Super League Enterprise, Inc. Announces Registered Direct Offering

Rhea-AI Summary

Super League Enterprise (NASDAQ: SLE) has announced a registered direct offering with an institutional investor for approximately $670,000 through the sale of 5,583,334 shares of Common Stock and Pre-funded Warrants. The offering price is set at $0.12 per Common Stock share, with Pre-Funded Warrants priced at $0.11999 with a $0.00001 exercise price. The transaction is expected to close around June 2, 2025. The company plans to use the proceeds for general corporate purposes and working capital. Aegis Capital Corp. is serving as the exclusive placement agent, with the offering being conducted through an effective shelf registration statement on Form S-3.

Positive

• Immediate access to $670,000 in additional capital for working capital and general corporate purposes
• Pre-funded warrants provide flexibility in the capital structure
• Transaction backed by institutional investor showing some institutional interest

Negative

• Small offering size of only $670,000 indicates limited investor interest
• Low share price of $0.12 suggests company distress
• Potential dilution for existing shareholders
• Offering price represents likely discount to market price, negatively impacting stock value

Insights

Financial Analyst

SLE is raising $670K through a heavily dilutive stock offering at $0.12 per share, suggesting serious cash needs despite the minimal amount raised.

Super League Enterprise is conducting a registered direct offering that raises approximately $670,000 through the sale of 5,583,334 shares at just $0.12 per share (or pre-funded warrants at effectively the same price). This financing comes with several concerning implications. First, the extremely low share price of $0.12 indicates significant market skepticism about the company's prospects. Second, this offering represents substantial dilution for existing shareholders, as the company is issuing over 5.5 million new shares. Third, the small size of the raise ($670,000) suggests both limited investor interest and a company potentially struggling with cash flow issues.

The use of pre-funded warrants alongside common stock is a structure typically employed when investors want immediate equity exposure but prefer the flexibility of warrants for technical or regulatory reasons. The fact that SLE could only secure a single "institutional investor" rather than multiple participants may indicate limited market confidence. Additionally, the stated use of proceeds for "general corporate purposes and working capital" rather than specific growth initiatives suggests the funds may be needed simply to maintain operations rather than drive expansion. This type of small, dilutive financing at a low share price is often seen in companies facing financial challenges that need immediate capital to sustain operations.

SANTA MONICA, Calif., May 30, 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 that it has entered into definitive agreements in 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 is $0.12 (or $0.11999 for each Pre-Funded Warrant, which is equal to the public offering price per share of Common Stock to be sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Warrant sold in the offering, the number of shares of Common Stock in the offering will be decreased on a one-for-one basis.

Aggregate gross proceeds to the Company are expected to be approximately $670,000. The transaction is expected to close on or about June 2, 2025, subject to the satisfaction of customary closing conditions. 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. is acting as exclusive placement agent for the offering. Disclosure Law Group, a Professional Corporation is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

The registered direct offering is being 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. 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. These risks and uncertainties include, without limitation, risks and uncertainties related to whether or not the Company will be able to raise capital through the sale of its securities; the final terms of the proposed Offering; market conditions; satisfaction of customary closing conditions related to the Offering; the Company’s ability to maintain adequate liquidity and financing sources; various risks related to the Company’s business operations; and other risks and uncertainties, including those described within the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There can be no assurance that the Company will be able to complete the Offering on the anticipated terms, or at all. 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

What is the size of Super League Enterprise's (SLE) registered direct offering?

Super League Enterprise's registered direct offering is approximately $670,000 through the sale of 5,583,334 shares of Common Stock and Pre-funded Warrants.

What is the price per share for SLE's direct offering?

The public offering price is $0.12 per share of Common Stock, and $0.11999 for each Pre-Funded Warrant with an exercise price of $0.00001.

When will SLE's registered direct offering close?

The transaction is expected to close on or about June 2, 2025, subject to customary closing conditions.

How will Super League Enterprise use the proceeds from the offering?

The company plans to use the net proceeds from the offering, together with existing cash, for general corporate purposes and working capital.

Who is the placement agent for SLE's registered direct offering?

Aegis Capital Corp. is acting as the exclusive placement agent for the offering.