Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - Super League Gaming, Inc. | slgg_ex231.htm |
| EX-5.1 - OPINION ON LEGALITY - Super League Gaming, Inc. | slgg_ex51.htm |
As filed with the Securities and Exchange Commission on
August 27, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
SUPER LEAGUE GAMING, INC.
(Exact name of registrant as specified in its
charter)
|
|
|
|
|
|
|
Delaware
(State
or other jurisdiction of
incorporation or organization)
|
|
7374
(Primary
Standard Industrial
Classification
Code Number)
|
|
47-1990734
(I.R.S.
Employer
Identification
Number)
|
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
Company: (802) 294-2754; Investor Relations: (949)
574-3860
(Address, including zip code, and telephone number,
including
area code, of registrant's principal executive
offices)
Ann Hand
President and Chief Executive Officer
Super League Gaming, Inc.
2912 Colorado Ave., Suite #203
Santa Monica, California 90404
(802) 294-2754
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
|
Daniel W. Rumsey, Esq.
Jessica R. Sudweeks, Esq.
Disclosure Law Group,
A Professional Corporation
655 West Broadway, Suite 870
San Diego, California 92101
(619) 272-7050
|
Stephen E. Older, Esq.
Rakesh Gopalan, Esq.
McGuireWoods LLP
1251 Avenue of the Americas,
20th Floor
New York, New York 10020
(212) 548-2100
|
Approximate date of commencement of proposed sale to the
public:
As soon as practicable after the effective date of this
registration statement.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, as amended, check
the following box. ☐
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same
offering. ☒
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration number of
the earlier effective registration statement for the same
offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer ☐
|
|
Accelerated
filer ☐
|
|
Non-accelerated
filer ☒
|
Smaller
reporting company
|
☒
|
|
|
|
|
|
|
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 7(a)(2)(B) of the
Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
Title
of Each Class of Securities to be Registered
|
Amount
to
be
Registered
(1)
|
Proposed
Maximum Offering Price Per Share
|
Proposed
Maximum Aggregate
Offering Price
(2)
|
Amount of
Registration Fee
(2)(3)
|
|
Common Stock,
$0.001 par value per share
|
715,555
|
$2.25
|
$1,609,998.75
|
$208.98
|
|
(1)
|
Represents
only the additional number of shares being registered and includes
93,333 additional shares of common stock that the underwriters have
the option to purchase. This does not include the securities that
the Registrant previously registered on the Registration Statement
on Form S-1, as amended (File No. 333-248248)
(“Prior Registration
Statement”).
|
|
|
|
|
(2)
|
Calculated
in accordance with Rule 457(a) under the Securities Act of 1933, as
amended.
|
|
|
|
|
(3)
|
The
Registrant previously registered 3,577,778 shares of its common
stock with an aggregate offering price not to exceed $8,050,000 on
the Prior Registration Statement, which was declared effective by
the Securities and Exchange Commission on August 26, 2020. In
accordance with Rule 462(b) under the Securities Act, an additional
amount of securities having a proposed maximum aggregate offering
price of $1,609,998.75 are hereby registered, which includes shares
that the underwriters have the option to purchase.
|
The Registration Statement shall become effective upon filing in
accordance with Rule 462(b) promulgated under the Securities Act of
1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This
Registration Statement on Form S-1 (this
“Registration
Statement”) is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, for the sole purpose
of increasing the aggregate number of shares of common stock
offered by Super League Gaming, Inc. (the “Registrant”) by 715,555 shares,
93,333 of which are subject to purchase upon exercise of the
underwriters’ option to purchase additional shares of the
Registrant’s common stock. The additional securities that are
being registered for sale are in an amount and at a price that
together represent no more than 20% of the maximum aggregate
offering price set forth in the Calculation of Registration Fee
table contained in the Registration Statement on
Form S-1, as amended
(File No. 333-248248) (the “Prior Registration Statement”).
The information set forth in the Prior Registration Statement and
all exhibits thereto are hereby incorporated by reference in this
filing.
The
required opinion and consents are listed on an Exhibit Index
attached hereto and filed herewith.
Exhibit Index
|
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
|
|
|
|
|
|
Opinion
of Disclosure Law Group, a Professional Corporation
|
|
|
|
|
|
|
|
Consent
of Squar Milner LLP
|
|
|
|
|
|
|
|
Consent
of Disclosure Law Group, a Professional Corporation (included in
Exhibit 5.1)
|
|
|
|
|
|
|
|
Power
of Attorney (included on the signature page of the Prior
Registration Statement filed on August 21, 2020)
|
|
SIGNATURES
Pursuant to the
requirements of the Securities Act, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Santa Monica, State of
California, on this 27th day of August, 2020.
|
|
SUPER
LEAGUE GAMING, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Ann
Hand
|
|
|
|
|
Ann
Hand
|
|
|
|
|
Chief Executive Officer, President and Chair of the
Board
|
|
Pursuant to the
requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the
capacities held on the dates indicated.
|
Signature
|
Title
|
Date
|
|
|
|
|
|
/s/ Ann
Hand
|
Chief
Executive Officer,
|
August 27, 2020
|
|
Ann
Hand
|
President,
Chair of the Board
|
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
*
|
Chief
Financial Officer
|
August 27, 2020
|
|
Clayton
Haynes
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
*
|
Director
|
August 27, 2020
|
|
David
Steigelfest
|
|
|
|
|
|
|
|
*
|
Director
|
August 27, 2020
|
|
Jeff
Gehl
|
|
|
|
|
|
|
|
*
|
Director
|
August 27, 2020
|
|
Kristin
Patrick
|
|
|
|
|
|
|
|
*
|
Director
|
August 27, 2020
|
|
Michael
Keller
|
|
|
|
|
|
|
|
*
|
Director
|
August 27, 2020
|
|
Mark
Jung
|
|
|
* By: /s/ Ann
Hand
Ann Hand
Attorney-in-Fact