Delaware
|
001-38819
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47-1990734
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(State or other jurisdiction of
incorporation) |
(Commission File Number)
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(IRS Employer
Identification Number) |
2912 Colorado Avenue, Suite 203
Santa Monica, California 90404
|
(Address of principal executive offices)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
SLGG
|
Nasdaq Capital Market
|
|
|
For
|
|
Withheld
|
Ann Hand
|
|
39,888,100
|
1,775,736
|
|
Mark Jung
|
38,785,832
|
2,878,004
|
For
|
|
Against
|
|
Abstain
|
49,578,468
|
1,736,243
|
565,301
|
For
|
|
Against
|
|
Abstain
|
46,692,688
|
4,792,868
|
394,456
|
For
|
|
Against
|
|
Abstain
|
34,755,171
|
6,582,269
|
326,396
|
For
|
|
Against
|
|
Abstain
|
50,548,955
|
873,359
|
457,698
|
Exhibit No.
|
Description
|
|
3.1
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||
99.1
|
||
104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
Super League Gaming, Inc.
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||
Date: September 8, 2023
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By:
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/s/ Clayton Haynes
|
Clayton Haynes
Chief Financial Officer
|
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
OF
SUPER LEAGUE GAMING, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware (“DGCL”), Super League Gaming, Inc., a corporation organized under and existing by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
1. |
The name of the corporation is Super League Gaming, Inc. (the “Corporation”). |
2. |
This Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Super League Gaming, Inc., as amended (the “Certificate of Incorporation”), was duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with the provisions of Section 242 of the DGCL. |
3. |
The Corporation hereby amends the following provision of the Certificate of Incorporation by deleting Article FIRST in its entirety and replacing it with the following: |
FIRST: The name of this Corporation is Super League Enterprise, Inc. (the “Corporation”).
4. |
The Corporation hereby further amends the following provision of the Certificate of Incorporation by deleting the first paragraph of Article FOURTH in its entirety and replacing it with the following new paragraphs: |
FOURTH: The total number of shares which the Corporation shall have authority to issue is four hundred and ten million (410,000,000) shares, of which four hundred million (400,000,000) shares shall be common stock, par value $0.001 per share (“Common Stock”), and ten million (10,000,000) shares shall be preferred stock, par value $0.001 per share (“Preferred Stock”). The Board of Directors of the Corporation may divide the Preferred Stock into any number of series, fix the designation and number of each such series, and determine or change the designation, relative rights, preferences, and limitations of any series of Preferred Stock. The Board of Directors (within the limits and restrictions of the adopting resolutions) may also increase or decrease the number of shares of Preferred Stock initially fixed for any series, but no decrease may reduce the number below the shares of Preferred Stock then outstanding and duly reserved for issuance.
Upon the effectiveness of this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation (the “Effective Time”), every twenty (20) shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”), will automatically and without any action on the part of the respective holders thereof be combined, reclassified and changed into one (1) share of Common Stock of the Corporation (the “New Common Stock”). Notwithstanding the immediately preceding sentence, in lieu of any fractional interests in shares of New Common Stock to which any stockholder would otherwise be entitled pursuant hereto (taking into account all shares of capital stock owned by such stockholder), any fractional share will be rounded down to the nearest whole number and the holder shall be entitled to receive a cash payment in the amount equal to the value of such fractional share. The combination and conversion of the Old Common Stock shall be referred to as the “Reverse Stock Split.”
The Corporation shall not be obligated to issue certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Stock Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Stock Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified; provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified.”
5. |
That said amendments shall be effective at 12:01 am, Eastern time, on September 11, 2023. |
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 7th day of September 2023.
Super League Gaming, Inc.
By: /s/ Ann Hand Ann Hand Chief Executive Officer |
Exhibit 99.1
Super League Gaming Announces Name Change to Super League Enterprise and 1-for-20 Reverse Stock Split
SANTA MONICA, Calif., Sept. 08, 2023 -- Super League Gaming, Inc. (the “Company”) (Nasdaq: SLGG), a global leader in providing immersive experiences across the world's largest metaverse gaming platforms, today announced at its annual general meeting, shareholders approved a name change (“Name Change”) to Super League Enterprise, Inc. and a reverse stock split of its issued and outstanding shares of common stock, par value $0.001 per share ("Common Stock"), at a ratio of 1-for-20 (the “Reverse Split”).
The Company believes the new name better aligns with the full vision and potential for the Company’s proficiency in providing a scalable, vertically integrated publishing engine for the immersive web. The Name Change will not affect the status of the Company or the rights of any stockholders in any respect, or the validity or transferability of stock certificates presently outstanding. In connection with the Name Change, expected to go into effect on September 11th, the stock trading symbol will be changed from “SLGG” to “SLE” to more closely align the ticker symbol with the Company’s new name.
The Company’s stockholders will not be required to exchange stock certificates in connection with the name change. Any outstanding physical stock certificate that represents a stockholder’s shares of Common Stock or Preferred Stock (“Preferred Stock”) will continue to represent such stockholder’s ownership of such shares. If physical certificates are presented for transfer in the ordinary course, new certificates bearing the new corporate name will be issued.
The Reverse Split is expected to become legally effective at 12:01 AM on September 11, 2023 (the "Legal Effective Date"), and the shares are expected to begin trading on the split-adjusted basis on The Nasdaq Capital Market under the Company's new trading symbol "SLE" on September 11, 2023, upon The Nasdaq Stock Market's approval.
On the Legal Effective Date, every 20 issued and outstanding shares of the Company’s Common Stock will be converted automatically into one share of the Company’s Common Stock without any change in the par value per share. Once effective, the Reverse Split will reduce the number of shares of Common Stock outstanding from approximately 71.9 million shares to approximately 3.59 million.
The Company strongly believes a Reverse Split is necessary to increase the market price per share to better assure that it maintains compliance with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) and to make investments in the Company more attractive to investors by increasing the trading price of the Company’s Common Stock on such market.
Immediately after the Reverse Split, each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. No fractional shares of the Company’s Common Stock will be issued; instead, holders of Common Stock who would otherwise be entitled to receive a fractional share of Common Stock as a result of the Reverse Split will receive cash in lieu of such fractional shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Split.
Stockholders who hold their shares in brokerage accounts or in "street name" will have their positions automatically adjusted to reflect the Reverse Split, subject to each broker's particular processes, and will not be required to take any action in connection with the Reverse Split. Registered stockholders holding pre-split shares of the Company's Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders holding shares of the Company's Common Stock in certificate form will receive a transmittal letter from Broadridge with instructions as soon as practicable after the Legal Effective Date.
About Super League
Super League Enterprise, Inc. (Nasdaq: SLGG), formerly Super League Gaming, Inc. is a leading strategically-integrated publisher and creator of games and experiences across the world’s largest immersive digital platforms. From metaverse gaming powerhouses such as Roblox, Minecraft and Fortnite, to the most popular Web3 environments such as Sandbox and Decentraland, to bespoke worlds built using the most advanced 3D creation tools, Super League’s innovative solutions provide incomparable access to massive audiences who gather in immersive digital spaces to socialize, play, explore, collaborate, shop, learn and create. As a true end-to-end activation partner for dozens of global brands, Super League offers a complete range of development, distribution, monetization and optimization capabilities designed to engage users through dynamic, energized programs. As an originator of new experiences fueled by a network of top developers, a comprehensive set of proprietary creator tools and a future-forward team of creative professionals, Super League accelerates IP and audience success within the fastest growing sector of the media industry. For more, go to superleague.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the federal securities laws. A reader can identify forward-looking statements because they are not limited to historical fact or they use words such as “scheduled,” “may,” “will,” “could,” “anticipate,” "believe," "expect," or similar expressions. Such forward-looking statements involve risks and uncertainties, and include the statements related to the future price of our Common Stock, the effect of the Reverse Split on stockholders, and compliance with listing standards. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Information about the risks and uncertainties faced by the Company are contained in the sections captioned "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2023, and our Quarterly Reports on Form 10-Q, and in other reports that the Company files with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. In addition, the Company's forward-looking statements could be affected by general industry and market conditions and regulatory approvals. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties or other contingencies.
Investor Relations Contact:
Shannon Devine/ Mark Schwalenberg
MZ North America
SLGG@mzgroup.us
CONTACT
For Super League
Gillian Sheldon
gillian.sheldon@superleague.com