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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.
Super League Enterprise, Inc. (SLE) director Marti J. Frucci filed an initial insider ownership report on Form 3. The filing lists Frucci as a director of the company and states that, as of the event date of January 1, 2026, no Super League Enterprise securities are beneficially owned. Both the non-derivative and derivative securities tables are blank, and the explanatory note confirms that no securities are beneficially owned.
Super League Enterprise, Inc. reported a change to its capital structure. On January 27, 2026, the company filed multiple Certificates of Cancellation in Delaware to terminate the designations of several preferred stock series, including its Series AA-2, AA-3, AA-4, AA-5 and multiple Series AAA preferred and junior convertible preferred stock.
The board of directors approved these cancellations, and the company states that no shares of any of these preferred stock series were outstanding on the effective date. This action simplifies the company’s authorized share structure without affecting existing common stockholders’ current holdings.
Super League Enterprise, Inc. approved and implemented a reverse stock split of its common stock at a 1-for-12 ratio through an amendment to its certificate of incorporation. The amendment became effective at 12:01 a.m. on January 23, 2026, and the company’s shares are expected to begin trading on a reverse split–adjusted basis on the Nasdaq Capital Market that same day.
Every 12 issued and outstanding shares of common stock automatically combined into one share, and any fractional share that would have resulted will be rounded up to one whole share. The reverse split does not change the rights or preferences of the common stock. Direct Transfer LLC has been appointed as exchange agent. The company also issued a press release and a shareholder letter on January 21, 2026, to provide further information and a corporate update.
Super League Enterprise, Inc. received a Schedule 13G filing from Empery Asset Management, LP and Ryan M. Lane reporting beneficial ownership of 1,275,475 shares of its common stock, including 25,486 shares issuable upon exercise of warrants. This stake represents 9.99% of the common stock, based on 12,742,039 shares outstanding, which reflects 11,492,050 shares outstanding as of November 19, 2025 plus 1,249,989 shares issued upon warrant exercises through December 31, 2025.
The filing explains that the warrants are subject to a 9.99% ownership cap, so not all warrants can be exercised at once. Empery Asset Management is investment manager to the funds that hold the securities, and Lane may be deemed a beneficial owner through his control positions, though both disclaim beneficial ownership beyond their indirect roles. The securities are stated to be held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
Pioneer Capital Anstalt, a Liechtenstein entity, filed an amended beneficial ownership report for Super League Enterprise, Inc. common stock. The filing shows Pioneer Capital beneficially owns 394,572 shares of common stock, representing 3.40% of the class, based on 11,622,934 shares outstanding as of December 3, 2025 as reported in the company’s Form S-3. Pioneer Capital has sole power to vote and dispose of all 394,572 shares and no shared voting or dispositive power.
The filing indicates that Pioneer Capital now owns 5 percent or less of the company’s common stock and certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of Super League Enterprise, but instead on a passive basis.