Attached files
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| EX-99.1 - PRESS RELEASE - Super League Gaming, Inc. | ex99-1.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - Super League Gaming, Inc. | ex1-1.htm |
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 26, 2020
Super League Gaming, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-38819
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47-1990734
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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2912 Colorado Avenue, Suite #203
Santa Monica, California 90404
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(Address of principal executive offices)
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(802) 294-2754
(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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common
Stock, par value $0.001 per share
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SLGG
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Nasdaq
Capital Market
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Item 1.01. Entry into a Material
Definitive Agreement.
On August 26, 2020, Super League Gaming, Inc. (the
“Company”) entered into an underwriting agreement
(the “Underwriting
Agreement”) with National
Securities Corporation, as the representative of the several
underwriters named in the Underwriting Agreement (the
“Underwriters”),
relating to the issuance and sale (the “Offering”) of 4,540,541 shares (the
“Shares”) of the Company’s common stock,
$0.001 par value per share (the “Common
Stock”) (the
“Shares”), at a public offering price of $1.85 per
Share, resulting in gross proceeds to the Company of approximately
$8.4 million. In addition, pursuant to the terms of the
Underwriting Agreement, the Company granted to the Underwriter a
30-day over-allotment option (the
“Over-Allotment
Option”) to purchase up
to an additional 681,081 Shares (the “Option
Shares”) at the same
public offering price per share, less discounts and
commissions.
The Offering closed on August 31, 2020, with the sale of 4,540,541
Shares. The Company received net proceeds of approximately $7.7
million from the Offering, which the Company expects to use for
working capital and general corporate purposes.
The Offering was conducted pursuant to the
Company’s effective registration statement on Form S-1 (File
No. 333-248248), a related registration statement on Form S-1
filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the “Securities
Act”), and prospectus
dated August 26, 2020.
The
Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act,
other obligations of the parties, and termination
provisions.
The
foregoing is only a brief description of the material terms of the
Underwriting Agreement, does not purport to be a complete
description of the rights and obligations of the parties
thereunder, and is qualified in its entirety by reference to the
Underwriting Agreement that is filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated by reference
herein.
The
Underwriting Agreement has been attached hereto as an exhibit to
provide investors and security holders with information regarding
its terms. It is not intended to provide any other factual
information about the Company. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of the Underwriting Agreement and as of specific
dates, were solely for the benefit of the parties to the
Underwriting Agreement, and may be subject to limitations agreed
upon by the contracting parties, including being qualified by
confidential disclosures exchanged between the parties in
connection with the execution of the Underwriting
Agreement.
Item 8.01. Other
Events.
On
August 27, 2020, the Company issued a press release announcing
certain events related to the Offering. A copy of the press release
is attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index
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Exhibit No.
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Description
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Underwriting
Agreement, by and between Super League Gaming, Inc. and National
Securities Corporation, dated August 26, 2020.
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Press
Release issued by Super League Gaming, Inc., dated August 27,
2020.
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Disclaimer.
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.
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Super
League Gaming, Inc.
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Date:
September 1, 2020
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By:
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/s/ Clayton Haynes
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Clayton
Haynes
Chief
Financial Officer
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