Super League Enterprise, Inc. Announces Closing of Registered Direct Offering

Rhea-AI Summary

Super League Enterprise (NASDAQ: SLE) has closed a registered direct offering with an institutional investor, raising approximately $670,000 through the sale of 5,583,334 shares of Common Stock and Pre-funded Warrants. The offering was priced at $0.12 per share of Common Stock and $0.11999 for Pre-Funded Warrants, with an exercise price of $0.00001. The Pre-Funded Warrants are immediately exercisable until fully exercised. The company plans to use the proceeds for general corporate purposes and working capital. Aegis Capital Corp. served as the exclusive placement agent, with the offering conducted under an effective shelf registration statement on Form S-3.

Positive

• Immediate access to $670,000 in additional working capital
• Pre-funded warrants are immediately exercisable
• Successfully completed registered direct offering with institutional investor

Negative

• Significant dilution for existing shareholders with 5.58M new shares
• Very low share price of $0.12 indicates potential financial distress
• Small offering size of only $670,000 may not provide substantial runway

Insights

Financial Analyst

SLE raises $670K at $0.12/share in a dilutive registered direct offering, providing minimal working capital amid likely financial strain.

Super League Enterprise has closed a $670,000 registered direct offering with an institutional investor, consisting of 5,583,334 shares of common stock and pre-funded warrants priced at just $0.12 per share (or $0.11999 for pre-funded warrants).

The financing terms raise several critical concerns. The extremely low share price of $0.12 suggests significant financial pressure and potentially challenging market perception. This price point typically indicates a micro-cap company facing substantial headwinds, as established companies rarely conduct offerings at such low valuations.

The size of the offering is notably small for a public company. Raising only $670,000 provides minimal runway extension for a NASDAQ-listed entity, where quarterly operating expenses typically run into millions. The stated use for "general corporate purposes and working capital" rather than specific growth initiatives further suggests this may be primarily survival capital.

The dilutive impact is substantial given the large number of shares (5,583,334) relative to the small capital raise. This offering structure, including immediately exercisable pre-funded warrants, indicates the company needed to offer favorable terms to secure even this modest investment.

This transaction exhibits classic characteristics of distressed financing - low share price, small dollar amount, and vague use of proceeds focused on working capital rather than growth. While it provides temporary liquidity, investors should recognize this as a short-term solution that doesn't address fundamental business challenges for this playable media company.

SANTA MONICA, Calif., June 02, 2025 (GLOBE NEWSWIRE) --  Super League Enterprise, Inc. (NASDAQ: SLE) (the “Company”), a leader in redefining how brands connect with consumers through the power of playable media, today announced the closing of a registered direct offering with an institutional investor for the purchase and sale of approximately $670,000 of shares of Common Stock and Pre-funded Warrants.

The offering consisted of the sale of 5,583,334 shares of Common Stock (or Pre-Funded Units). The public offering price per share of Common Stock was $0.12 (or $0.11999 for each Pre-Funded Warrant, which is equal to the public offering price per share of Common Stock sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full.

Aggregate gross proceeds to the Company were approximately $670,000. The transaction closed on June 2, 2025. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. acted as exclusive placement agent for the offering. Disclosure Law Group, a Professional Corporation acted as counsel to the Company. Kaufman & Canoles, P.C. acted as counsel to Aegis Capital Corp.

The registered direct offering was made pursuant to an effective shelf registration statement on Form S-3 (No. 333-283812) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 20, 2024. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Super League Enterprise, Inc.

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.

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. See the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024, filed at www.sec.gov and other documents filed with the SEC for risk factors which investors should consider. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Shannon Devine/ Mark Schwalenberg
MZ North America
Main: 203-741-8811
SLE@mzgroup.us

FAQ

How much did Super League Enterprise (SLE) raise in their June 2025 offering?

Super League Enterprise raised approximately $670,000 through a registered direct offering of Common Stock and Pre-funded Warrants.

What was the share price for SLE's June 2025 offering?

The public offering price was $0.12 per share of Common Stock and $0.11999 for Pre-Funded Warrants.

How many shares were issued in SLE's June 2025 offering?

The offering consisted of 5,583,334 shares of Common Stock (or Pre-Funded Units).

What will Super League Enterprise use the proceeds for?

The company plans to use the net proceeds for general corporate purposes and working capital.

Who was the placement agent for SLE's June 2025 offering?

Aegis Capital Corp. acted as the exclusive placement agent for the offering.