Super League Enterprise, Inc. (NASDAQ:SLE) secured gross proceeds of approximately $15.25 million through a private placement offering of common stock and pre-funded warrants, the company announced on October 22, 2025. The company intends to utilize these funds for repayment of existing indebtedness, implementation of a new corporate strategy, general corporate purposes, and working capital.
Under the terms of the offering, the company entered into Securities Purchase Agreements with accredited investors for 1,675,000 shares of its common stock at $1.00 per share and 13,575,000 Pre-Funded Warrants at a price equal to the share price minus $0.00001, with an exercise price of $0.00001 per share. For each share or pre-funded warrant purchased, investors also received Common Stock Purchase Warrants with an initial exercise price of $1.00, exercisable immediately and expiring in five years.
Separately, Super League Enterprise entered into a Placement Agency Agreement with Aegis Capital Corp., which served as the exclusive placement agent for the offering. Aegis will receive a placement commission of 2.0% for investments made by the Lead Investor and 9.0% for all other securities placed. Additional compensation includes a $125,000 fee if placed investments reach $5 million or more, 9.0% of cash exercise proceeds from certain warrants, and Placement Agent Warrants to purchase 5.0% of the aggregate shares and pre-funded warrants sold, excluding those to the Lead Investor.
In connection with its capital structure, the company executed exchange agreements. With Belleau Wood Capital, LP, it agreed to convert $1.0 million of outstanding principal from an unsecured promissory note into 1.0 million shares of common stock at $1.00 per share and issue Belleau Warrants to purchase 125,000 shares of common stock, exercisable for two years. With Yield Point NY, LLC, the company agreed to exchange unconverted principal and interest from a convertible promissory note for Series C Senior Convertible Preferred Stock, Common Stock Purchase Warrants to acquire 2,000,000 shares, and the cancellation of an existing warrant for 659,968 shares. The newly designated Series C Preferred Stock, with 4,700 shares authorized, ranks senior in dividend and liquidation rights and has a conversion price of $1.00 per share.
Additionally, on October 20, 2025, Super League Enterprise issued 2,333,057 Series B Common Stock Purchase Warrants to holders of its Series B Convertible Preferred Stock, each with a proposed exercise price of $1.00. These warrants will become exercisable on the first trading day following the one-year anniversary of their issuance, subject to certain conditions.
The company also filed its Third Amended and Restated Certificate of Incorporation on October 20, 2025. This amendment increases the authorized shares of common stock from 400,000,000 to 750,000,000 and permits preferred stock holders to amend their respective certificates of designations without requiring approval from all voting security holders.
At its 2025 Annual Meeting of Stockholders held on October 20, 2025, shareholders approved several key proposals. Jeff Gehl and Matt Edelman were elected as Class II Directors. Stockholders also approved the issuance of common stock and pre-funded warrants, various warrants related to convertible notes and placement agents, the issuance of Series C and Series B related equity, the Third Amended and Restated Certificate of Incorporation, an amendment to the 2025 Omnibus Equity Incentive Plan, and the ratification of Haynie & Company as the independent auditors for the fiscal year ending June 30, 2025.
