As filed with the Securities and Exchange Commission on August 11, 2025
Registration No. 333-238143
Registration No. 333-258996
Registration No. 333-269875
Registration No. 333-278863
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-238143
FORM S-8 REGISTRATION STATEMENT NO. 333-258996
FORM S-8 REGISTRATION STATEMENT NO. 333-269875
FORM S-8 REGISTRATION STATEMENT No. 333-278863
UNDER
THE SECURITIES ACT OF 1933
SUPER LEAGUE ENTERPRISE, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
47-1990734
|
|
(State or Other Jurisdiction
of Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
2450 Colorado Avenue, Suite 100E
Santa Monica, California 90404
(213) 421-1920
(Address of Principal Executive Offices)
Super League Enterprise, Inc. Amended and Restated 2014 Stock Option and Incentive Plan
Super League Enterprise, Inc. 2025 Omnibus Equity Incentive Plan
(Full title of the plan)
Matthew Edelman
Chief Executive Officer
Super League Enterprise, Inc.
2450 Colorado Avenue, Suite 100E
Santa Monica, California 90404
(213) 421-1920
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Daniel W. Rumsey, Esq.
Jack P. Kennedy, Esq.
Disclosure Law Group, a Professional Corporation
600 West Broadway, Suite 700
San Diego, California 92101
(619) 272-7050
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to Securities Act Forms Compliance and Disclosure Interpretation 126.43 (“C&DI 126.43”) published by the Securities and Exchange Commission (the “Commission”), Super League Enterprise, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statements on Form S-8 (this “Post-Effective Amendment”) to the following registration statements on Form S-8 (collectively, the “Prior Registration Statements”) filed by the Registrant with the Commission (all share amounts listed below have been adjusted to reflect (a) the 1-for-20 reverse split of the Registrant’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”), effected on September 11, 2023, and (b) the 1-for-40 reverse split of the Registrant’s issued and outstanding Common Stock, effected on June 23, 2025):
| |
1)
|
Registration Statement on Form S-8 (File No. 333-238143) filed on May 11, 2020, with respect to 2,320 shares of Common Stock to be issued under the Registrant’s Amended and Restated 2014 Stock Option and Incentive Plan, as amended (the “2014 Plan”);
|
| |
2)
|
Registration Statement on Form S-8 (File No. 333-258996) filed on August 23, 2021, with respect to 3,931 shares of Common Stock to be issued under the 2014 Plan;
|
| |
3)
|
Registration Statement on Form S-8 (File No. 333-269875) filed on February 21, 2023, with respect to 1,563 shares of Common Stock to be issued under the 2014 Plan; and
|
| |
4)
|
Registration Statement on Form S-8 (File No. 333-278863), filed on April 22, 2024, registering 10,938 shares of Common Stock to be issued under the 2014 Plan.
|
On June 9, 2025, the Registrant’s stockholders approved the Super League Enterprise, Inc. 2025 Omnibus Equity Incentive Plan (the “2025 Plan”), which replaces the 2014 Plan. No further awards will be made under the 2014 Plan.
The number of shares of Common Stock initially authorized for issuance pursuant to the awards under the 2025 Plan is equal to (a) 75,000 shares of Common Stock, plus (b) any shares subject to awards granted under the 2014 Plan that, on or after June 9, 2025, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Registrant due to failure to vest, with the maximum number of shares to be added to the 2025 Plan pursuant to clause (b) equal to 3,708 shares of Common Stock (such shares under clause (b), the “Carryover Shares”).
Contemporaneously with the filing of this Post-Effective Amendment, the Registrant is filing a Registration Statement on Form S-8 to register the 75,000 newly authorized shares of Common Stock that have become available for offer or sale pursuant to the 2025 Plan, which number does not include the Carryover Shares.
In accordance with C&DI 126.43 and pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the Registrant disclose a material change in the plan of distribution as it was originally disclosed in the Prior Registration Statements, this Post-Effective Amendment is filed to indicate that the Prior Registration Statements will also cover the issuance of the Carryover Shares under the 2025 Plan (as such shares would no longer be issuable under the 2014 Plan as described above). No additional securities are being registered by this Post-Effective Amendment.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules of the Commission, this registration statement omits the information specified in Part I, Item 1 of Form S-8. The documents containing the information specified in Part I, Item 1 will be delivered to the participants in the Plans as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been previously filed by the Company with the SEC are hereby incorporated by reference in this Registration Statement:
|
●
|
our Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 31, 2025 as amended on April 30, 2025;
|
|
●
|
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 15, 2025;
|
|
●
|
our Current Report on Form 8-K filed on January 8, 2025;
|
|
●
|
our Current Report on Form 8-K filed on February 14, 2025;
|
|
●
|
our Current Report on Form 8-K filed on April 3, 2025;
|
|
●
|
our Current Report on Form 8-K filed on April 11, 2025;
|
|
●
|
our Current Report on Form 8-K filed on May 6, 2025;
|
|
●
|
our Current Report on Form 8-K filed on May 12, 2025;
|
|
●
|
our Current Report on Form 8-K filed on May 15, 2025;
|
|
●
|
our Current Report on Form 8-K filed on May 16, 2025;
|
|
●
|
our Current Report on Form 8-K filed on May 22, 2025;
|
|
●
|
our Current Report on Form 8-K filed on May 30, 2025;
|
|
●
|
our Current Report on Form 8-K filed on June 2, 2025;
|
|
●
|
our Current Report on Form 8-K filed on June 10, 2025;
|
|
●
|
our Current Report on Form 8-K filed on June 20, 2025;
|
|
●
|
our Current Report on Form 8-K filed on July 7, 2025;
|
|
●
|
our Current Report on Form 8-K filed on July 8, 2025;
|
|
●
|
our Current Report on Form 8-K filed on July 11, 2025;
|
|
●
|
our Current Report on Form 8-K filed on July 14, 2025; and
|
|
●
|
the description of our Common Stock which is registered under Section 12 of the Exchange Act, in our Registration Statement on Form 8-A, filed on February 21, 2019, including any amendment or reports filed for the purposes of updating this description.
|
Until such time that a post-effective amendment to this Registration Statement has been filed which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold at the time of such amendment, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which is also deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145(a) of the Delaware General Corporation Law (“DGCL”) provides, in general, that a Delaware corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) because that person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, so long as the person acted in good faith and in a manner he or she reasonably believed was in or not opposed to the corporation’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145(b) of the DGCL provides, in general, that a Delaware corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to obtain a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action, so long as the person acted in good faith and in a manner the person reasonably believed was in or not opposed to the corporation’s best interests, except that no indemnification shall be permitted without judicial approval if a court has determined that the person is to be liable to the corporation with respect to such claim. Section 145(c) of the DGCL provides that, if a present or former director or officer has been successful in defense of any action referred to in Sections 145(a) and (b) of the DGCL, the corporation must indemnify such officer or director against the expenses (including attorneys’ fees) he or she actually and reasonably incurred in connection with such action.
Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise against any liability asserted against and incurred by such person, in any such capacity, or arising out of his or her status as such, whether or not the corporation could indemnify the person against such liability under Section 145 of the DGCL.
Our Second Amended and Restated Certificate of Incorporation, as amended (“Charter”), and our Amended and Restated Bylaws (“Bylaws”) provide for the indemnification of our directors and officers to the fullest extent permitted under the DGCL.
We also may enter into separate indemnification agreements with our directors and officers in addition to the indemnification provided for in our Charter and Bylaws. These indemnification agreements will provide, among other things, that we will indemnify our directors and officers for certain expenses, including damages, judgments, fines, penalties, settlements and costs and attorneys’ fees and disbursements, incurred by a director or officer in any claim, action or proceeding arising in his or her capacity as a director or officer of the company or in connection with service at our request for another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that a director or officer makes a claim for indemnification.
We also maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
|
Exhibit No.
|
Name
|
|
Incorporation by Reference
|
| |
|
|
|
|
3.1
|
Second Amended and Restated Certificate of Incorporation of Super League Gaming, Inc., dated November 19, 2018.
|
|
Exhibit 3.1 to the Registration Statement, filed on January 4, 2019
|
|
3.2
|
Second Amended and Restated Bylaws of Super League Enterprise, Inc.
|
|
Exhibit 3.2 to the Registration Statement, filed on January 4, 2019.
|
|
3.3
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Super League Gaming, Inc., dated February 8, 2019.
|
|
Exhibit 3.3 to the Amendment No. 2 to the Registration Statement, filed on February 12, 2019
|
|
3.4
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Super League Gaming, Inc., dated July 24, 2020
|
|
Exhibit 3.1 to the Current Report on Form 8-K, filed on July 24, 2020
|
|
3.5
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, as amended
|
|
Exhibit 3.2 to the Current Report on Form 8-K, filed on June 2, 2023
|
|
3.6
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, as Amended, of Super League Gaming, Inc.
|
|
Exhibit 3.1 to the Current Report on Form 8-K, filed on September 8, 2023
|
|
3.7
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, as amended
|
|
|
|
3.8
|
Amendment to the Second Amended and Restated Bylaws of Super League Enterprise, Inc.
|
|
Exhibit 3.1 to the Current Report on Form 8-K, filed on June 10, 2024
|
|
5.1
|
Opinion of Disclosure Law Group, a Professional Corporation.
|
|
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm – WithumSmith+Brown, PC (filed herewith)
|
|
|
|
23.2
|
Consent of Disclosure Law Group, a Professional Corporation (included in Exhibit 5.1)
|
|
|
|
24.1
|
Power of Attorney (filed on the signature page hereto)
|
|
|
|
99.1
|
Super League Enterprise, Inc. Amended and Restated 2014 Stock Option and Incentive Plan.
|
|
Exhibit 10.1 to the Registration Statement, filed on January 4, 2019
|
|
99.1
|
Super League Enterprise, Inc. 2025 Omnibus Equity Incentive Plan
|
|
Incorporated by reference to Annex B from the Registrant’s Definitive Proxy Statement on Schedule 14 A, filed with the Commission on May 19, 2025.
|
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act; and
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; and
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santa Monica, State of California, on August 11, 2025.
| |
SUPER LEAGUE ENTERPRISE, INC.
|
|
| |
|
|
|
| |
By:
|
/s/ Matthew Edelman
|
|
| |
|
Matthew Edelman
|
|
| |
|
Chief Executive Officer
|
|
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature below constitutes and appoints Matthew Edelman as attorney-in-fact, with power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
| |
|
|
|
/s/ Matthew Edelman
|
Chief Executive Officer
|
August 11, 2025
|
|
Matthew Edelman
|
(Principal Executive Officer)
|
|
| |
|
|
|
/s/ Clayton Haynes
|
Chief Financial Officer
|
August 11, 2025
|
|
Clayton Haynes
|
(Principal Financial and Accounting Officer)
|
|
| |
|
|
|
/s/ Ann Hand
|
Executive Chair
|
August 11, 2025
|
|
Ann Hand
|
|
|
| |
|
|
|
/s/ Jeff Gehl
|
Director
|
August 11, 2025
|
|
Jeff Gehl
|
|
|
| |
|
|
|
/s/ Kristin Patrick
|
Director
|
August 11, 2025
|
|
Kristin Patrick
|
|
|
| |
|
|
|
/s/ Bant Breen
|
Director
|
August 11, 2025
|
| Bant Breen |
|
|
| |
|
|
|
/s/ Mark Jung
|
Director
|
August 11, 2025
|
|
Mark Jung
|
|
|
