[8-K] Super League Enterprise, Inc. Reports Material Event

Rhea-AI Filing Summary

On July 7, 2025, Super League Enterprise, Inc. (Nasdaq: SLE) executed an Exchange Agreement with the Michael Keller Trust. In return for the surrender and forgiveness of a promissory note with principal and accrued interest totaling $1,878,082, the Company will issue 1,500,000 shares of its Series AAAA Jr. Convertible Preferred Stock and make cash payments totaling $378,002. The cash will be paid in six equal monthly installments of approximately $63,000 beginning October 15, 2025 and ending March 15, 2026. The agreement, filed as Exhibit 10.1 to this Form 8-K, eliminates the outstanding note, converting the liability into equity and a short-term cash obligation.

Key investor takeaways

• Debt reduction: Extinguishes nearly $1.9 million in debt, potentially strengthening leverage metrics.
• Equity issuance: 1.5 million preferred shares create possible future dilution depending on conversion terms (not disclosed in this filing).
• Manageable cash outflow: $378 k spread over six months mitigates immediate liquidity strain.

Insights

Financial Analyst

TL;DR Debt exchanged for preferred equity; balance sheet improves, but dilution and cash outflow temper upside—overall neutral impact.

The transaction removes a $1.878 million liability, a clear positive for leverage and covenant headroom. However, the issuance of 1.5 million Series AAAA Jr. Convertible Preferred shares introduces conversion and dividend risk that could dilute common shareholders. The $378 k scheduled cash payments are modest and spread over two fiscal quarters, limiting liquidity pressure. Absent details on conversion price or dividend terms, the market will likely view the deal as balance-sheet neutral to modestly positive.

Securities Analyst

TL;DR Note-for-equity swap cleans debt ledger; preferred stock adds future overhang—impact judged balanced.

Eliminating the promissory note removes debt from the capital structure, but investors must weigh the overhang of 1.5 million convertible preferred shares. Without stated conversion mechanics, assessing dilution is difficult, yet the existence of a junior series suggests subordination to existing preferred. The six-month cash payout schedule is short, but small relative to the foregone debt. Net effect: modest improvement in credit profile offset by equity overhang.

false 0001621672 0001621672 2025-07-07 2025-07-07

 

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): July 7, 2025

 

Super League Enterprise, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	001-38819	47-1990734
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

 

2450 Colorado Avenue Suite, 100E

Santa Monica, California 90404

(Address of principal executive offices)

 

(213) 421-1920

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SLE	Nasdaq Capital Market

   

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.  ☐

   

Item 1.01. Entry into a Material Definitive Agreement

 

On July 7, 2025, Super League Enterprise, Inc. (the “Company”) entered into an Exchange Agreement with the Michael Keller Trust (the “Trust”), pursuant to which the Company and the Trust agreed that in exchange for the surrender and forgiveness of that certain promissory note issued to the Trust, dated November 19, 2024, with the principal and interest thereon being equal to $1,878,082, the Trust would be granted (a) 1,500,000 shares of Series AAAA Jr. Convertible Preferred Stock, and (b) cash payments totaling $378,002, such payments to be made in equal monthly installments of approximately $63,000, commencing on October 15, 2025, and concluding on March 15, 2026 (the “Trust Agreement”)

 

The foregoing summary of the terms and conditions of the Trust Agreement is subject to, and qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1, to this Current Report on Form 8-K and is incorporated herein by reference.

   

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits Index

 

Exhibit No.		Description
10.1		Exchange Agreement, dated July 7, 2025, by and between Super League Enterprise, Inc. and the Michael Keller Trust
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

   

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.

 

	Super League Enterprise, Inc.
Date: July 11, 2025	By:	/s/ Clayton Haynes
		Clayton Haynes Chief Financial Officer

   

FAQ

What transaction did Super League Enterprise (SLE) disclose on July 7, 2025?

The company swapped a $1,878,082 promissory note for 1,500,000 Series AAAA Jr. Convertible Preferred shares and $378,002 in cash payments.

How much debt is being eliminated by Super League Enterprise under the Exchange Agreement?

The agreement cancels a promissory note with principal and interest totaling $1,878,082.

How many preferred shares will be issued to the Michael Keller Trust?

1,500,000 shares of Series AAAA Jr. Convertible Preferred Stock will be issued.

What are the cash payment terms associated with the exchange?

SLE will pay a total of $378,002 in six equal monthly installments of about $63,000 each.

When do the cash installments start and end?

Payments begin on October 15, 2025 and conclude on March 15, 2026.

Where can investors read the full Exchange Agreement?

The complete document is filed as Exhibit 10.1 to the company’s Form 8-K dated July 7, 2025.