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): September 15, 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
8.01. Other
Events.
As previously disclosed, Super League Gaming, Inc.
(the “Company”) entered into an Underwriting Agreement on
August 26, 2020 (the “Agreement”) with National Securities Corporation, as
representatives of the underwriters named therein (collectively,
the “Underwriters”),
pursuant to which the Company sold a total of 4,540,541 shares (the
“Shares”) of its Common Stock, par value $0.001
(“Common
Stock”), at a public
offering price of $1.85 per share, resulting in gross proceeds to
the Company of approximately $8.4 million (the
“Public
Offering”). Pursuant to
the Agreement, the Company also granted the Underwriters a 30-day
over-allotment option (the “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.
On
September 15, 2020, the Company received a notice that the
Underwriters intended to exercise the Option with respect to
448,440 Option Shares, resulting in gross proceeds to the Company
of an additional $829,614. The closing of the purchase of the
Option Shares occurred on September 16, 2020.
The
Company intends to use the net proceeds from the sale of the Option
Shares for working capital and general corporate
purposes.
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 17, 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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