slgg20250519_8k.htm
false 0001621672 0001621672 2025-05-15 2025-05-15
 
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): May 15, 2025
 
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)
 
2450 Colorado Avenue, Suite 100E
Santa Monica, California 90404
(Address of principal executive offices)
 
(213) 421-1920
(Registrants 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))
 
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
 
 
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.  ☐
 
 

 
 
 
Item 2.02
Results of Operations and Financial Condition.
 
On May 15, 2025, Super League Enterprise, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
 
Item 7.01
Regulation FD Disclosure.
 
See Item 2.02.
 
Disclaimer
The information contained in Items 2.02 and 7.01 of 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 Exhibit 99.1 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.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits Index
 
Exhibit
No.
 
Description
     
99.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
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: May 19, 2025
By:
/s/ Clayton Haynes
   
Clayton Haynes
Chief Financial Officer
 
 
 
 

Exhibit 99.1

 

logo.jpg

 

Super League Reports First Quarter 2025 Financial Results

 

~ Company Maintains Focus on Streamlining Operations: Substantially Reduces Operating Expenses & Net Loss ~

 

~ On Track to Reach EBITDA Positive in Q4 ~

 

SANTA MONICA, CAMay 15, 2025 Super League (Nasdaq: SLE), a leader in engaging audiences through playable media, content, and experiences, today released first quarter 2025 financial results.

 

Super League Chief Executive Officer, Matt Edelman Commented:

 

“Our first quarter 2025 was a period of realignment for Super League in an effort to adapt to structural shifts in the Roblox ad ecosystem and macro headwinds while positioning ourselves to achieve EBITDA profitability leading to long-term sustainable growth.

 

As outlined during our previous quarterly conference call, our strategy calls for streamlined operations through cost controls, revenue diversification and a focus on larger, higher margin programs. Our successful entrance into the mobile games arena exemplifies this strategic shift, having already grown to 15% of our revenues.

 

Against the backdrop of increasing industry consolidation, we recently acquired Supersocial, an award-winning Roblox studio with previous clients including Gucci, e.l.f. beauty, Walmart, Universal Music Group, and more. With just that one deal, we now have a Roblox business that has delivered 49 immersive builds, racking up more than 390 million visits and 3+ billion impressions on the platform. We continue to target potential strategic opportunities that present clear revenue and cost synergies and accelerate our path to EBITDA positive.

 

Looking ahead, we have a strong pipeline of nearly $20 million in active opportunities across approximately 100 programs. Super League sits at the thriving intersection of interactive entertainment and advertising. We see a lucrative opportunity in the future of playable media and continue to gain the trust of dozens of iconic brands every year, which puts us at the forefront of this important space. We are one of the leaders in making brands playable and believe we will be one of the winners to capitalize on the massive shift of consumer time spent consuming playable content, with a plan and approach designed to create long-term sustainable value for our shareholders.”

 

The Company will host a webinar at 5:00 p.m. Eastern Time today, May 15, 2025, to discuss financial results, provide a corporate update and end with a question-and-answer session. To participate, please use the following information.

 

 

 

Super League First Quarter 2025 Earnings Webinar

 

Date:

Thursday, May 15, 2025

Time:

5:00 pm Eastern Time

Dial-in:

1-877-407-0779

International Dial-in:

1-201-389-0914

Webinar:

Register Here

 

A replay will be available within 24 hours after the webinar and can be accessed here or on the Company’s investor relations website at https://ir.superleague.com/.

 

 

For any questions related to the Company’s first quarter 2025 financial results, please contact [email protected].

 

 

About Super League

 

Super League (Nasdaq: SLE) is redefining how brands connect with consumers through the power of playable media. The Company provides global brands with ads, content, and experiences that are not only seen - they’re played, felt, and remembered - within mobile games and the world’s largest immersive gaming platforms. Powered by proprietary technology, an award-winning development studio, and a vast network of native creators, Super League is a one-of-a-kind partner for brands looking to stand out in culture, spark loyalty, and drive meaningful impact. In a world where attention is earned, Super League makes brands relevant - by making them playable. For more information, visit superleague.com.

 

Investor Relations Contact:
Shannon Devine/ Mark Schwalenberg
MZ North America
Main: 203-741-8811
[email protected]

 

 

 

SUPER LEAGUE ENTERPRISE, INC.

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2025 AND DECEMBER 31, 2024

(In U.S. dollars, rounded to the nearest thousands, except share and per share data)

 

   

March 31, 2025

   

December 31, 2024

 

Assets

               

Cash and cash equivalents

  $ 747,000     $ 1,310,000  

Accounts receivable

    2,568,000       3,766,000  

Prepaid expenses and other current assets

    958,000       677,000  

Total current assets

    4,273,000       5,753,000  
                 

Property and Equipment, net

    18,000       24,000  

Intangible and Other Assets, net

    3,629,000       4,070,000  

Goodwill

    1,864,000       1,864,000  

Total assets

  $ 9,784,000     $ 11,711,000  
                 

Liabilities

               

Accounts payable and accrued expenses

  $ 5,373,000     $ 5,282,000  

Accrued contingent consideration

    124,000       138,000  

Promissory note - contingent consideration

    1,727,000       1,735,000  

Contract liabilities

    633,000       50,000  

Notes payable and accrued interest

    5,008,000       3,240,000  

Total current liabilities

    12,865,000       10,445,000  

Deferred taxes

    161,000       161,000  

Warrant liability

    219,000       935,000  

Total liabilities

    13,245,000       11,541,000  
                 

Stockholders Equity

               

Preferred Stock

    -       -  

Common Stock

    95,000       94,000  

Additional paid-in capital

    270,710,000       270,111,000  

Accumulated deficit

    (274,266,000 )     (270,035,000 )

Total stockholders equity

    (3,461,000 )     170,000  

Total liabilities and stockholders equity

  $ 9,784,000     $ 11,711,000  

 

 

 

SUPER LEAGUE ENTERPRISE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(In U.S. dollars, rounded to the nearest thousands, except share and per share data)

 

   

Three Months Ended March 31,

 
   

2025

   

2024

 
                 

REVENUE

  $ 2,718,000     $ 4,209,000  

COST OF REVENUE

    (1,522,000 )     (2,477,000 )
                 

GROSS PROFIT

    1,196,000       1,732,000  
                 

OPERATING EXPENSES

               

Selling, marketing and advertising

    2,392,000       2,277,000  

Engineering, Technology and Development

    929,000       1,699,000  

General and administrative

    1,520,000       2,102,000  

Contingent consideration

    (14,000 )     259,000  

TOTAL OPERATING EXPENSES

    4,827,000       6,337,000  
                 

NET OPERATING LOSS

    (3,631,000 )     (4,605,000 )
                 

OTHER INCOME (EXPENSE)

               

Gain on sale of intangible assets

    243,000       144,000  

Interest expense, including change in fair value of promissory notes carried at fair value

    (1,402,000 )     (18,000 )

Change in fair value of warrant liability

    717,000       (761,000 )

Other

    (157,000 )     (20,000 )

OTHER INCOME (EXPENSE)

    (599,000 )     (655,000 )

LOSS BEFORE BENEFIT FROM INCOME TAXES

    (4,230,000 )     (5,260,000 )
                 

PROVISION FOR INCOME TAXES

    -       -  
                 

NET LOSS

  $ (4,230,000 )   $ (5,260,000 )
                 

Net loss attributable to common stockholders - basic and diluted

               

Basic and diluted net loss per common share

  $ (0.25 )   $ (1.00 )

Weighted-average number of shares outstanding, basic and diluted

  $ 16,953,860     $ 5,240,755  

 

 

 

SUPER LEAGUE ENTERPRISE, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(In U.S. dollars, rounded to the nearest thousands, except share and per share data)

 

   

Three Months Ended March 31,

 
   

2025

   

2024

 
                 

GAAP net loss

  $ (4,230,000 )   $ (5,260,000 )

Add back:

               

Non-cash stock compensation

    284,000       332,000  

Non-cash amortization of intangibles

    541,000       683,000  

Change in fair value of warrant liability

    (717,000 )     761,000  

Other

    443,000       136,000  

Proforma net loss

  $ (3,679,000 )   $ (3,348,000 )
                 

Pro forma non-GAAP net loss per common share — diluted

  $ (0.22 )   $ (0.64 )

Non-GAAP weighted-average shares — diluted

    16,953,860       5,240,755  

 

 

 

SUPER LEAGUE ENTERPRISE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(In U.S. dollars, rounded to the nearest thousands)

 

   

Three Months Ended March 31,

 
   

2025

   

2024

 
                 

Operating Activities

               

Net loss

  $ (4,230,000 )   $ (5,260,000 )

Adjustments to reconcile net loss to net cash used in operations:

               

Depreciation and amortization

    547,000       700,000  

Stock-based compensation

    284,000       332,000  

Change in fair value of warrant liability

    (717,000 )     761,000  

Change in fair value of contingent consideration

    (59,000 )     116,000  

Change in fair value of debt at fair value

    495,000       -  

Gain on sale of intangible assets

    (243,000 )     (144,000 )

Fair value of noncash legal settlement and other noncash charges

    -       164,000  

Changes in assets and liabilities

               

Accounts Receivable

    1,198,000       2,048,000  

Prepaid Expenses and Other Assets

    (352,000 )     (48,000 )

Accounts payable and accrued expenses

    107,000       (2,548,000 )

Accrued contingent consideration

    -       142,000  

Contract liabilities

    583,000       (6,000 )

Accrued interest on notes payable

    184,000       -  

Net Cash Used in Operating Activities

    (2,203,000 )     (3,743,000 )
                 

Investing Activities

            -  

Proceeds from sale of Minehut Assets

    383,000       -  

Capitalization of software development costs

    (100,000 )     (125,000 )

Net Cash Used in Investing Activities

    283,000       (125,000 )
                 

Financing Activities

               

Proceeds from issuance of common stock, net of issuance costs

    231,000       -  

Proceeds from the issuance of promissory notes, net of issuance costs

    3,079,000       -  

Payments on promissory notes

    (2,075,000 )     -  

Accounts receivable facility advances

    259,000       371,000  

Payments on accounts receivable facility

    (137,000 )     (801,000 )

Net Cash Provided by (Used in) Financing Activities

    1,357,000       (430,000 )
                 

Net Decrease in Cash and Cash Equivalents

    (563,000 )     (4,298,000 )

Cash and Cash Equivalents at Beginning of the Period

    1,310,000       7,609,000  

Cash and Cash Equivalents at End of the Period

  $ 747,000     $ 3,311,000