Item 8.01. Other Events
Registered Direct Offering
On March 19, 2021, Super League Gaming, Inc., a
Delaware corporation (the “Company”), entered into a securities purchase
agreement (the "Purchase
Agreement") with a limited
number of institutional investors for the registered
direct offering of an aggregate of 1,512,499 shares of the
Company’s common stock, par value $0.001 per share (the
“Shares”), at a purchase price of $9.00 per Share
(the “Registered
Direct Offering”). The Registered Direct Offering is
expected to close on or about March 23, 2021, and will result in
gross proceeds to the Company of approximately $13.6
million.
The
Shares were offered by the Company pursuant to an effective shelf
registration statement on Form S-3, which was originally filed
with the Securities and Exchange Commission on April 10, 2020 (File
No. 333-237626). The Company filed a final
prospectus supplement in connection with the Registered
Direct Offering on March 22, 2021.
The
Purchase Agreement contain customary representations, warranties,
agreements and conditions to closing, as well as indemnification
rights and other obligations of the parties. A form of the Purchase
Agreement is filed as an exhibit to this Current Report on Form 8-K
to provide investors with information regarding its terms. It is
not intended to provide any other factual information about the
parties to the Purchase Agreement. In particular, the
representations, warranties, covenants and agreements contained in
the Purchase Agreement, which were made only for purposes of the
Purchase Agreement and as of specific dates, were solely for the
benefit of the parties to the Purchase Agreement, may be subject to
limitations agreed upon by the contracting parties (including being
qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Purchase
Agreement instead of establishing these matters as facts) and may
be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to investors,
security holders and reports and documents filed with the SEC.
Investors and security holders are not third-party beneficiaries
under Purchase Agreement and should not rely on the
representations, warranties, covenants and agreements, or any
descriptions thereof, as characterizations of the actual state of
facts or condition of any party to the Purchase
Agreement.
The
foregoing description of the Purchase Agreement does not purport to
be complete, and is qualified in its entirety by reference to the
full text of the form of
Purchase Agreement, attached to this Current Report on Form 8-K as
Exhibit 10.1, and incorporated by reference herein.
In
connection with the Registered Direct Offering, the
Company is filing the opinion and consent of its counsel,
Disclosure Law Group, a Professional Corporation, regarding the
validity of the securities being registered as Exhibits 5.1 and
23.1, respectively, hereto.
On
March 22, 2021, the Company issued a press release announcing
the Registered Direct Offering. A copy of the press
release is attached as Exhibit 99.1 hereto.
Auditor Consent
The Company’s
Annual Report on Form 10-K for the year ended December 31, 2020,
filed by the Company with the Securities and Exchange Commission on
March 19, 2021 (the “Form 10-K”),
inadvertently omitted Exhibit 23.1, the consent of Baker Tilly
US, LLP (the "Form 10-K Consent"). The Form 10-K
Consent is attached hereto as Exhibit 23.2, and does not change any
previously reported financial results or any other disclosures
contained in the Form 10-K.