Super League Enterprise Inc.
12/17/2024 | Press release | Distributed by Public on 12/17/2024 09:26
Amendment to Registration Statement Specified Transactions (Form S 3/A)
slgg20241210_s3a.htm
As filed with the Securities and Exchange Commission on December 17, 2024
Registration No. 333-283636
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
(Amendment No. 1)
REGISTRATION STATEMENT
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 Number) |
2856 Colorado Ave.
Santa Monica, California 90404
(213) 421-1920
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
Ann Hand
Chief Executive Officer
Super League Enterprise, Inc.
2856 Colorado Ave.
Santa Monica, California 90404
(213) 421-1920
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
|
Ann Hand Chief Executive Officer Super League Enterprise, Inc. 2856 Colorado Ave. Santa Monica, California 90404 (213) 421-1920 |
Daniel W. Rumsey, Esq. Jack Kennedy, Esq. Disclosure Law Group, a Professional Corporation 600 West Broadway, Suite 700 San Diego, CA 92101 (619) 272-7050 |
As soon as practicable after this registration statement becomes effective.
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth 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.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Super League Enterprise, Inc. (the "Company") is filing this Amendment No. 1 to our Registration Statement on Form S-3 (File No. 333-283636) filed on December 6, 2024, for the sole purpose of filing Exhibit 5.1 and Exhibit 23.3 with the Securities and Exchange Commission. This Amendment No. 1 does not modify any provision of the Prospectus that forms a part of the Registration Statement and accordingly such Prospectus has not been included herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
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Exhibit No. |
Name |
Incorporation by Reference |
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1.1+ |
Exhibit 10.1 to the Current Report on Form 8-K, filed on July 16, 2024 |
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3.1 |
Exhibit 3.1 to the Registration Statement, filed on January 4, 2019 |
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3.2 |
Second Amended and Restated Bylaws of Super League Enterprise, Inc. |
Exhibit 3.2 to the Registration Statement, filed on January 4, 2019. |
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3.3 |
Exhibit 3.3 to the Amendment No. 2 to the Registration Statement, filed on February 12, 2019 |
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3.4 |
Exhibit 3.1 to the Current Report on Form 8-K, filed on July 24, 2020 |
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3.5 |
Certificate of Amendment to Super League Gaming, Inc.'s 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 |
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3.6 |
Exhibit 3.1 to the Current Report on Form 8-K, filed on September 8, 2023 |
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3.7 |
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 |
|
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3.8 |
Exhibit 3.1 to the Current Report on Form 8-K, filed on September 23, 2024 |
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3.9 |
Exhibit 3.1 to the Current Report on Form 8-K, filed on October 1, 2024 |
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4.1 |
Exhibit 4.1 to the Amendment No. 2 to the Registration Statement, filed on February 12, 2019 |
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4.2+ |
Exhibit 10.1 to the Current Report on Form 8-K filed on September 23, 2024 |
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4.3+ |
Exhibit 10.2 to the Current Report on Form 8-K filed on September 23, 2024 |
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4.4+ |
Exhibit 10.3 to the Current Report on Form 8-K filed on September 23, 2024 |
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4.5+ |
Exhibit 10.4 to the Current Report on Form 8-K filed on September 23, 2024 |
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5.1* |
Opinion of Disclosure Law Group, a Professional Corporation. |
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23.1** |
Consent of Independent Registered Public Accounting Firm - Withum Smith+Brown, PC |
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23.2** |
Consent of Independent Registered Public Accounting Firm - Baker Tilly US, LLP |
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23.3* |
Consent of Disclosure Law Group, a Professional Corporation (included in Exhibit 5.1) |
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24.1** |
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107** |
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+ |
Certain portions of this exhibit (indicated by "[***]") have been omitted as the Company has determined (i) the omitted information is not material and (ii) is the type that the registrant treats as private or confidential. |
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* |
Filed herewith. |
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** |
Previously filed as an exhibit to the Company's Registration Statement on Form S-3, filed on December 6, 2024. |
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-3 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, California, on December 17, 2024.
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SUPER LEAGUE ENTERPRISE, INC. |
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By: |
/s/ Ann Hand |
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Ann Hand |
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Chief Executive Officer |
POWER OF ATTORNEY
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/ Ann Hand |
Chief Executive Officer |
December 17, 2024 |
|
Ann Hand |
and Chair of the Board |
|
|
(Principal Executive Officer) |
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/s/ * |
Chief Financial Officer |
December 17, 2024 |
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Clayton Haynes |
(Principal Financial and Accounting Officer) |
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/s/ * |
Director |
December 17, 2024 |
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Jeff Gehl |
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/s/ * |
Director |
December 17, 2024 |
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Kristin Patrick |
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/s/ * |
Director |
December 17, 2024 |
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Mark Jung |
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/s/ * |
Director |
December 17, 2024 |
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Michael Keller |
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/s/ * |
Director |
December 17, 2024 |
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Clark Callander |
* By: /s/ Ann Hand
Attorney-in-fact