0001437749-26-015035
SEC filingSuper League Enterprise, Inc. closed its asset purchase of the Misfits Ads Business for $1.5M cash, stock, warrants, and potential earnouts, approved by shareholders, with related board changes.
Super League Enterprise, Inc. completed a strategic acquisition of the Misfits Ads Business assets from Esports Now, LLC on May 1, 2026, following shareholder approval at the April 30 Special Meeting where Proposal No. 1 passed overwhelmingly with 655,234 for, 11,308 against, and 998 abstentions. The transaction consideration includes immediate $1.5 million cash, 26,768 Closing Shares, a Pre-Funded Warrant for 509,682 shares at $0.001 exercise price with 4.99% ownership cap, and a Warrant for 536,450 shares at $18.00 exercisable immediately for two years with a call option triggered by 20 consecutive trading days at or above $18.00. Deferred payments comprise $300,000 cash and potential Earnout Consideration up to $1.2 million cash plus 105,571 shares based on one-year gross profit milestones and market capitalization at one- and two-year anniversaries. Concurrently, the company entered a one-year exclusive Brand Partnership Agreement providing preferred rights for advertising partnerships in Misfits Roblox games and a Registration Rights Agreement to register the securities. Board composition changed with Mark Jung's resignation effective May 6, 2026, not due to disagreements, and Robert Kalutkiewicz's appointment as Misfits designee, bringing media and investment expertise. The press release highlights added programmatic revenue, proprietary technology, and Roblox integrations reaching 100 million monthly users, positioning for improved financial predictability and EBITDA profitability.