or together with common stock, preferred
stock and/or debt securities offered by any prospectus supplement
or free writing prospectus, and may be attached to or separate from
those securities. While the terms we have summarized below will
generally apply to any future warrants we may offer under this
prospectus, we will describe the particular terms of any warrants
that we may offer in more detail in the applicable prospectus
supplement or free writing prospectus. The terms of any warrants we
offer under a prospectus supplement or free writing prospectus may
differ from the terms we describe below.
In the event that we issue warrants, we will issue the warrants
under a warrant agreement, which we will enter into with a warrant
agent to be selected by us. Forms of these warrant agreements and
forms of the warrant certificates representing the warrants, and
the complete warrant agreements and forms of warrant certificates
containing the terms of the warrants being offered, will be filed
as exhibits to the registration statement of which this prospectus
is a part or will be incorporated by reference from reports that we
file with the SEC. We use the term “warrant agreement”
to refer to any of these warrant agreements. We use the term
“warrant agent” to refer to the warrant agent under any
of these warrant agreements. The warrant agent will act solely as
an agent of ours in connection with the warrants and will not act
as an agent for the holders or beneficial owners of the
warrants.
The following summaries of material provisions of the warrants and
the warrant agreements are subject to, and qualified in their
entirety by reference to, all the provisions of the warrant
agreement applicable to a particular series of warrants. We urge
you to read the applicable prospectus supplements or free writing
prospectus related to the warrants that we sell under this
prospectus, as well as the complete warrant agreements that contain
the terms of the warrants.
General
We will describe in the applicable prospectus supplement or free
writing prospectus the terms relating to a series of warrants. If
warrants for the purchase of common stock or preferred stock are
offered, the prospectus supplement or free writing prospectus will
describe the following terms, to the extent
applicable:
●
the
offering price and the aggregate number of warrants
offered;
●
the total
number of shares that can be purchased if a holder of the warrants
exercises them and, in the case of warrants for preferred stock,
the designation, total number and terms of the series of preferred
stock that can be purchased upon exercise;
●
the
designation and terms of any series of preferred stock with which
the warrants are being offered and the number of warrants being
offered with each share of common stock or preferred
stock;
●
the
designation, aggregate principal amount, currencies, denominations
and terms of the series of debt securities that can be purchased if
a holder exercises a warrant;
●
the
designation and terms of any series of debt securities with which
the warrants are being offered and the number of warrants offered
with each such debt security;
●
the date on
and after which the holder of the warrants can transfer them
separately from the related common stock;
●
the number
of shares of common stock or preferred stock that can be purchased
if a holder exercises the warrant and the price at which such
common stock or preferred stock may be purchased upon exercise,
including, if applicable, any provisions for changes to or
adjustments in the exercise price and in the securities or other
property receivable upon exercise;
●
the terms
of any rights to redeem or call, or accelerate the expiration of,
the warrants;
●
the date on
which the right to exercise the warrants begins and the date on
which that right expires;
●
federal
income tax consequences of holding or exercising the warrants;
and
●
any other
specific terms, preferences, rights or limitations of, or
restrictions on, the warrants.
Exercise of Warrants
Each holder of a warrant is entitled to purchase the number of
shares of common stock or preferred stock, or the principal amount
of debt securities, as the case may be, at the exercise price
described in the applicable prospectus supplement or free writing
prospectus. After the close of business on the day when the right
to exercise terminates (or a later date if we extend the time for
exercise), unexercised warrants will become void.
A holder of warrants may exercise them by following the general
procedure outlined below:
●
delivering to the warrant
agent the payment required by the applicable prospectus supplement
or free writing prospectus to purchase the underlying
security;
●
properly completing and
signing the reverse side of the warrant certificate representing
the warrants; and
●
delivering the warrant
certificate representing the warrants to the warrant agent within
five business days of the warrant agent receiving payment of the
exercise price.
If you comply with the procedures described above, your warrants
will be considered to have been exercised when the warrant agent
receives payment of the exercise price, subject to the transfer
books for the securities issuable upon exercise of the warrant not
being closed on such date. After you have completed those
procedures and subject to the foregoing, we will, as soon as
practicable, issue and deliver to you the shares of common stock,
preferred stock or debt securities that you purchased upon
exercise. If you exercise fewer than all of the warrants
represented by a warrant certificate, a new warrant certificate
will be issued to you for the unexercised amount of warrants.
Holders of warrants will be required to pay any tax or governmental
charge that may be imposed in connection with transferring the
underlying securities in connection with the exercise of the
warrants.
Amendments and Supplements to the Warrant Agreements
We may amend or supplement a warrant agreement without the consent
of the holders of the applicable warrants to cure ambiguities in
the warrant agreement, to cure or correct a defective provision in
the warrant agreement, or to provide for other matters under the
warrant agreement that we and the warrant agent deem necessary or
desirable, so long as, in each case, such amendments or supplements
do not materially adversely affect the interests of the holders of
the warrants.
Warrant Adjustments
Unless the applicable prospectus supplement or free writing
prospectus states otherwise, the exercise price of, and the number
of securities covered by, a common stock or a preferred stock
warrant will be adjusted proportionately if we subdivide or combine
our common stock or preferred stock, as applicable. In addition,
unless the prospectus supplement or free writing prospectus states
otherwise, if we, without receiving payment:
●
issue capital stock or
other securities convertible into or exchangeable for common stock
or preferred stock, or any rights to subscribe for, purchase or
otherwise acquire any of the foregoing, as a dividend or
distribution to holders of our common stock or preferred
stock;
●
pay any cash to holders of
our common stock or preferred stock other than a cash dividend paid
out of our current or retained earnings or other than in accordance
with the terms of the preferred stock;
●
issue any evidence of our
indebtedness or rights to subscribe for or purchase our
indebtedness to holders of our common stock or preferred stock;
or
●
issue common stock or
preferred stock or additional stock or other securities or property
to holders of our common stock or preferred stock by way of
spinoff, split-up, reclassification, combination of shares or
similar corporate rearrangement,
then the holders of common stock or preferred stock warrants will
be entitled to receive upon exercise of the warrants, in addition
to the securities otherwise receivable upon exercise of the
warrants and without paying any additional consideration, the
amount of stock and other securities and property such holders
would have been entitled to receive had they held the common stock
or preferred stock, as applicable, issuable under the warrants on
the dates on which holders of those securities received or became
entitled to receive such additional stock and other securities and
property.
Except as stated above or as otherwise set forth in the applicable
prospectus supplement or free writing prospectus, the exercise
price and number of securities covered by a common stock or
preferred stock warrant, and the amounts of other securities or
property to be received, if any, upon exercise of such warrant,
will not be adjusted or provided for if we issue those securities
or any securities convertible into or exchangeable for those
securities, or securities carrying the right to purchase those
securities or securities convertible into or exchangeable for those
securities.
Holders of common stock and preferred stock warrants may have
additional rights under the following circumstances:
●
certain reclassifications,
capital reorganizations or changes of the common stock or preferred
stock, as applicable;
●
certain share exchanges,
mergers, or similar transactions involving us and which result in
changes of the common stock or preferred stock, as applicable;
or
●
certain sales or
dispositions to another entity of all or substantially all of our
property and assets.
If one of the above transactions occurs and holders of our common
stock or preferred stock are entitled to receive stock, securities
or other property with respect to or in exchange for their
securities, the holders of the common stock warrants and preferred
stock warrants then outstanding, as applicable, will be entitled to
receive, upon exercise of their warrants, the kind and amount of
shares of stock and other securities or property that they would
have received upon the applicable transaction if they had exercised
their warrants immediately before the transaction.
This section outlines some of the provisions of the units and the
unit agreements. This information may not be complete in all
respects and is qualified entirely by reference to the unit
agreement with respect to the units of any particular series. The
specific terms of any series of units will be described in the
applicable prospectus supplement or free writing prospectus. If so
described in a particular prospectus supplement or free writing
prospectus, the specific terms of any series of units may differ
from the general description of terms presented below.
As specified in the applicable prospectus supplement, we may issue
units consisting of one or more shares of common stock, shares of
our preferred stock, debt securities, warrants or any combination
of such securities.
The applicable prospectus supplement will specify the following
terms of any units in respect of which this prospectus is being
delivered:
●
the terms of the units and
of any of the shares of common stock, shares of preferred stock,
debt securities, or warrants comprising the units, including
whether and under what circumstances the securities comprising the
units may be traded separately;
●
a description of the terms
of any unit agreement governing the units;
●
if appropriate, a
discussion of material U.S. federal income tax considerations;
and
●
a description of the
provisions for the payment, settlement, transfer or exchange of the
units.
DESCRIPTION
OF CERTAIN PROVISIONS OF DELAWARE LAW AND
OUR CERTIFICATE OF INCORPORATION AND BYLAWS
Certain provisions of Delaware law, our Charter and Bylaws
discussed below may have the effect of making more difficult or
discouraging a tender offer, proxy contest or other takeover
attempt. These provisions are expected to encourage persons seeking
to acquire control of our company to first negotiate with our Board
of Directors. We believe that the benefits of increasing our
ability to negotiate with the proponent of an unfriendly or
unsolicited proposal to acquire or restructure our company outweigh
the disadvantages of discouraging these proposals because
negotiation of these proposals could result in an improvement of
their terms.
Delaware Anti-Takeover
Law.
We are subject to Section 203 of the Delaware General
Corporation Law. Section 203 generally prohibits a public
Delaware corporation from engaging in a “business
combination” with an “interested stockholder” for
a period of three years after the date of the transaction in which
the person became an interested stockholder, unless:
●
prior to
the date of the transaction, the Board of Directors of the
corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an
interested stockholder;
●
upon
consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding
specified shares; or
●
at or
subsequent to the date of the transaction, the business combination
is approved by the Board of Directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by
the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested
stockholder.
Section 203 defines a “business combination” to
include:
●
any merger
or consolidation involving the corporation and the interested
stockholder;
●
any sale,
lease, exchange, mortgage, pledge, transfer or other disposition of
10% or more of the assets of the corporation to or with the
interested stockholder;
●
subject to
exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the
interested stockholder;
●
subject to
exceptions, any transaction involving the corporation that has the
effect of increasing the proportionate share of the stock of any
class or series of the corporation beneficially owned by the
interested stockholder; or
●
the receipt
by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided
by or through the corporation.
In general,
Section 203 defines an “interested stockholder” as
any person that is:
●
the owner
of 15% or more of the outstanding voting stock of the
corporation;
●
an
affiliate or associate of the corporation who was the owner of 15%
or more of the outstanding voting stock of the corporation at any
time within three years immediately prior to the relevant date;
or
●
the
affiliates and associates of the above.
Under specific circumstances, Section 203 makes it more
difficult for an “interested stockholder” to effect
various business combinations with a corporation for a three-year
period, although the stockholders may, by adopting an amendment to
the corporation’s certificate of incorporation or bylaws,
elect not to be governed by this section, effective 12 months after
adoption.
Our Charter and Bylaws do not exclude us from the restrictions of
Section 203. We anticipate that the provisions of
Section 203 might encourage companies interested in acquiring
us to negotiate in advance with our Board of Directors since the
stockholder approval requirement would be avoided if a majority of
the directors then in office approve either the business
combination or the transaction that resulted in the stockholder
becoming an interested stockholder.
Charter and Bylaws.
Provisions of our Charter and Bylaws may delay or discourage
transactions involving an actual or potential change of control or
change in our management, including transactions in which
stockholders might otherwise receive a premium for their shares, or
transactions that our stockholders might otherwise deem to be in
their best interests. Therefore, these provisions could adversely
affect the price of our common stock.
We may sell the securities described in this prospectus to or
through underwriters or dealers, through agents, or directly to one
or more purchasers. A prospectus supplement or supplements (and any
related free writing prospectus that we may authorize to be
provided to you) will describe the terms of the offering of the
securities, including, to the extent applicable:
●
the name or
names of any underwriters or agents, if applicable;
●
the
purchase price of the securities and the proceeds we will receive
from the sale;
●
any
over-allotment options under which underwriters may purchase
additional securities from us;
●
any agency
fees or underwriting discounts and other items constituting
agents’ or underwriters’ compensation;
●
any public
offering price;
●
any
discounts or concessions allowed or reallowed or paid to dealers;
and
●
any
securities exchange or market on which the securities may be
listed.
We may also sell equity securities covered by this registration
statement in an “at the market offering” as defined in
Rule 415 under the Securities Act. Such offering may be made into
an existing trading market for such securities in transactions at
other than a fixed price, either:
●
On or
through the facilities of the Nasdaq Capital Market or any other
securities exchange or quotation or trading service on which such
securities may be listed, quoted or traded at the time of sale;
and/or
●
to or
through a market maker otherwise than on the Nasdaq Capital Market
or such other securities exchanges or quotation or trading
services.
Such at-the-market offerings, if any, may be conducted by
underwriters acting as principal or agent.
Only underwriters named in a prospectus supplement are underwriters
of the securities offered by the prospectus
supplement.
If underwriters are used in the sale, they will acquire the
securities for their own account and may resell the securities from
time to time in one or more transactions at a fixed public offering
price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be
subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through
underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Subject to certain conditions,
the underwriters will be obligated to purchase all of the
securities offered by the prospectus supplement. Any public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers may change from time to time. We may
use underwriters with whom we have a material relationship. We will
describe in the prospectus supplement that names the underwriter,
the nature of any such relationship.
We may sell securities directly or through agents we designate from
time to time. We will name any agent involved in the offering and
sale of securities, and we will describe any commissions we will
pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by
certain types of institutional investors to purchase securities
from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. We will
describe the conditions to these contracts and the commissions we
must pay for solicitation of these contracts in the prospectus
supplement.
We may provide agents and underwriters with indemnification against
civil liabilities related to this offering, including liabilities
under the Securities Act, or contribution with respect to payments
that the agents or underwriters may make with respect to these
liabilities. Agents and underwriters may engage in transactions
with, or perform services for, us in the ordinary course of
business.
Any underwriter may engage in overallotment,
stabilizing transactions, short covering transactions and penalty
bids in accordance with Regulation M under the Securities Exchange
Act of 1934, as amended (the “Exchange
Act”). Overallotment
involves sales in excess of the offering size, which create a short
position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a
specified maximum. Short covering transactions involve purchases of
the securities in the open market after the distribution is
completed to cover short positions. Penalty bids permit the
underwriters to reclaim a selling concession from a dealer when the
securities originally sold by the dealer are purchased in a
covering transaction to cover short positions. Those activities may
cause the price of the securities to be higher than it would
otherwise be. If commenced, the underwriters may discontinue any of
the activities at any time.
Any underwriters who are qualified market makers on the Nasdaq
Capital Market may engage in passive market making transactions in
accordance with Rule 103 of Regulation M during the business day
prior to the pricing of the offering, before the commencement of
offers or sales of the securities. Passive market makers must
comply with applicable volume and price limitations and must be
identified as passive market makers. In general, a passive market
maker must display its bid at a price not in excess of the highest
independent bid for such security; if all independent bids are
lowered below the passive market maker’s bid, however, the
passive market maker’s bid must then be lowered when certain
purchase limits are exceeded.
Certain legal matters in connection with this offering will be
passed upon for us by Disclosure Law Group, a Professional
Corporation, of San Diego, California.
EXPERTS
The financial
statements of Super League Gaming, Inc. as of December 31,
2020 and 2019 and for each of the years in the two-year period
ended December 31, 2020, incorporated in this Prospectus by
reference from the Super League Gaming, Inc. Annual Report on Form
10-K for the year ended December 31, 2020 have been audited by
Baker Tilly US, LLP, an independent registered public accounting
firm, as stated in their reports thereon, have been incorporated in
this Prospectus and Registration Statement in reliance upon such
reports and upon the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are a public company and file annual, quarterly and special
reports, proxy statements and other information with the SEC. Our
SEC filings are available, at no charge, to the public at the
SEC’s website at http://www.sec.gov.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by us with the Securities and
Exchange Commission are incorporated by reference in this
prospectus:
●
our Annual Report on Form 10-K for the year ended December 31, 2020, filed on
March 19, 2021;
●
our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2021,
filed on May 17, 2021;
●
our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2021, filed on August 16,
2021;
●
our Current Report on Form
8-K, filed on January 14, 2021;
●
our Current Report on Form
8-K, filed on February 12, 2021;
●
our Current Report on Form
8-K, filed on March 11, 2021;
●
our Current Report on Form
8-K, filed on March 23, 2021;
●
our Current Report on Form
8-K, filed on April 21, 2021;
●
our Current Report on Form
8-K, filed on May 27, 2021;
●
our Current Report on Form
8-K, filed on June 7, 2021, as amended by our Current Report on
Form 8-K/A filed on August 13, 2021;
●
our Current Report on Form
8-K, filed on June 16, 2021;
●
our Current Report on Form
8-K, filed on August 30, 2021; and
●
the description of our common stock which is
registered under Section 12 of the Exchange Act, in our
registration statement on Form 8-A, filed on February 21, 2019, including any amendment or reports filed for the
purposes of updating this description.
We also incorporate by reference all documents we file pursuant to
Section 13(a), 13(c), 14 or 15 of the Exchange Act (other than any
portions of filings that are furnished rather than filed pursuant
to Items 2.02 and 7.01 of a Current Report on Form 8-K) after the
date of the initial registration statement of which this prospectus
is a part and prior to effectiveness of such registration
statement. All documents we file in the future pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus and prior to the termination of the offering are
also incorporated by reference and are an important part of this
prospectus.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
We will provide upon request to each person, including any
beneficial owner, to whom a prospectus is delivered, a copy of any
or all of the information that has been incorporated by reference
in the prospectus but not delivered with the prospectus. You may
request a copy of these filings, excluding the exhibits to such
filings which we have not specifically incorporated by reference in
such filings, at no cost, by writing to or calling us
at:
Super League Gaming, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
(802) 294-2754
This prospectus is part of a registration statement we filed with
the SEC. You should only rely on the information or representations
contained in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone to provide information
other than that provided in this prospectus. We are not making an
offer of the securities in any state where the offer is not
permitted. You should not assume that the information in this
prospectus supplement and the accompanying prospectus is accurate
as of any date other than the date on the front of the
document.
PROSPECTUS
$100,000,000
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
UNITS
[●], 2021
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2021
PROSPECTUS
Up to $75,000,000
Common Stock
We have entered
into an Equity Distribution Agreement dated September 3, 2021 (the “Sales Agreement”), with Maxim Group LLC
(“Maxim”)
acting as the managing agent and H.C. Wainwright & Co
(“Wainwright”)
acting as co-agent (Maxim and Wainwright collectively referred to
herein as the “Agents”) relating shares of our
common stock, par value $0.001 per share. In accordance with the
terms of the Sales Agreement, we may offer and sell our common
stock having an aggregate offering price of up to $75 million from time to time through the
Agents acting as our sales agent, at our discretion.
Sales of our
common stock, if any, under this prospectus will be made by any
method permitted that is deemed an “at the market”
offering as defined in Rule 415 under the Securities Act of 1933,
as amended, or the Securities Act, including sales made directly on
or through the Nasdaq Capital Market or any other existing trading
market in the United States for our common stock, sales made to or
through a market maker other than on an exchange or otherwise,
directly to the Agents as principals, in negotiated transactions at
market prices prevailing at the time of sale or at prices related
to such prevailing market prices and/or in any other method
permitted by law. If we and the Agents agree on any method of
distribution other than sales of shares of our common stock on or
through the Nasdaq Capital Market or another existing trading
market in the United States at market prices, we will file a
further prospectus supplement providing all information about such
offering as required by Rule 424(b) under the Securities Act.
Subject to terms of the Sales Agreement, the Agents are not
required to sell any specific number or dollar amount of
securities, but will act as our sales agent using commercially
reasonable efforts consistent with its normal trading and sales
practices, on mutually agreed terms between the Agents and us.
There is no arrangement for funds to be received in any escrow,
trust or similar arrangement.
The Agents will
be entitled to compensation at an aggregate commission rate of 3.0%
of the gross sales price per share sold under the Sales Agreement.
See “Plan of Distribution” beginning on page
14 for additional information
regarding compensation payable to the Agents under the Sales
Agreement. In connection with the sale of the shares of common
stock on our behalf, the Agents will be deemed to be
“underwriters” within the meaning of the Securities
Act, and the compensation of the Agents will be deemed to be
underwriting commissions or discounts. We have also agreed to
provide indemnification and contribution to the Agents with respect
to certain liabilities, including liabilities under the Securities
Act.
Investing in our securities involves a high degree of risk. These
risks are discussed in this prospectus under “Risk
Factors” beginning on page 3 and in the documents
incorporated by reference into this prospectus.
Our common
stock is listed on the Nasdaq Capital Market under the symbol
“SLGG.” On September
2, 2021, the last reported sale price of our common stock on
the Nasdaq Capital Market was $4.20 per share.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is
[●],
2021.
SUPER LEAGUE GAMING, INC.
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This prospectus is part of a registration
statement filed with the Securities and Exchange Commission
(the “SEC”), using a “shelf” registration
process. Under this shelf registration process, we may sell
the securities described in this prospectus in one or more
offerings. This prospectus provides you with a general
description of the securities which may be offered. Each time
we offer securities for sale, we will provide a prospectus
supplement that contains information about the specific terms of
that offering. Any prospectus supplement may also add or update
information contained in this prospectus. You should read both
this prospectus and any prospectus supplement together with
additional information described below under
“Where You Can Find More
Information” and
“Incorporation of Certain
Information by Reference.”
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
You should rely only on the information contained or incorporated
by reference in this prospectus, and in any prospectus
supplement. We have not authorized any other person to provide
you with different information. If anyone provides you with
different or inconsistent information, you should not rely on
it. We are not making offers to sell or solicitations to buy
the securities described in this prospectus in any jurisdiction in
which an offer or solicitation is not authorized, or in which the
person making that offer or solicitation is not qualified to do so
or to anyone to whom it is unlawful to make an offer or
solicitation. You should not assume that the information in
this prospectus or any prospectus supplement, as well as the
information we file or previously filed with the SEC that we
incorporate by reference in this prospectus or any prospectus
supplement, is accurate as of any date other than its respective
date. Our business, financial condition, results of operations
and prospects may have changed since those dates.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but
reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual
documents. Copies of some of the documents referred to herein have
been filed, will be filed or will be incorporated by reference as
exhibits to the registration statement of which this prospectus is
a part, and you may obtain copies of those documents as described
below under the heading “Where You Can Find More
Information.”
This summary highlights information
contained elsewhere in this prospectus. This summary does not
contain all the information you should consider before buying our
securities. You should read the following summary together with the
more detailed information appearing in this prospectus and any
accompanying prospectus supplement, including the
information discussed under “Risk Factors” in this
prospectus and the documents incorporated by reference and our
financial statements and related notes that are incorporated by
reference in this prospectus, before
deciding whether to purchase our securities.
Unless the context requires otherwise, the words "we," "us," "our,"
the "Company," and "Super League" refer collectively to Super
League Gaming, Inc., a Delaware corporation, and its
subsidiaries.
Company Overview
Super League is a leading video game entertainment and experiences
company that gives tens of millions of players multiple ways to
create, connect, compete, and enjoy the video games they love.
Fueled by proprietary and patented technology systems, the
company’s offerings include gameplay properties in which
young gamers form vibrant in-game communities, content creation
platforms that power live broadcasts and on-demand video series
that generate billions of views annually across the world’s
biggest distribution channels, and competitive gaming tournaments
featuring many of the most popular global titles. Through
partnerships with top consumer brands, in-game player and brand
monetization, and a fully virtual cloud-based video production
studio, Super League is building a broadly inclusive business at
the intersection of content creation, creator monetization, and
both casual and competitive gameplay.
Executive Summary
We believe
Super League is on the leading edge of the rapidly growing
competitive video gaming industry, which has become an established
and vital part of the entertainment landscape. We believe there is
a significant opportunity for the world of mainstream competitive
players and creators who want their own esports and entertainment
experience. These players and creators enjoy the competition, the
social interaction and community, and the entertainment value
associated with playing, creating and watching others
play.
Super League is a critically important component in providing the
infrastructure for mainstream competitive video gaming content and
gameplay, that is synergistic and accretive to the greater esports
ecosystem. Over the past five years, we believe we have become the
preeminent brand for gamers by providing a proprietary software
platform that allows them to create, compete, socialize and
spectate gameplay and entertainment, both physically and digitally
online. Our creator and player platform generates a significant
amount of derivative gameplay content for further syndication
beyond our own digital channels.
The fundamental driver of our business model and monetization
strategy is creating deep community engagement through our highly
personalized experiences that, when coupled with the critical mass
of our large digital audiences, provides the depth and volume for
premium content and offer monetization differentiated from a more
traditional, commoditized advertising model. The combination of our
physical venue network and digital programming channels, with Super
League’s cloud-based, digital products platform technology at
the hub, creates the opportunity for not just a share of the
player’s wallet, but also the advertiser’s wallet. We
do this by offering brand sponsors and advertisers a premium
marketing channel to reach elusive Generation Z and Millennial
gamers and creators and offering players ways to access exclusive
tournaments and programming.
During the six months ended June 30, 2021,
management continued to focus on monetization with respect to our
three primary revenue streams: (1) advertising revenues, (2)
content revenues, and (3) direct to consumer revenues. In addition
to the strong key performance indicator (“KPI”) performance we: (i) continued our focus
on our premium advertising model for future monetization of our
rapidly growing premium advertising inventory, and increased
revenues generated from programmatic display and video advertising
units; (ii) continued to focus on the monetization of our original
and user generated content library and remote production and
broadcast capabilities, which emerged as a significant component of
revenue in 2020; (iii) continued to focus on the monetization of
the gamer and creator through direct-to-consumer offers, including
increases in sales of digital goods, primarily with our Minehut
digital property, and the continued rollout of our
micro-transaction marketplace; and, (iv) continued to unlock new
ways that our content production technology can extend beyond
esports into traditional sports and other entertainment formats
representing revenue growth opportunities in the current and future
periods. We expect to continue to grow our adverting pipeline
across various verticals with the capability to provide brands and
advertisers with targeted, high-quality integrations that warrant
premium costs per impressions (“CPM”) advertising rates.
In addition, as described below, we completed our acquisition of
Mobcrush, effective June 30, 2021. Mobcrush, is a live streaming
technology platform used by hundreds of thousands of gaming
influencers who generate and distribute almost two million hours of
original content annually and have accumulated more than 4.5
billion fans and subscribers across the most popular live streaming
and social media platforms, including Twitch, YouTube, Facebook,
Instagram, Twitter, and more. Mobcrush also owns Mineville, one of
six exclusive, official Minecraft server partners that is enjoyed
by more than 22 million unique players annually. Mineville is
highly complementary to Minehut, Super League’s owned and
operated Minecraft community, strengthening the combined
company’s leading position with young gamers. This strategic,
all-stock transaction, is anticipated to be accretive and will
enable Super League to take a significant leap forward in providing
brands, advertisers, and other consumer facing businesses with
massive audience reach across the most important engagement
channels in video gaming - competitive events, social media and
live streaming content, and in-game experiences.
We believe the combination of Super League and Mobcrush has the
potential to represent a new, higher level of increased scale and
reach, including the following:
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The combined
companies have the potential to reach more than 25 million players
per year, three million players per month, with over 400,000
players per day.
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In addition,
the combination of Super League and Mobcrush has the potential for
a U.S. monthly viewing audience of 85 million, which would create a
top 50 U.S. media property according to measurements used by
Nielsen.
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Annually, Super
League and Mobcrush combined have the potential to generate 7.7
billion annual U.S video views across live streaming platforms, two
billion views on social media platforms, and enable 60 million
hours of gameplay on owned and operated platforms.
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Collectively,
we believe the combined companies could generate and distribute
over 200,000 gameplay highlights across streaming and social
channels per month.
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Key Performance Indicators
We have a rich portfolio of products and offers with compelling
KPIs which provides insight into our depth and reach, enabling
unique opportunities to reach and engage young gamers under 18
years of age, as well as opportunities to reach and engage gamers
18-34 years of age, including the following:
Super League’s Young Gamers Network enables unique reach to
gamers under 18 and includes:
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Minehut, the
largest Minecraft server community host in North America with more
than 4 million registered users
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Mineville, an
official Minecraft Bedrock server reaching more than 20 million
players annually
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Pixel Paradise,
the recently launched first-ever official Minecraft Bedrock server
to prioritize role playing
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Multiple
original series on Snapchat, including Taking Shape featuring
Minecraft gameplay, and Sticks N Stones featuring Animal
Crossing
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Partnerships
with a growing number of Roblox game developers and media
platforms
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An expanding
presence on Tik Tok highlighted by the Super League Gaming and
Minehut channels
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Super League’s Core Gamers Network presents opportunities to
engage gamers 18-34 and includes:
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Mobcrush’s
reach across digital live streaming platforms to a Nielsen-verified
U.S. audience of 85 million monthly (December 2020) through more
than 7.7 billion annual views
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Access to more
than 200,000 AI-generated gameplay highlights featuring many of the
world’s most popular titles
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Super
League’s esports invitational tournament series, Super League
Arena, which has inspired more than 65 million views year-to-date
across Twitch, YouTube, and Tik Tok, featuring semi-pro and top
amateur players competing in titles such as League of Legends,
Valorant, Rocket League, Apex Legends, CS:GO, and
more.
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The Framerate
social media network comprised of eight channels across Instagram
and Tik Tok featuring user generated gameplay highlights spanning
more than a dozen popular games, delivering more than 30 million
social video views per month
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The acquisition
of Bannerfy will expand our reach and ability to engage with this
core gamer demographic
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The primary KPIs used by management on a consolidated basis to
assess our progress and drive revenue growth, which is also a key
performance indicator, are as follows:
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Views and Impressions: During the
six months ended June 30, 2021, we generated 5.8 billion views and
impressions (including Mobcrush from January 1, 2021), compared to
808.5 million views and impressions during the six months
ended June 30, 2020. This continued growth in views results in the
growth of our total and monetizable advertising inventory, which we
believe will drive an increasing number of brands and advertisers
to our audience and platform.
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Monthly Active Users: As of June
30, 2021, we reached monthly active users of approximately 3.0
million. We believe that continuing the trend of increasing MAU
leads to the introduction of more gamers and creators into our
customer funnel, from whom we can gather higher volumes of quality
user generated content and convert into subscribers and/or upsell
into other paid offers.
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Gameplay Hours: During the six
months ended June 30, 2021, including our gaming experiences and
our expanding digital gameplay channels, we generated approximately
60.0 million hours of gameplay and other engagement, as compared to
approximately 30.5 million hours of gameplay and other engagement
during the six months ended June 30, 2020. We continue to focus on
ways we can repackage and distribute this significant derivative
content library for further monetization.
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Impact of COVID-19 Pandemic
Actions taken around the world to help mitigate
the spread of the coronavirus include restrictions on travel, and
quarantines in certain areas, and forced closures for certain types
of public places and businesses. The novel coronavirus and actions
taken to mitigate the spread of it have had and are expected to
continue to have an adverse impact on the economies and financial
markets of many countries, including the geographical areas in
which the Company operates. On March 27, 2020, the Coronavirus
Aid, Relief, and Economic Security
Act (“CARES Act”) was enacted to amongst other provisions,
provide emergency assistance for individuals, families and
businesses affected by the coronavirus pandemic. It is unknown
how long the adverse conditions associated with the coronavirus
will last and what the complete financial effect will be to the
Company.
Commencing in the first quarter of 2020, in response to the
COVID-19 pandemic and the related uncertainty, advertisers and
sponsors across the board inevitably paused to reset their
marketing strategies, and as a result, all companies with business
models that include sponsorship and advertising revenues felt the
impact of the pause in advertising spend industry-wide. In
addition, in the first half of 2020, as a result of COVID-19, we
felt the impact of the deferral of some of the programs in our
pipeline and related revenues to future periods. The majority of
our gameplay hours and other engagement occurs digitally, online,
so while our “in real life” gaming is a premium and
important aspect of our brand, the shift away from retail locations
is not expected to have a significant impact on our overall
business model over time, which is largely digitally
focused.
Although we were impacted by the general deferral in advertising
spending by brands and sponsors resulting from the COVID-19
pandemic for a significant portion of fiscal year 2020, we reported
significant quarter over quarter growth in revenues in the second
half of fiscal 2020, and the first half of 2021 and we expect to
continue to expand our advertising revenue and revenue from the
sale of our proprietary and third-party user generated content in
future periods, as we continue to expand our advertising inventory,
viewership and related sales activities.
Notwithstanding the growth in revenues and in user engagement
metrics discussed herein, the broader impact of the
ongoing COVID-19 pandemic on our results of operations
and overall financial performance remains
uncertain. The COVID-19 pandemic may continue
to impact our revenue and revenue growth in future periods, and is
likely to continue to adversely impact certain aspects of our
business and our partners, including advertising demand,
retail expansion plans and our in-person esports
experiences. For a discussion of the risk factors related to
COVID-19, please refer to Part II, Item 1A. "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2020,
which report in incorporated by reference herein.
Risk Factors
Our business is subject to substantial risk.
Please carefully consider the section titled
“Risk
Factors” beginning on
page 6 of this prospectus for a discussion of the factors you
should carefully consider before deciding to purchase securities
that may be offered in this prospectus.
Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair
our business operations. You should be able to bear a complete loss
of your investment.
Implications of Being an Emerging Growth Company
As a company
with less than $1.07 billion in revenue during our most recently
completed fiscal year, we qualify as an “emerging growth
company” as defined in the Jumpstart Our Business Startups
Act of 2012 (the “JOBS
Act”). An emerging growth company may take advantage
of specified reduced reporting and other burdens that are otherwise
applicable generally to public companies. These provisions
include:
●
A requirement to have only
two years of audited financial statements and only two years of
related Management’s Discussion and Analysis of Financial
Condition and Results of Operations;
●
An exemption from the
auditor attestation requirement on the effectiveness of our
internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act
”);
●
An extended transition
period for complying with new or revised accounting
standards;
●
Reduced disclosure about
our executive compensation arrangements; and
●
No non-binding advisory
votes on executive compensation or golden parachute
arrangements.
Certain of these reduced reporting requirements and exemptions are
also available to us due to the fact that we also qualify as a
“smaller reporting company” under the SEC’s
rules. For instance, smaller reporting companies are not required
to obtain an auditor attestation and report regarding
management’s assessment of internal control over financial
reporting; are not required to provide a compensation discussion
and analysis; are not required to provide a pay-for-performance
graph or CEO pay ratio disclosure; and may present only two years
of audited financial statements and related MD&A
disclosure.
We may take advantage of these provisions from the JOBS Act until
the end of the fiscal year in which the fifth anniversary of our
initial public offering, or such earlier time when we no longer
qualify as an emerging growth company. We would cease to be an
emerging growth company on the earlier of (i) the last day of the
fiscal year (a) in which we have more than $1.07 billion in annual
revenue or (b) in which we have more than $700 million in market
value of our capital stock held by non-affiliates, or (ii) the date
on which we issue more than $1.0 billion of non-convertible debt
over a three-year period. We may choose to take advantage of some
but not all of these reduced burdens under the JOBS Act. We have
taken advantage of other reduced reporting requirements in this
prospectus, and we may choose to do so in future filings. To the
extent we do, the information that we provide stockholders may be
different than you might get from other public companies in which
you hold equity interests.
Corporate Information
Super League
Gaming, Inc. was incorporated under the laws of the State of
Delaware on October 1, 2014 as Nth Games, Inc. On June 15, 2015, we
changed our corporate name from Nth Games, Inc. to Super League
Gaming, Inc. Our principal executive offices are located at 2912
Colorado Avenue, Suite #203, Santa Monica, California 90404, our
Company telephone number is (802)
294-2754, and our investor relations contact number is (949)
574-3860.
Our corporate
website address is www.superleague.com. Information contained in, or
accessible through, our website is not a part of this prospectus,
and the inclusion of our website address in this prospectus is an
inactive textual reference only.
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Common Stock
offered by us
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Shares of our
common stock having an aggregate offering price of up to
$75 million.
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Common Stock to
be outstanding after the offering(1)
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53,635,401,
assuming the sale of up to 17,857,142 shares pursuant to this
prospectus at a sales price of $4.20
per share, which was the closing price of our common stock
on the Nasdaq Capital Market on September 2, 2021. The actual number of
shares issued will vary depending on the sales prices at which
shares may be sold from time to time under this
offering.
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Plan of
Distribution
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“At the
market offering” as defined in Rule 415(a)(4) under the
Securities Act, that may be made from time to time on the Nasdaq
Capital Market, the existing trading market for our common stock,
through the Agents as agent or principal. See section titled
“Plan of Distribution” on page 14 of this prospectus.
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Use of
proceeds
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We intend to
use the net proceeds from this offering for working capital and general corporate
purposes, including sales
and marketing activities, product development and capital
expenditures. Please see “Use of Proceeds” on
page 11.
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Risk
factors
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Investing in
our securities involves a high degree of risk. You should read the
“Risk Factors” section beginning on page 7 of this prospectus and in the documents
incorporated by reference in this prospectus for a discussion of
factors to consider before deciding to invest in our common
stock.
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Nasdaq Capital
Market symbol
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SLGG
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(1) Based on
35,778,259 shares of common
stock outstanding as of September
2, 2021, and excludes the following securities as of that
date:
●
2,266,151
shares of common stock issuable upon exercise of warrants to
purchase our common stock, with a weighted exercise price of $9.70
per share;
●
2,362,238 shares of common
stock issuable upon exercise of outstanding stock options under our
Amended and Restated 2014 Stock Option and Incentive Plan (the
“2014 Plan”),
with a weighted average exercise price of $5.24 per
share;
●
1,912,089 shares of common
stock reserved for future issuance pursuant to our 2014 Plan;
and
●
360,896 shares of common
stock issuable upon vesting of non-vested restricted stock units
outstanding.
Investing in our securities involves a high degree of risk. Before
deciding whether to purchase any of our securities, you should
carefully consider the risks and uncertainties described under
“Risk Factors” in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2020, any subsequent
Quarterly Report on Form 10-Q, and our other filings with the
SEC, all of which are incorporated by reference herein. If any of
these risks actually occur, our business, financial condition and
results of operations could be materially and adversely affected
and we may not be able to achieve our goals, the value of our
securities could decline and you could lose some or all of your
investment. Additional risks not presently known to us or that we
currently deem immaterial may also impair our business operations.
If any of these risks occur, the trading price of our common stock
could decline materially, and you could lose all or part of your
investment.
Additional Risks Related to our Business
We have received a comment letter from the SEC, about
which we are in the process of communicating with the
SEC.
We received a comment letter from the SEC with respect to
our Annual Report on Form 10-K for the year ended
December 31, 2020, as filed with the SEC on March 19, 2021. We have
been in communication with the SEC in an effort to resolve the
matters set forth in the SEC comment letter. We are unable at
this time to determine what impact, if any, the matters set forth
in the SEC letter may have on our financial condition and/or
financial statements.
Additional Risks Related to this Offering
Our management team may invest or spend the proceeds of this
offering in ways with which you may not agree or in ways which may
not yield a significant return.
Our management
will have broad discretion over the use of proceeds from this
offering. We currently intend to use
the net proceeds from the sale of the securities under this
prospectus primarily for working capital and general corporate
purposes, including sales
and marketing activities, product development and capital
expenditures. We may also use a portion of the net proceeds for the
acquisition of, or investment in, technologies, solutions or
businesses. For more information, see “Use of
Proceeds” on page 11.
However, our management will have broad discretion in the
application of the net proceeds from this offering and could spend
the proceeds in ways that do not improve our results of operations
or enhance the value of our common stock. You will not have the
opportunity, as part of your investment decision, to assess whether
these proceeds are being used appropriately.
The amount and
timing of our actual expenditures will depend upon numerous
factors, including the amount of cash generated by our operations,
the amount of competition, a change in business plan or strategy,
our ability to select and negotiate definitive agreements with
acquisition candidates, the need or desire on our part to
accelerate, increase or eliminate existing initiatives due to,
among other things, changing market conditions and competitive
developments, the availability of other sources of cash including
cash flow from operations and new bank debt financing arrangements,
if any, and other operational factors, all of which are highly
uncertain, subject to substantial risks and can often change.
Depending on these factors and other unforeseen events, our plans
and priorities may change, and we may apply the net proceeds of
this offering in different proportions than we currently
anticipate.
Our failure to
apply these funds effectively could have a material adverse effect
on our business and cause the price of our common stock to
decline.
The failure by
management to apply these funds effectively could result in
financial losses that could have a material adverse effect on our
business and cause the price of our common stock to
decline.
Resales of our common stock in the public market during this
offering by our stockholders may cause the market price of our
common stock to fall.
We may issue
shares of common stock from time to time in connection with this
offering. The issuance from time to time of these new shares of
common stock, or our ability to issue new shares of common stock in
this offering, could result in resales of our shares of common
stock by our current stockholders concerned about the potential
dilution of their holdings. In turn, these resales could have the
effect of depressing the market price for our common
stock.
Purchasers in this offering will likely experience immediate and
substantial dilution in the book value of their
investment.
The shares of
common stock sold in this offering, if any, will be sold from time
to time at various prices. However, the expected offering price per
share of common stock may be substantially higher than the net
tangible book value per share of common stock. Therefore, if you
purchase shares of our common stock in this offering, your interest
will be diluted to the extent of the difference between the price
per share you pay and the net tangible book value per share of
common stock. Assuming that the sale of an aggregate amount of
$75 million of shares of our
common stock in this offering at an assumed offering price of
$4.20 per share, which was the
last reported sale price of our common stock on the Nasdaq Capital
Market on September 2, 2021,
and based on our net tangible book value as of June 30, 2021, if you purchase shares of common
stock in this offering you will suffer substantial and immediate
dilution of $2.25 per share in the net tangible book value of the
share common stock. The future exercise of outstanding options or
warrants and other instruments that are convertible or exercisable
into common stock, if any, will result in further dilution of your
investment. See the section entitled “Dilution” below
for a more detailed discussion of the dilution you will incur if
you purchase shares of our common stock in this
offering.
Sales of a substantial number of shares of our common stock, or the
perception that such sales may occur, may adversely impact the
price of our common stock.
Sales of a
substantial number of shares of our common stock in the public
markets could depress the market price of our common stock and
impair our ability to raise capital through the sale of additional
equity securities. We cannot predict the effect that future sales
of our common stock would have on the market price of our common
stock.
Resales of our common stock in the public market during this
offering by our stockholders may cause the market price of our
common stock to fall.
We may issue
shares of common stock from time to time in connection with this
offering. The issuance from time to time of these new shares of
common stock, or our ability to issue new shares of common stock in
this offering, could result in resales of shares our common stock
by our current stockholders concerned about the potential dilution
of their holdings. In turn, these resales could have the effect of
depressing the market price for our common stock.
The common stock offered hereby will be sold in
“at-the-market” offerings, and investors who buy shares
at different times will likely pay different prices.
Investors who
purchase shares in this offering at different times will likely pay
different prices, and so may experience different outcomes in their
investment results. We will have discretion, subject to market
demand, to vary the timing, prices, and numbers of shares sold, and
there is no minimum or maximum sales price. Investors may
experience a decline in the value of their shares as a result of
share sales made at prices lower than the prices they
paid.
It is not possible to predict the actual number of shares of common
stock we will sell under the Sales Agreement, or the gross proceeds
resulting from those sales.
Subject to
certain limitations in the Sales Agreement and compliance with
applicable law, we have the discretion to deliver a placement
notice to Maxim at any time throughout the term of the Sales
Agreement. The number of shares that are sold through Maxim after
delivering a placement notice will fluctuate based on a number of
factors, including the market price of our shares during the sales
period, the limits we set with Maxim in any applicable placement
notice, and the demand for our shares during the sales period.
Because the price per share of each share sold will fluctuate
during this offering, it is not currently possible to predict the
number of shares that will be sold or the gross proceeds to be
raised in connection with those sales.
You may experience future dilution as a result of future equity
offerings.
To raise
additional capital, we may in the future offer additional shares of
common stock or other securities convertible into or exchangeable
for our common stock at prices that may not be the same as the
price per share in this offering. We may sell common stock or other
securities in any other offering at a price per share that is less
than the price per share paid by investors in this offering, and
investors purchasing shares or other securities in the future could
have rights superior to existing stockholders. The price per share
at which we sell additional shares of common stock, or securities
convertible or exchangeable into common stock, in future
transactions may be higher or lower than the price per share paid
by investors in this offering.
Because we do not intend to declare cash dividends on our shares of
common stock in the foreseeable future, stockholders must rely on
appreciation of the value of our common stock for any return on
their investment.
We have never
declared or paid cash dividends on our common stock. We currently
anticipate that we will retain future earnings for the development,
operation and expansion of our business and do not anticipate
declaring or paying any cash dividends in the foreseeable future.
In addition, the terms of any future debt agreements may preclude
us from paying dividends. As a result, we expect that only
appreciation of the price of our common stock, if any, will provide
a return to investors in this offering for the foreseeable
future.
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents
incorporated by reference herein contain forward-looking
statements that involve substantial risks and uncertainties. The
forward-looking statements are contained principally in the
sections of this prospectus titled “Prospectus Summary” and
“Risk Factors,”
in sections of our Annual Report on Form 10-K for the year ended
December 31, 2020 titled “Risk Factors,”
“Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” and “Business,” but are also contained
elsewhere in this prospectus. In some cases, you can identify
forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” or “would,” or the negative of these
terms, or other comparable terminology intended to identify
statements about the future. Although we believe that we have a
reasonable basis for each forward-looking statement contained in
this prospectus, we caution you that these statements are based on
a combination of facts and factors currently known by us and our
expectations of the future, about which we cannot be certain. These
statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, levels of activity,
performance or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. Factors that could cause such difference,
include:
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overall strength and stability of general economic
conditions and of the electronic video game sports
(“esports”) industry in the United States and
globally;
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changes in consumer demand for, and acceptance of, our services and
the games that we license for our tournaments and other
experiences, as well as online gaming in general;
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changes in the competitive environment, including adoption of
technologies, services and products that compete with our
own;
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our ability to generate consistent revenue;
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our ability to effectively execute our business plan;
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changes in the price of streaming services, licensing fees, and
network infrastructure, hosting and maintenance;
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changes in laws or regulations governing our business and
operations;
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our ability to maintain adequate liquidity and financing sources
and an appropriate level of debt on terms favorable to
us;
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our ability to effectively market our services;
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costs and risks associated with litigation;
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our ability to obtain and protect our existing intellectual
property protections, including patents, trademarks and
copyrights;
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our ability to obtain and enter into new licensing agreements with
game publishers and owners;
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changes in accounting principles, or their application or
interpretation, and our ability to make estimates and the
assumptions underlying the estimates, which could have an effect on
earnings;
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interest rates and the credit markets; and
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other risks and uncertainties, including those
described under Item 1A, “Risk
Factors,” in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
and subsequent Quarterly Reports on Form 10-Q, which risk factors
are incorporated herein by reference.
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This list of
factors that may affect future performance and the accuracy of
forward-looking statements is illustrative, but not exhaustive. New
risk factors and uncertainties not described here or elsewhere in
this prospectus, including in the sections entitled
“Risk Factors,”
may emerge from time to time. Moreover, because we operate in a
competitive and rapidly changing environment, it is not possible
for our management to predict all risk factors and uncertainties,
nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements we may make. The forward-looking
statements are also subject to the risks and uncertainties specific
to our Company, including but not limited to the fact that we have
only a limited operating history as a public company. In light of
these risks, uncertainties and assumptions, the future events and
trends discussed in this prospectus may not occur, and actual
results could differ materially and adversely from those
anticipated or implied in the forward-looking
statements.
You should not
rely upon forward-looking statements as predictions of future
events. Although we believe the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee that
the future results, levels of activity, performance and events and
circumstances reflected in the forward-looking statements will be
achieved or occur. Moreover, neither we nor any other person assume
responsibility for the accuracy and completeness of the
forward-looking statements. Except as
required by applicable law, including the securities laws of the
United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
You should read
this prospectus, any prospectus supplement and the documents
incorporated herein and those documents filed as exhibits to the
registration statement, of which this prospectus is a part, with
the understanding that our actual future results, levels of
activity, performance and achievements may be materially different
from what we expect.
We may issue
and sell shares of common stock having aggregate sales proceeds of
up to $75 million from time to
time, before deducting commissions and expenses payable to the
Agents pursuant to the Sales Agreement. The amount of proceeds from
this offering will depend upon the number of shares of our common
stock sold and the market price at which they are sold. There can
be no assurance that we will be able to sell any shares under or
fully utilize the Sales Agreement with the Agents.
We currently intend to use the net proceeds from
the sale of the securities under this prospectus
primarily for working capital and
general corporate purposes, including sales and marketing activities, product
development and capital expenditures. We may also use a portion of
the net proceeds for the acquisition of, or investment in,
technologies, solutions or businesses. However, we have no present
commitments or agreements to enter into any acquisitions or
investments.
Investors are
cautioned, however, that expenditures may vary substantially from
these uses. Investors will be relying on the judgment of our
management, who will have broad discretion regarding the
application of the proceeds of this offering. The amounts and
timing of our actual expenditures will depend upon numerous
factors, including the amount of cash generated by our operations,
the amount of competition and other operational factors. We may
find it necessary or advisable to use portions of the proceeds from
this offering for other purposes.
From time to
time, we evaluate these and other factors and we anticipate
continuing to make such evaluations to determine if the existing
allocation of resources, including the proceeds of this offering,
is being optimized. Pending
these uses, we may invest the net proceeds from this offering in
short-term, investment-grade interest-bearing securities such as
money market accounts, certificates of deposit, commercial paper
and guaranteed obligations of the U.S. government.
We cannot predict whether the proceeds
invested will yield a favorable return.
If you invest
in our common stock, your interest will be diluted to the extent of
the difference between the price per share you pay in this offering
and the net tangible book value per share of common stock
immediately after this offering. The net tangible book value of our
common stock as of June 30,
2021, was approximately $31.2 million, or approximately
$0.88 per share of common stock based on
35,340,633 shares of common
stock outstanding at that time. “Net tangible book
value” is total assets minus the sum of liabilities and
intangible assets. “Net tangible book value per share”
is net tangible book value divided by the total number of shares
outstanding.
After giving
effect to the sale of our common stock in the aggregate amount of
$75 million in this offering at
an assumed offering price of $4.20 per share, the last reported sale
price of our common stock on the Nasdaq Capital Market on
September 2, 2021, and after
deducting the commissions and estimated offering expenses payable
by us, our net tangible book value as of June 30, 2021, would have been
approximately $103.9
million, or
approximately $1.95 per share of our common stock. This represents
an immediate increase in net tangible book value of $1.07 per share
to our existing stockholders and an immediate dilution of
approximately $2.25 per share to new investors participating
in this offering, as illustrated by the following
table:
|
Assumed offering price per
share of common stock
|
|
$4.20
|
|
|
|
|
Net tangible book value per
share of common stock as of June 30,
2021
|
$0.88
|
|
|
|
|
|
|
|
|
|
|
Increase in net tangible
book value per share of common stock attributable to this
offering
|
$1.07
|
|
|
|
|
|
|
As adjusted net tangible
book value per share of common stock as of June 30, 2021 after giving effect to this
offering
|
|
$1.95
|
|
|
|
|
|
Dilution in net tangible
book value per share of common stock to new investors in the
offering
|
|
$2.25
|
The as adjusted
information is illustrative only and will adjust based on the
actual price to the public, the actual number of shares sold and
other terms of the offering determined at the time common stock is
sold pursuant to this prospectus. The as adjusted information
assumes that all of our common stock in the aggregate amount of
$75 million is sold at the
assumed offering price of $4.20
per share, the last reported sale price of our common stock on the
Nasdaq Capital Market on September
2, 2021. The shares sold in this offering, if any, will be
sold from time to time at various prices.
A $1.00
increase or decrease in the assumed offering price of $4.20 per share, based on the last reported
sale price of our common stock on the Nasdaq Capital Market on
September 2, 2021, would
increase or decrease the as adjusted net tangible book value per
share after this offering by $0.13 and $(0.19) per share,
respectively, and the dilution per share to investors participating
in this offering by $0.87 and $(0.81) per
share, respectively, assuming that all of our common stock in the
aggregate amount of $75 million
is sold and after deducting sales agent fees and estimated offering
expenses payable by us.
We may also
sell less than $75 million of
shares of common stock. A decrease of $1,000,000 in the amount of
shares of common stock offered by us, based on the assumed offering
price of $4.20 per share, the
last reported sale price of our common stock on the Nasdaq Capital
Market on September 2, 2021,
would decrease our as adjusted net tangible book value per share by
approximately $(0.01), and
increase the dilution per share to investors participating in this
offering by $0.01 after deducting sales agent fees and
estimated offering expenses payable by us.
The discussion
and table above are based on 35,340,633 shares outstanding as of
June 30, 2021, and excludes the
following securities as of that date:
●
2,266,151
shares of common stock issuable upon exercise of warrants to
purchase our common stock, with a weighted exercise price of $9.70
per share;
●
2,436,509 shares of common
stock issuable upon exercise of outstanding stock options under our
2014 Plan, with a weighted average exercise price of $5.18 per share;
●
1,899,589 shares of common
stock reserved for future issuance pursuant to our 2014 Plan;
and
●
360,896 shares of common
stock issuable upon vesting of non-vested restricted stock units
outstanding.
To the extent
that any of these options or awards are exercised, new options and
awards are issued under our equity incentive plans and subsequently
exercised or we issue additional shares of common stock or
securities convertible into shares of common stock in the future,
there may be further dilution to new investors participating in
this offering.
We have never declared or paid any dividends on our capital stock.
We currently intend to retain all available funds and any future
earnings for the operation and expansion of our business and,
therefore, we do not anticipate declaring or paying cash dividends
in the foreseeable future. The payment of dividends will be at the
discretion of our Board of Directors and will depend on our results
of operations, capital requirements, financial condition,
prospects, contractual arrangements, any limitations on payment of
dividends present in our current and future debt agreements, and
other factors that our board of directors may deem
relevant.
We have entered
into an Equity Distribution Agreement, dated September 3, 2021,
with Maxim to act as managing agent and Wainwright to act as
co-agent, relating to shares of our common stock offered by this
prospectus. In accordance with the terms of the Sales Agreement, we
may offer and sell our common stock having an aggregate offering
price of up to $75 million from
time to time through the Agents acting as our sales agent. The
Sales Agreement has been filed as an exhibit to a Current Report on
Form 8-K and is incorporated by reference into this
prospectus.
Upon delivery
of a placement notice and subject to the terms and conditions of
the Sales Agreement, the Agents may offer and sell shares of our
common stock by any method permitted by law deemed to be an
“at the market offering” as defined in Rule 415(a)(4)
promulgated under the Securities Act, or in privately negotiated
transactions. We may instruct the Agents not to sell common stock
if the sales cannot be effected at or above the price designated by
us from time to time. We or the Agents may suspend the
offering of common stock upon notice and subject to other
conditions.
We will pay the
Agents commissions, in cash, for their services in acting as agent
in the sale of our common stock. The Agents are entitled to
compensation at an aggregate commission rate of 3.0% of the gross
sales price per share sold under the Sales Agreement. Because there
is no minimum offering amount required as a condition to close this
offering, the actual total public offering amount, commissions and
proceeds to us, if any, are not determinable at this time. We have
also agreed to reimburse the Agents for certain specified expenses,
including the reasonable and documented fees and disbursements of
their legal counsel in an amount not to exceed (a) $30,000 in connection with the establishment
of this at-the-market offering, and (b) thereafter, $2,500 on a quarterly basis (such approval
not to be unreasonably withheld, conditioned or delayed). We
estimate that the total expenses for the offering under this
prospectus, excluding compensation and reimbursements payable to
the Agents under the terms of the Sales Agreement, will be
approximately $127,000.
Settlement for
sales of shares of common stock will occur on the second business
day following the date on which any sales are made, or on some
other date that is agreed upon by us and the Agents in connection
with a particular transaction, in return for payment of the net
proceeds to us. Sales of our common stock as contemplated in this
prospectus supplement will be settled through the facilities of The
Depository Trust Company or by such other means as we and the
Agents may agree upon. There is no arrangement for funds to be
received in an escrow, trust or similar arrangement.
The Agents will
use their commercially reasonable efforts, consistent with its
sales and trading practices, to solicit offers to purchase the
shares of common stock under the terms and subject to the
conditions set forth in the Sales Agreement. In connection with the
sale of the shares of common stock on our behalf, the
Agents will be deemed to be “underwriters” within
the meaning of the Securities Act and the compensation of the
Agents will be deemed to be underwriting commissions or discounts.
We have agreed to provide indemnification and contribution to the
Agents (and its partners, members, directors, officers, employees
and agents) against certain civil liabilities, including
liabilities under the Securities Act.
We will report,
consistent with our obligations under the Securities Act and the
Exchange Act, the number of shares of common stock sold under the
Sales Agreement, the net proceeds to us and the compensation paid
by us to the Agents in connection with the sales of our shares
of common stock.
The offering of
shares of our common stock pursuant to the Sales Agreement will
terminate upon the termination of the Sales Agreement as permitted
therein. We and the Agents may each terminate the Sales Agreement
at any time upon thirty days’ prior notice.
The Agents and
their affiliates may in the future provide various investment
banking, commercial banking and other financial services for us,
our subsidiaries and our affiliates, for which services they may in
the future receive customary fees. To the extent required by
Regulation M, the Agents will not engage in any market making
activities involving our common stock while the offering is ongoing
under this prospectus.
This prospectus
in electronic format may be made available on a website maintained
by the Agents and the Agents may distribute this prospectus
electronically.
The validity of
the securities offered hereby will be passed upon for us by
Disclosure Law Group, a Professional Corporation, San Diego,
California. Pryor Cashman LLP, New York, New York, is counsel for
the Agents in connection with this offering.
EXPERTS
The financial
statements of Super League Gaming, Inc. as of December 31, 2020 and
2019 and for each of the years in the two-year period ended
December 31, 2020, incorporated in this prospectus by reference
from the Super League Gaming, Inc. Annual Report on Form 10-K for
the year ended December 31, 2020 have been audited by Baker Tilly
US, LLP, an independent registered public accounting firm, as
stated in their report thereon, have been incorporated in this
Prospectus and Registration Statement in reliance upon such reports
and upon the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
Our common
stock is registered with the SEC under Section 12 of the Exchange
Act and, accordingly, we are subject to the information and
periodic reporting requirements of the Exchange Act, and we file
periodic reports, proxy statements and other information with the
SEC. These periodic reports, proxy statements and other information
are available at the website of the SEC referred to
above.
We maintain a
website at http://www.superleague.com. You may access our annual
reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports, proxy
statements and other information filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act with the SEC free of
charge at our website as soon as reasonably practicable after such
material is electronically filed with, or furnished to, the SEC. We
have not incorporated by reference into this prospectus the
information on our website, and you should not consider it to be a
part of this prospectus.
We have filed
with the Securities and Exchange Commission a registration
statement under the Securities Act, relating to the offering of
these securities. The registration statement, including the
attached exhibits, contains additional relevant information about
us and the securities. This prospectus does not contain all of the
information set forth in the registration statement. You can obtain
a copy of the registration statement for free at
www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The following documents filed by us with the Securities and
Exchange Commission are incorporated by reference in this
prospectus:
●
our Annual Report on Form 10-K for the year ended December 31, 2020, filed on
March 19, 2021;
●
our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2021,
filed on May 17, 2021;
●
our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2021, filed on August 16,
2021;
●
our Current Report on Form
8-K, filed on January 14, 2021;
●
our Current Report on Form
8-K, filed on February 12, 2021;
●
our Current Report on Form
8-K, filed on March 11, 2021;
●
our Current Report on Form
8-K, filed on March 23, 2021;
●
our Current Report on Form
8-K, filed on April 21, 2021;
●
our Current Report on Form
8-K, filed on May 27, 2021;
●
our Current Report on Form
8-K, filed on June 7, 2021, as amended by our Current Report on
Form 8-K/A filed on August 13, 2021;
●
our Current Report on Form
8-K, filed on June 16, 2021;
●
our Current Report on Form
8-k, filed on August 30, 2021; and
●
the description of our common stock
which is registered under Section 12
of the Exchange Act, in our registration statement on Form
8-A, filed on February 21,
2019, including any amendment
or reports filed for the purposes of updating this
description.
We also incorporate by reference all documents we file pursuant to
Section 13(a), 13(c), 14 or 15 of the Exchange Act (other than any
portions of filings that are furnished rather than filed pursuant
to Items 2.02 and 7.01 of a Current Report on Form 8-K) after the
date of the initial registration statement of which this prospectus
is a part and prior to effectiveness of such registration
statement. All documents we file in the future pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus and prior to the termination of the offering are
also incorporated by reference and are an important part of this
prospectus.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
We will provide upon request to each person, including any
beneficial owner, to whom a prospectus is delivered, a copy of any
or all of the information that has been incorporated by reference
in the prospectus but not delivered with the prospectus. You may
request a copy of these filings, excluding the exhibits to such
filings which we have not specifically incorporated by reference in
such filings, at no cost, by writing to or calling us
at:
Super League Gaming, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
(802) 294-2754
This prospectus is part of a registration statement we filed with
the SEC. You should only rely on the information or representations
contained in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone to provide information
other than that provided in this prospectus. We are not making an
offer of the securities in any state where the offer is not
permitted. You should not assume that the information in this
prospectus supplement and the accompanying prospectus is accurate
as of any date other than the date on the front of the
document.
$75,000,000
COMMON STOCK
PROSPECTUS
MAXIM GROUP LLC
H.C. Wainwright & Co.
The date of
this prospectus is [●], 2021
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
The following table sets forth an estimate of the fees and
expenses, other than the underwriting discounts and commissions,
payable by us in connection with the issuance and distribution of
the securities being registered. All the amounts shown are
estimates, except for the SEC and FINRA registration
fees.
|
|
|
|
SEC
registration fee
|
$10,910
|
|
FINRA
registration fee
|
$15,500
|
|
Legal fees
and expenses
|
$*
|
|
Accounting
fees and expenses
|
$*
|
|
Printing
and miscellaneous fees and expenses
|
$*
|
|
Total
|
$*
|
* To be included by amendment.
ITEM 15. INDEMNIFICATION OF OFFICERS AND
DIRECTORS
Section 145(a) of the Delaware General
Corporation Law (“DGCL”) provides, in general, that a Delaware
corporation may indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) because that person is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation or other enterprise. The indemnity
may include expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, so long as
the person acted in good faith and in a manner he or she reasonably
believed was in or not opposed to the corporation’s best
interests, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was
unlawful.
Section 145(b) of the DGCL provides, in general, that a Delaware
corporation may indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or
completed action or suit by or in the right of the corporation to
obtain a judgment in its favor because the person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or other
enterprise. The indemnity may include expenses (including
attorneys’ fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action,
so long as the person acted in good faith and in a manner the
person reasonably believed was in or not opposed to the
corporation’s best interests, except that no indemnification
shall be permitted without judicial approval if a court has
determined that the person is to be liable to the corporation with
respect to such claim. Section 145(c) of the DGCL provides that, if
a present or former director or officer has been successful in
defense of any action referred to in Sections 145(a) and (b) of the
DGCL, the corporation must indemnify such officer or director
against the expenses (including attorneys’ fees) he or she
actually and reasonably incurred in connection with such
action.
Section 145(g) of the DGCL provides, in general,
that a corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation or other enterprise against any liability asserted
against and incurred by such person, in any such capacity, or
arising out of his or her status as such, whether or not the
corporation could indemnify the person against such liability under
Section 145 of the DGCL.
Our Amended and Restated Certificate of
Incorporation (“Charter”), and our Amended and Restated Bylaws
(“Bylaws”) provide for the indemnification of our
directors and officers to the fullest extent permitted under the
DGCL.
We also expect to enter into separate indemnification agreements
with our directors and officers in addition to the indemnification
provided for in our Charter and Bylaws. These indemnification
agreements will provide, among other things, that we will indemnify
our directors and officers for certain expenses, including damages,
judgments, fines, penalties, settlements and costs and
attorneys’ fees and disbursements, incurred by a director or
officer in any claim, action or proceeding arising in his or her
capacity as a director or officer of the company or in connection
with service at our request for another corporation or entity. The
indemnification agreements also provide for procedures that will
apply in the event that a director or officer makes a claim for
indemnification.
We also maintain a directors’ and officers’ insurance
policy pursuant to which our directors and officers are insured
against liability for actions taken in their capacities as
directors and officers.
We have entered into an underwriting agreement in connection with
this offering, which provides for indemnification by the
underwriter of us, our officers and directors, for certain
liabilities, including liabilities arising under the Securities
Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 16. EXHIBITS
|
1.1*
|
Form of
Underwriting Agreement
|
|
1.2*
|
Form of
Placement Agent Agreement
|
|
|
Equity
Distribution Agreement, dated September 3, 2021, by and between
Super League Gaming, Inc. and Maxim Group LLC, filed
herewith
|
|
4.1*
|
Form of any
certificate of designation with respect to any preferred stock
issued hereunder and the related form of preferred stock
certificate
|
|
4.2*
|
Form of
indenture for senior debt securities
|
|
4.3*
|
Form of
indenture for subordinated debt securities
|
|
4.4*
|
Form of senior
note
|
|
4.5*
|
Form of
subordinated note
|
|
4.6*
|
Form of any
warrant agreement with respect to each particular series of
warrants issued hereunder
|
|
4.7*
|
Form of any
warrant agency agreement with respect to each particular series of
warrants issued hereunder
|
|
4.8*
|
Form of any
unit agreement with respect to any unit issued
hereunder
|
|
5.1*
|
Opinion of
Disclosure Law Group, a Professional Corporation
|
|
23.1*
|
Consent of
Disclosure Law Group, a Professional Corporation
|
|
|
Consent of
Independent Registered Public Accounting Firm – Baker
Tilly US, LLP, filed herewith
|
|
|
Power of
Attorney (located on signature page)
|
|
*
|
To be filed, if necessary, by an amendment to this registration
statement or incorporation by reference pursuant to a Current
Report on Form 8-K in connection with an offering of
securities.
|
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the
effective registration statement.
(iii) To include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to
such information in the registration statement; provided,
however, that paragraphs (i),
(ii) and (iii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i) If
the Registrant is relying on Rule 430B:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the
registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to
the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date;
or
(ii) If
the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying
on Rule 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of
first use.
(5) That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
(ii) Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(d) The
undersigned registrant hereby undertakes that:
(1)
For purposes of determining
any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was
declared effective.
(2)
For the purpose of
determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in
the City of Santa Monica, State of California, on this 3rd day of September, 2021.
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Super League Gaming, Inc.
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By:
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/s/ Ann
Hand
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Ann
Hand
Chief Executive Officer, President and
Chair of the Board
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KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
below constitutes and appoints Ann Hand as attorney-in-fact, with
power of substitution, for them in any and all capacities, to sign
any amendments to this Registration Statement on Form S-3, and file
the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Ann
Hand
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Chief Executive
Officer,
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September 3, 2021
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Ann
Hand
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President,
Chair of the Board
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(Principal
Executive Officer)
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/s/ Clayton
Haynes
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Chief Financial
Officer
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September 3, 2021
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Clayton
Haynes
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(Principal
Financial and Accounting Officer)
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/s/ David
Steigelfest
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Director
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September 3, 2021
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David
Steigelfest
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/s/ Jeff
Gehl
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Director
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September 3, 2021
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Jeff
Gehl
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/s/ Kristin
Patrick
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Director
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September 3, 2021
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Kristin
Patrick
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/s/ Michael
Keller
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Director
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September 3, 2021
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Michael
Keller
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/s/ Mark
Jung
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Director
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September 3, 2021
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Mark
Jung
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/s/ Mike
Wann
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Director
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September 3, 2021
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Mike
Wann
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