Core Viewpoint - Super League is set to strengthen its financial position through a private placement financing, which will enhance its balance sheet and enable the company to explore new growth opportunities, particularly in the crypto economy [1][2][3]. Financial Position - The company expects to raise between $12 million and $20 million in gross proceeds from the private placement, which includes a $10 million strategic equity investment from Evo Fund [1][2]. - Upon completion of the financing, Super League will be debt-free and fully capitalized, allowing it to regain compliance with Nasdaq's shareholder equity listing requirements [1][3]. Strategic Initiatives - The financing will provide Super League with the flexibility to pursue scalable initiatives and explore crypto-forward opportunities while strengthening its current operations [2][3]. - The partnership with Evo Fund is expected to unlock strategic opportunities in a supportive regulatory environment for digital assets [3][4]. Corporate Restructuring - The company has simplified its capital structure by eliminating complex layers of preferred stock, creating a clean foundation for business acceleration [4]. - Super League aims to achieve EBITDA positivity on a cash basis in the fourth quarter of 2025, marking a significant milestone in its corporate strategy [2][3]. Investor Relations - Aegis Capital will act as the exclusive placement agent for the transaction, which is subject to customary closing conditions and stockholder approval [5][6]. - The securities offered in the private placement are exclusively for accredited investors and have not been registered under the Securities Act [6].

Core Insights - Juicy Drop has launched its first-ever gaming activation on Roblox, named Juicy Drop Pop-Up 2025: Tower Obby, marking a significant move for a candy brand into the gaming space [2][6] - The campaign is designed to enhance brand engagement through interactive gameplay, allowing players to experience the brand's signature flavors in a virtual environment [3][5] Group 1: Campaign Overview - The Tower Obby Pop-Up features four themed stages where players can mix and match Juicy Drop products, unlocking exclusive avatar rewards as they progress [3][4] - The activation is part of a broader strategy to integrate Juicy Drop into the Roblox ecosystem, utilizing Super League's PopMall to showcase custom avatar items across 1,200 experiences [4] Group 2: Marketing Strategy - The campaign emphasizes replayability and social sharing, encouraging players to post their gameplay experiences on platforms like TikTok and YouTube [5] - Influencers such as NightFoxx, Hypercookiie, and AyeYahZee have been engaged to amplify the campaign's reach and visibility beyond Roblox [5] Group 3: Industry Implications - This initiative is seen as a pioneering effort for candy brands in the gaming sector, setting a precedent for how consumer brands can leverage playable media for engagement [6] - The collaboration between Juicy Drop, Super League, and Beacon Media Group is viewed as a blueprint for future brand activations in gaming, highlighting the potential for interactive consumer experiences [6]

Financial Data and Key Metrics Changes - In Q2 2025, the company's revenues grew sequentially by 10% but decreased by 27% year-over-year due to macro headwinds and structural shifts in the Roblox ad ecosystem [13][14] - The gross margin improved to 44% in Q2 2025, up from 40% in Q2 2024 and 38% in fiscal year 2024 [14] - Operating expenses decreased by 23% year-over-year in Q2 2025, reflecting cost reduction efforts [14][16] Business Line Data and Key Metrics Changes - Non-immersive platform revenue remained approximately 15% of total revenue in Q2 2025, consistent with Q1 2025 [9] - Mobile gaming revenue, which was negligible in 2024, is expected to grow significantly, targeting 25% of total revenue for 2025 [9][21] - The company launched a subscription product, Roadtrends Pro, aimed at providing trend insights for Roblox, which is expected to contribute to revenue growth [10] Market Data and Key Metrics Changes - The company has access to over 190 million mobile gamers in the U.S., representing more than 56% of the population [9] - The East Coast sales revenue increased by 150% through June 30, 2025, compared to 2024, indicating a successful expansion into this market [15] Company Strategy and Development Direction - The company is focused on revenue diversification and has formed new partnerships, including an expansion with Meta Stadiums to enter the TikTok ecosystem [9][10] - The strategic divestment of the Minecraft property to Mindvill LLC allows the company to focus on brand partnerships and advertising sales while expanding access to Minecraft audiences [16] - The company is exploring opportunities in the cryptocurrency space, particularly in relation to the recently passed Genius Act, which could enhance consumer engagement [17][32] Management's Comments on Operating Environment and Future Outlook - Management noted that the initial budget cuts observed in late Q1 and early Q2 were merely pauses, and budgets have since opened up, leading to stronger signs of activity [29] - The company aims to achieve adjusted EBITDA positive results in Q4 2025, supported by ongoing revenue diversification and gross margin expansion [17] Other Important Information - The company has secured $6.6 million in new capital since early May 2025, significantly reducing its debt service obligations from $5.7 million to $600,000 [16] - The company has established a $20 million equity line of credit to enhance operational flexibility [16] Q&A Session Summary Question: Can you touch a little bit on the new revenue lines? - Management indicated that mobile revenue is expected to grow to about 25% of total revenue this year, with the subscription product and TikTok partnership starting to contribute but not as materially [21][22] Question: Do you expect operating expenses to remain stable? - Management stated there are no plans to increase the expense footprint, aiming to maintain a quarterly run rate of $1.7 million to $2 million [23][24] Question: Has customer hesitation started to abate? - Management confirmed that budgets were paused but have since opened up, leading to stronger activity in Q3 [28][29] Question: What is the expected cadence for new sales team members? - Management noted it typically takes about six months for new sales team members to reach full productivity, and the current team is beginning to solidify [30][31] Question: Are there plans for partnerships or acquisitions related to the Genius Act? - Management expressed interest in exploring business opportunities related to the Genius Act and is surrounding itself with the right expertise [32][33]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for the company [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements of Super League Enterprise, Inc. for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations, stockholders' (deficit) equity, and cash flows. It also includes detailed notes on the company's business, significant accounting policies, intangible assets, acquisitions, debt, equity, commitments, and subsequent events [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates | ASSETS (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :------------------ | | Cash and cash equivalents | $475 | $1,310 | | Accounts receivable, net | $2,337 | $3,766 | | Total current assets | $3,734 | $5,753 | | Total assets | $8,461 | $11,711 | | LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY (in thousands) | | | | Accounts payable and accrued expenses | $5,461 | $5,282 | | Contract liabilities | $1,036 | $50 | | Total current liabilities | $12,343 | $10,445 | | Total liabilities | $12,578 | $11,541 | | Total stockholders' (deficit) equity | $(4,117) | $170 | - Total assets decreased by approximately **$3.25 million** from December 31, 2024, to June 30, 2025, primarily driven by a decrease in cash and cash equivalents and accounts receivable[10](index=10&type=chunk) - Total stockholders' (deficit) equity shifted from a positive **$170,000** at December 31, 2024, to a deficit of **$(4,117,000)** at June 30, 2025[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's financial performance, including revenue, cost of revenue, gross profit, operating expenses, and net loss over specific periods | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | REVENUE | $3,001 | $4,116 | $5,719 | $8,325 | | COST OF REVENUE | $1,692 | $2,470 | $3,214 | $4,947 | | GROSS PROFIT | $1,309 | $1,646 | $2,505 | $3,378 | | Total operating expense | $4,454 | $5,739 | $9,281 | $12,076 | | NET OPERATING LOSS | $(3,145) | $(4,093) | $(6,776) | $(8,698) | | NET LOSS | $(2,783) | $(2,455) | $(7,013) | $(7,715) | | Basic and diluted net loss per common share | $(4.52) | $(24.01) | $(13.40) | $(62.17) | - Revenue decreased by **27%** for the three months ended June 30, 2025, and by **31%** for the six months ended June 30, 2025, compared to the prior year periods[12](index=12&type=chunk) - Net loss per common share significantly improved from **$(24.01)** to **$(4.52)** for the three months ended June 30, 2025, and from **$(62.17)** to **$(13.40)** for the six months ended June 30, 2025, despite a higher net loss in absolute terms for the three-month period, largely due to changes in weighted-average shares outstanding[12](index=12&type=chunk) [Condensed Consolidated Statements of Stockholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20(Deficit)%20Equity) This section outlines changes in the company's equity, including common stock, additional paid-in capital, and accumulated deficit over time | (in thousands, except share data) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Common stock (Shares) - beginning of period | 405,610 | 119,353 | | Common stock (Shares) - end of period | 884,699 | 405,610 | | Additional paid-in capital - beginning of period | $270,111 | $258,923 | | Additional paid-in capital - end of period | $272,954 | $270,111 | | Accumulated Deficit - beginning of period | $(270,035) | $(249,014) | | Accumulated Deficit - end of period | $(277,149) | $(270,035) | | Total stockholders' (deficit) equity - end of period | $(4,117) | $170 | - The number of common shares outstanding significantly increased from **405,610** at December 31, 2024, to **884,699** at June 30, 2025, partly due to issuances of common stock and conversions of preferred stock[14](index=14&type=chunk) - Accumulated deficit increased from **$(270,035,000)** at December 31, 2024, to **$(277,149,000)** at June 30, 2025, primarily due to net losses and preferred stock dividends paid in common stock[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's cash inflows and outflows from operating, investing, and financing activities for the reported periods | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(3,995) | $(6,052) | | Net cash provided by (used in) investing activities | $796 | $(284) | | Net cash provided by financing activities | $2,364 | $412 | | NET DECREASE IN CASH | $(835) | $(5,924) | | Cash and Cash Equivalents – end of period | $475 | $1,685 | - Net cash used in operating activities decreased by **$2.057 million**, from **$(6,052,000)** in H1 2024 to **$(3,995,000)** in H1 2025[17](index=17&type=chunk) - Investing activities shifted from a net cash outflow of **$(284,000)** in H1 2024 to a net cash inflow of **$796,000** in H1 2025, primarily due to proceeds from the sale of Mineville and Minehut assets[17](index=17&type=chunk) - Financing activities provided significantly more cash in H1 2025 (**$2,364,000**) compared to H1 2024 (**$412,000**), driven by proceeds from common stock and notes payable[17](index=17&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies, assets, liabilities, and subsequent events [1. DESCRIPTION OF BUSINESS](index=9&type=section&id=1.%20DESCRIPTION%20OF%20BUSINESS) Super League Enterprise, Inc. is a company focused on connecting brands with consumers through playable media in mobile games and immersive gaming platforms. The company generates revenue from advertising, direct-to-consumer offers, and content/technology production. Key business updates include a 1-for-40 reverse stock split effective June 23, 2025, and the sale of its Mineville digital property in May 2025 for $350,000 cash, retaining ad sales and brand integration rights for two years. The company also regained compliance with Nasdaq's minimum bid price and annual meeting requirements but remains non-compliant with the stockholders' equity requirement - Super League Enterprise, Inc. redefines brand-consumer connection via playable media in mobile games and immersive platforms, offering ads, content, and experiences[19](index=19&type=chunk) - The company completed a **1-for-40 reverse stock split** effective June 23, 2025, retroactively adjusting all share and per share data[22](index=22&type=chunk)[23](index=23&type=chunk) - Sold its Mineville digital property (InPvP, LLC) for **$350,000 cash** in May 2025, while retaining exclusive ad sales and brand integration rights for the first year and non-exclusive for the second year on Purchaser's Microsoft servers[24](index=24&type=chunk)[25](index=25&type=chunk) - Regained compliance with Nasdaq's minimum bid price (**$1.00**) and annual meeting requirements in July and June 2025, respectively, but remains non-compliant with the **$2.5 million** stockholders' equity requirement as of April 7, 2025[28](index=28&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) [2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=2.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the significant accounting policies, including the basis of presentation, principles of consolidation, use of estimates, and the company's going concern assessment. It details revenue recognition for various streams (media and advertising, publishing and content studio, direct to consumer), accounting for intangible assets, goodwill, stock-based compensation, financing costs, and debt (including fair value option and modifications). The company operates in one reportable segment and highlights concentrations of credit risks and recent accounting pronouncements - The company's financial statements are prepared under U.S. GAAP for interim information, with certain annual disclosures omitted or condensed[32](index=32&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a going concern due to accumulated deficits (**$277.1 million** as of June 30, 2025) and net cash used in operating activities (**$4.0 million** for H1 2025), and will seek additional capital through equity or debt financings[37](index=37&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - Revenue is recognized when control of goods or services is transferred to customers, with significant judgment required for complex arrangements. Revenue streams include media and advertising, publishing and content studio, and direct to consumer[66](index=66&type=chunk)[68](index=68&type=chunk)[72](index=72&type=chunk) - The company accounts for certain promissory notes under the fair value option (FVO), remeasuring them at fair value each reporting period, with changes reflected in the condensed consolidated statements of operations[130](index=130&type=chunk)[131](index=131&type=chunk) Revenue Breakdown by Category (in thousands) | Revenue Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Media and advertising | $1,476 | $1,734 | $2,748 | $3,099 | | Publishing and content studio | $1,391 | $2,204 | $2,658 | $4,742 | | Direct to consumer | $134 | $178 | $313 | $484 | | Total Revenue | $3,001 | $4,116 | $5,719 | $8,325 | Revenue Recognition Method | Method | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Single point in time | 42% | 46% | 41% | 39% | | Over time | 58% | 54% | 59% | 61% | [3. INTANGIBLE ASSETS](index=30&type=section&id=3.%20INTANGIBLE%20ASSETS) Intangible assets, net, decreased from $4.07 million at December 31, 2024, to $2.85 million at June 30, 2025. The company recorded amortization expense of $1.081 million for the six months ended June 30, 2025. The decrease is partly due to the sale of Mineville assets for $350,000 in May 2025, which had a net carrying value of $350,000, resulting in no gain or loss. Additionally, the sale of Minehut assets in February 2024 generated $1.0 million in purchase consideration, with additional gains of $343,000 recognized in H1 2025 | Intangible Assets (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------- | :------------ | :---------------- | | Partner and customer relationships | $7,316 | $7,645 | | Capitalized software development costs | $4,974 | $4,774 | | Developed technology | $3,920 | $3,931 | | Total intangible assets | $20,291 | $20,431 | | Less: accumulated amortization | $(17,442) | $(16,361) | | Intangible assets, net | $2,849 | $4,070 | - Amortization expense for intangible assets totaled **$1,081,000** for the six months ended June 30, 2025, a decrease from **$1,286,000** in the prior year period[160](index=160&type=chunk) - The sale of Mineville assets in May 2025 for **$350,000 cash** resulted in no gain or loss, as the net carrying value matched the sale price[162](index=162&type=chunk)[164](index=164&type=chunk) - Additional gains of **$343,000** were recognized in H1 2025 from the sale of Minehut assets (February 2024), bringing total royalties collected from GamerSafer to **$1,000,000**[167](index=167&type=chunk) [4. ACQUISITIONS](index=32&type=section&id=4.%20ACQUISITIONS) This section details the accounting for contingent consideration related to the Melon, Inc. acquisition (May 2023) and the Super Biz acquisition (October 2021). Melon contingent consideration is recorded as a fair value liability, with a change in fair value of $(14,000) for H1 2025. Super Biz contingent consideration, initially for post-combination services, was converted into an unsecured promissory note in August 2024, leading to a $336,000 extinguishment loss in FY2024. The Super Biz Note was amended in June 2025, extending maturity and increasing interest rates, with a change in fair value of the embedded derivative liability of $77,000 for H1 2025 Melon Acquisition Contingent Consideration (in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Beginning balance | $138 | $538 | | Change in fair value | $(14) | $(80) | | Contingent consideration payments | $(8) | $(122) | | Accrued contingent consideration | $116 | $336 | - Contingent consideration for the Melon Acquisition is recorded as a fair value liability, with a **$(14,000)** change in fair value for the six months ended June 30, 2025[169](index=169&type=chunk)[170](index=170&type=chunk) - The Super Biz Contingent Consideration was converted into an unsecured promissory note in August 2024, resulting in a **$336,000** loss on extinguishment in FY2024[176](index=176&type=chunk)[179](index=179&type=chunk) - The Super Biz Note was amended in June 2025, extending the maturity date to August 1, 2025, and increasing the interest rate to **20%** from June 1, 2025. The change in fair value of the embedded derivative liability for the default interest provision was **$77,000** for the six months ended June 30, 2025[181](index=181&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk) [5. DEBT](index=34&type=section&id=5.%20DEBT) This section details various promissory notes and a terminated accounts receivable financing facility. Several promissory notes (Agile I & II, Diagonal I & II, Belleau, and a Related Party Note) are accounted for at fair value using Level 3 inputs. Agile I was repaid in February 2025 using proceeds from Agile II. The Belleau Note principal was reduced to $1.25 million in August 2025. The Related Party Note's maturity was extended to November 2026, with interest ceasing from November 2025 and monthly payments commencing. The SLR Accounts Receivable Financing Facility was terminated on June 10, 2025 Promissory Notes at Fair Value (in thousands) | Note Type | Gross Proceeds | Fair Value at Issuance | Fair Value June 30, 2025 | Interest Rate / Discount Rate | | :------------------ | :------------- | :--------------------- | :----------------------- | :---------------------------- | | Agile I Note | $1,850 | $2,132 | $0 | 42%/42% | | Agile II Note | $2,500 | $3,205 | $1,283 | 42%/42% | | Belleau Note | $1,100 | $894 | $888 | 20%/42% | | Diagonal I Note | $300 | $247 | $271 | 10%/42% | | Diagonal II Note | $145 | $123 | $115 | 10%/42% | | RP Note | $1,500 | $1,343 | $1,473 | 40%/42% | - The Agile I Note was fully repaid in February 2025 using **$1.5 million** from the Agile II Note proceeds[191](index=191&type=chunk)[195](index=195&type=chunk) - The Belleau Note's aggregate principal amount was reduced to **$1,250,000** in August 2025, with **$1.1 million** funded as of June 30, 2025[208](index=208&type=chunk)[211](index=211&type=chunk) - The Related Party Promissory Note (RP Note) maturity was extended to November 19, 2026, with interest ceasing from November 19, 2025, and monthly payments of **$175,000** commencing[214](index=214&type=chunk) - The Accounts Receivable Financing Facility (SLR Agreement) was terminated on June 10, 2025[219](index=219&type=chunk) [6. STOCKHOLDERS' (DEFICIT) EQUITY AND EQUITY-LINKED INSTRUMENTS](index=41&type=section&id=6.%20STOCKHOLDERS'%20(DEFICIT)%20EQUITY%20AND%20EQUITY-LINKED%20INSTRUMENTS) This section details changes in stockholders' equity, including the authorization of Series AAAA Jr. Convertible Preferred Stock and a 1-for-40 reverse stock split of common stock effective June 23, 2025. It also covers various equity financings, such as May I, II, and III offerings, and the Hudson Equity Line of Credit (ELOC), which was terminated in May 2025. The company issued common stock dividends on preferred stock and modified Series AA Additional Investment Rights. Warrant liabilities, including September 2024 Series AAA Junior Investor Warrants and Placement Agent Warrants, are recorded at fair value due to cash settlement provisions or fundamental transaction triggers - The company authorized **3,775,047 shares** of Series AAAA Jr. Convertible Preferred Stock in July 2025[224](index=224&type=chunk) - A **1-for-40 reverse stock split** of common stock became effective on June 23, 2025, retroactively adjusting all share and per share data[226](index=226&type=chunk)[228](index=228&type=chunk) Equity Financings - Common Stock Offerings (May 2025) | Offering Type | Shares Issued | Price Per Share | Gross Proceeds (approx.) | | :------------ | :------------ | :-------------- | :----------------------- | | May III | 79,750 | $4.80 | $670,000 | | May II | 104,167 | $4.80 | $500,000 (net $380,000) | | May I | 127,941 | $6.80 | $870,000 (net $700,400) | - The Hudson Equity Line of Credit (ELOC) was terminated effective May 8, 2025, having raised **$231,000** from the sale of **17,925 common shares** at an average price of **$13.60 per share**[265](index=265&type=chunk) Warrant Liability Fair Value (in thousands) | Warrant Type | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | Series AAA Junior-3 and -4 Warrants | $20 | $348 | | Placement Agent Warrants | $54 | $587 | | Total fair value of warrant liability | $74 | $935 | - Warrant liabilities decreased from **$935,000** at December 31, 2024, to **$74,000** at June 30, 2025, with a gain on change in fair value of **$861,000** for the six months ended June 30, 2025[12](index=12&type=chunk)[251](index=251&type=chunk) [7. COMMITMENTS AND CONTINGENCIES](index=52&type=section&id=7.%20COMMITMENTS%20AND%20CONTINGENCIES) This section outlines the company's commitments and contingencies, including settlements of legal claims. In May 2024, the company settled a dispute with Pioneer Capital Anstalt, resulting in a $213,000 noncash charge for modified additional investment rights and a $346,000 noncash charge for issuing 6,875 restricted common shares. Another settlement in March 2024 for a 2022 convertible note dispute led to a $164,000 noncash settlement expense in H1 2024 for issuing 12,500 common shares - Settled a dispute with Pioneer Capital Anstalt in May 2024, incurring a **$213,000 noncash charge** for modifying additional investment rights and a **$346,000 noncash charge** for issuing **6,875 restricted common shares**[266](index=266&type=chunk)[267](index=267&type=chunk) - Resolved a 2022 convertible note dispute in March 2024 by issuing **12,500 common shares**, resulting in an additional **noncash settlement expense of $164,000** in H1 2024[269](index=269&type=chunk) [8. SUBSEQUENT EVENTS](index=53&type=section&id=8.%20SUBSEQUENT%20EVENTS) Subsequent to June 30, 2025, the company regained Nasdaq compliance for its minimum bid price. It also designated Series AAAA Jr. Convertible Preferred Stock and entered into several exchange agreements to convert promissory notes into preferred or common stock and cash payments. New financing transactions include an Equity Line of Credit with Yield Point NY, LLC for up to $20 million and a Private Placement Offering of $4 million in 8% Senior Secured Convertible Notes and warrants. The Belleau Note principal was amended to $1.25 million - Regained compliance with Nasdaq Listing Rule 5550(a)(2) (minimum bid price) on July 8, 2025[271](index=271&type=chunk) - Designated **3,775,047 shares** of Series AAAA Jr. Convertible Preferred Stock on July 11, 2025, with a stated value of **$1.00** and an initial conversion price of Nasdaq Minimum Price + **$0.01**[272](index=272&type=chunk)[273](index=273&type=chunk) - Entered into Preferred Stock Exchange Agreements in July 2025, converting approximately **$3.29 million** in promissory notes into Series AAAA Jr. Convertible Preferred Stock and cash payments[274](index=274&type=chunk)[275](index=275&type=chunk) - Entered into an Equity Purchase Agreement on July 10, 2025, with Yield Point NY, LLC, providing the right to sell up to **$20 million** in common stock, and issued a pre-funded warrant for **$600,000 shares** of common stock as commitment[278](index=278&type=chunk)[280](index=280&type=chunk)[283](index=283&type=chunk) - Completed a Private Placement Offering on July 10, 2025, raising **$4 million** in gross proceeds from **8% Senior Secured Convertible Notes** (**$4,494,382 principal**) and warrants to purchase **659,968 common shares**[285](index=285&type=chunk) - The Belleau Note principal was reduced to **$1,250,000** on August 11, 2025, via an Amended & Restated Unsecured Promissory Note[295](index=295&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=58&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance and condition. It highlights a strategic focus on playable media, revenue diversification, and cost reduction initiatives, including a 35% workforce reduction in April 2025. The company experienced revenue declines in both the three and six months ended June 30, 2025, primarily due to macro headwinds and asset sales, but improved net loss per share. It also details recent acquisitions, expanded partnerships, and ongoing efforts to address Nasdaq listing compliance issues and secure additional financing - Super League is focused on transforming brand engagement through playable media, diversifying revenue, and significantly lowering operating costs[299](index=299&type=chunk)[301](index=301&type=chunk) - A **35% workforce reduction** and management compensation restructuring in April 2025 are expected to reduce fiscal year operating costs by approximately **$2.7 million** through December 31, 2025[301](index=301&type=chunk)[314](index=314&type=chunk) - Acquired Supersocial in May 2025, an award-winning production studio, to expand partnerships and enhance 3D immersive experiences on platforms like Roblox[305](index=305&type=chunk) - Expanded partnership with AdArcade in May 2025 to offer Native Playables®, a patented mobile ad format, to consumer brands, broadening reach to **220 million monthly US gamers**[308](index=308&type=chunk)[309](index=309&type=chunk)[310](index=310&type=chunk) [Overview and Executive Summary](index=58&type=section&id=Overview%20and%20Executive%20Summary) This section provides a high-level overview of Super League Enterprise, Inc.'s business model, strategic initiatives, and recent corporate developments - Super League Enterprise, Inc. focuses on connecting brands with consumers through playable media in mobile games and immersive gaming platforms[299](index=299&type=chunk) - The company generates revenue from advertising, direct-to-consumer offers, and content/technology production, operating in one reportable segment[300](index=300&type=chunk) - Key strategic initiatives include revenue diversification, focusing on turnkey low-friction product solutions, and forging new partnerships[301](index=301&type=chunk) - A **1-for-40 reverse stock split** was effective June 23, 2025, retroactively adjusting all share and per share data[302](index=302&type=chunk)[303](index=303&type=chunk)[304](index=304&type=chunk) - The sale of Mineville digital property in May 2025 for **$350,000 cash** included retaining ad sales and brand integration rights for two years[306](index=306&type=chunk)[307](index=307&type=chunk) [Results of Operations - Three Months Ended June 30, 2025 vs. 2024](index=60&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20June%2030,%202025%20vs.%202024) This section analyzes the company's financial performance for the three months ended June 30, 2025, compared to the same period in 2024, highlighting revenue, expense, and net loss trends Three Months Ended June 30, 2025 vs. 2024 (in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :---------------------- | :------ | :------ | :--------- | :--------- | | REVENUE | $3,001 | $4,116 | $(1,115) | (27)% | | COST OF REVENUE | $1,692 | $2,470 | $(778) | (31)% | | GROSS PROFIT | $1,309 | $1,646 | $(337) | (20)% | | Total operating expense | $4,454 | $5,739 | $(1,285) | (22)% | | NET LOSS | $(2,783)| $(2,455)| $328 | 13% | | Basic and diluted net loss per common share | $(4.52) | $(24.01)| $19.49 | (81)% | - Revenue decreased by **27%** due to macro headwinds, tariff uncertainty, market education challenges for immersive platforms, and reduced direct-to-consumer revenue from the Mineville sale[312](index=312&type=chunk) - Gross profit margin improved to **44%** in Q2 2025 from **40%** in Q2 2024, despite lower revenue, due to a greater proportional decrease in cost of revenue[313](index=313&type=chunk) - Total operating expense decreased by **22%**, driven by a **35% workforce reduction** and management compensation restructuring, expected to save **$2.7 million** in fiscal year operating costs[314](index=314&type=chunk)[315](index=315&type=chunk) [Results of Operations - Six Months Ended June 30, 2025 vs. 2024](index=61&type=section&id=Results%20of%20Operations%20-%20Six%20Months%20Ended%20June%2030,%202025%20vs.%202024) This section analyzes the company's financial performance for the six months ended June 30, 2025, compared to the same period in 2024, detailing revenue, expense, and net loss trends Six Months Ended June 30, 2025 vs. 2024 (in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :---------------------- | :------ | :------ | :--------- | :--------- | | REVENUE | $5,719 | $8,325 | $(2,606) | (31)% | | COST OF REVENUE | $3,214 | $4,947 | $(1,733) | (35)% | | GROSS PROFIT | $2,505 | $3,378 | $(873) | (26)% | | Total operating expense | $9,281 | $12,076 | $(2,795) | (23)% | | NET LOSS | $(7,013)| $(7,715)| $(702) | (9)% | | Basic and diluted net loss per common share | $(13.40)| $(62.17)| $48.77 | (78)% | - Revenue decreased by **31%** for the six months ended June 30, 2025, primarily due to industry softness in ad sales, macro environmental factors, and reduced direct-to-consumer revenues from the sales of Minehut and Mineville digital properties[317](index=317&type=chunk) - Gross profit margin improved to **44%** in H1 2025 from **41%** in H1 2024, driven by a greater proportional decrease in cost of revenue, particularly from a strategic **90% decrease** in lower-margin influencer marketing revenues[318](index=318&type=chunk)[333](index=333&type=chunk) - Net loss decreased by **9%** to **$7.0 million**, and net loss per common share significantly improved to **$(13.40)** from **$(62.17)** in the comparable prior year period[319](index=319&type=chunk) [Liquidity and Capital Resources](index=72&type=section&id=Liquidity%20and%20Capital%20Resources) The company's cash and cash equivalents decreased to $0.48 million at June 30, 2025, from $1.3 million at December 31, 2024. Management has identified substantial doubt about the company's ability to continue as a going concern due to net losses and accumulated deficit, necessitating additional capital. Recent equity financings in May 2025 raised approximately $1.75 million in gross proceeds. Debt financings include Agile I & II, Diagonal I & II, Belleau, and a Related Party Promissory Note, with various terms and repayment structures. The Accounts Receivable Financing Facility was terminated in June 2025 - Cash and cash equivalents decreased to **$0.48 million** at June 30, 2025, from **$1.3 million** at December 31, 2024[360](index=360&type=chunk) - Management has substantial doubt about the company's ability to continue as a going concern due to net losses and an accumulated deficit of **$277.1 million**, requiring additional equity or debt financing[361](index=361&type=chunk)[362](index=362&type=chunk)[363](index=363&type=chunk)[364](index=364&type=chunk) Equity Financings - May 2025 Offerings (Gross Proceeds) | Offering Type | Gross Proceeds (approx.) | | :------------ | :----------------------- | | May III | $670,000 | | May II | $500,000 | | May I | $870,000 | | Total | $2,040,000 | - The Accounts Receivable Financing Facility (SLR Agreement) was terminated on June 10, 2025[429](index=429&type=chunk) [Contractual Obligations and Off-Balance Sheet Commitments and Arrangements](index=85&type=section&id=Contractual%20Obligations%20and%20Off-Balance%20Sheet%20Commitments%20and%20Arrangements) As of June 30, 2025, the company has no significant capital expenditure commitments, committed lines of credit, or long-term debt, and no guarantees. It leases approximately 200 square feet of office space at $3,000 per month. The company has not entered into any off-balance sheet financial guarantees, derivative contracts indexed to its shares, or variable interests in unconsolidated entities - As of June 30, 2025, the company has no significant commitments for capital expenditures, committed lines of credit, or long-term debt, and no guarantees[437](index=437&type=chunk) - The company leases approximately **200 square feet** of office space at a rate of **$3,000 per month** on an annual basis[437](index=437&type=chunk) - No off-balance sheet financial guarantees, derivative contracts indexed to shares, or variable interests in unconsolidated entities have been entered into[438](index=438&type=chunk) [Critical Accounting Estimates and Policies](index=87&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) This section highlights critical accounting estimates, including revenue recognition, fair value option (FVO) election for promissory notes, and determination of fair value for warrants. Significant judgments are required in assessing collectability for revenue, determining appropriate discount rates for FVO debt, and estimating volatility, risk-free rates, and terms for Black-Scholes calculations for warrants. Variations in these estimates could materially impact financial results - Critical accounting estimates include revenue recognition, fair value option (FVO) election for promissory notes, and determination of fair value for warrants[442](index=442&type=chunk) - Significant judgments are required in assessing collectability for revenue, determining appropriate discount rates for FVO debt, and estimating Black-Scholes model inputs (volatility, risk-free rate, term) for warrants[445](index=445&type=chunk)[449](index=449&type=chunk)[450](index=450&type=chunk) - Variations in these judgments and estimates could have a material impact on the company's financial results[449](index=449&type=chunk)[450](index=450&type=chunk) [Relaxed Ongoing Reporting Requirements](index=88&type=section&id=Relaxed%20Ongoing%20Reporting%20Requirements) The company qualifies as a "smaller reporting company" and benefits from reduced disclosure obligations, including exemption from auditor attestation requirements of Section 404 of Sarbanes-Oxley and reduced executive compensation disclosures. It ceased being an "emerging growth company" as of December 31, 2024, but continues to leverage the smaller reporting company exemptions - The company qualifies as a "smaller reporting company" and benefits from reduced disclosure obligations[451](index=451&type=chunk) - Exemptions include not complying with auditor attestation requirements of Section 404 of Sarbanes-Oxley and reduced executive compensation disclosures[451](index=451&type=chunk) - The company ceased being an "emerging growth company" as of December 31, 2024, but continues to be a "smaller reporting company"[454](index=454&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=90&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is not currently exposed to significant market risks arising from changes in interest rates, foreign currency exchange rates, or derivative transactions in the ordinary course of its business - The company is not currently exposed to significant market risks from changes in interest rates, foreign currency exchange rates, or derivative transactions[456](index=456&type=chunk) [Item 4. Controls and Procedures](index=90&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, concluding they are effective in providing reasonable assurance that required information is recorded, processed, summarized, and reported timely. No material changes in internal control over financial reporting were identified during the period - CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2025, ensuring timely and accurate financial reporting[457](index=457&type=chunk) - No material changes in internal control over financial reporting were identified during the period covered by the report[458](index=458&type=chunk) [PART II. OTHER INFORMATION](index=90&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information not included in the financial statements, covering legal proceedings, risk factors, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=90&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report for the period - No legal proceedings are reported for the period[460](index=460&type=chunk) [Item 1A. Risk Factors](index=90&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks related to potential delisting from Nasdaq due to non-compliance with listing requirements, specifically the stockholders' equity requirement. While compliance with the minimum bid price and annual meeting requirements has been regained, failure to meet the stockholders' equity threshold could lead to delisting, reduced liquidity, and hinder future financing. Additionally, the company faces litigation risk from preferred stockholders if consent for common stock issuances below conversion price floors or for incurring debt is not obtained - The company is at risk of delisting from Nasdaq due to non-compliance with the **$2.5 million** stockholders' equity requirement, despite regaining compliance with the minimum bid price and annual meeting rules[461](index=461&type=chunk)[462](index=462&type=chunk)[466](index=466&type=chunk) - Delisting could reduce common stock liquidity, market price, and ability to raise additional financing[467](index=467&type=chunk)[473](index=473&type=chunk) - The company faces potential litigation from preferred stockholders if consent is not obtained for common stock issuances below conversion price floors or for incurring debt, as required by certain preferred stock certificates of designation[467](index=467&type=chunk)[468](index=468&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=92&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered securities were issued during the three months ended June 30, 2025, that were not previously reported - No previously unreported unregistered securities were issued during the three months ended June 30, 2025[469](index=469&type=chunk) [Item 3. Defaults Upon Senior Securities](index=92&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report - No defaults upon senior securities were reported[470](index=470&type=chunk) [Item 4. Mine Safety Disclosures](index=92&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[471](index=471&type=chunk) [Item 5. Other Information](index=92&type=section&id=Item%205.%20Other%20Information) No other information is reported for this item - No other information is reported for this item[472](index=472&type=chunk) [Item 6. Exhibits](index=93&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the 10-Q report, including underwriting agreements, placement agent agreements, purchase and sale agreements, certificates of amendment, promissory notes, employment agreement addendums, the 2025 Omnibus Equity Incentive Plan, and various certifications - Exhibits include various agreements such as underwriting, placement agent, and purchase/sale agreements[474](index=474&type=chunk) - Key financial and corporate documents like promissory notes, the 2025 Omnibus Equity Incentive Plan, and certifications from executive officers are also listed[474](index=474&type=chunk)

Financial Performance - Super League reported a revenue of $3.001 million for Q2 2025, a decrease from $4.116 million in Q2 2024, and a total of $5.719 million for the first half of 2025 compared to $8.325 million in the same period of 2024 [13][14] - The gross profit for Q2 2025 was $1.309 million, down from $1.646 million in Q2 2024, with a gross margin improvement to 44% year-over-year [5][13] - The net loss for Q2 2025 was $2.783 million, compared to a net loss of $2.455 million in Q2 2024, with a pro forma net loss of $2.097 million for Q2 2025 [14][15] Strategic Initiatives - The company has streamlined operations and reduced 2025 debt service obligations by 90%, achieving a 23% year-over-year reduction in pro forma operating costs [5][4] - Super League has launched innovative partnerships with companies like Universal Pictures and Panda Express, and expanded its collaboration with Meta Stadiums to unlock new revenue streams [4][5] - The acquisition of Supersocial and the exclusive relationship with AdArcade to implement a patented playable ad format are part of the company's revenue diversification strategy [4][5] Market Position and Future Outlook - Super League aims to achieve Adjusted EBITDA-positive results in Q4 2025, positioning itself at the forefront of interactive entertainment and playable media [2][5] - The company believes the passage of the GENIUS Act will create opportunities for next-generation consumer engagement programs [5] - With over 5 billion people playing games globally, including 3.32 billion video gamers, the potential for brand engagement through playable media is significant [3][4]

Core Insights - Super League has launched Rotrends Pro, a paid analytics tool designed to provide real-time trend and performance insights for Roblox, which has 111.8 million daily active users as of Q2 2025, marking a 41% year-over-year increase [2][3] Company Overview - Super League (Nasdaq: SLE) focuses on engaging audiences through playable media and immersive experiences in mobile games, leveraging proprietary technology and a network of creators to enhance brand engagement [4] Product Adoption and Market Potential - Rotrends Pro has gained early traction among various users, including brands, game developers, investors, and content creators, indicating a strong market opportunity for real-time gaming intelligence [2][3][6] - The tool was initially developed for internal use but has expanded to serve a broader market, positioning itself as a key resource for trend intelligence in the gaming sector [2][3] User Segments and Applications - Brands and agencies utilize trend data for media planning and identifying high-performing games [6] - Game developers analyze platform-wide mechanics to improve gameplay and monetization strategies [6] - Investors and analysts seek insights specific to Roblox to inform financial decisions [6] - Content creators leverage emerging trends to optimize their content strategies [6]

Core Insights - Super League has expanded its partnership with Meta-Stadiums Corp to enhance revenue opportunities within the TikTok creator ecosystem, focusing on content, commerce, and campaign activations [1][2][5] - The partnership aims to launch a branded sub-network of TikTok creators, leveraging MetaStars technology to onboard thousands of influencers and support brand-sponsored campaigns [2][3][4] - The new TikTok creator sub-network is set to launch in Q4 2025, targeting key consumer segments for brand and agency partners [4] Company Overview - Super League is a leader in engaging audiences through playable media and immersive experiences within mobile games, aiming to transform brand engagement [6] - The company utilizes proprietary technology and a vast network of creators to deliver impactful advertising and content experiences [6] - Meta-Stadiums Corp specializes in mobile-first, gamified entertainment environments, providing integrated engagement and monetization solutions [7]

Core Insights - Panda Express has launched a cross-platform campaign integrating its Hot Orange Chicken into gaming experiences on Fortnite Creative and Roblox, generating over 450,000 player engagements since its launch [1][4][7] - The campaign features interactive custom cutscenes that blend seamlessly into gameplay, marking a first for the quick-service restaurant (QSR) sector [2][8] - The character Pei Pei the Panda engages players across multiple maps, enhancing brand interaction and excitement around the product [3][5] Campaign Details - The campaign has achieved significant engagement metrics, with 265,000 players watching cutscenes and 185,000 interactions with Pei Pei the Panda [7] - Players can earn exclusive in-game rewards by completing specific actions on Fortnite Creative maps, creating a unique gameplay experience [8] - The campaign aims to evolve with new creative updates and interactive elements throughout the year, extending beyond the initial product launch [4][5] Company Background - Panda Express is the largest family-owned Asian dining concept in the U.S., founded in 1983, and is known for its innovative American Chinese cuisine [10] - The company operates over 2,500 locations across the U.S. and has a presence in 11 international countries, emphasizing quality ingredients and authentic flavors [10] - Panda Express has a philanthropic arm, Panda Cares®, which has raised over $415 million to support youth health and education initiatives [11]

Core Insights - The Gaming Summit at Advertising Week New York 2025 aims to highlight the potential of gaming as a significant advertising channel, with only 5% of advertising spend currently directed towards the 3.5 billion global gamers [1][6] - The event will provide marketers with actionable insights and strategies to effectively engage with gaming audiences across various platforms [2][6] Company Overview - Super League is a leader in engaging audiences through playable media and experiences within mobile games, utilizing proprietary technology and a vast network of creators to enhance brand engagement [7] - The company is co-hosting the Gaming Summit, emphasizing its role in connecting brands with consumers through innovative gaming experiences [4][7] Event Details - The Gaming Summit will take place from October 6-9, 2025, in The Penn District, featuring sessions designed to educate marketers on integrating gaming into their advertising strategies [1][2][3] - Key topics will include audience insights, the gaming media mix, and strategies for full-funnel marketing in the gaming landscape [5][6] Industry Context - The partnership between Super League and Advertising Week signifies a growing recognition of gaming as a vital component of modern marketing strategies [4][5] - The event aims to demystify gaming for marketers and provide a tactical blueprint for success in this rapidly evolving sector [2][4]

Core Insights - Super League Enterprise, Inc. has secured $4.5 million through a Convertible Note priced at a 30% premium to the market, indicating strong investor confidence in the company's future growth [2][4] - The company has successfully reduced its 2025 debt service obligations by approximately 90%, from $5.7 million to $600,000, enhancing its financial performance potential [4][5] - A $20 million equity line of credit has been established, providing a flexible capital source for future growth opportunities [3] Financial Transactions - The $4.5 million Convertible Note is convertible into common stock at a price of $6.81 per share, reflecting a premium above the Nasdaq Minimum Price [2] - The conversion of high-interest debt into equity securities has significantly lowered the company's debt burden, allowing new capital to be directed towards business operations [4] - The recent financial maneuvers are aimed at achieving EBITDA positivity by Q4 of the current year, following cost reductions in the first half of the year [5] Company Overview - Super League is a leader in engaging audiences through playable media and experiences within mobile games and immersive platforms [7] - The company utilizes proprietary technology and a vast network of creators to redefine brand-consumer connections, making brands more relevant and impactful [7]