Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 14, 2024

Super League Enterprise, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38819	47-1990734
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2912 Colorado Avenue, Suite #203

Santa Monica, California 90404

(Address of principal executive offices)

(213) 421-1920

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SLE	Nasdaq Capital Market

Item 2.02 Results of Operations and Financial Condition.

On August 14, 2024, Super League Enterprise, Inc. (the “Company”) released its financial results for the fiscal quarter ended June 30, 2024 (the “Earnings Press Release”) and posted on its website a letter to shareholders of the Company (the “Letter to Shareholders”) from the Company's Chief Executive Officer, Ann Hand. The Letter to Shareholders discussed, among other matters, operating highlights and financial results for the fiscal quarter ended June 30, 2024. Copies of the Earnings Press Release and the Letter to Shareholders are attached hereto as Exhibits 99.1 and 99.2, respectively.

Item 7.01 Regulation FD Disclosure.

See Item 2.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Index

Exhibit No.		Description
99.1		Earnings Press Release, dated August 14, 2024
99.2		Letter to Shareholders, dated August 14, 2024
104		Cover Page Interactive Data Filed (embedded within the Inline XBRL document)

Disclaimer.

The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall the exhibits filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company's plans, objectives, expectations and intentions; and (ii) other statements identified by words such as "may", "could", "would", should", "believes", "expects", "anticipates", "estimates", "intends", "plans" or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Super League Enterprise, Inc.

Date: August 21, 2024	By:	/s/ Clayton Haynes
		Clayton Haynes Chief Financial Officer

Exhibit 99.1

Super League Announces Second Quarter 2024 Financial Results

~ Q2 2024 Highlighted by Launch of Innovative Scalable Products, SOUNDZ and Unlockables, New Dedicated Worlds and a Strategic Partnership with Meta-Stadiums~

~ Net Loss Improvement in Q2 2024 Attributable to Reduced Spend Paves the Way for First Profitable Quarter in Q4 ~

SANTA MONICA (August 14, 2024) – Super League (Nasdaq: SLE), a leader in redefining the gaming industry as a media channel, has released its second quarter 2024 financial results in the form of a shareholder letter which can be accessed under the Quarterly Results section of the Company’s investor relations website. A webinar hosted by Ann Hand, CEO of Super League, and Clayton Haynes, CFO of Super League, will be streamed here beginning today, Wednesday, August 14, 2024 at 5:00 PM Eastern Time to further discuss the results.

Management Commentary by Chief Executive Officer, Ann Hand:

“While our revenues were flat sequentially due to $1.8 million in revenue deferrals and program start delays to Q3, we once again made material strides in controlling costs and eroding our operating losses as we march toward our first expected profitable quarter in Q4. Through further productization of our immersive experience offerings, Super League Pop-Ups, along with other innovations, we create new paths for margin expansion and increase our speed to market. In our view, we are a boutique product and technology company in this space as evidenced by the debut of our scalable music offering “SOUNDZ,” bringing Bebe Rexha to Roblox. We continue to attract and retain some of the world's most valuable brands like Visa, Kraft, Maybelline, Sony and more. A real hallmark for the quarter was the launch of our "Olympic World" experience through a collaboration with Visa and the IOC that captured global audiences with the thrill of the Olympics through games, quests and events along with digital merchandise shopping.

A separate significant development to highlight is our new strategic partnership with Meta-Stadiums that creates the opportunity to bring much larger programs to Super League that are cross-platform. This enables our capability inside existing game platforms to be complemented with Meta-Stadiums technology to create dedicated, ownable digital "stadiums" outside of existing platforms. Meta-Stadiums brings top tier sports and entertainment IP, and a path for us to expand into consumer and data monetization."

Our strong pipeline and sales momentum continue to build in the back half of 2024 while we maintain strict expense management and streamline efficiencies, as we are positioned for another record setting revenue year in 2024 leading us to our first expected profitable quarter in Q4.”

The webinar may also be accessed by dialing 877-407-0779 or 201-389-0914 (International). A replay of the webinar will be available on Super League’s investor relations website and can also be accessed here.

For any questions related to the Company’s second quarter 2024 financial results or shareholder letter, please contact SLE@mzgroup.us.

About Super League:

Super League (Nasdaq: SLE) is redefining the gaming industry as a media channel for global brands. As a leading end-to-end immersive content partner, Super League enables marketers, advertisers, and IP owners to reach massive audiences through creativity, innovation, and gameplay within the world’s largest immersive platforms. Boasting an award-winning development studio, a vast community of native creators, and a proprietary suite of tools that maximize user engagement, Super League is a one-of-a-kind holistic solutions provider. Whether a partner is focused on building a world-class creative experience, achieving a lift in brand awareness, inspiring deeper customer loyalty, or finding new sources of revenue, Super League is at the forefront – always pioneering within immersive worlds. For more information, visit superleague.com.

Investor Relations Contact:
Shannon Devine/ Mark Schwalenberg
MZ North America
Main: 203-741-8811
SLE@mzgroup.us

Exhibit 99.2

Document And Entity Information	Aug. 14, 2024
Document Information [Line Items]
Entity, Registrant Name	Super League Enterprise, Inc.
Document, Type	8-K
Document, Period End Date	Aug. 14, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-38819
Entity, Tax Identification Number	47-1990734
Entity, Address, Address Line One	2912 Colorado Avenue, Suite #203
Entity, Address, City or Town	Santa Monica
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	90404
City Area Code	213
Local Phone Number	421-1920
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Title of 12(b) Security	Common Stock
Trading Symbol	SLE
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity, Central Index Key	0001621672