Super League closes $1.5M Misfits Ads acquisition with 1.16M shares, adds board seat

At Closing, the Company paid the following consideration for the Purchased Assets: (i) a cash payment in the amount of $1.5 million (the “Closing Cash Consideration”), (ii) 26,768 shares of common stock (the “Closing Shares”), (iii) a pre-funded common stock purchase warrant to purchase 509,682 shares of common stock (the “Pre-Funded Warrant”, and the shares issuable upon exercise of the Pre-Funded Warrant, the “PFW Shares”), and (iv) a common stock purchase warrant to purchase 536,450 shares of common stock, with an exercise price of $18.00 (the “Warrant”, and the shares issuable upon exercise of the Warrant, the “Warrant Shares”)

Pursuant to the terms and conditions of the Purchase Agreement, at Closing, Misfits was granted the right to appoint a designee of its choosing (“Board Designee”) to the Board of Directors of the Company; provided, however, the Board Designee must be qualified to serve on a public company’s board of directors and meet the requirements of an “independent director” pursuant to the rules and regulations of Nasdaq.

On May 2, 2026, Mark Jung submitted his resignation as a member of the Board of Directors and the audit committee of the Company (the “Board”), effective on May 6, 2026. The resignation of Mr. Jung was not due to any disagreements with respect to the Company’s operations, policies or practices.

Effective May 6, 2026, the Board of the Company appointed Robert Kalutkiewicz as a member of the Board, effective immediately, as a Class III director to serve as a director until the Company’s next annual meeting of stockholders, and until such time as his successor is duly elected and qualified, or until his earlier death, resignation, or removal. Pursuant to the Purchase Agreement, Mr. Kalutkiewicz is the Board Designee of Misfits.

In connection with the Closing of the Transaction and the entrance into the Purchase Agreement, the Company and Misfits have entered into a registration rights agreement, dated May 1, 2026 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC on or prior to the 90th calendar day following the Closing Date for purposes of registering the Closing Shares, the Warrant Shares, and the PFW Shares (the “Registration Statement”), to use commercially reasonable efforts to have such Registration Statement declared effective within the time period set forth in the Registration Rights Agreement, and to keep the Registration Statement effective until the date that all registrable securities covered by the Registration Statement (i) have been sold thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.

To authorize, for purposes of complying with the shareholder approval requirements of Nasdaq Listing Rule 5635(a), the issuance of up to 1,161,813 shares of our common stock pursuant to the terms of an Asset Purchase Agreement dated as of March 16, 2026 (the “Agreement”) by and between the Company and Esports Now, LLC

On May 6, 2026, the Company issued a press release announcing the Closing and the acquisition of the Misfits Ads Division

the appointment of Mr. Kalutkiewicz to the Board

the resignation of Mr. Jung from the Board and audit committee

Brand Partnership Agreement by and between the Company Esports Now, LLC, dated May 1, 2026

As permitted by Item 9.01(a) (3) of Form 8-K, the financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report on Form 8-K is required to be filed.