Super League Enterprise, Inc. filings document the regulatory record for a Nasdaq-listed gaming media advertising and audience intelligence company. Its disclosures cover material definitive agreements, asset purchase transactions, stockholder voting matters, operating and financial results, board and compensation actions, risk factors, and security-structure changes involving common stock, warrants, and preferred-stock designations.
The filing record includes Form 8-K reports and proxy materials tied to the completed purchase of assets constituting the Misfits Ads Business, including stockholder approval for share issuance and consideration involving common stock and warrants. Other filings document a reverse stock split, cancellation of multiple preferred-stock designations, board composition changes, inducement equity grants, and amendments to governing documents.
Super League Enterprise, Inc. director Robert Kalutkiewicz received an equity grant in the form of restricted stock units. On May 6, 2026, he was awarded 6,820 RSUs of common stock at no cash cost, recorded as a grant/award acquisition.
According to the footnote, these RSUs were granted in connection with his appointment to the Board of Directors and will vest in full on the date of the company’s 2026 annual meeting of stockholders. Following this grant, his reported direct holdings total 6,820 shares/units of common stock.
Super League Enterprise, Inc. director Robert Kalutkiewicz filed an initial statement of beneficial ownership of securities as a reporting person. The available data for this filing shows no reported purchases, sales, exercises, gifts, or other insider transactions in Super League Enterprise, Inc. stock.
Super League Enterprise, Inc. closed its acquisition of the Misfits Ads Business from Esports Now, LLC, after shareholders approved issuing up to 1,161,813 shares tied to the deal. At closing, the company paid $1.5 million in cash, issued 26,768 common shares, and granted pre-funded warrants for 509,682 shares plus warrants for 536,450 shares at an $18.00 exercise price, with additional delayed and earnout cash and share consideration possible over the next year based on performance and market capitalization milestones.
The parties also entered into a one-year exclusive brand partnership for Misfits’ Roblox game portfolio, a registration rights agreement covering the equity consideration, and granted Misfits the right to designate a director. Mark Jung resigned from the board and audit committee, and Misfits designee Robert Kalutkiewicz joined the board. A former Misfits executive received an inducement grant of 12,000 restricted shares as part of his hiring.
Super League Enterprise, Inc. filed an amended annual report to replace Part III of its Form 10‑K with updated details on leadership, compensation, ownership, related‑party dealings and auditor fees. The filing confirms Super League’s Nasdaq listing, a public float of about $4.1 million as of June 30, 2025, and 1,467,848 common shares outstanding as of April 27, 2026.
The company describes a classified, three‑class board led by CEO and Chair Matt Edelman, with five of seven directors meeting Nasdaq independence standards. Committees for audit, compensation, and nominating/governance are fully in place, and the board oversees enterprise‑wide risk, including cybersecurity, through regular reports from management and its committees.
Super League outlines its smaller‑reporting‑company pay program, showing 2025 total compensation of about $2.3 million for Edelman, $1.2 million for CFO Clayton Haynes, and $482,000 for former CEO Ann Hand, primarily through salary and equity awards. New three‑year employment agreements grant Edelman and Haynes time‑based and performance RSUs that vest through late 2027, with accelerated vesting on a defined change‑in‑control and cash severance if terminated without cause or they resign for good reason.
The filing details the 2025 Omnibus Equity Incentive Plan, expanded to authorize 580,667 shares after a 1‑for‑12 reverse split, with 53,000 shares remaining available as of December 31, 2025. It discloses preferred stock structures and that three investors hold 100% of the Series AA, Series AAA‑2 and Series C preferred classes, together representing significant as‑converted common stock.
Related‑party items include a now‑expired consulting agreement with director Mark Jung and a 2024 unsecured promissory note from a non‑employee director that was later exchanged for junior preferred stock and scheduled cash payments, resulting in a recorded loss on extinguishment. The company describes a formal related‑person transaction policy requiring audit committee review for items over $120,000.
WithumSmith+Brown PC remains the independent auditor, billing $698,030 in 2025 for audit and audit‑related work. The board affirms Withum’s independence and notes there were no reportable disagreements on accounting or disclosure. Super League also reiterates its code of business conduct, insider‑trading policy, and indemnification protections for directors and officers under Delaware law.
Super League Enterprise reported fourth quarter and full year 2025 results showing a smaller, more focused business but continued losses. Full year revenue was $11.3 million versus $16.2 million in 2024, with Q4 revenue of $3.2 million versus $3.4 million a year earlier. Gross margin improved to 40% from 38%, helped by cost cuts and a shift to more scalable offerings, while net operating loss narrowed to $12.97 million from $16.75 million. GAAP net loss widened to $20.7 million, driven by $7.1 million of non-cash debt fair value charges and other one-time items. The company ended 2025 debt-free with $14.39 million in cash, up from $1.31 million, and removed going concern language from its auditor’s report. Management says pro forma cash basis EBITDA improved 31% for the year and 56% in Q4, expects Q1 2026 revenue to exceed the prior year, and is targeting cash-basis EBITDA profitability by late 2026, aided by a pending acquisition of the Misfits Ads Division, subject to stockholder approval.
Super League Enterprise, Inc. is asking stockholders to approve the issuance of up to 1,161,813 shares of common stock as acquisition consideration for assets of Esports Now, LLC’s Misfits Ads Business. This includes common shares, a pre-funded warrant, a common stock warrant, and potential earnout shares.
The issuance, assuming full warrant exercise and full earnout, would equal roughly 40% of common shares outstanding as of the record date, significantly diluting existing holders’ voting power. As of March 17, 2026, 1,311,157 shares of common stock were outstanding. A second proposal would allow adjournment of the meeting to solicit additional proxies if needed.
Super League Enterprise, Inc. describes itself as an audience intelligence and media activation company that helps brands reach gamers across Roblox, Minecraft, Fortnite, mobile games, social video, and connected TV. It operates a single segment focused on data-driven advertising formats, media distribution, and managed campaign services.
The company highlights a large addressable market, citing a 3.3 billion global gaming population and a roughly $1.0 trillion global advertising market, with gaming ad spend still relatively underweighted. Strategy centers on shifting from custom campaigns toward scalable media programs, building a behavioral data and intelligence layer, and leveraging partnerships and acquisitions.
Risk factors emphasize recurring net losses, an accumulated deficit, dependence on external capital, high customer and vendor concentration, intense competition from major ad-tech, gaming platforms and agencies, cyber and data-privacy exposure, regulatory and child-protection compliance, seasonal advertising demand, and execution and integration risks from past and potential acquisitions.
Super League Enterprise, Inc. has entered into an Asset Purchase Agreement to acquire the Misfits Ads Business from Esports Now, LLC, expanding its gaming-focused advertising platform. At closing, Misfits will receive $1.5 million in cash, 71,490 Super League common shares, a pre-funded warrant for 456,631 shares, and a warrant for 528,121 shares at an $18.00 exercise price, plus a $300,000 cash payment one year after closing.
Misfits may also earn up to an additional $1.2 million in cash and 105,571 shares (or equivalent pre-funded warrants) based on gross profit and market capitalization milestones over up to two years. Super League will assume certain liabilities tied to the assets and plans to appoint a Misfits designee to its board after closing. The transaction requires shareholder approval for the share and warrant issuances, regulatory and contractual consents, and includes registration rights for the equity issued to Misfits.
Super League Enterprise, Inc. is asking shareholders to approve the issuance of up to 1,161,813 shares of common stock as part of the consideration for its March 16, 2026 Asset Purchase Agreement to acquire the Misfits Ads Business from Esports Now, LLC. The proposed issuance, which includes common shares, a pre-funded warrant and a warrant (and up to 105,571 earnout shares, if earned), would represent approximately 40.0% of issued and outstanding common stock following closing assuming full exercise and earnout. The Company has scheduled a virtual Special Meeting for April 30, 2026 with a Record Date of March 17, 2026 and is also asking shareholders to approve an adjournment proposal to solicit additional proxies if needed.
Super League Enterprise, Inc. director Marti J. Frucci reported receiving an equity grant in the form of restricted stock units. On January 1, 2026, Frucci was awarded 5,284 RSUs of the company’s common stock in connection with their appointment to the Board of Directors.
The RSUs will vest in full on the date of the company’s 2026 annual meeting of stockholders, meaning Frucci must remain in the role through that meeting to receive the underlying shares. Following this grant, Frucci beneficially owns 5,284 shares of Super League Enterprise, Inc. common stock held directly.