Current Report Filing (8-k)
21/04/2021 7:05pm
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): April 20, 2021
Super League Gaming, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE
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001-38819
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47-1990734
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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2912 Colorado Avenue, Suite #203
Santa Monica, California 90404
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(Address of principal executive offices)
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(802) 294-2754
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a -12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e
-4(c))
Indicate by check mark whether the Registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth
company ☒
If an emerging growth company, indicate by check
mark if the Registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock,
par value $0.001 per share
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SLGG
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Nasdaq Capital
Market
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Item 1.01 Entry into a Material Definitive Agreement.
On April 20, 2021, Super League Gaming, Inc. (the
“Company”) and Mobcrush Streaming, Inc.
(“Mobcrush”) entered into Amendment No. 1 to Agreement
and Plan of Merger (the “Amendment”), amending that certain Agreement and Plan
of Merger, by and between the Company and Mobcrush, dated March 9,
2021 (the “Merger
Agreement”). Pursuant to
the Amendment, the Merger Agreement was modified as follows: (i)
the termination date was extended to June 30, 2021, and (ii) all
vested options of Mobcrush common stock shall be exercised prior to
the consummation of the transactions (the
“Closing”)
contemplated by the Merger Agreement (the
“Merger”),
and all unvested options shall be cancelled. The vested options
exercised prior to the Closing will not increase the 12,582,204
shares of the Company’s common stock expected to be issued to
Mobcrush equity holders under the terms of the Merger Agreement, as
amended by the Amendment.
The
foregoing description of the Amendment does not purport to be
complete, and is qualified in its entirety by reference to the
same, a copy of which is attached to this Current Report on Form
8-K as Exhibit 10.1, and is incorporated by reference
herein.
For
additional information regarding the Merger Agreement and a
description of the Merger, see the Company’s Current Report
on Form 8-K filed by the Company with the Securities and Exchange
Commission on March 11, 2021.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibit Index
Exhibit No.
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Description
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Amendment No. 1
to Agreement and Plan of Merger by and between Super League Gaming,
Inc., and Mobcrush Streaming, Inc., dated April 20,
2021
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Signatures
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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Super League
Gaming, Inc.
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Date:
April 21, 2021
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By:
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/s/ Clayton Haynes
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Clayton
Haynes
Chief Financial
Officer
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