Acquisition of Let’s Bounce

On January 5, 2026 (“Bounce Effective Date”) the Company acquired Let’s Bounce, Inc. (“Bounce”), a marketing technology company focused on enabling scalable, measurable brand engagement inside gaming and UGC environments. The total purchase price for Bounce, which was structured as an asset acquisition, was $200,000, payable as follows: (a) $75,000 at closing; (b) $25,000 on the three-month anniversary of closing; and (c) $100,000 on the six-month anniversary of closing. In addition, pursuant to the terms and subject to the conditions of the asset purchase agreement (“Bounce Asset Purchase Agreement”), up to $325,000 is contingently payable in connection with the achievement of certain net revenue milestones for the Bounce assets acquired during the year ended December 31, 2026 (“Bounce Contingent Consideration”) (the “Bounce Acquisition”). The Bounce Acquisition provides the Company with an existing pipeline of opportunities, enabling more efficient in-game marketing programs, the addition of turnkey loyalty solutions to drive advertiser outcomes, and a roadmap to more automated campaign measurement. The Bounce Acquisition was approved by the board of directors of each of the Company and Bounce.

Additionally, the Company entered into employment agreements with two former key Bounce employees (“Key Bounce Employees”), pursuant to which the Key Bounce Employees were granted inducement awards consisting of restricted stock unit awards (“RSUs”) to acquire an aggregate of 56,112 shares of the Company’s common stock. The awards were granted pursuant to terms and conditions fixed by the Compensation Committee of the Board and as an inducement material to each new employee entering employment with the Company in accordance with Nasdaq Listing Rule 5635I(4). Of the 56,112 RSUs, subject to the applicable employee’s continued service with Super League on each such vesting date; (i) 25% will vest upon the six (6) month anniversary of the Bounce Effective Date; and (ii) the remaining 75% shall thereafter vest monthly in arrears in 1/18th increments. In the event of termination without cause, the unvested portion of the RSUs fully vests. In the event of termination for cause, unvested RSUs are forfeited. The award also includes provisions that preserve vesting and employment terms upon a change in control, and provides for termination upon death or disability, consistent with standard employment and equity compensation arrangements. The RSUs are subject to the terms and conditions of the RSU agreement covering each grant.

In accordance with the acquisition method of accounting, the financial results of Super League presented herein include the financial results of Bounce subsequent to the Bounce Effective Date. Disclosure of revenue and net loss for Bounce on a stand-alone basis for the applicable periods presented is not practical due to the integration of Bounce activities, including sales, products, advertising inventory, resource allocation and related operating expense, with those of the Company upon acquisition, consistent with Super League operating in one reporting segment.

The Company determined that the Bounce Acquisition constitutes a business acquisition as defined by ASC 805, and therefore, the assets acquired in the transaction were recorded at their estimated acquisition date fair values. Transaction costs associated with the Bounce Acquisition were not material. No liabilities were assumed in connection with the Bounce Acquisition. Super League’s preliminary purchase price allocation was based on an evaluation of the appropriate fair values of the assets acquired and represents management’s best estimate based on available data. Fair values are determined based on the requirements of ASC 820, “Fair Value Measurement.” (“ASC 820”).

The following table summarizes the determination of the fair value of the purchase price consideration paid in connection with the Bounce Acquisition, as of the Bounce Effective Date:

The preliminary purchase price allocation was based upon an estimate of the fair value of the assets acquired by the Company in connection with the Bounce Acquisition, as of the Bounce Effective Date, as follows:

Contingent consideration is recorded as a liability in the accompanying balance sheet in accordance with ASC 480, which requires freestanding financial instruments where the Company is required to settle the obligation in cash or other assets to be recorded as a liability at fair value and re-valued at each reporting date, with changes in the fair value reported in the statements of comprehensive income (loss). The fair value of the Bounce Contingent Consideration on the respective valuation dates was determined utilizing a Monte Carlo simulation model and measured using Level 3 inputs, as described at Note 2. Assumptions utilized in connection with utilization of the Monte Carlo simulation model for the periods presented included a risk free interest rates of 3.47%, volatility rates ranging from 40% to 65%, and discount rate of 25%.

The fair value of estimated contingent consideration as of January 5, 2026 (the “Bounce Effective Date”) and March 31, 2026, totaled $173,000, with no change in fair value calculated from the Bounce Effective Date through March 31, 2026. Aggregated amortization expense for the period from the Bounce Acquisition Date to March 31, 2026, related to intangible assets acquired in connection with the Bounce Acquisition, totaled $30,000.

Management is primarily responsible for determining the fair value of the identifiable intangible assets acquired as of the Bounce Effective Date. Management considered a number of factors in connection with estimating fair values solely for the purpose of allocating the purchase price to the assets acquired. The analysis included a preliminary discounted cash flow analysis which estimated the future net cash flows expected to result from the respective assets acquired as of the Bounce Effective Date. A discount rate consistent with the risks associated with achieving the estimated net cash flows was used to estimate the present value of future estimated net cash flows. The Company is in the process of finalizing the estimates and assumptions developed in connection with the analysis of estimated fair values of intangible assets acquired solely for the purpose of allocating the purchase price to the assets acquired. Any adjustments to the fair values of intangible assets acquired, or estimates of economic useful lives of the intangible assets acquired, could impact the carrying value of those assets and related goodwill, as well as the estimates of periodic amortization of intangible assets acquired to be reflected in the statement of comprehensive income (loss).

The fair values of the acquired intangible assets, as described above, was determined using the following methods:

For tax purposes, consistent with the accounting for book purposes, the Bounce Acquisition consideration was allocated to the assets acquired based on their estimated fair values as of the Bounce Effective Date, with the no excess purchase price allocated to goodwill. No deferred tax assets or liabilities were recorded with the acquisition.

The following unaudited pro forma combined results of operations for the periods presented are provided for illustrative purposes only. The unaudited pro forma combined statements of comprehensive income (loss) assume the acquisition occurred as of January 1, 2025. The unaudited pro forma combined financial results do not purport to be indicative of the results of operations for future periods or the results that actually would have been realized had the entities been a single entity during these periods.

Pro forma adjustments primarily relate to the amortization of identifiable intangible assets acquired over the estimated economic useful life, as described above and the exclusion of nonrecurring transaction costs.

Other

Investment in Hide or Die! Roblox Game

In January 2026, the Company acquired economic and contractual interests in the Roblox digital property commonly referred to as “Hide or Die!,” (“HOD”) pursuant to an Investment and Brand Partnership Agreement (“HOD Agreement”) dated January 5, 2026 (“HOD Effective Date”).

Pursuant to the HOD Agreement, the Company transferred total consideration of $202,000 in exchange for certain rights associated with the Hide or Die! digital property. The consideration consisted of $165,000 in cash and 4,326 shares of the Company’s restricted common stock valued at $37,000. In connection with the investment, the Company obtained (i) a fifteen percent (15.0%) equity ownership interest in Hide or Die!, (ii) a contractual right to receive fifteen percent (15.0%) of Hide or Die!’s gross revenue, as paid in Robux, post-Roblox split, for the existence of the game, (iii) a contractual right to receive a twelve percent (12.0%) fee on certain direct brand transactions, and (iv) exclusive rights with respect to certain brand partnership opportunities and related placement economics. The agreement also contains a right of first refusal with respect to future sales of equity ownership interests and economic interests in the property. Management evaluated these rights to determine which elements represent distinct assets and how the total consideration should be allocated to the assets acquired. The Company utilized the relative fair value method to allocate total consideration to the identifiable elements based on their relative standalone fair values as of the HOD Effective Date.

Management estimated the fair value of the acquired assets using income-based valuation techniques, primarily discounted cash flow (“DCF”) methodologies, consistent with the fair value measurement framework in ASC 820 which permits the use of present value techniques when observable market inputs are limited. For the contractual revenue participation right and the equity ownership interest, management projected expected future cash flows over the assets’ finite economic lives based on market participant assumptions, including observed lifecycle patterns of comparable Roblox properties, and discounted those cash flows to present value. The direct brand transaction fee stream was similarly valued using a probability-weighted DCF approach to reflect uncertainty in transaction volume and timing, while the exclusive commercialization rights were valued using a with-and-without method to isolate the incremental economic benefit attributable to exclusivity, with the resulting differential cash flows discounted to present value.

Across all assets, management applied asset-specific discount rates developed using a build-up approach, reflecting the risks inherent in early-stage, single-game digital assets, including platform dependency, revenue concentration, limited operating history, and volatility in user engagement and monetization. These discount rates are intended to approximate the return expectations of market participants, and result in higher-than-average discount rates relative to traditional operating businesses. In addition, consistent with the finite lifecycle characteristics of comparable digital gaming assets, management applied limited or no terminal value assumptions, such that the estimated fair values are primarily driven by explicitly forecasted cash flows.

The consideration paid was allocated to the assets acquired as follows:

Assumptions utilized in connection with utilization of the discounted cash flow method included discount rates ranging from of 30% to 35%, useful lives of approximately four years, and discount for lack of marketability of 10% to 20%. The assets acquired were recorded at their individual estimated fair values on the date of acquisition, and will subsequently be assessed for impairment at each balance sheet date, with any impairment reflected as a charge in the statement of operations and comprehensive income (loss).

Investment in Solsten, Inc.

In January 2026, the Company invested $200,000 in Solsten, Inc (“Solsten”) an AI-driven audience intelligence company specializing in psychology-based consumer insights, through a Simple Agreement for Future Equity (“SAFE”), which provides the Company with the right to receive equity in a future financing event, subject to the terms and conditions of the SAFE agreement. The SAFE does not represent a current equity ownership interest but rather a forward contract to acquire equity upon the occurrence of specified events, including a qualifying equity financing or liquidity event, at which point the instrument will either convert into preferred stock or entitle the Company to receive the greater of its invested amount or the value of the underlying equity on an as-converted basis. The investment is included in other noncurrent assets in the accompanying balance sheets.

The SAFE is accounted for as a non-marketable equity investment within the scope of ASC 321, “Investments – Equity Securities” and is recorded at cost, subject to impairment and observable price adjustments for identical or similar investments of the same issuer.