Super League Enterprise(SLE) - 2023 Q4 - Annual Results

Form 8-K Current Report This Form 8-K reports preliminary financial results, a non-reliance on prior statements due to an accounting error, and a key officer's departure Item 2.02 Results of Operations and Financial Condition Super League Enterprise, Inc. released preliminary financial results for Q4 and FY 2023, accompanied by a press release and a CEO letter to shareholders - The company issued its preliminary financial results for the quarter and year ended December 31, 2023, on March 27, 2024[7] - The announcement was accompanied by a Press Release (Exhibit 99.1) and a Letter to Shareholders (Exhibit 99.2)[7] - The information and exhibits furnished under this item are not considered "filed" for Section 18 of the Securities Exchange Act of 1934 purposes[8] Item 4.02 Non-Reliance on Previously Issued Financial Statements The Audit Committee determined the Q3 2023 Form 10-Q is unreliable due to a noncash accounting error related to preferred stock valuation, constituting a material weakness Determination of Non-Reliance The Audit Committee concluded on March 26, 2024, that the Q3 2023 Form 10-Q should no longer be relied upon - On March 26, 2024, the Audit Committee determined the Quarterly Report on Form 10-Q for Q3 2023 should no longer be relied upon[9] Description of Accounting Error The accounting error resulted from excluding the noncash value of a down round feature on Series AA Convertible Preferred Stock, impacting EPS calculation - The error stemmed from excluding the calculated noncash value of a "down round feature" triggered in August 2023 on the Company's Series AA Convertible Preferred Stock[10] - According to ASC 260, this value should have been recorded as a noncash charge to accumulated deficit and a reduction to income available to common stockholders for EPS computation[10][11] Impact on Financial Statements and Internal Controls The error affects additional paid-in capital, accumulated deficit, and loss per share, and is identified as a material weakness in internal controls - The error affects additional paid-in capital, accumulated deficit, and loss per share computation, but has no impact on total assets, liabilities, equity, revenues, or net loss[12][13] - The company will provide footnote disclosures in its upcoming 2023 Annual Report on Form 10-K for corrections, instead of amending the Q3 10-Q[14] - Management concluded this error constitutes a material weakness in internal control over financial reporting[15] Item 5.02 Departure of Directors or Certain Officers Co-founder David Steigelfest will depart as an officer and director effective April 1, 2024, an amicable separation unrelated to company disagreements - On March 22, 2024, co-founder David Steigelfest agreed to conclude his tenure as an officer and director, effective April 1, 2024[18] - Mr. Steigelfest's departure is not due to any disagreements with the company on its operations, policies, or practices[18] Item 9.01 Financial Statements and Exhibits This section lists the exhibits accompanying the Form 8-K, including the press release and shareholder letter for Q4 and FY 2023 financial results Exhibits Filed with Form 8-K | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release issued by Super League Enterprise, Inc., dated March 27, 2024 | | 99.2 | Letter to Shareholders, dated March 27, 2024 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |