Super League Gaming, Inc. (“Super League,” the “Company,” “we” or “our”) is a leading gaming community and content platform that gives everyday gamers and creators multiple ways to connect and engage with others while enjoying the video games they love. Powered by patented, proprietary technology systems, Super League offers players the ability to create gameplay-driven experiences they can share with friends, the opportunity to watch live streaming broadcasts and gameplay highlights across digital and social channels, and the chance to compete in events and challenges designed to celebrate victories and achievements across multiple skill levels. With gameplay and content offerings featuring more than a dozen of the top video game titles in the world, Super League is building a broadly inclusive, global brand at the intersection of gaming, experiences and entertainment. Whether to access its expanding direct audience of young gamers, creators and esports players, or to leverage the company’s remote video production division, Virtualis Studios, third parties ranging from consumer brands, video game publishers, professional esports teams, traditional sports organizations, video content producers, and more, are turning to Super League to provide integrated solutions that drive business growth.

Super League was incorporated on October 1, 2014 as Nth Games, Inc. under the laws of the State of Delaware and changed its name to Super League Gaming, Inc. on June 15, 2015. We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012, as amended.

Proposed Acquisition of Mobcrush Streaming, Inc.

On March 9, 2021, we entered into an Agreement and Plan of Merger (the “MC Merger Agreement”) by and among Mobcrush Streaming, Inc. (“Mobcrush”), the Company, and SLG Merger Sub II, Inc., a wholly-owned subsidiary of the Company (“Merger Co”). The MC Merger Agreement provides for the acquisition of Mobcrush by Super League pursuant to the merger of Merger Co with and into Mobcrush, with Mobcrush as the surviving corporation (the “Merger”). Upon completion of the Merger, Mobcrush will be a wholly-owned subsidiary of the Company.

In accordance with the terms and subject to the conditions of the MC Merger Agreement: (A) each outstanding share of Mobcrush common stock ("Mobcrush Common Stock") and Mobcrush preferred stock ("Mobcrush Preferred Stock", and with the Mobcrush Common Stock, the "Mobcrush Stock") (other than dissenting shares) will be canceled and converted into the right to receive (i) 0.528 shares of Super League’s common stock, as determined in the MC Merger Agreement (the “Share Conversion Ratio”), and (ii) any cash in lieu of fractional shares of common stock otherwise issuable under the MC Merger Agreement (the "Merger Consideration"). Subject to certain adjustments and other terms and conditions more specifically set forth in the MC Merger Agreement, we will be issuing 12,582,204 shares of the Company’s common stock as the Merger Consideration. The MC Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. On April 20, 2021, we entered into an amendment to the MC Merger Agreement (the “Merger Agreement Amendment”). For information regarding the Merger Agreement Amendment, please see Note 6, Subsequent Events, below.

The obligations of Super League and Mobcrush to consummate the Merger are subject to certain closing conditions, including, but not limited to, (i) the approval of Mobcrush's and our shareholders, (ii) Mobcrush and our reaching an agreement as to the treatment of Mobcrush's unvested options exercisable for shares of Mobcrush Common Stock, which agreement was reached on April 20, 2021, (iii) receipt of any necessary regulatory approvals, (iv) the execution and delivery of certain support agreements pursuant to which officers, directors and certain stockholders of Super League and Mobcrush agree to vote in favor any and all stockholder proposals related to the Merger, and (v) the execution and delivery of the Registration Rights Agreement, pursuant to which we provided Mobcrush stockholders with certain registration rights for the shares of common stock issuable as Merger Consideration. We filed our Definitive Proxy Statement (the “Proxy”) with the SEC on April 30, 2021, inviting our stockholders of record to attend the 2021 annual meeting of stockholders of Super League Gaming, Inc., to be held at 10:00 a.m., Pacific Time, on May 27, 2021. In addition to certain routine matters, the Proxy requests our stockholders to approve of the issuance of a total of 12,582,204 shares of our common stock in exchange for all issued and outstanding securities of Mobcrush pursuant to the MC Merger Agreement (the “Mobcrush Issuance Proposal”). The proxy discloses that the request of our stockholders to approve of the Mobcrush Issuance Proposal is being made in order to comply with Listing Rule 5635 of the Nasdaq Stock Market.