Item
1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On May
13, 2020, Super League Gaming, Inc. (the “Company”) entered into a
securities purchase agreement (the “Securities Purchase Agreement”)
with those institutional accredited investors identified on
the signature page thereto (the “Purchasers”) pursuant to which
the Company offered and sold to the Purchasers an aggregate of
1,825,000 shares (the “Shares”) of its common stock, par
value $0.001 per share (the “Common Stock”), in a registered
direct offering (the “Registered Direct Offering”). The
Shares were offered by the Company pursuant to its shelf
registration statement on Form S-3 (File No. 333-237626) filed with
the Securities and Exchange Commission (the “Commission”) on April 10, 2020,
as amended on April 17, 2020 (as amended, the “Registration Statement”) and
declared effective on April 20, 2020. A copy of the press release
announcing the consummation of the Registered Direct Offering is
attached hereto is Exhibit 99.1.
The
purchase price for one Share in the Registered Direct Offering was
$3.50, and closing of the Registered Direct Offering occurred on
May 15, 2020. The Company expects the aggregate net proceeds from
the Offerings, after deducting estimated offering expenses, to be
approximately $6.0 million. The Company intends to use
the aggregate net proceeds for working capital and other general
corporate purposes.
The
Securities Purchase Agreement contains customary representations,
warranties and agreements by the Company and customary conditions
to closing.
The
foregoing description of the material terms of the Securities
Purchase Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Securities
Purchase Agreement, a copy of which is filed herewith as Exhibit
10.1 and is incorporated herein by reference.
The
representations, warranties and covenants contained in
the Securities Purchase Agreement were made only for purposes
of such agreement and as of specific dates, were solely for
the benefit of the parties to the Securities Purchase
Agreement and may be subject to limitations agreed upon by the
contracting parties. Accordingly, the Securities Purchase
Agreement is incorporated herein by reference only to provide
investors with information regarding the terms of
the Securities Purchase Agreement and not to provide investors
with any other factual information regarding the
Company or its business, and should be read in conjunction
with the disclosures in the Company's periodic reports
and other filings with the Commission.
The
legal opinion, including the related consent, of Disclosure Law
Group, a Professional Corporation, relating to the issuance and
sale of the Shares is filed as Exhibit 5.1 hereto.
In
connection with the Registered Direct Offering, the Company entered
into a Placement Agency Agreement with A.G.P./ Alliance Global
Partners (the “Placement
Agent”), pursuant to which the Company paid an
aggregate cash fee of $318,500 to the Placement Agent. The
Company also reimbursed the Placement Agent for expenses incurred
by them in connection with the Registered Direct
Offering.
The
foregoing description of the material terms of the Placement Agency
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Placement Agency
Agreement, a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell, or
the solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements that
involve risks and uncertainties, such as statements related to the
amount of proceeds expected from the Registered Direct Offering.
The risks and uncertainties involved include the Company's
financial position, market conditions and other risks detailed from
time to time in the Company's periodic reports and other filings
with the Commission. You are cautioned not to place undue reliance
on forward-looking statements, which are based on the Company's
current expectations and assumptions and speak only as of the date
of this Current Report on Form 8-K. The Company does not intend to
revise or update any forward-looking statement in this Current
Report on Form 8-K as a result of new information, future events or
otherwise, except as required by law.