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of Contents](#toc)\n\n \n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n**FORM 10-Q**\n\n(Mark One)\n\n \n\n☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor the quarterly period ended **March 31, 2026**\n\n \n\nOR\n\n \n\n☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934\n\n \n\nFrom the transition period from           to           \n\n \n\nCommission File Number **001-38819**\n\n \n\n**SUPER LEAGUE ENTERPRISE, INC.**\n\n(Exact name of small business issuer as specified in its charter)\n\n \n\n**Delaware**\n\n \n\n**47-1990734**\n\n(State or other jurisdiction of incorporation or\n\norganization)\n\n \n\n(IRS Employer Identification No.)\n\n \n\n**2450 Colorado Ave., Suite 100E**\n\n**Santa Monica, California 90404**\n\n(Address of principal executive offices)\n\n \n\n**Company: (213) 421-1920; Investor Relations: 203-741-8811**\n\n(Issuer’s telephone number)\n\n \n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant has submitted electronically on its corporate web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\n \n\nLarge accelerated filer\n\n☐\n\nAccelerated filer\n\n☐\n\n \n\nNon-accelerated filer\n\n☒\n\nSmaller reporting company\n\n☒\n\n \n \n\nEmerging growth company\n\n☐\n\n \n\nIf 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. ☐\n\n \n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\n \n\n**Title of each class**\n\n \n\n**Trading Symbol(s)**\n\n \n\n**Name of each exchange on which**\n\n**registered**\n\n \n\n \n\nCommon Stock, par value $0.001 per share\n\n \n\nSLE\n\n \n\nNASDAQ Capital Market\n\n \n\n \n\nAs of May 11, 2026, there were 1,502,712 shares of the registrant’s common stock, $0.001 par value, issued and outstanding.\n\n \n\n \n\n \n\n[Table of Contents](#toc)\n\n  \n\n \n\n**TABLE OF CONTENTS**\n\n \n\n \n\nPage\n\n \n \n\n[PART I. FINANCIAL INFORMATION](#parti)\n\n \n\n \n \n \n\n[Item 1.](#parti)\n\n[Condensed Consolidated Financial Statements](#parti)\n\n[1](#parti)\n\n \n \n \n\n[Item 2.](#itemii)\n\n[Management’s Discussion and Analysis of Financial Condition and Results of Operations](#itemii)\n\n[34](#itemii)\n\n \n \n \n\n[Item 3.](#itemiii)\n\n[Quantitative and Qualitative Disclosures About Market Risk](#itemiii)\n\n[51](#itemiii)\n\n \n \n \n\n[Item 4.](#itemiv)\n\n[Controls and Procedures](#itemiv)\n\n[51](#itemiv)\n\n \n \n\n[PART II. OTHER INFORMATION](#partii)\n\n \n\n \n \n \n\n[Item 1.](#legal)\n\n[Legal Proceedings](#legal)\n\n[52](#legal)\n\n \n \n \n\n[Item 1A.](#risk)\n\n[Risk Factors](#risk)\n\n[52](#risk)\n\n \n \n \n\n[Item 2.](#unregistered)\n\n[Unregistered Sales of Equity Securities and Use of Proceeds](#unregistered)\n\n[54](#unregistered)\n\n \n \n \n\n[Item 3.](#defaults)\n\n[Defaults Upon Senior Securities](#defaults)\n\n[54](#defaults)\n\n \n \n \n\n[Item 4.](#mine)\n\n[Mine Safety Disclosures](#mine)\n\n[54](#mine)\n\n \n \n \n\n[Item 5.](#other)\n\n[Other Information](#other)\n\n[54](#other)\n\n \n \n \n\n[Item 6.](#exhibits)\n\n[Exhibits](#exhibits)\n\n[55](#exhibits)\n\n \n \n \n\n[SIGNATURES](#sigs)\n[55](#sigs)\n\n \n\n \n\n[Table of Contents](#toc)\n\n \n\n  \n\n \n\n**PART I**\n\n \n\n**FINANCIAL INFORMATION**\n\n \n\n**ITEM** **1.**\n\n**CONDENSED FINANCIAL STATEMENTS**\n\n \n\n \n\n**SUPER LEAGUE ENTERPRISE, INC.**\n\n**CONDENSED BALANCE SHEETS**\n\n(In U.S. dollars, rounded to the nearest thousands, except share and per share data)\n\n \n\n \n \n\n**March 31,**\n\n \n \n\n**December 31,**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n \n \n\n**(Unaudited)**\n\n \n \n** **\n** **\n** **\n\n**ASSETS**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nCurrent Assets\n\n \n \n \n \n \n \n \n \n\nCash and cash equivalents\n\n \n$\n4,230,000\n \n \n$\n14,390,000\n \n\nMarketable securities, available-for-sale\n \n \n7,124,000\n \n \n \n-\n \n\nAccounts receivable, net\n\n \n \n2,625,000\n \n \n \n2,453,000\n \n\nPrepaid expense and other current assets\n\n \n \n1,629,000\n \n \n \n1,369,000\n \n\nTotal current assets\n\n \n \n15,608,000\n \n \n \n18,212,000\n \n\nInvestments noncurrent \n \n \n402,000\n \n \n \n-\n \n\nProperty and equipment, net\n\n \n \n6,000\n \n \n \n8,000\n \n\nIntangible assets, net\n\n \n \n1,623,000\n \n \n \n1,785,000\n \n\nGoodwill\n\n \n \n1,864,000\n \n \n \n1,864,000\n \n\nTotal assets\n\n \n$\n19,503,000\n \n \n$\n21,869,000\n \n\n \n \n \n \n \n \n \n \n \n\n**LIABILITIES AND STOCKHOLDERS**’**EQUITY**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nCurrent Liabilities\n\n \n \n \n \n \n \n \n \n\nAccounts payable and accrued expenses\n\n \n$\n4,338,000\n \n \n$\n3,614,000\n \n\nContract liabilities\n\n \n \n471,000\n \n \n \n566,000\n \n\nTotal current liabilities\n\n \n \n4,809,000\n \n \n \n4,180,000\n \n\nDeferred taxes\n\n \n \n147,000\n \n \n \n147,000\n \n\nWarrant liability\n\n \n \n4,000\n \n \n \n8,000\n \n\nTotal liabilities\n\n \n \n4,960,000\n \n \n \n4,335,000\n \n\n \n \n \n \n \n \n \n \n \n\nCommitments and Contingencies (Note 7)\n\n \n \n\n \n \n \n\n \n\n \n \n \n \n \n \n \n \n \n\n**Stockholders**’**Equity**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nPreferred stock, par value $0.001 per share; 10,000,000 shares authorized; 1,223 and 98,636 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively\n\n \n \n-\n \n \n \n-\n \n\nCommon stock, par value $0.001 per share; 750,000,000 shares authorized; 1,466,623 and 1,129,901 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively\n\n \n \n94,000\n \n \n \n94,000\n \n\nAdditional paid-in capital\n\n \n \n308,764,000\n \n \n \n307,402,000\n \n\nAccumulated deficit\n\n \n \n(294,266,000\n)\n \n \n(289,962,000\n)\n\nAccumulated other comprehensive income\n\n \n \n(49,000\n)\n \n \n-\n \n\nTotal stockholders’ equity\n\n \n \n14,543,000\n \n \n \n17,534,000\n \n\nTotal liabilities and stockholders’ equity\n\n \n$\n19,503,000\n \n \n$\n21,869,000\n \n\n \n\nSee accompanying notes to condensed financial statements.\n\n \n\n-1-\n\n[Table of Contents](#toc)\n\n \n\n \n\n**SUPER LEAGUE ENTERPRISE, INC.**\n\n**CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)**\n\n(Rounded to the nearest thousands, except share and per share data)\n\n(Unaudited)\n\n \n\n \n \n\n**Three Months**\n\n \n\n \n \n\n**Ended March 31,**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n \n \n \n \n \n \n \n \n \n\n**REVENUE**\n\n \n$\n3,003,000\n \n \n$\n2,718,000\n \n\n \n \n \n \n \n \n \n \n \n\n**COST OF REVENUE**\n\n \n \n1,926,000\n \n \n \n1,522,000\n \n\n \n \n \n \n \n \n \n \n \n\n**GROSS PROFIT**\n\n \n \n1,077,000\n \n \n \n1,196,000\n \n\n \n \n \n \n \n \n \n \n \n\n**OPERATING (INCOME) EXPENSE**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nSelling, marketing and advertising\n\n \n \n1,991,000\n \n \n \n2,392,000\n \n\nEngineering, technology and development\n\n \n \n668,000\n \n \n \n929,000\n \n\nGeneral and administrative\n\n \n \n2,577,000\n \n \n \n1,520,000\n \n\nContingent consideration\n\n \n \n-\n \n \n \n(14,000\n)\n\n**Total operating expense**\n\n \n \n5,236,000\n \n \n \n4,827,000\n \n\n \n \n \n \n \n \n \n \n \n\n**NET OPERATING LOSS**\n\n \n \n(4,159,000\n)\n \n \n(3,631,000\n)\n\n \n \n \n \n \n \n \n \n \n\n**OTHER INCOME (EXPENSE)**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nInterest income\n\n \n \n90,000\n \n \n \n-\n \n\nGain on sale of intangible assets\n\n \n \n-\n \n \n \n243,000\n \n\nChange in fair value of warrant liability\n\n \n \n4,000\n \n \n \n717,000\n \n\nInterest expense, including change in fair value of debt accounted for at fair value\n\n \n \n-\n \n \n \n(1,402,000\n)\n\nOther income (expense), net\n\n \n \n14,000\n \n \n \n(157,000\n)\n\n**Total other income (expense)**\n\n \n \n108,000\n \n \n \n(599,000\n)\n\n \n \n \n \n \n \n \n \n \n\n**Loss before provision for income taxes**\n\n \n \n(4,051,000\n)\n \n \n(4,230,000\n)\n\n \n \n \n \n \n \n \n \n \n\nProvision for income taxes\n\n \n \n-\n \n \n \n-\n \n\n \n \n \n \n \n \n \n \n \n\n**NET LOSS**\n\n \n$\n(4,051,000\n)\n \n$\n(4,230,000\n)\n\n**Loss per share:**\n\n \n \n \n \n \n \n-\n \n\n**Net loss attributable to common stockholders - basic and diluted**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nBasic and diluted net loss per common share\n\n \n$\n(1.77\n)\n \n$\n(119.79\n)\n\nWeighted-average number of common shares outstanding, basic and diluted\n\n \n \n2,434,716\n \n \n \n35,321\n \n\n \n \n \n \n \n \n \n \n \n\n**OTHER COMPREHENSIVE LOSS**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nUnrealized loss on available-for-sale securities\n\n \n \n(49,000\n)\n \n \n-\n \n\n**Total other comprehensive loss**\n\n \n \n(49,000\n)\n \n \n-\n \n\n \n \n \n \n \n \n \n \n \n\n**TOTAL COMPREHENSIVE LOSS**\n\n \n$\n(4,100,000\n)\n \n$\n(4,230,000\n)\n\n \n\nSee accompanying notes to condensed financial statements.\n\n \n\n-2-\n\n[Table of Contents](#toc)\n\n \n\n \n\n**SUPER LEAGUE ENTERPRISE, INC.**\n\n**CONDENSED STATEMENTS OF STOCKHOLDERS**’ **EQUITY (DEFICIT)**\n\n(Rounded to the nearest thousands, except share and per share data)\n\n(Unaudited)\n\n \n\n \n \n\n**Three Months**\n\n \n\n \n \n\n**Ended March 31,**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n**Preferred stock (Shares):**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nBalance, beginning of period\n\n \n \n98,636\n \n \n \n17,499\n \n\nConversion of Series A preferred stock to common stock\n\n \n \n-\n \n \n \n(780\n)\n\nConversion of Series AAA preferred stock to common stock\n\n \n \n-\n \n \n \n(50\n)\n\nConversion of Series AAAA Junior preferred stock to common stock\n\n \n \n(97,413\n)\n \n \n-\n \n\n**Balance, end of period**\n\n \n \n1,223\n \n \n \n16,669\n \n\n \n \n \n \n \n \n \n \n \n\n**Preferred stock (Amount, at Par Value):**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nBalance, beginning of period\n\n \n$\n-\n \n \n$\n-\n \n\nConversion of Series A preferred stock to common stock\n\n \n \n-\n \n \n \n-\n \n\nConversion of Series AA preferred stock to common stock\n\n \n \n-\n \n \n \n-\n \n\nConversion of Series AAA preferred stock to common stock\n\n \n \n-\n \n \n \n-\n \n\n**Balance, end of period**\n\n \n$\n-\n \n \n$\n-\n \n\n \n \n \n \n \n \n \n \n \n\n**Common stock (Shares):**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nBalance, beginning of period\n\n \n \n1,129,901\n \n \n \n33,801\n \n\nExercise of October 2025 PIPE prefunded warrants\n\n \n \n189,844\n \n \n \n-\n \n\nCommon stock issued in connection with ELOC, including commitment shares\n\n \n \n-\n \n \n \n2,119\n \n\nCommon stock issued in connection with Super Biz Note\n\n \n \n-\n \n \n \n547\n \n\nPreferred stock dividends paid – common stock\n\n \n \n34,575\n \n \n \n5\n \n\nConversion of Series A preferred stock to common stock\n\n \n \n-\n \n \n \n147\n \n\nConversion of Series AAA preferred stock to common stock\n\n \n \n-\n \n \n \n63\n \n\nConversion of Series AAAA Junior preferred stock to common stock\n\n \n \n1,655\n \n \n \n-\n \n\nJanuary 2026 Reverse split\n\n \n \n59,032\n \n \n \n-\n \n\nStock-based compensation\n\n \n \n47,290\n \n \n \n466\n \n\nIssuance of common stock – Hide or Die!\n\n \n \n4,326\n \n \n \n-\n \n\n**Balance, end of period**\n\n \n \n1,466,623\n \n \n \n37,148\n \n\n \n \n \n \n \n \n \n \n \n\n**Common stock (Amount):**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nBalance, beginning of period\n\n \n$\n94,000\n \n \n$\n94,000\n \n\nExercise of October 2025 PIPE prefunded warrants\n\n \n \n-\n \n \n \n-\n \n\nCommon stock issued in connection with ELOC, including commitment shares\n\n \n \n-\n \n \n \n1,000\n \n\nCommon stock issued in connection with Super Biz Note\n\n \n \n-\n \n \n \n-\n \n\nPreferred stock dividends paid – common stock\n\n \n \n-\n \n \n \n-\n \n\nConversion of Series A preferred stock to common stock\n\n \n \n-\n \n \n \n-\n \n\nConversion of Series AAA preferred stock to common stock\n\n \n \n-\n \n \n \n-\n \n\nConversion of Series AAAA Junior preferred stock to common stock\n\n \n \n-\n \n \n \n-\n \n\nJanuary 2026 Reverse split\n\n \n \n-\n \n \n \n-\n \n\nStock-based compensation\n\n \n \n-\n \n \n \n-\n \n\nIssuance of common stock – Hide or Die!\n\n \n \n-\n \n \n \n-\n \n\n**Balance, end of period**\n\n \n$\n94,000\n \n \n$\n95,000\n \n\n \n \n \n \n \n \n \n \n \n\n**Additional paid-in-capital:**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nBalance, beginning of period\n\n \n$\n307,402,000\n \n \n$\n270,111,000\n \n\nPreferred stock dividends paid – common stock\n\n \n \n253,000\n \n \n \n1,000\n \n\nPreferred stock conversions\n\n \n \n-\n \n \n \n-\n \n\nCommon stock issued in connection with ELOC\n\n \n \n-\n \n \n \n231,000\n \n\nCommitment Shares – ELOC, net\n\n \n \n-\n \n \n \n138,000\n \n\nStock-based compensation\n\n \n \n1,077,000\n \n \n \n229,000\n \n\nIssuance of common stock – Hide or Die!\n\n \n \n37,000\n \n \n \n-\n \n\nShare issuance costs\n\n \n \n(5,000\n)\n \n \n-\n \n\n**Balance, end of period**\n\n \n$\n308,764,000\n \n \n$\n270,710,000\n \n\n \n \n \n \n \n \n \n \n \n\n**Accumulated Deficit:**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nBalance, beginning of period\n\n \n$\n(289,962,000\n)\n \n$\n(270,035,000\n)\n\nPreferred stock dividends – common stock\n\n \n \n(253,000\n)\n \n \n(1,000\n)\n\nNet Loss\n\n \n \n(4,051,000\n)\n \n \n(4,230,000\n)\n\n**Balance, end of period**\n\n \n$\n(294,266,000\n)\n \n$\n(274,266,000\n)\n\n \n \n \n \n \n \n \n \n \n\n**Other comprehensive loss:**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nBalance, beginning of period\n\n \n$\n-\n \n \n$\n-\n \n\nUnrealized loss on available-for-sale securities\n\n \n \n(49,000\n)\n \n \n-\n \n\n**Balance, end of period**\n\n \n \n(49,000\n)\n \n \n-\n \n\n**Total stockholders**’** equity (deficit)**\n\n \n$\n14,543,000\n \n \n$\n(3,461,000\n)\n\n \n\nSee accompanying notes to condensed financial statements.\n\n \n\n-3-\n\n[Table of Contents](#toc)\n\n \n\n \n\n**SUPER LEAGUE ENTERPRISE, INC.**\n\n**CONDENSED STATEMENTS OF CASH FLOWS**\n\n(Rounded to the nearest thousands)\n\n(Unaudited)\n\n \n\n \n\n \n \n\n**Three Months**\n\n**Ended March 31,**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n**CASH FLOWS FROM OPERATING ACTIVITIES**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nNet loss\n\n \n$\n(4,051,000\n)\n \n$\n(4,230,000\n)\n\nAdjustments to reconcile net loss to net cash used in operating activities:\n\n \n \n \n \n \n \n \n \n\nDepreciation and amortization\n\n \n \n547,000\n \n \n \n547,000\n \n\nStock-based compensation\n\n \n \n1,115,000\n \n \n \n284,000\n \n\nChange in fair value of warrant liability\n\n \n \n(4,000\n)\n \n \n(717,000\n)\n\nAmortization/accretion of premiums and discounts on available-for-sale securities, net\n \n \n(11,000\n)\n \n \n-\n \n\nChange in fair value of contingent consideration\n\n \n \n-\n \n \n \n(59,000\n)\n\nChange in fair value of debt\n\n \n \n-\n \n \n \n495,000\n \n\nGain on sale of intangible assets\n\n \n \n-\n \n \n \n(243,000\n)\n\nChanges in operating assets and liabilities:\n\n \n \n \n \n \n \n \n \n\nAccounts receivable\n\n \n \n(172,000\n)\n \n \n1,198,000\n \n\nPrepaid expense and other current assets\n\n \n \n(265,000\n)\n \n \n(352,000\n)\n\nAccounts payable and accrued expense\n\n \n \n467,000\n \n \n \n107,000\n \n\nContract liabilities\n\n \n \n(95,000\n)\n \n \n583,000\n \n\nAccrued interest on available-for-sale securities\n\n \n \n(54,000\n)\n \n \n-\n \n\nAccrued interest on note payable\n\n \n \n-\n \n \n \n184,000\n \n\n**Net cash used in operating activities**\n\n \n \n(2,523,000\n)\n \n \n(2,203,000\n)\n\n \n \n \n \n \n \n \n \n \n\n**CASH FLOWS FROM INVESTING ACTIVITIES**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nCash paid in connection with Bounce Acquisition\n\n \n \n(75,000\n)\n \n \n-\n \n\nInvestment in Roblox digital property\n\n \n \n(165,000\n)\n \n \n-\n \n\nInvestment in Solsten Inc.\n\n \n \n(200,000\n)\n \n \n-\n \n\nInvestment in marketable securities, available-for-sale\n \n \n(8,982,000\n)\n \n \n-\n \n\nProceeds from sale of marketable securities, available-for-sale\n \n \n1,820,000\n \n \n \n-\n \n\nProceeds from sale of Minehut Assets\n\n \n \n-\n \n \n \n383,000\n \n\nCapitalization of software development costs\n\n \n \n(10,000\n)\n \n \n(100,000\n)\n\nOther intangibles\n\n \n \n(25,000\n)\n \n \n-\n \n\n**Net cash provided by (used in) investing activities**\n\n \n \n(7,637,000\n)\n \n \n283,000\n \n\n \n \n \n \n \n \n \n \n \n\n**CASH FLOWS FROM FINANCING ACTIVITIES**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nProceeds from issuance of common stock, net of issuance costs\n\n \n \n-\n \n \n \n231,000\n \n\nProceeds from notes payable, net of debt issuance costs\n\n \n \n-\n \n \n \n3,079,000\n \n\nPayments on notes payable\n\n \n \n-\n \n \n \n(2,075,000\n)\n\nAdvances from accounts receivable facility\n\n \n \n-\n \n \n \n259,000\n \n\nPayments on accounts receivable facility\n\n \n \n-\n \n \n \n(137,000\n)\n\n**Net cash provided by financing activities**\n\n \n \n-\n \n \n \n1,357,000\n \n\n \n \n \n \n \n \n \n \n \n\n**NET DECREASE IN CASH**\n\n \n \n(10,160,000\n)\n \n \n(563,000\n)\n\n**Cash and Cash Equivalents** – beginning of period\n\n \n \n14,390,000\n \n \n \n1,310,000\n \n\n**Cash** **and Cash Equivalents** – end of period\n\n \n$\n4,230,000\n \n \n$\n747,000\n \n\n \n \n \n \n \n \n \n \n \n\n**SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES**\n\n \n \n \n \n \n \n \n \n\nCommon stock issued - Investment in Roblox digital property\n\n \n$\n36,958\n \n \n$\n-\n \n\nCommitment shares issued in connection with ELOC\n\n \n \n-\n \n \n \n159,000\n \n\nCommon stock issued in connection with Super Biz Note\n\n \n \n-\n \n \n \n336,000\n \n\n \n \n \n \n \n \n \n \n \n\nCash paid for interest\n\n \n \n-\n \n \n \n801,000\n \n\n \n\nSee accompanying notes to condensed financial statements. \n\n \n\n-4-\n\n[Table of Contents](#toc)\n\n \n\n**SUPER LEAGUE ENTERPRISE, INC.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**(Unaudited)**\n\n \n\n \n\n**1.**\n\n**DESCRIPTION OF BUSINESS**\n\n \n\nSuper League Enterprise Inc. (“Super League” or the “Company”) (Nasdaq: SLE) connects brands with the 3.5 billion-person global gaming population through advertising and branded content programs across gaming and digital media platforms. The Company generates revenue by executing these programs through proprietary interactive formats, creator content, immersive experiences, data-driven insights, and strategic campaign services to improve marketing performance. By translating player behavior into actionable intelligence, Super League serves as a trusted partner that enables brands to more effectively influence consumers who play video games, positioning the Company to capture a greater share of advertising spend over time.\n\n \n\nSuper League was incorporated on October 1, 2014 as Nth Games, Inc. under the laws of the State of Delaware and changed its name to Super League Gaming, Inc. on June 15, 2015, and to Super League Enterprise, Inc. on September 11, 2023.\n\n \n\n*Reverse Split*. On January 16, 2026, the Company filed an amendment (the “2026 Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share at a ratio of 1-for-12 (the “2026 Reverse Split”). The 2026 Amendment became effective on January 23, 2026. As a result of the 2026 Reverse Split, every 12 shares of the Company’s issued and outstanding common stock was automatically combined and converted into one issued and outstanding share of common stock. Refer to Note 6 for additional information on reverse stock splits. \n\n \n\nAs a result of the 2026 Reverse Split, all references to common stock, warrants to purchase common stock and other rights, options to purchase common stock, restricted stock, share data, per share data and related information contained in the financial statements (hereinafter, “financial statements”) have been retroactively adjusted to reflect the effect of the 2026 Reverse Split for all periods presented.\n\n \n\nReferences to “financial statements,” “balance sheets,” “statements of comprehensive income (loss),” “statements of cash flows,” and “statements of stockholders’ equity,” refer to the “consolidated financial statements,” “consolidated balance sheets,” “consolidated statements of comprehensive income (loss),” “consolidated statements of cash flows” and “consolidated statements of stockholders’ equity,” respectively, of the Company, including the accounts of the Company and its wholly owned subsidiaries, if any. As of March 31, 2026 and December 31, 2025, there were no wholly owned subsidiaries of the Company. The legal entity Mobcrush Streaming, Inc. was dissolved effective May 14, 2025. InPvP, LLC was sold in May 2025.\n\n \n\nAll references to “common stock” refer to the Company’s common stock, par value $0.001 per share.\n\n \n\nAll references to “Note,” followed by a number reference, refer to the applicable corresponding numbered footnotes to these financial statements.\n\n \n\nIn October 2025, the Company entered into Securities Purchase Agreements (the “PIPE Purchase Agreement”) with certain accredited investors (the “Purchasers”), relating to the Company’s offering of an aggregate of (a) 332,084 shares (the “PIPE Shares”) of the Company’s common stock, at a price per share equal to $12.00 and (b) Pre-Funded Warrants to purchase 1,334,584 shares of common stock (the “PIPE Pre-Funded Warrants”) at a price per PIPE Pre-Funded Warrant equal to same price as that for PIPE Shares minus $0.00001, and the remaining exercise price of each PIPE Pre-Funded Warrant will equal $0.00001 per share, for gross proceeds to the Company of approximately $20,000,000, before deducting offering costs and expenses (as referenced herein, “October 2025 PIPE”).\n\n \n\nMisfits Acquisition\n\n \n\nOn March 16, 2026, the Company entered into an asset purchase agreement (the “Misfits Purchase Agreement”) with Esports Now, LLC (“Misfits”), pursuant to which Misfits agreed to sell certain assets strictly constituting the Misfits Ads Business (the “Misfits Purchased Assets”) to the Company, and the Company agreed to assume certain liabilities related to the Misfits Purchased Assets (the “Misfits Acquisition”).\n\n \n\nOn March 20, 2026, the Company filed a preliminary proxy statement with the Securities and Exchange Commission (“SEC”), followed by the filing of a definitive proxy statement with the SEC on April 2, 2026 (the “Misfits Proxy Statement”). The Misfits Proxy Statement solicited the approval of the issuance of an aggregate of 1,161,813 shares of common stock to be issued as consideration in connection with the Misfits Acquisition (the “Issuance Proposal”) by the affirmative vote of a majority of the voting power of the Company’s shares present at a special meeting of the Company’s stockholders, scheduled for April 30, 2026 (the “Special Meeting”).\n\n \n\n-5-\n\n[Table of Contents](#toc)\n\n  \n\nOn April 30, 2026, at the Special Meeting, the Company’s stockholders approved the Issuance Proposal. On May 1, 2026 (the “*Misfits Closing Date*”), the Company and Misfits consummated the Misfits Acquisition (the “*Misfits Closing*”).\n\n \n\n*Misfits Acquisition Consideration*\n\n \n\nAt the Misfits Closing, the Company paid the following consideration for the Misfits Purchased Assets: (i) a cash payment in the amount of $1.5 million (the “*Misfits Closing Cash Consideration*”), (ii) 26,768 shares of common stock (the “*Misfits Closing Shares*”), (iii) a pre-funded common stock purchase warrant to purchase 509,682 shares of common stock (the “*Misfits Pre-Funded Warrant,*” and the shares issuable upon exercise of the Misfits Pre-Funded Warrant, the “*Misfits PFW Shares*”), and (iv) a common stock purchase warrant to purchase 536,450 shares of common stock, with an exercise price of $18.00 (the “Misfits *Warrant*”, and the shares issuable upon exercise of the Misfits Warrant, the “*Misfits Warrant Shares*”)(the Misfits Closing Shares, the Misfits PFW Shares, and the Misfits Warrant Shares collectively, the “*Misfits Closing Share Consideration*”). Pursuant to the terms and subject to the conditions of the Misfits Purchase Agreement, on the one-year anniversary of the Misfits Closing, the Company will pay an additional cash payment in the amount of $300,000 (the “*Delayed Cash Payment*”).\n\n \n\nIn addition, pursuant to the terms and subject to the conditions of the Misfits Purchase Agreement, on the one-year anniversary of the Misfits Closing, the Company may pay up to an aggregate of (i) $1.2 million in cash (the “*Misfits Earnout Cash*”), and (ii) 105,571 shares of common stock, or, upon the election of Misfits, Misfits Pre-Funded Warrants to purchase 105,571 shares of common stock (the “Misfits *Earnout Shares*”, and collectively with the Misfits Earnout Cash, the “*Misfits Earnout Consideration*”). The Misfits Earnout Consideration will be payable to Misfits in connection with: (i) the achievement of certain gross profit milestones for the period beginning on the Misfits Closing Date until the date that is one year from the date of the Misfits Closing; and (ii) the Company’s market capitalization as of the one and two year anniversary of the Misfits Closing Date.\n\n \n\nThe Misfits Warrants are exercisable immediately upon issuance, expire two years from the date of issuance, and have an initial exercise price of $18.00 (the “*Initial Exercise Price*”), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events. The Misfits Warrants also contain a call feature, whereby, after the Company has registered the Misfits Warrant Shares on an effective registration statement filed with the SEC, the Company has the option, but not the obligation, and in the Company’s sole and absolute discretion, to purchase the Misfits Warrant from the holder at a price of $0.001 per share of common stock underlying the Misfits Warrant (the “*Call Option*”), in the event the closing price of the Company’s common stock, as listed on the Nasdaq Capital Market, is at or above $18.00 per share for 20 consecutive trading days (the “*Call Trigger*”). The Company’s right to exercise the Call Option will begin on the day immediately following the Call Trigger until the day that is thirty (30) calendar days thereafter, by way of delivery of a notice to exercise the Call Option to the holders of the Misfits Warrants.\n\n \n\nThe exercise price of the Misfits Pre-Funded Warrant per underlying share of common stock is $0.001. Pursuant to the Misfits Pre-Funded Warrant, a holder will not be entitled to exercise any portion of any Misfits Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of common stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Misfits Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 9.99% upon 61 days’ notice to the Company. In addition, in certain circumstances, upon a fundamental transaction, a holder of Misfits Pre-Funded Warrants will be entitled to receive, upon exercise of the Misfits Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Misfits Pre-Funded Warrants immediately prior to the fundamental transaction.\n\n \n\n-6-\n\n[Table of Contents](#toc)\n\n  \n\nThe Misfits Purchase Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type.\n\n \n\n*Brand Partnership Agreement*\n\n \n\nIn connection with the Misfits Closing and the entrance into the Misfits Purchase Agreement, the Company and Misfits entered into an exclusive brand partnership agreement dated May 1, 2026 (the “Brand Partnership Agreement”), pursuant to which Misfits agreed to grant certain preferred rights (the “Misfits Preferred Rights”) to the Company for purposes of selling brand partnerships where a third-party brand may be advertised (via sponsorships, marketing, brand endorsements, product placements, brand integrations and other similar associations) (collectively, “Partnerships”) in certain games in the Misfits Roblox game portfolio (the “Misfits Games”). The initial term of the Brand Partnership Agreement is one year, subject to extension by mutual agreement. The Brand Partnership Agreement may be terminated upon written notice by the parties.                  \n\n \n\n*Director Designee*\n\n \n\nPursuant to the terms and conditions of the Misfits Purchase Agreement, at the Misfits Closing, Misfits was granted the right to appoint a designee to the Board of Directors of the Company (“Misfits Board Designee”); provided, however, the Misfits Board Designee must be qualified to serve on a public company’s board of directors and meet the requirements of an “independent director” pursuant to the rules and regulations of Nasdaq.\n\n \n\n-7-\n\n[Table of Contents](#toc)\n\n  \n\n*Registration Rights Agreement*\n\n \n\nIn connection with the closing of the Misfits Acquisition and the entrance into the Misfits Purchase Agreement, the Company and Misfits entered into a registration rights agreement dated May 1, 2026 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC on or prior to the 90th calendar day following the Misfits Closing Date, for purposes of registering the Misfits Closing Shares, the Misfits Warrant Shares, and the Misfits PFW Shares (the “Misfits Registration Statement”). The Company agreed to use commercially reasonable efforts to have such Registration Statement declared effective within the time period set forth in the Registration Rights Agreement, and to keep the Registration Statement effective until the date that all registrable securities covered by the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.\n\n \n\nThe closing of the Misfits Acquisition and the integration of the Misfits Purchased Assets involves certain risks and uncertainties, including, among other things, risks related to our ability to successfully integrate the Misfits Purchased Assets into our operations; our ability to implement plans, forecasts and other expectations with respect to the Misfits Purchased Assets; our ability to realize the anticipated benefits of the Misfits Acquisition, including the possibility that the expected benefits from the Misfits Acquisition will not be realized or will not be realized within the expected time period; the achievement of the revenue milestones and payment of the Misfits Earnout Consideration; the outcome of any legal or governmental proceedings related to the Misfits Acquisition or otherwise; the negative effects of the announcement of the Misfits Acquisition on the market price of our common stock or on our operating results; significant Misfits Acquisition costs; unknown liabilities; attracting new customers and maintaining and expanding our existing customer base; our ability to scale and update our platform to respond to customers’ needs and rapid technological change; increased competition on our market and our ability to compete effectively; and expansion of our operations and increased adoption of our platform internationally.\n\n \n\n \n\n**2.**\n\n**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis of Presentation**\n\n \n\nThe accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, certain information and footnotes required by U.S. GAAP in annual financial statements have been omitted or condensed in accordance with quarterly reporting requirements of the Securities and Exchange Commission (“SEC”). These interim condensed financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended (amended to present the information required by Items 10, 11, 12, 13, and 14 of Part III of the Original Filing in reliance on General Instruction G(3) to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed with the SEC within 120 days after fiscal year end), filed with the SEC on March 31, 2026.\n\n \n\nThe December 31, 2025 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The condensed financial statements of Super League include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of Super League’s financial position as of March 31, 2026, and results of its operations and its cash flows for the interim periods presented. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year, or any future period.\n\n \n\n**Principles of Consolidation**\n\n \n\nThe condensed financial statements include the accounts of the Company and its wholly owned subsidiaries, if any. All intercompany accounts and transactions have been eliminated in consolidation, if any. As of March 31, 2026 and December 31, 2025, the Company had no wholly owned subsidiaries. Mobcrush Streaming, Inc. was dissolved effective May 14, 2025. InPvP, LLC was sold in May 2025.\n\n \n\n**Reclassifications**\n\n \n\nCertain reclassifications to operating expense line items may have been made to prior year amounts for consistency and comparability with the current year’s condensed financial statement presentation. These reclassifications had no effect on the reported total revenue, operating expense, total assets, total liabilities, total stockholders’ equity, or net loss for the prior periods presented.\n\n \n\n-8-\n\n[Table of Contents](#toc)\n\n  \n\n**Use of Estimates**\n\n \n\nThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from these estimates. The Company believes that, of the significant accounting policies described herein, the accounting policies associated with revenue recognition, impairment of intangibles assets, including goodwill, stock-based compensation expense, accounting for business combinations and related contingent consideration, accounting for debt, including estimates and assumptions used to calculate the fair value of debt instruments, accounting for debt modifications, exchanges and extinguishments, accounting for derivatives, including estimates and assumptions used to calculate the fair value of derivative instruments, accounting for convertible preferred stock, including modifications and exchanges of equity and equity-linked instruments, accounting for warrant liabilities and accounting for income taxes and valuation allowances against net deferred tax assets, require its most difficult, subjective, or complex judgements.\n\n \n\n**Revenue Recognition**\n\n \n\nRevenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services and when the customer obtains control of the goods or services. In this regard, revenue is recognized when (i) the parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations; (ii) the entity can identify each party’s rights regarding the goods or services to be transferred; (iii) the entity can identify the payment terms for the goods or services to be transferred; (iv) the contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract); and (v) it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.\n\n \n\nTransaction prices are based on the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, if any. The Company considers the explicit terms of the revenue contract, which are typically written and executed by the parties, the Company’s customary business practices, the nature, timing, and the amount of consideration promised by a customer in connection with determining the transaction price for the Company's revenue arrangements. Refunds and sales returns historically have not been material.\n\n \n\nThe Company generates revenue from brands and agencies by executing programs targeting U.S. audiences that include (i) mini-games and experiences within Roblox, Minecraft, and Fortnite, (ii) playable and rewarded video ads in mobile and immersive environments, (iii) in-game ads across mobile and PC, (iv) connected TV gaming applications and sponsorships, (v) custom integrations within games, (vi) interactive characters, and (vii) influencer content across social and digital video platforms. An additional emerging revenue source includes participation in revenue generated by select game properties.\n\n \n\nThe Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction and is evaluated on a transaction-by-transaction basis. To the extent the Company acts as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the goods or services prior to transfer to the customer. Where applicable, the Company has determined that it acts as the principal in all of its media and advertising, publishing and content studio and direct to consumer revenue streams, except in situations where the Company utilizes a reseller partner with respect to media and advertising sales arrangements.\n\n \n\nIn the event a customer pays the Company consideration, or the Company has a right to an amount of consideration that is unconditional, prior to the Company’s transfer of a good or service to the customer, the Company reflects the contract as a contract liability when the payment is made or the payment is due, whichever is earlier. In the event the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, the Company reflects the contract as a contract asset, excluding any amounts reflected as a receivable.\n\n \n\nDepending on the complexity of the underlying revenue arrangement and related terms and conditions, significant judgements, assumptions and estimates may be required to determine each party’s rights regarding the goods or services to be transferred, each party’s performance obligations, whether performance obligations are satisfied at a point in time or over time, estimates of completion methodologies, the timing of satisfaction of performance obligations, whether we are a principal or agent in the arrangement and the appropriate period or periods in which, or during which, the completion of the earnings process and transfer of control occurs. Depending on the magnitude of specific revenue arrangements, if different judgements, assumptions and estimates are made regarding revenue arrangements in any specific period, the Company’s periodic financial results may be materially affected.\n\n \n\n*Media and Advertising*\n\n \n\nMedia and advertising revenue primarily consists of direct and reseller sales of the Company’s on-platform media (including off-platform media) and analytics products, and influencer marketing campaign sales to third-party brands and agencies (hereinafter, “Brands”).\n\n \n\n-9-\n\n[Table of Contents](#toc)\n\n  \n\n*On Platform Media*\n\n \n\nOn platform media revenue is generated from third party Brands advertising in-game on Roblox, Minecraft or other digital platforms. Media assets include static billboards, video billboards, portals, 3D characters, Pop Ups and other media products. The Company works with Brands to determine the specific campaign media to deploy, target ad units and target demographics. The Company customizes the media advertising campaign and media products with applicable branding, images and design and place the media on the various digital platforms. Media is delivered via the Company’s Super Biz Roblox platform, the Roblox Immersive Ads platform, other platforms, and prior to the Minehut Sale, on the Company’s owned and operated Minehut platform. Media placement can be based on a cost per thousand, other cost per measure, or a flat fee. Media and advertising arrangements typically include contract terms for time periods ranging from one week to two or three months in length.\n\n \n\nFor on-platform media campaigns, the Company typically inserts media products on-platform (in-game) to deliver to the Brand a predetermined number of impressions identified in the underlying contract. The benefit accrues to the Brand at the time that the Company delivers the impression on the platform, and the media product is viewed or interacted with by the on-platform user. The performance obligation for on-platform media campaigns is each impression that is guaranteed or required to be delivered per the underlying contract. Each impression is considered a good or service that is distinct under the revenue standard, and the performance obligation under the Company’s on-platform media contracts is the delivery of a series of impressions. Each impression required to be delivered in the series that the Company promises to transfer to the Brand meets the criteria to be a performance obligation satisfied over time, due to the fact that (1) the Company’s performance does not create an asset with an alternative use to the Company, and (2) the Company has an enforceable right to payment for performance completed to date per the terms of the contract. Further, the same method is used to measure the Company’s progress toward complete satisfaction of the performance obligation to transfer each distinct impression, as in the transfer of the series of impressions to the customer, which is based on actual delivery of impressions. As such, the Company accounts for the specified series of impressions as a single performance obligation.\n\n \n\nThe delivery of the impression on platform represents the change in control of the good or service, and therefore, the Company satisfies its performance obligations and recognizes revenue based on the delivery of impressions under the contract.\n\n \n\n*Influencer Marketing*\n\n \n\nInfluencer marketing revenue is generated in connection with the development, management and execution of influencer marketing campaigns on behalf of Brands, primarily on YouTube, Instagram and TikTok. Influencer marketing campaigns are collaborations between Super League, popular social-media influencers, and Brands, to promote a Brands’ products or services. Influencers are paid a flat rate per post to feature a Brand’s product or service on their respective social media outlets.\n\n \n\nFor influencer marketing campaigns that include multiple influencers, the customer can benefit from the influencer posts either on its own or together with other resources that are readily available to the customer. The Company’s influencer marketing campaigns for Brands (1) incorporate a significant service of integrating the goods or services with other goods or services promised in the contract (typically additional influencer posts) into a bundle of goods or services that represent the combined output that the customer has contracted for, and (2) the goods or services are interdependent in that each of the goods or services is affected by one or more of the other goods or services in the contract which combined, create an influencer marketing campaign to satisfy the Brand’s specific campaign objectives. The interdependency of the performance obligations is supported by an understanding of what a customer expects to receive as a final product with respect to an influencer marketing campaign, which is an integrated influencer marketing advertising campaign that the influencer posts create when they are combined into an overall integrated campaign.\n\n \n\nOur customers receive and consume the benefits of each influencer’s post as the content is posted on the influencer’s respective social media outlet. In addition, the influencer marketing campaigns and videos created by influencers are highly customized advertising engagements, where Brand specific assets and collateral are created for the customer based on specific and customized specifications, and therefore, does not create an asset with an alternative use. Further, based on contract terms, the Company typically has an enforceable right to payment for performance to date during the term of the arrangement.\n\n \n\nWe recognize revenues for influencer marketing campaigns based on input methods which recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation. As such, revenues are recognized over the term of the campaign, as the influencer videos are posted, based on costs incurred to date relative to total costs for the influencer marketing campaign.\n\n \n\n*Publishing and Content Studio*\n\n \n\nPublishing and content studio revenue consists of revenue generated from immersive game development and custom game experiences within the Company’s owned and affiliate game worlds, and revenue generated in connection with the Company’s production, curation and distribution of entertainment content for the Company’s own network of digital channels and media and entertainment partner channels.\n\n \n\n-10-\n\n[Table of Contents](#toc)\n\n  \n\n*Publishing*\n\n \n\nCustom builds are highly customized branded game experiences created and built by Super League for customers on existing digital platforms such as Roblox, Fortnite, Decentraland and others. Custom builds often include the creation of highly customized and branded gaming experiences and other campaign specific media or products to create an overall customized immersive world campaign.\n\n \n\nCustom integrations are highly customized advertising campaigns that are integrated into and run on existing affiliate Roblox gaming experiences. Custom integrations will often include the creation of highly customized and branded game integration elements to be integrated into the existing Roblox gaming experience to the customers specifications and other campaign-specific media or products.\n\n \n\nOur custom builds and custom integration (hereinafter, “Custom Programs”) campaign revenue arrangements typically include multiple promises and performance obligations, including requirements to design, create and launch a platform game, customize and enhance an existing game, deploy media products, and related performance measurement. Custom Programs offer a strategically integrated advertising campaign with multiple integrated components, and the Company provides a significant service of integrating the goods or services with other goods or services promised in the contract into a bundle of goods or services that represent the combined output or outputs that the customer has contracted for. As such, Custom Program revenue arrangements are combined into a single performance unit, as the Company’s performance does not create an asset with an alternative use to the entity and the Company typically has an enforceable right to payment for performance to date during the term of the arrangement.\n\n \n\nWe recognize revenues for Custom Programs based on input methods, that recognize revenue based upon estimates of progress toward complete satisfaction of the contract performance obligations, utilizing primarily costs or direct labor hours incurred to date to estimate progress towards completion.\n\n \n\n*Content Production*\n\n \n\nContent production revenue is generated in connection with the Company’s production, curation and distribution of entertainment content for the Company’s own network of digital channels and media and entertainment partner channels. The Company distributes three primary types of content for syndication and licensing, including (1) the Company’s own original programming content, (2) user generated content (“UGC”), including online gameplay and gameplay highlights, and (3) the creation of content for third parties utilizing the Company’s remote production and broadcast technology.\n\n \n\nContent production arrangements typically involve promises to provide a distinct set of videos, creative, content creation and/or other live or remote production services. These services can be one-off in nature (relatively short services periods of one day to one week) or can be specified as monthly services over a multi-month period.\n\n \n\nOne-off and monthly content production services are distinct in that the customer can benefit from the service either on its own or together with other resources that are readily available to the customer. Further, promises to provide one-off or monthly content production services are typically separately identifiable as the nature of the promises, within the context of the contract, is to transfer each of those goods or services individually. Each month’s content production services are separate and not integrated with a prior month’s or subsequent month’s services and do not represent a combined output; each month’s content production services do not modify any other prior period content production services, and the monthly services are not interdependent or highly interrelated.\n\n \n\nAs a result, each one-off or monthly promise to provide content production services is a distinct good or service that the Company promises to transfer and are therefore performance obligations. In general, content production contracts do not meet the criteria for recognition of revenues over time as the customer typically does not simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs, the Company’s performance does not typically create or enhance an asset that the customer controls, and while the Company’s performance does not create an asset with an alternative use, the Company typically has a right to payment upon completion of each distinct performance obligation.\n\n \n\nA performance obligation is satisfied at a point in time if none of the criteria for satisfying a performance obligation over time are met. For content production arrangements, the Company has a right to payment and the customer has control of the good or service at the time of completion and delivery of the one-off or monthly content production services in accordance with the terms of the underlying contract. As such, revenue is recognized at the time of completion of the one-off or monthly content production services.\n\n \n\n*Direct to Consumer*\n\n \n\nDirect to consumer revenue primarily consists of monthly digital subscription fees, and sales of in-game digital goods. Subscription revenue is recognized in the period the services are rendered. Payments are typically due from customers at the point of sale.\n\n \n\nRefer to Note 3, “Sale of Mineville” below for information concerning the sale of the related digital property in May 2025.\n\n \n\n*InPvP Platform Generated Sales Transactions.* Through a relationship with Microsoft, the owner of Minecraft, the Company operated a Minecraft server world for players playing the game on consoles and tablets. The Company was one of seven partner servers with Microsoft that, while “free to play,” monetize the players through in-game micro transactions. The Company generated in-game platform sales revenue from the sale of digital goods, including cosmetic items, durable goods, player ranks and game modes, leveraged the flexibility of the Microsoft Minecraft Bedrock platform, and powered by the InPvP cloud architecture technology platform. Revenue was generated when transactions were facilitated between Microsoft and the end user, either via in-game currency or cash.\n\n \n\n-11-\n\n[Table of Contents](#toc)\n\n  \n\nInPvP revenues were generated from single transactions for various distinct digital goods sold to users in-game. Microsoft processed sales transactions and remitted the applicable revenue share to the Company pursuant to the terms of the Microsoft agreement.\n\n \n\nRevenue for digital goods sold on the platform were recognized when Microsoft (our partner) collected the revenue and facilitated the transaction, including delivery of digital goods, on the platform. Revenue for such arrangements included all revenue generated, make goods, and refunds of all transactions managed via the platform by Microsoft. Payments were made to the Company monthly based on the sales revenue generated on the platform.\n\n \n\nRevenue was comprised of the following for the three months ended March 31:\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n \n \n\n \n\n \n \n\n \n\n \n\nMedia and advertising\n\n \n$\n1,710,000\n \n \n$\n1,272,000\n \n\nPublishing and content studio\n\n \n \n1,293,000\n \n \n \n1,267,000\n \n\nDirect to consumer\n\n \n \n-\n \n \n \n179,000\n \n\n \n \n$\n3,003,000\n \n \n$\n2,718,000\n \n\n \n\n**Revenue Recognition:**\n\n \n** **\n** **\n** **\n \n** **\n** **\n** **\n\nSingle point in time\n\n \n \n43\n%\n \n \n47\n%\n\nOver time\n\n \n \n57\n%\n \n \n53\n%\n\nTotal\n\n \n \n100\n%\n \n \n100\n%\n\n \n\nContract assets totaled $394,000 at March 31, 2026, $107,000 at December 31, 2025 and $372,000 at December 31, 2024. Contract liabilities totaled $471,000 at March 31, 2026, $566,000 at December 31, 2025, and $50,000 at December 31, 2024.\n\n \n\n \n \n\n**Three Months**\n\n**Ended March 31,**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n \n \n\n \n\n \n \n\n \n\n \n\nRevenue recognized related to contract liabilities as of the beginning of the respective period\n\n \n$\n432,000\n \n \n$\n-\n \n\n \n\nIn accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts with customers, these reporting requirements are not applicable pursuant to ASC 606-10-50-14, as the performance obligations are part of contracts that have original durations of one year or less.\n\n \n\n*Seasonality*\n\n \n\nOur revenue may fluctuate quarterly and is historically higher in the second half of our fiscal year. Advertising spending is traditionally seasonally strong in the second half of each year, reflecting the impact of seasonal back to school and holiday season advertising spending by brands and advertisers. We believe that this seasonality in advertising spending affects our quarterly results, which generally reflect relatively higher advertising revenue in the second half of each year, compared to the first half of the year.\n\n \n\n**Cost of Revenues**\n\n \n\nCost of revenues includes direct costs incurred in connection with the satisfaction of performance obligations under the Company’s revenue arrangements, including internal and third-party engineering, creative, content, broadcast and other personnel, talent and influencers, internal and third-party game developers, third-party ad-platform, content capture and production services, direct marketing, cloud services, software, prizing, and revenue sharing fees.\n\n \n\n**Engineering, Technology and Development Costs**\n\n \n\nComponents of our platform are available on a “free to use,” “always on basis,” and are utilized and offered as an audience acquisition tool, as a means of growing our audience, engagement, viewership, players and community. Engineering, technology and development related operating expense includes the costs described below, incurred in connection with our audience acquisition and viewership expansion activities. Engineering, technology and development related operating expense includes (i) allocated internal engineering personnel expense, including salaries, noncash stock compensation, taxes and benefits, (ii) third-party contract software development and engineering expense, (iii) internal use software cost amortization expense, and (iv) technology platform related cloud services, broadband and other platform expense, incurred in connection with our audience acquisition and viewership expansion activities, including tools and product offering development, testing, minor upgrades and features, free to use services, corporate information technology and general platform maintenance and support.\n\n \n\n-12-\n\n[Table of Contents](#toc)\n\n  \n\n**Cash and Cash Equivalents**\n\n \n\nThe Company considers all highly-liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents. At March 31, 2026 and December 31, 2025, cash balances totaled $2,367,000 and $5,377,000, respectively. At March 31, 2026 and December 31, 2025 cash equivalent balances totaled $1,863,000 and $9,013,000, respectively. At March 31, 2026 and December 31, 2025, cash equivalents were comprised solely of investments in highly-liquid U.S. treasury bills and money market funds, valued based on quoted market prices, a Level 1 input.  \n\n \n\n**Investments in Marketable Securities.** \n\n \n\nInvestments in securities with original maturities of greater than three months and less than one year and other investments representing amounts that are available for current operations are classified as short-term investments, unless there are indications that such investments may not be readily sold in the short term. The fair values of these investments approximate their carrying values.\n\n \n\nAs of March 31, 2026 and December 31, 2025, short term investments, which were comprised of direct investments in highly liquid, AA and A-1+ rated, U.S. government securities with a weighted average maturity of three years, totaled $7,124,000 and $0, respectively. At March 31, 2026, all of the Company’s investments were classified as available-for-sale, which are reported at fair value on a recurring basis using significant observable inputs (Level 1), with related unrealized gains and losses in the value of such securities recorded as a separate component of other comprehensive income (loss) in stockholders’ equity until realized. Realized and unrealized gains and losses are recorded based on the specific identification method. Interest on all securities is included in interest income (loss) in the statement of operations.\n\n \n\n**Accounts Receivable**\n\n \n\nAccounts receivable are recorded at the invoice amount, less allowances for credit losses, if any, and do not bear interest. At each balance sheet date, the Company provides an allowance for potential credit losses based on its evaluation of the collectability and the customers’ creditworthiness. The Company regularly reviews the allowance by considering factors such as the age of the receivable balances, historical experience, credit quality, current economic conditions, and reasonable forecasts of future economic conditions that may affect a customer’s ability to pay. Accounts receivable are written off when they are determined to be uncollectible. As of March 31, 2026 and December 31, 2025, no allowance for expected credit losses was deemed necessary.\n\n \n\n**Fair Value Measurements**\n\n \n\nFair value is defined as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:\n\n \n\n*Level* *1.* Quoted prices in active markets for identical assets or liabilities.\n\n \n\n*Level* *2*. Quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.\n\n \n\n*Level* *3.* Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities.\n\n \n\nCertain liabilities are required, or elected, to be recorded at fair value on a recurring basis in accordance with applicable guidance. As described in the notes below, certain promissory notes, contingent consideration, warrant liabilities and contingent interest derivatives outstanding during the periods presented are recorded at fair value. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the periods presented.\n\n \n\nCertain long-lived assets may be periodically required to be measured at fair value on a nonrecurring basis, including long-lived assets that are impaired. The fair value for other assets and liabilities such as cash, restricted cash, accounts receivable, other receivables, prepaid expense and other current assets, accounts payable and accrued expense, and liabilities to customers have been determined to approximate carrying amounts due to the short maturities of these instruments.\n\n \n\n-13-\n\n[Table of Contents](#toc)\n\n  \n\n**Derivative Financial Instruments**\n\n \n\nThe Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of comprehensive income (loss). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.\n\n \n\nEquity-linked instruments that are deemed to be freestanding instruments issued in conjunction with preferred stock are accounted for separately. For equity linked instruments classified as equity, the proceeds are allocated based on the relative fair values of the preferred stock and the equity-linked instrument following the guidance in FASB ASC Topic 470, “Debt,” (“ASC 470”).\n\n \n\n**Acquisitions**\n\n \n\n*Acquisition Method.* Acquisitions that meet the definition of a business under FASB ASC Topic 805*,* “Business Combinations” (“ASC 805”), are accounted for using the acquisition method of accounting. Under the acquisition method of accounting, assets acquired, liabilities assumed, contractual contingencies, and contingent consideration, when applicable, are recorded at fair value at the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. The application of the acquisition method of accounting requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in connection with the allocation of the purchase price consideration to the assets acquired and liabilities assumed. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expense in the statements of comprehensive income (loss).\n\n \n\nContingent consideration, representing an obligation of the acquirer to transfer additional assets or equity interests to the seller if future events occur or conditions are met, is recognized when probable and reasonably estimable. Contingent consideration recognized is included in the initial cost of the assets acquired, with subsequent changes in the recorded amount of contingent consideration recognized as an adjustment to the cost basis of the acquired assets. Subsequent changes are allocated to the acquired assets based on their relative fair value. Depreciation and/or amortization of adjusted assets are recognized as a cumulative catch-up adjustment, as if the additional amount of consideration that is no longer contingent had been accrued from the outset of the arrangement.\n\n \n\nContingent consideration that is paid to sellers that remain employed by the acquirer and linked to future services is generally considered compensation cost and recorded in the statements of comprehensive income (loss) in the post-combination period.\n\n \n\n**Intangible Assets**\n\n \n\nIntangible assets primarily consist of (i) internal-use software development costs, (ii) domain name, copyright and patent registration costs, (iii) commercial licenses, (iv) developed technology acquired, (v) partner, customer, creator and influencer related intangible assets acquired and (vi) other intangible assets, which are recorded at cost (or in accordance with the acquisition method or cost accumulation methods described above) and amortized using the straight-line method over the estimated useful lives of the assets, ranging from 3 to 10 years.\n\n \n\nSoftware development costs incurred to develop internal-use software during the application development stage are capitalized and amortized on a straight-line basis over the software’s estimated useful life, which is generally three years. Software development costs incurred during the preliminary stages of development are charged to expense as incurred. Maintenance and training costs are charged to expense as incurred. Upgrades or enhancements to existing internal-use software that result in additional functionality are capitalized and amortized on a straight-line basis over the applicable estimated useful life.\n\n \n\n**Transfer or Sale of Intangible Assets**\n\n \n\nUpon the sale of an intangible asset, or group of intangible assets (hereinafter, “nonfinancial assets”), the Company initially evaluates whether the Company has a controlling financial interest in the legal entity that holds the nonfinancial assets by applying the guidance on consolidation. Any nonfinancial assets transferred that are held in a legal entity in which the Company does not have (or ceases to have) a controlling financial interest is further evaluated to determine whether the underlying transaction contract meets all of the criteria for accounting for contract under the revenue standard. Once a contract meets all of the criteria, the Company identifies each distinct nonfinancial asset promised to a counterparty and derecognizes each distinct nonfinancial asset when the Company transfers control of the nonfinancial asset to the counterparty. The Company evaluates the point in time at which a counterparty obtains control of the nonfinancial assets, including whether or not the counterparty can direct the use of, and obtain substantially all of the benefits from, each distinct nonfinancial asset.\n\n \n\n-14-\n\n[Table of Contents](#toc)\n\n  \n\n**Impairment of Long-Lived Assets**\n\n \n\nThe Company assesses the recoverability of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Factors we consider important, which could trigger an impairment review, include the following: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of our use of the acquired assets or the strategy for our overall business; significant negative industry or economic trends; significant adverse changes in legal factors or in the business climate, including adverse regulatory actions or assessments; and significant decline in our stock price for a sustained period. In the event the sum of the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded.\n\n \n\nOther assets of a reporting unit that are held and used may be required to be tested for impairment when certain events trigger interim goodwill impairment tests. In such situations, other assets, or asset groups, are tested for impairment under their respective standards and the other assets’ or asset groups’ carrying amounts are adjusted for impairment before testing goodwill for impairment as described below. There can be no assurance, however, that market conditions or demand for the Company’s products or services will not change, which could result in long-lived asset impairment charges in the future.\n\n \n\n**Goodwill**\n\n \n\nGoodwill represents the excess of the purchase price of the acquired business over the acquisition date fair value of the net assets acquired. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We consider our market capitalization and the carrying value of our assets and liabilities, including goodwill, when performing our goodwill impairment tests. We operate in one reporting segment.\n\n \n\nIf a potential impairment exists, a calculation is performed to determine the fair value of existing goodwill. This calculation can be based on quoted market prices and / or valuation models, which consider the estimated future undiscounted cash flows resulting from the reporting unit, and a discount rate commensurate with the risks involved. Third-party appraised values may also be used in determining whether impairment potentially exists. In assessing goodwill impairment, significant judgment is required in connection with estimates of market values, estimates of the amount and timing of future cash flows, and estimates of other factors that are used to determine the fair value of our reporting unit. If these estimates or related projections change in future periods, future goodwill impairment tests may result in charges to earnings.\n\n \n\nWhen conducting the Company’s annual or interim goodwill impairment assessment, we have the option to initially perform a qualitative evaluation of whether it is more likely than not that goodwill is impaired. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. In evaluating whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we consider the guidance set forth in ASC 350, which requires an entity to assess relevant events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, financial performance and other relevant events or circumstances. As of March 31, 2026, the Company performed a qualitative evaluation concluding that, as of March 31, 2026, it was not more likely than not that goodwill was impaired.\n\n \n\n**Stock-Based Compensation**\n\n \n\nCompensation expense for stock-based awards is measured at the grant date, based on the estimated fair value of the award, and is recognized as an expense, typically on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity award) which is generally two to four years. Compensation expense for awards with performance conditions that affect vesting is recorded only for those awards expected to vest or when the performance criteria are met. The fair value of restricted stock and restricted stock unit awards is determined by the product of the number of shares or units granted and the grant date market price of the underlying common stock. The fair value of stock option and common stock purchase warrant awards is estimated on the date of grant utilizing the Black-Scholes-Merton option pricing model (“Black-Scholes”). The Company utilizes the simplified method for estimating the expected term for options granted to employees due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The Company accounts for forfeitures of awards as they occur. Estimates of expected volatility of the underlying common stock for the expected term of the stock option used in the Black-Scholes option pricing model are determined by reference to historical volatilities of the Company’s common stock and historical volatilities of similar companies.\n\n \n\nGrants of equity-based awards (including warrants) to non-employees in exchange for consulting or other services are accounted for using the grant date fair value of the equity instruments issued.\n\n \n\nA condition affecting the exercisability or other pertinent factors used in determining the fair value of an award that is based on an entity achieving a specified share price constitutes a market condition pursuant to FASB ASC Topic 718, “Stock based Compensation” (“ASC 718”). A market condition is reflected in the grant-date fair value of an award, and therefore, a Monte Carlo simulation model is utilized to determine the estimated fair value of the equity-based award. Compensation cost is recognized for awards with a market condition, provided the requisite service period is satisfied, regardless of whether the market condition is ever satisfied.\n\n \n\n-15-\n\n[Table of Contents](#toc)\n\n  \n\nCancellation of an existing equity-classified award along with a concurrent grant of a replacement award is accounted for as a modification under ASC 718. Total compensation cost to be recognized in connection with a modification and concurrent grant of a replacement award is equal to the original grant date fair value plus any incremental fair value, calculated as the excess of the fair value of the replacement award over the fair value of the original awards on the cancellation date. Any incremental compensation cost related to vested awards is recognized immediately on the modification date. Any incremental compensation cost related to unvested awards is recognized prospectively over the remaining service period, in addition to the remaining unrecognized grant date fair value.\n\n \n\nTotal noncash stock-based compensation expense for the periods presented was included in the following financial statement line items: \n\n \n\n \n \n\n**Three Months**\n\n \n\n \n \n\n**Ended March 31,**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n \n \n\n \n\n \n \n\n \n\n \n\nSelling, marketing and advertising\n\n \n$\n396,000\n \n \n$\n88,000\n \n\nEngineering, technology and development\n\n \n \n78,000\n \n \n \n5,000\n \n\nGeneral and administrative\n\n \n \n641,000\n \n \n \n191,000\n \n\nTotal noncash stock compensation expense\n\n \n$\n1,115,000\n \n \n$\n284,000\n \n\n \n\n**Financing Costs**\n\n \n\nSpecific incremental costs directly attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds of the equity financing. In the event that the proposed or actual equity financing is not completed, or is deemed not likely to be completed, such costs are expensed in the period that such determination is made. Deferred equity financing costs, if any, are included in other current assets in the accompanying condensed balance sheets. Deferred financing costs, included in prepaid expense and other current assets, at March 31, 2026 and December 31, 2025, totaled $888,000 and $888,000, respectively.\n\n \n\nSpecific incremental costs directly attributable to a proposed or actual debt offering are reported in the condensed balance sheets as a direct deduction from the face amount of the debt instrument. In the event that the proposed or actual debt financing is not completed, or is deemed not likely to be completed, such costs are expensed in the period that such determination is made. In the event that the Company elects to use the fair value option to account for debt instruments, all costs directly attributable to the debt offering are expensed as incurred in the condensed statements of comprehensive income (loss). For the three months ended March 31, 2026 and 2025, debt financing costs expensed as incurred in connection with debt financings totaled $0 and $132,000, respectively.\n\n \n\n**Debt**\n\n \n\n*Fair Value Option* (“*FVO*”*) Election*\n\n \n\nThe Company accounted for certain promissory notes and convertible notes issued, as described at Note 5, under the fair value option election pursuant to ASC 825, “Financial Instruments” (“ASC 825”), as discussed below. The promissory notes accounted for under the FVO election are each debt host financial instruments containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. Notwithstanding, ASC 825 provides for the “fair value option” election, to the extent not otherwise prohibited by ASC 825, to be afforded to financial instruments, wherein bifurcation of an embedded derivative is not necessary, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustments, subsequent to the issuance date, as required by ASC 825, are recognized as a component of other comprehensive income (“OCI”) with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) in the accompanying statements of comprehensive income (loss). With respect to the promissory notes described at Note 5, as provided for by ASC 825, the estimated fair value adjustments are presented in a respective single line item within other income (expense) in the accompanying statements of comprehensive income (loss), since the change in fair value of the convertible notes payable was not attributable to instrument specific credit risk. The estimated fair value adjustment is included in interest expense in the accompanying statements of comprehensive income (loss).\n\n \n\nThe fair value of the promissory notes described at Note 5 was estimated based on a calculation of the present value of the related cash flows (i.e. payments of principal and interest based on contractual agreement terms) using a discount rate that reflected market rates and related credit risk (Level 3 inputs). The FVO was elected for the promissory notes described at Note 5 due to the short-term nature of the promissory notes and to provide relevant and timely information regarding the current market value of the debt, which is marked to market at each balance sheet date reflecting the effects of market fluctuations and other factors.\n\n \n\nSignificant judgements and estimates may be required in connection with the determination of whether or not to elect the FVO for specific assets and/or liabilities. In addition, significant judgements and estimates may be required in connection with the determination of appropriate discount rates utilized in connection with present value related valuation techniques. Discount rate assumptions typically reflect the estimated yield to maturity of the debt instrument, incorporating the estimated market-implied rate of return an investor would receive if they held the debt until maturity, and taking into account all future cash flows and the current market price; adjusted for credit risk and market conditions. In addition, judgements and estimates are required in connection with the determination of the portion of subsequent fair value adjustments that relate to instrument-specific credit risk, which are reflected in OCI, and the portion of subsequent fair value adjustments that relate to changes in interests rates or other variables, which are reflected in the statements of comprehensive income (loss). Variations in any of these judgements and estimates could have a material impact on the Company’s financial results.\n\n \n\n-16-\n\n[Table of Contents](#toc)\n\n  \n\nThe Company may issue convertible debt instruments that include detachable common stock purchase warrants. The Company evaluates the terms of each instrument to determine the appropriate accounting treatment under ASC 825-10, “Fair Value Option,” ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815-40, “Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company has elected the FVO for certain convertible debt instruments, as described at Note 5. Under the FVO, the entire debt instrument, including any embedded conversion feature, is initially recognized and subsequently measured at fair value, with changes in fair value recognized in earnings within other income (expense) in the statement of comprehensive income (loss) each reporting period. The fair value election eliminates the need to separately account for the embedded conversion feature under ASC 815-40.\n\n \n\nDetachable warrants issued in connection with convertible debt are evaluated separately from the debt instrument. If the warrants meet the criteria for equity classification under ASC 815-40 (including the fixed-for-fixed equity scope exception and no cash-settlement provisions), the warrants are recorded in additional paid-in capital and are not subsequently remeasured. If the warrants do not meet the criteria for equity classification, they are accounted for as derivative liabilities at fair value with changes in fair value recognized in earnings. The classification equity-linked instruments is reassessed at each balance sheet date. If the classification changes as a result of events during the applicable period, the equity linked instrument shall be reclassified as of the date of the event that caused the reclassification. If an equity-linked instrument is reclassified from an asset or a liability to equity, gains or losses recorded to account for the equity-linked instrument at fair value during the period that the contract was classified as an asset or a liability are not reversed. The equity-linked instrument is marked to fair value immediately before the reclassification.\n\n \n\nAt issuance, proceeds are allocated between the fair-value-option debt instrument and any separately issued equity-classified warrants based on their relative fair values. Transaction costs related to fair-value-option debt instruments are expensed as incurred. For equity-classified warrants, issuance costs are recorded as a reduction to additional paid-in capital. Changes in the fair value of convertible debt for which the FVO has been elected may reflect changes in the Company’s credit risk, market interest rates, and the value of the conversion feature.\n\n \n\n**Debt Modifications and Extinguishments**\n\n \n\nModifications to debt obligations are initially analyzed to determine whether the modification qualifies as a troubled debt restructuring (“TDR”). A modification is a troubled debt restructuring if both (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession. In determining if a company is experiencing financial difficulties for a TDR, as contemplated by the applicable standard, several factors are considered including whether the Company is currently in payment default on any debt, if there is a high probability of future default without modification, bankruptcy considerations, or if there is substantial doubt about the Company’s ability to continue as a going concern. A lender is granting a concession when the effective borrowing rate on the restructured debt is less than the effective borrowing rate on the original debt. The recognition and measurement of the impact of a TDR on the financial statements depends on whether the future undiscounted cash flows specified by the new terms are greater (gain is recorded in the statements of comprehensive income (loss) for the difference) or less (no gain is recorded in the statements of comprehensive income (loss) for the difference) than the carrying value of the debt.\n\n \n\nFor an exchange of debt instruments or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation, the Company initially evaluates whether the modified debt terms are \"substantially different\" from the original debt. An exchange of debt instruments or a modification of a debt instrument by a debtor and a creditor is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different.\n\n \n\nIf the modification is not deemed to be substantially different, the modification is accounted for as an adjustment to the carrying amount of the debt, with a recalculated effective interest rate. If the modification is deemed to be substantially different, then the modification is accounted for as an extinguishment of the original debt and issuance of new debt, requiring the recognition of a gain or loss on the extinguishment in the statements of comprehensive income (loss).\n\n \n\nIn an early extinguishment of debt for which the fair value option has been elected, the net carrying amount of the extinguished debt is determined to be equal to its fair value at the reacquisition date. As such, there is no difference between the carrying amount of the debt and its reacquisition price for which to recognize a gain or loss. Upon extinguishment of debt, the Company includes in net income only the cumulative amount of the gain or loss previously recorded in other comprehensive income for the extinguished debt that resulted from changes in instrument-specific credit risk, if any.\n\n \n\n-17-\n\n[Table of Contents](#toc)\n\n  \n\n**Transfers of Financial Assets**\n\n \n\nThe Company accounts for transfers of financial assets as sales when it has surrendered control over the related assets. Whether control has been relinquished requires, among other things, an evaluation of relevant legal considerations and an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred. Gains and losses stemming from transfers reported as sales, if any, are included in the statements of income. Assets obtained and liabilities incurred in connection with transfers reported as sales are initially recognized in the balance sheet at fair value.\n\n \n\nTransfers of financial assets that do not qualify for sale accounting are reported as collateralized borrowings. Accordingly, the related assets remain on the Company’s balance sheets and continue to be reported and accounted for as if the transfer had not occurred. Cash proceeds from these transfers are reported as liabilities, with attributable interest expense recognized over the life of the related transactions. Commitment fees charged irrespective of drawdown activity are recognized as expense on a straight line basis over the commitment period and included in other income (expense) in the condensed statements of comprehensive income (loss). Refer to Note 5 for additional information.\n\n \n\n**Concentration of Credit Risks**\n\n \n\nFinancial instruments that potentially subject the Company to concentrations of credit risk are cash equivalents and accounts receivable. Cash and cash equivalents are also invested in deposits with certain financial institutions and may, at times, exceed federally insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.\n\n \n\n**Risks and Uncertainties**\n\n \n\n*Concentrations*. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, and vendors whose accounts payable balances individually represented 10% or more of the Company’s total accounts payable, as follows:\n\n \n\n \n\n**Three Months**\n\n**Ended March 31,**\n\n \n\n \n\n**2026**\n\n \n\n**2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\nNumber of customers > 10% of revenue / percent of revenue\n\nOne\n\n/\n\n25%\n \n\nThree\n\n/\n\n50%\n \n\n \n\nRevenue concentrations were comprised of the following revenue categories:\n\n \n\n \n \n\n**Three Months**\n\n \n\n \n \n\n**Ended March 31,**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n \n \n\n \n\n \n \n\n \n\n \n\nMedia and advertising\n\n \n \n25\n%\n \n \n16\n%\n\nPublishing and content studio\n\n \n \n-\n%\n \n \n34\n%\n\n \n \n \n25\n%\n \n \n50\n%\n\n \n\n \n\n \n\n**March 31,**\n\n**2026**\n\n \n\n \n\n**December 31,**\n\n**2025**\n\n \n\n \n\n \n\n \n \n \n \n \n\nNumber of customers > 10% of accounts receivable / percent of accounts receivable\n\nTwo\n\n/\n\n49%\n \n\nThree\n\n/\n\n57%\n \n\nNumber of vendors > 10% of accounts payable / percent of accounts payable\n\nOne\n\n/\n\n13%\n \n\nOne\n\n/\n\n24%\n \n\n \n\n**Net Loss Per Share**\n\n \n\nBasic net loss per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of common stock for the applicable period. Diluted earnings per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of common stock for the applicable period, including the dilutive effect of common stock equivalents. During the periods presented, potentially dilutive common stock equivalents primarily consist of common stock potentially issuable in connection with the conversion of outstanding preferred stock including related AIRs, convertible notes payable, employee stock options, warrants issued to employees and non-employees in exchange for services and warrants issued in connection with financings.\n\n \n\n-18-\n\n[Table of Contents](#toc)\n\n  \n\nA reconciliation of net loss to net loss attributable to common stockholders is as follows for the periods presented:\n\n \n\n \n \n\n**Three Months**\n\n \n\n \n \n\n**Ended March 31,**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n \n \n\n \n\n \n \n\n \n\n \n\nNet loss\n\n \n$\n(4,051,000\n)\n \n$\n(4,230,000\n)\n\nPreferred Dividends paid in shares of common stock\n\n \n \n(253,000\n)\n \n \n(1,000\n)\n\nNet loss attributable to common stockholders\n\n \n$\n(4,304,000\n)\n \n$\n(4,231,000\n)\n\n \n\n \n \n\n**Three Months**\n\n**Ended March 31,**\n\n \n\n**Anti-dilutive shares excluded from diluted earnings per share calculation:**\n\n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\nPreferred Stock, as converted basis\n\n \n \n97,917\n \n \n \n21,084\n \n\nOptions, warrants (employee and non-employee issued for services), restricted stock units\n\n \n \n540,017\n \n \n \n7,584\n \n\nOctober 2025 PIPE Warrants\n\n \n \n1,666,667\n \n \n \n-\n \n\nOther warrants\n\n \n \n1,215,084\n \n \n \n-\n \n\nAIRs\n\n \n \n-\n \n \n \n17,500\n \n\n \n \n \n3,519,685\n \n \n \n46,168\n \n\n \n\nAt March 31, 2026 and 2025, prefunded warrants representing the right to acquire 1,112,083 and zero shares of the Company’s common stock, respectively, were outstanding. Due to the fact that the holders of prefunded warrants to purchase common stock have the present ability to obtain common shares of the Company for little or effectively no additional consideration, the prefunded warrants are treated as common shares outstanding for purposes of basic and diluted earnings per share.\n\n \n\n**Preferred Stock Dividends**\n\n \n\nDividends on preferred stock paid in another class of stock are recorded at the fair value of the shares issued as a charge to retained earnings. Dividends declared on preferred stock that are payable in the Company’s common shares are deducted from earnings available to common shareholders when computing earnings per share. Dividends on preferred stock that are due, but unpaid, are reflected in accrued liabilities in the condensed balance sheet until paid.\n\n \n\n**Income Taxes**\n\n \n\nIncome taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or income tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized, or if it is determined that there is uncertainty regarding future realization of such assets.\n\n \n\nUnder U.S. GAAP, a tax position is a position in a previously filed tax return, or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Tax positions that meet the more likely than not thresholds are measured using a probability weighted approach as the largest amount of tax benefit being realized upon settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. Management believes the Company has no uncertain tax positions for the periods presented.\n\n \n\n**Contingencies**\n\n \n\nCertain conditions may exist as of the date the condensed financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.\n\n \n\n-19-\n\n[Table of Contents](#toc)\n\n  \n\n**Reportable Segments**\n\n \n\nThe Company utilizes the management approach to identify the Company’s operating segments, based on information reported internally to the Chief Operating Decision Maker (“CODM”) to make resource allocation and performance assessment decisions. The Company’s CODM is the Company’s Chief Executive Officer.\n\n \n\nAn operating segment of a public entity has all the following characteristics: (1) it engages in business activities from which it may earn revenue and incur expense; (2) its operating results are regularly reviewed by the public entity’s CODM to make decisions about resources to be allocated to the segment and assess its performance; and (3) its discrete financial information is available. Based on the applicable criteria under the standard, the components of the Company’s operations are its (1) media and advertising component, including its publishing and content studio component; and (2) the Company’s direct-to-consumer component. A reportable segment is an identified operating segment that also exceeds the quantitative thresholds described in the applicable standard.\n\n \n\nBased on the applicable criteria under the standard, including quantitative thresholds, the Company determined it has one operating segment and one reportable segment, operated primarily in domestic markets for the periods presented, as the CODM regularly reviews and manages the Company’s operations, business activities and financial performance and allocates resources as a single operating and reportable segment at the entity level.\n\n \n\nSuper League’s single reportable segment derives revenues from customers as summarized at Note 2, “*Revenue Recognition.*” The accounting policies of the Company’s single reporting segment are described in the summary of significant accounting policies herein.\n\n \n\nThe chief operating decision maker assesses performance, establishes management compensation and decides how to allocate resources for the single reporting segment, primarily by monitoring actual results versus the annual plan, based on total revenues, net operating income (loss) and net income (loss) as reported in the statements of comprehensive income (loss). The CODM does not evaluate segment performance using entity level balance sheet information.\n\n \n\nThe significant expenses reviewed by the CODM are cost of revenue; selling, marketing and advertising expense; engineering, technology and development expense; and general and administrative expense, as presented in the statements of comprehensive income (loss), including noncash amortization and noncash stock compensation expense included in the expense categories. Selling, marketing and advertising expense, engineering, technology and development expense, and general and administrative expense include noncash amortization expense and noncash stock compensation expense, which is disclosed in Note 2 and Note 3, respectively. Other segment items consist of contingent consideration, interest expense, changes in the fair value of derivative instruments and other income (expense) items, as presented in the statements of comprehensive loss.\n\n \n\n**Recent Accounting Guidance**\n\n \n\n*Recently Adopted Accounting Pronouncements.*\n\n \n\n**ASU**\n\n**Description**\n\n**Date Adopted**\n\nDebt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments\n\n \n\n(ASU 2024-04)\n\nThis ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, (1) an inducement offer is required to preserve the form and amount of consideration issuable upon conversion in accordance with the terms of the existing debt instrument, (2) the assessment of the form and amount of consideration in the inducement offer should be performed as of the date the inducement offer is accepted by the holder, and (3) issuers that have exchanged or modified a convertible debt instrument within the preceding 12 months should use the terms that existed 12 months before the inducement offer was accepted when determining whether induced conversion accounting should be applied.\n\n \n\nThe adoption of this standard did not have a material impact on the Company’s financial statements and related disclosures.\n\nJanuary 1, 2025\n\n \n\n-20-\n\n[Table of Contents](#toc)\n\n  \n\n*Recently Issued Accounting Pronouncements.*\n\n \n\nAccounting standards updates (\"ASU\") applicable to the Company that were recently issued are summarized below.\n\n \n\n**ASU**\n\n**Description**\n\n**Effective Date**\n\nIncome Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses\n\n \n\n(ASU 2024-03)\n\nThis ASU requires that an entity disaggregate relevant expense captions presented on the face of the income statement into natural expense categories within the footnotes of the financial statements. In addition, a separate disclosure of selling expenses is required to be presented. The ASU is intended to allow stakeholders to better understand the components of an entity's expenses.\n\n \n\nEarly adoption is permitted. The Company is currently evaluating the impact this standard will have on its financial statements and related disclosures.\n\nFiscal years beginning after December 15, 2026\n\n \n\n  \n\n \n\n**3.**\n\n**INTANGIBLE ASSETS**\n\n \n\nIntangible assets consisted of the following:\n\n \n\n \n \n\n**March 31,**\n\n**2026**\n\n \n \n\n**December 31,**\n\n**2025**\n\n \n \n\n**Weighted**\n\n**Average**\n\n**Amortization**\n\n**Period (Years)**\n\n \n\n \n \n\n \n\n \n \n\n \n\n \n \n \n \n \n\nPartner and customer relationships\n\n \n$\n7,327,000\n \n \n$\n7,239,000\n \n \n \n6.5\n \n\nCapitalized software development costs\n\n \n \n4,949,000\n \n \n \n4,939,000\n \n \n \n3.0\n \n\nCapitalized third-party game property costs\n\n \n \n500,000\n \n \n \n500,000\n \n \n \n5.0\n \n\nDeveloped technology\n\n \n \n4,205,000\n \n \n \n3,920,000\n \n \n \n5.0\n \n\nInfluencers/content creators\n\n \n \n2,559,000\n \n \n \n2,559,000\n \n \n \n4.5\n \n\nTrade name\n\n \n \n209,000\n \n \n \n209,000\n \n \n \n5.0\n \n\nDomain\n\n \n \n68,000\n \n \n \n68,000\n \n \n \n10.0\n \n\nCopyrights and other\n\n \n \n795,000\n \n \n \n795,000\n \n \n \n5.5\n \n\n \n \n \n20,612,000\n \n \n \n20,229,000\n \n \n \n5.0\n \n\nLess: accumulated amortization\n\n \n \n(18,989,000\n\n)\n\n \n \n(18,444,000\n\n)\n\n \n \n \n \n\nIntangible assets, net\n\n \n$\n1,623,000\n \n \n$\n1,785,000\n \n \n \n \n \n\n \n\nAmortization expense included in operating expense for the three months ended March 31, 2026 and 2025 totaled $539,000 and $541,000, respectively. Amortization expense included in cost of revenue for the three months ended March 31, 2026 and 2025 totaled $6,000 and $0, respectively.\n\n \n\nThe Company expects to record amortization of intangible assets for the year ending December 31, 2026 and future fiscal years as follows:\n\n \n\n**For the years ending December 31,**\n\n \n** **\n** **\n** **\n\n2026 remaining\n\n \n$\n1,117,000\n \n\n2027\n\n \n \n302,000\n \n\n2028\n\n \n \n189,000\n \n\n2029\n\n \n \n15,000\n \n\n \n \n$\n1,623,000\n \n\n \n\n-21-\n\n[Table of Contents](#toc)\n\n  \n\n*Sale of Mineville*\n\n \n\nOn May 19, 2025, the Company entered into a Membership Interest Purchase and Sale Agreement (the “Mineville Purchase Agreement”) with Mineville, LLC, a Delaware limited liability company (“Purchaser”), pursuant to which the Company agreed to sell, and Purchaser agreed to purchase, 100% of the membership interests (the “Interests”) of InPvP, LLC (“InPvP”). Prior to the consummation of the transactions (the “Mineville Closing”) contemplated by the Mineville Purchase Agreement (the “Mineville Sale”), InPvP was a wholly owned subsidiary of the Company that operated the Company’s Mineville digital property. The closing of the Mineville Sale occurred simultaneously with the execution of the Mineville Purchase Agreement. The Purchaser paid cash consideration totaling $350,000 at the Mineville Closing to acquire the Interests.\n\n \n\nThe parties also agreed upon separate terms for an ongoing commercial relationship whereby the Company was granted the rights to ad sales and brand integration to all of Purchaser’s Microsoft servers for a term of two years. The Company will have exclusive Sales Rights for the first year of the Sales Term, and during the second year the Sales Rights will be non-exclusive. During the Sales Term, the revenue generated from the Sales Rights will be allocated among the Company and Purchaser as follows: (i) the Company will retain 60% of the net revenue until gross sales revenue exceeds $1.0 million; (ii) after gross sales revenue exceed $1.0 million, the Company will retain 50% of the net revenue through the remainder of the Sales Term; and (iii) if gross sales revenue exceeds $1.5 million during the Sales Term, the Sales Term shall renew automatically for one additional year on the same terms as the second year of the Sales Term.\n\n \n\nThe net carrying value of Mineville assets sold totaled $350,000 as of May 19, 2025, which historically were included in intangible assets, net in the balance sheets, resulting in no gain or loss in connection with the Mineville Sale.\n\n \n\n*Gain on Sale of Minehut Assets*\n\n \n\nOn February 29, 2024, the Company sold its Minehut Assets to GamerSafer in a transaction approved by the Board. Pursuant to the GS Agreement entered into by and between Super League and GamerSafer, the Company received $1.0 million of purchase consideration for the Minehut Assets. Super League and GamerSafer maintained a commercial relationship which ensures that Minehut can remain an ongoing destination available to Super League’s partners. The carrying value of Minehut related assets totaled $475,000 as of February 26, 2024, comprised of total carrying costs of $1,671,000, net of accumulated amortization of $1,196,000, and historically were included in intangible assets, net in the condensed balance sheets.\n\n \n\nThe Company recorded a receivable for the total estimated Minehut Purchase Consideration totaling $619,000 and recognized an initial gain on sale of the Minehut Assets totaling $144,000, which was included in other income in the condensed statements of comprehensive income (loss) for the three months ended March 31, 2024. The Minehut Purchase Consideration in the GS Agreement was variable pursuant to the guidance set forth in ASC 606. Under ASC 606, purchase consideration is variable if the amount the Company will receive is contingent on future events occurring or not occurring, even though the amount itself is fixed. As such, the Company estimated the amount of consideration to which the Company will be entitled, in exchange for transferring the Minehut Assets to GamerSafer, utilizing the expected value method which is the sum of probability-weighted amounts in a range of possible consideration outcomes over the applicable contractual payment period, resulting in an estimated receivable of $619,000. Amounts collected in excess of the estimated purchase consideration recorded at contract inception, up to the $1.0 million stated contractual amount of purchase consideration, were recognized as additional gains on the sale of Minehut Assets when realized. Additional gains on the sale of the Minehut Assets subsequent to the initial accounting for the transaction for the three months ended March 31, 2025, totaled $243,000. From the date of sale of the Minehut Assets through December 31, 2025, the Company calculated royalties due from GamerSafer, applied against the Minehut Purchase Consideration receivable pursuant to the GS Agreement, totaling $1,000,000.\n\n \n\n \n\n \n\n**4.**\n\n**ACQUISITIONS AND INVESTMENTS**\n\n \n\n*Acquisition of Let*’*s Bounce*\n\n \n\nOn January 5, 2026 (“Bounce Effective Date”) the Company acquired Let’s Bounce, Inc. (“Bounce”), a marketing technology company focused on enabling scalable, measurable brand engagement inside gaming and UGC environments. The total purchase price for Bounce, which was structured as an asset acquisition, was $200,000, payable as follows: (a) $75,000 at closing; (b) $25,000 on the three-month anniversary of closing; and (c) $100,000 on the six-month anniversary of closing. In addition, pursuant to the terms and subject to the conditions of the asset purchase agreement (“Bounce Asset Purchase Agreement”), up to $325,000 is contingently payable in connection with the achievement of certain net revenue milestones for the Bounce assets acquired during the year ended December 31, 2026 (“Bounce Contingent Consideration”) (the “Bounce Acquisition”). The Bounce Acquisition provides the Company with an existing pipeline of opportunities, enabling more efficient in-game marketing programs, the addition of turnkey loyalty solutions to drive advertiser outcomes, and a roadmap to more automated campaign measurement. The Bounce Acquisition was approved by the board of directors of each of the Company and Bounce.\n\n \n\nAdditionally, the Company entered into employment agreements with two former key Bounce employees (“Key Bounce Employees”), pursuant to which the Key Bounce Employees were granted inducement awards consisting of restricted stock unit awards (“RSUs”) to acquire an aggregate of 56,112 shares of the Company’s common stock. The awards were granted pursuant to terms and conditions fixed by the Compensation Committee of the Board and as an inducement material to each new employee entering employment with the Company in accordance with Nasdaq Listing Rule 5635I(4). Of the 56,112 RSUs, subject to the applicable employee’s continued service with Super League on each such vesting date; (i) 25% will vest upon the six (6) month anniversary of the Bounce Effective Date; and (ii) the remaining 75% shall thereafter vest monthly in arrears in 1/18th increments. In the event of termination without cause, the unvested portion of the RSUs fully vests. In the event of termination for cause, unvested RSUs are forfeited. The award also includes provisions that preserve vesting and employment terms upon a change in control, and provides for termination upon death or disability, consistent with standard employment and equity compensation arrangements. The RSUs are subject to the terms and conditions of the RSU agreement covering each grant.\n\n \n\n-22-\n\n[Table of Contents](#toc)\n\n  \n\nIn accordance with the acquisition method of accounting, the financial results of Super League presented herein include the financial results of Bounce subsequent to the Bounce Effective Date. Disclosure of revenue and net loss for Bounce on a stand-alone basis for the applicable periods presented is not practical due to the integration of Bounce activities, including sales, products, advertising inventory, resource allocation and related operating expense, with those of the Company upon acquisition, consistent with Super League operating in one reporting segment.\n\n \n\nThe Company determined that the Bounce Acquisition constitutes a business acquisition as defined by ASC 805, and therefore, the assets acquired in the transaction were recorded at their estimated acquisition date fair values. Transaction costs associated with the Bounce Acquisition were not material. No liabilities were assumed in connection with the Bounce Acquisition. Super League’s preliminary purchase price allocation was based on an evaluation of the appropriate fair values of the assets acquired and represents management’s best estimate based on available data. Fair values are determined based on the requirements of ASC 820, “Fair Value Measurement.” (“ASC 820”).\n\n \n\nThe following table summarizes the determination of the fair value of the purchase price consideration paid in connection with the Bounce Acquisition, as of the Bounce Effective Date:\n\n \n\n \n \n \n**Amount**\n \n\nCash consideration\n\n \n$\n200,000\n \n\nFair value of contingent consideration\n\n \n \n173,000\n \n\nFair value of total consideration paid\n\n \n$\n373,000\n \n\n \n\nThe preliminary purchase price allocation was based upon an estimate of the fair value of the assets acquired by the Company in connection with the Bounce Acquisition, as of the Bounce Effective Date, as follows:\n\n \n\n \n \n\n**Estimated**\n\n**Useful Life (in**\n\n**years)**\n\n \n \n\n**Amount**\n\n \n\n**Assets Acquired and Liabilities Assumed:**\n\n \n \n \n \n \n \n \n \n\nDeveloped technology\n\n \n \n3.0\n \n \n$\n285,000\n \n\nCustomer relationships\n\n \n \n3.0\n \n \n \n88,000\n \n\nIdentifiable net assets acquired\n\n \n \n \n \n \n \n373,000\n \n\nTotal purchase price\n\n \n \n \n \n \n$\n373,000\n \n\n \n\nContingent consideration is recorded as a liability in the accompanying balance sheet in accordance with ASC 480, which requires freestanding financial instruments where the Company is required to settle the obligation in cash or other assets to be recorded as a liability at fair value and re-valued at each reporting date, with changes in the fair value reported in the statements of comprehensive income (loss). The fair value of the Bounce Contingent Consideration on the respective valuation dates was determined utilizing a Monte Carlo simulation model and measured using Level 3 inputs, as described at Note 2. Assumptions utilized in connection with utilization of the Monte Carlo simulation model for the periods presented included a risk free interest rates of 3.47%, volatility rates ranging from 40% to 65%, and discount rate of 25%.\n\n \n\nThe fair value of estimated contingent consideration as of January 5, 2026 (the “Bounce Effective Date”) and March 31, 2026, totaled $173,000, with no change in fair value calculated from the Bounce Effective Date through March 31, 2026. Aggregated amortization expense for the period from the Bounce Acquisition Date to March 31, 2026, related to intangible assets acquired in connection with the Bounce Acquisition, totaled $30,000.\n\n \n\n \n\n-23-\n\n[Table of Contents](#toc)\n\n  \n\nManagement is primarily responsible for determining the fair value of the identifiable intangible assets acquired as of the Bounce Effective Date. Management considered a number of factors in connection with estimating fair values solely for the purpose of allocating the purchase price to the assets acquired. The analysis included a preliminary discounted cash flow analysis which estimated the future net cash flows expected to result from the respective assets acquired as of the Bounce Effective Date. A discount rate consistent with the risks associated with achieving the estimated net cash flows was used to estimate the present value of future estimated net cash flows. The Company is in the process of finalizing the estimates and assumptions developed in connection with the analysis of estimated fair values of intangible assets acquired solely for the purpose of allocating the purchase price to the assets acquired. Any adjustments to the fair values of intangible assets acquired, or estimates of economic useful lives of the intangible assets acquired, could impact the carrying value of those assets and related goodwill, as well as the estimates of periodic amortization of intangible assets acquired to be reflected in the statement of comprehensive income (loss).\n\n \n\nThe fair values of the acquired intangible assets, as described above, was determined using the following methods:\n\n \n\n**Description**\n\n \n\n**Valuation Method**\n\n**Applied**\n\n**Valuation Method Description**\n\n \n\n**Assumptions**\n\n \n \n \n \n \n \n \n\nCustomer relationships\n\n \n\nMulti-Period Excess Earnings Method “MPEE”) under the Income Approach\n\n \n\nMPEEM is an application of the DCF Method, whereby revenue derived from the intangible asset is estimated using the overall business revenue, adjusted for attrition, obsolescence, cost of goods sold, operating expense, and taxes. Required returns attributable to other assets employed in the business are subtracted. The “excess” earnings are attributable to the intangible asset and are discounted to present value at a rate of return to estimate the fair value of the intangible asset.\n\n \n\nRisk free rate: 3.71%;\n\nDiscount rate: 25.0%;\n\nForecast period: 5 years;\n\nAttrition Rate: 65.0%.\n\n \n \n \n \n \n \n \n\nDeveloped technology\n\n \n\nIncome-Based Approach\n\n \n\nThe Company estimated the fair value of developed technology using an income-based approach, specifically a discounted cash flow methodology, which measures value based on the present value of expected future cash flows over the asset’s estimated economic life. These projections incorporate market participant assumptions regarding revenue growth, profitability, and lifecycle characteristics of comparable assets. The resulting cash flows are discounted using asset-specific rates that reflect the risks associated with the asset, consistent with ASC 820.\n\n \n\nRisk free rate: 3.71%;\n\nDiscount rate: 25.0%;\n\nForecast period: 5 years;\n\n \n\nFor tax purposes, consistent with the accounting for book purposes, the Bounce Acquisition consideration was allocated to the assets acquired based on their estimated fair values as of the Bounce Effective Date, with the no excess purchase price allocated to goodwill. No deferred tax assets or liabilities were recorded with the acquisition.\n\n \n\nThe following unaudited pro forma combined results of operations for the periods presented are provided for illustrative purposes only. The unaudited pro forma combined statements of comprehensive income (loss) assume the acquisition occurred as of January 1, 2025. The unaudited pro forma combined financial results do not purport to be indicative of the results of operations for future periods or the results that actually would have been realized had the entities been a single entity during these periods.\n\n \n\n \n \n\n**For the Three Months Ended**\n\n**March 31,**\n\n \n\n \n \n\n**2026**\n\n \n \n\n**2025**\n\n \n\n \n \n \n \n \n \n \n\n**Revenue**\n\n \n$\n3,003,000\n \n \n$\n2,728,000\n \n\n**Net Loss**\n\n \n \n(4,051,000\n)\n \n \n(4,172,000\n)\n\n \n\nPro forma adjustments primarily relate to the amortization of identifiable intangible assets acquired over the estimated economic useful life, as described above and the exclusion of nonrecurring transaction costs.\n\n \n\n*Other*\n\n \n\n*Investment in Hide or Die! Roblox Game*\n\n \n\nIn January 2026, the Company acquired economic and contractual interests in the Roblox digital property commonly referred to as “Hide or Die!,” (“HOD”) pursuant to an Investment and Brand Partnership Agreement (“HOD Agreement”) dated January 5, 2026 (“HOD Effective Date”).\n\n \n\nPursuant to the HOD Agreement, the Company transferred total consideration of $202,000 in exchange for certain rights associated with the Hide or Die! digital property. The consideration consisted of $165,000 in cash and 4,326 shares of the Company’s restricted common stock valued at $37,000. In connection with the investment, the Company obtained (i) a fifteen percent (15.0%) equity ownership interest in Hide or Die!, (ii) a contractual right to receive fifteen percent (15.0%) of Hide or Die!’s gross revenue, as paid in Robux, post-Roblox split, for the existence of the game, (iii) a contractual right to receive a twelve percent (12.0%) fee on certain direct brand transactions, and (iv) exclusive rights with respect to certain brand partnership opportunities and related placement economics. The agreement also contains a right of first refusal with respect to future sales of equity ownership interests and economic interests in the property. Management evaluated these rights to determine which elements represent distinct assets and how the total consideration should be allocated to the assets acquired. The Company utilized the relative fair value method to allocate total consideration to the identifiable elements based on their relative standalone fair values as of the HOD Effective Date.\n\n \n\n-24-\n\n[Table of Contents](#toc)\n\n  \n\nManagement estimated the fair value of the acquired assets using income-based valuation techniques, primarily discounted cash flow (“DCF”) methodologies, consistent with the fair value measurement framework in ASC 820 which permits the use of present value techniques when observable market inputs are limited. For the contractual revenue participation right and the equity ownership interest, management projected expected future cash flows over the assets’ finite economic lives based on market participant assumptions, including observed lifecycle patterns of comparable Roblox properties, and discounted those cash flows to present value. The direct brand transaction fee stream was similarly valued using a probability-weighted DCF approach to reflect uncertainty in transaction volume and timing, while the exclusive commercialization rights were valued using a with-and-without method to isolate the incremental economic benefit attributable to exclusivity, with the resulting differential cash flows discounted to present value.\n\n \n\nAcross all assets, management applied asset-specific discount rates developed using a build-up approach, reflecting the risks inherent in early-stage, single-game digital assets, including platform dependency, revenue concentration, limited operating history, and volatility in user engagement and monetization. These discount rates are intended to approximate the return expectations of market participants, and result in higher-than-average discount rates relative to traditional operating businesses. In addition, consistent with the finite lifecycle characteristics of comparable digital gaming assets, management applied limited or no terminal value assumptions, such that the estimated fair values are primarily driven by explicitly forecasted cash flows.\n\n \n\nThe consideration paid was allocated to the assets acquired as follows:\n\n \n\n \n \n\n**Amount**\n\n \n\nContractual Revenue Participation Right.\n\n \n$\n90,000\n \n\nDirect Brand Transaction Fee Stream\n\n \n \n32,000\n \n\nExclusive Commercialization Rights\n\n \n \n45,000\n \n\nEquity Ownership Interest\n\n \n \n35,000\n \n\nTotal\n\n \n$\n202,000\n \n\n \n\nAssumptions utilized in connection with utilization of the discounted cash flow method included discount rates ranging from of 30% to 35%, useful lives of approximately four years, and discount for lack of marketability of 10% to 20%. The assets acquired were recorded at their individual estimated fair values on the date of acquisition, and will subsequently be assessed for impairment at each balance sheet date, with any impairment reflected as a charge in the statement of operations and comprehensive income (loss).\n\n \n\n*Investment in Solsten, Inc.*\n\n \n\nIn January 2026, the Company invested $200,000 in Solsten, Inc (“Solsten”) an AI-driven audience intelligence company specializing in psychology-based consumer insights, through a Simple Agreement for Future Equity (“SAFE”), which provides the Company with the right to receive equity in a future financing event, subject to the terms and conditions of the SAFE agreement. The SAFE does not represent a current equity ownership interest but rather a forward contract to acquire equity upon the occurrence of specified events, including a qualifying equity financing or liquidity event, at which point the instrument will either convert into preferred stock or entitle the Company to receive the greater of its invested amount or the value of the underlying equity on an as-converted basis. The investment is included in other noncurrent assets in the accompanying balance sheets.\n\n \n\nThe SAFE is accounted for as a non-marketable equity investment within the scope of ASC 321, “Investments – Equity Securities” and is recorded at cost, subject to impairment and observable price adjustments for identical or similar investments of the same issuer.\n\n \n\n \n\n \n\n**5.**\n\n**DEBT**\n\n \n\n*Promissory Notes Accounted for at Fair Value*\n\n \n\n*Agile I*\n\n \n\nOn November 8, 2024 (the “Agile I Effective Date”), the Company entered into a loan agreement with Agile Capital Funding, LLC, as collateral agent (“Agile”) (the “Agile I Loan Agreement”), pursuant to which the Company issued to Agile a Confessed Judgment Secured Promissory Note for an aggregate value of $1.85 million (the “Agile I Note”). Pursuant to the Agile I Loan Agreement, (i) the Agile I Note matured 28 weeks from the Agile I Effective Date; (ii) carried an aggregate total interest payment of approximately $0.78 million (the “Applicable Rate”), and (iii) immediately upon the occurrence and during the continuance of an Event of Default (as defined in the Agile I Loan Agreement), interest accrued at a fixed per annum rate equal to the Applicable Rate plus five percent, or 42%. The Company was required to repay all the obligations due under the Agile I Loan Agreement and the Agile I Note in 28 equal payments of $93,821 with the first payment being made to Agile on November 14, 2024, and every seven days thereafter until the Maturity Date. The proceeds received from the Agile I Note were used to fund general working capital needs.\n\n \n\n-25-\n\n[Table of Contents](#toc)\n\n  \n\nIn connection with entering into the Agile I Loan Agreement, the Company was required to pay an administrative fee of $92,500 to the Collateral Agent, which was paid at the closing out of proceeds of the issuance of the Agile I Note and expensed in “other income (expense)” in the statements of operations for the three months ended December 31, 2024. \n\n \n\nOn February 10, 2025, in connection with entering into the Agile II Loan Agreement as described below, the Company paid the remaining balance of the Agile I Note, including interest for the remaining term, totaling $1.5 million.\n\n \n\n*Agile II*\n\n \n\nOn February 10, 2025 (the “Agile II Effective Date”), the Company entered into a Business Loan and Security Agreement (the “Agile II Loan Agreement”), with Agile Capital Funding, LLC as collateral agent (“Collateral Agent”), and Agile Lending, LLC (collectively, “Agile”), pursuant to which the Company issued to Agile a Confessed Judgment Secured Promissory Note for an aggregate value of $2.5 million (the “Agile II Note”). Pursuant to the Agile II Loan Agreement, (i) the Agile II Note matures 32 weeks from the Agile II Effective Date; (ii) carried an aggregate total interest payment of approximately $1.05 million, and (iii) immediately upon the occurrence and during the continuance of an Event of Default (as defined in the Agile II Loan Agreement), interest would accrue at a fixed per annum rate equal to the applicable rate plus five percent, or 42%. The Company was required to repay all the obligations due under the Agile II Loan Agreement and the Agile II Note in 32 equal payments of $110,937, with the first payment being made to Agile on February 17, 2025, and every seven days thereafter until the maturity date. The proceeds received from the Agile II Note will be used to fund general working capital needs.\n\n \n\nIn connection with entering into the Agile II Loan Agreement, the Company was required to pay an administrative fee of $125,000 to the Collateral Agent, which was paid at the closing out of proceeds of the issuance of the Agile II Note and expensed in “other income (expense)” in the statements of comprehensive income (loss) for the three months ended March 31, 2025. $1.5 million of the Agile II Note was used to repay the remaining balance of principal and interest under the Agile I Note, with net proceeds to the Company of approximately $875,000.\n\n \n\nOn July 10, 2025, the Company entered into an exchange agreement (the “Agile Exchange Agreement”) with Agile, pursuant to which the Company and Agile agreed that in exchange for the surrender and forgiveness of the Agile II Note, dated February 7, 2025, with the remaining amount of principal and interest thereunder being $1,331,250, Agile received (a) 3,678 shares of common stock (the “Agile Exchange Shares”), (b) pre-funded warrants to purchase 14,419 shares of common stock (the “Agile Pre-Funded Warrants”, and collectively with the Agile Exchange Shares, the “Agile Exchange Securities”), with the Agile Exchange Securities valued at a price of $68.04, such amount above the Nasdaq Minimum Price, and (c) four equal cash payments of $25,000 to Agile, totaling $100,000.\n\n \n\nThe July 10, 2025 exchange of the balance of the Agile II Note for shares of the Company’s common stock was accounted for as an extinguishment of the Agile II Note, resulting in the derecognition of the related liability and the recording of the fair value of the equity securities and other assets exchanged on the date of settlement. The Agile II Note was accounted for under the FVO, and therefore, the carrying amount of the Agile II Note immediately prior to settlement represented its fair value at the settlement date. The fair value of the common stock and cash payments exceeded the fair value of the Agile II Note on the date of the exchange resulting in a loss on extinguishment of a liability totaling $256,000, which was included in other income (expense) in the statements of comprehensive income (loss) for the year ended December 31, 2025.\n\n \n\n*1800 Diagonal Lending I*\n\n \n\nOn March 26, 2025 (the “Diagonal Effective Date”), the Company and 1800 Diagonal Lending, LLC, a Virginia limited liability company, or registered assignees (“Diagonal”) entered into a Securities Purchase Agreement (the “Diagonal Agreement”), pursuant to which the Company issued a Convertible Promissory Note (the “Diagonal Note”) in the principal amount of $300,000 (the “Diagonal Principal”), for which the Diagonal Note, among other things, (a) matured on December 30, 2025 (unless otherwise accelerated upon an Event of Default (as defined below)) (the “Diagonal Maturity Date”), (b) accrued interest at a rate of 10% per annum on the unpaid principal balance from the date the Diagonal Note was issued (the “Diagonal Issuance Date”) until the principal and interest became due and payable, whether on the Maturity Date or upon acceleration by prepayment or otherwise, (c) began to accrue interest on the Diagonal Issuance Date but would not be payable until the Diagonal Note became payable, and (d) interest accrued at a rate of 22% per annum for any amount of principal or interest which was not paid as required under the Diagonal Note, or during an Event of Default.\n\n \n\nPursuant to the Diagonal Note, Diagonal had the right, from time to time, and at any time, during the period beginning on the date which is 180 days from the Diagonal Effective Date and ending on the earlier of (a) the Diagonal Maturity Date, or (b) the date of payment of the Default Amount, each in respect of the remaining outstanding amount of the Diagonal Note into fully paid and non-assessable shares of common stock at a price equal to 75% multiplied by the Market Price (as defined below) (the “Conversion Price”). For purposes of the Diagonal Note (x) the “Market Price” means the lowest Trading Price for the Company’s common stock during the 10 trading ending on the latest complete trading day prior to the Diagonal Conversion Date; (y) the “Trading Price” means the closing price (or bid, if applicable) of the Company’s common stock as listed (or quoted, as applicable) on the principal securities exchange or trading market where it is listed or traded; and (z) the “Diagonal Conversion Date” means the date specified in the applicable notice of conversion, delivered to the Company by Diagonal in accordance with the Diagonal Note.\n\n \n\n-26-\n\n[Table of Contents](#toc)\n\n  \n\nThe Diagonal Note was issued with an Original Issue Discount of 4.75% (the “OID”), with net proceeds to the Company of approximately $279,000 after deducting the OID, reimbursement of Diagonal’s expenses in an amount equal to $7,000 (expensed in the statements of operation for the three months ended March 31, 2025), and other estimated offering expenses. The Company used the net proceeds from the offering for working capital and general corporate purposes.\n\n \n\nDuring the year ended December 31, 2025, Diagonal converted an aggregate principal and interest amount under the Diagonal Note of $320,000 into shares of the Company’s common stock at an average price of $28.44 per share, resulting in the issuance of 11,334 shares of common stock to Diagonal. As of December 31, 2025, the Diagonal Note was fully extinguished.\n\n \n\n*Belleau Note Purchase Agreement*\n\n \n\nOn March 28, 2025 (the “Belleau Effective Date”), the Company entered into a Note Purchase Agreement (the “Belleau Purchase Agreement”) with Belleau Wood Capital, LP, or its assignees (“Belleau”). Pursuant to the Belleau Purchase Agreement, the Company will issue to Belleau a total of three Unsecured Promissory Notes (each, a “Belleau Note” and collectively, the “Belleau Notes”) with an aggregate principal amount of $1,500,000 (the “Belleau Principal”). Each of the Belleau Notes (x) matured on the date that was 12 months from the date of the issuance of each respective Belleau Note (collectively, the “Belleau Maturity Date”); (y) may be prepaid in part or in full at any time by the Company without penalty; and (z) accrued interest at a rate of 20% simple interest per annum (the “Belleau Interest Rate”, and the dollar value of the accrued interest, the “Belleau Interest”). The Company used the proceeds from the sale of the Belleau Notes for working capital and general corporate purposes.\n\n \n\nThe Belleau Interest that accrued on each respective Belleau Note was payable on each respective Belleau Maturity Date in the form of restricted shares of the Company’s common stock equal to 20% of the Belleau Principal, calculated at a price per share of $168.00. In the event of a prepayment of any Belleau Note by the Company, the Belleau Interest would be payable in full at the time of such prepayment. \n\n \n\nOn August 11, 2025, the Company and Belleau entered into an Amended & Restated Unsecured Promissory Note, pursuant to which the Belleau Principal was reduced to $1,250,000. The Company used the proceeds from the sale of the Belleau Notes for working capital and general corporate purposes. During the three months ended September 30, 2025, the Company repaid $250,000 of principal on the Belleau Note.\n\n \n\nEffective October 22, 2025, the Company and Belleau Wood Capital, LP (“Belleau”) entered into an exchange agreement (the “Belleau Exchange Agreement”), pursuant to which the Company and Belleau agreed (a) to convert the remaining principal amount of $1.0 million due under the Belleau Note into 83,334 shares of common stock, valued at $12.00 per share, simultaneous with the close of the October 2025 PIPE (the “Note Exchange Consideration”), and (b) issue Belleau a common stock purchase warrant to purchase the sum of 10,417 shares of common stock, in form similar to the October 2025 PIPE Warrants (the “Belleau Warrants”), except the warrants will be exercisable for a period of two (2) years.\n\n \n\nThe exchange of the remaining balance of the Belleau Note for common stock and common stock purchase warrants, as described above, was accounted for as an exchange of debt for equity, resulting in a loss on exchange totaling $1,871,000, reflected in other income (expense) in the statement of comprehensive income (loss) for the year ended December 31, 2025. The Belleau Note was accounted for under the FVO, and therefore, the carrying amount of the Belleau Note immediately prior to the exchange represented its fair value at the exchange date. The fair value of the Belleau Warrants was estimated utilizing Black-Scholes, with inputs including term of 2 years, stock price of $31.20, volatility of 93% and risk-free interest rate of 3.45%.\n\n \n\n*Related Party Promissory Note*\n\n \n\nOn November 19, 2024 (the “RP Effective Date”), the Company entered into a Note Purchase Agreement (the “RP Purchase Agreement”) with a non-employee member of the Board (the “Purchaser”). Pursuant to the RP Purchase Agreement, the Company issued to the Purchaser an Unsecured Promissory Note (the “RP Note”) in the amount of $1,500,000 (the “RP Principal”), for which the RP Note (i) matured on the date that was 12 months from the RP Effective Date (the “RP Maturity Date”), (ii) may be pre-paid at any time by the Company without penalty, and (iii) accrued interest on the RP Principal at a rate of 40% simple interest per annum (the “RP Interest”). The RP Interest was payable on the RP Maturity Date. In the event of a prepayment of the RP Note by the Company, the RP Interest would be pro-rated for the period the RP Note is outstanding. The Company utilized the proceeds for working capital and general corporate purposes.\n\n \n\nOn June 13, 2025, the Company entered into an amendment to the RP Note (the “RP Amendment”). Pursuant to the Amendment, (a) the maturity date of the RP Note was extended to November 19, 2026; (b) beginning on November 19, 2025, interest no longer accrued on the remaining Principal outstanding; and (c) the Company agreed to make monthly payments of $175,000, with such payments to start on November 19, 2025, and continue thereafter for twelve months, at which time the RP Note would be paid in full.\n\n \n\n-27-\n\n[Table of Contents](#toc)\n\n  \n\nOn July 7, 2025, the Company entered into an exchange agreement with the Michael Keller Trust (the “Trust”) (“RP Exchange Agreement”), pursuant to which the Company and the Trust agreed that in exchange for the surrender and forgiveness of RP Note, with the principal and interest thereon being equal to $1,878,082, the Trust would be granted (a) 1,500,000 shares of Series AAAA Jr. Convertible Preferred Stock, and (b) cash payments totaling $378,000, such payments to be made in equal monthly installments of approximately $63,000, commencing on October 15, 2025, and concluding on March 15, 2026 (the “Trust Agreement”).\n\n \n\nThe July 7, 2025 exchange of the balance of the RP Note for shares of the Company’s Series AAAA Junior Preferred Stock was accounted for as an extinguishment of the RP Note, resulting in the derecognition of the related liability and the recording of the fair value of the Series AAAA Jr. Preferred Stock exchanged on the date of settlement. The RP Note was accounted for under the FVO, and therefore, the carrying amount of the RP Note immediately prior to settlement represented its fair value at the settlement date, resulting in a loss on extinguishment totaling $26,000. The $378,000 of accrued cash payments were included as a component of the change in fair value of the RP Note for the year ended December 31, 2025, which is included in other income (expense) in the statement of comprehensive income (loss).\n\n \n\nThe Agile I Note, Agile II Note, Diagonal Note, Belleau Note and the RP Note were accounted for at fair value as described in Note 2, measured using Level 3 inputs with the following impact on the condensed financial statements for the applicable periods referenced:\n\n \n\n \n \n\n**Agile I Note**\n\n \n \n\n**Agile II**\n\n**Note**\n\n \n \n\n**Belleau**\n\n**Note**\n\n \n \n\n**Diagonal**\n\n**Note**\n\n \n \n\n**RP Note**\n\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nInterest paid during the three months ended March 31, 2025\n\n \n \n563,000\n \n \n \n230,000\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n\nInterest expense during the three months ended March 31, 2025\n\n \n \n536,000\n \n \n \n230,000\n \n \n \n-\n \n \n \n-\n \n \n \n148,000\n \n\nAccrued interest at March 31, 2025\n\n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n219,000\n \n\nChange in fair value - three months ended March 31, 2025(2)\n\n \n \n(178,000\n)\n \n \n(97,000\n)\n \n \n(2,000\n)\n \n \n-\n \n \n \n156,000\n \n\nDebt issue costs (1)\n\n \n \n180,000\n \n \n \n125,000\n \n \n \n-\n \n \n \n7,000\n \n \n \n-\n \n\nInterest Rate / Discount rate\n\n \n\n42%/42%\n\n \n \n\n42%/42%\n\n \n \n\n20%/42%\n\n \n \n\n10%/42%\n\n \n \n\n40%/42%\n\n \n\n \n\n \n\n \n\n(1)\n\nDebt issue costs incurred in connection with the Agile Loan included administrative fee of $92,500 to the collateral agent and advisor fees. Debt issuance costs are reflected in “other expense” in the condensed statements of comprehensive loss.\n\n \n\n(2)\n\nReflected in interest expense in the condensed statements of comprehensive loss.\n\n \n\n*Accounts Receivable Financing Facility*\n\n \n\nSuper League Enterprise, Inc. and certain of its subsidiaries (collectively with the Company, the “Borrowers”), entered into a Financing and Security Agreement (the “SLR Agreement”) with SLR Digital Finance, LLC (“Lender”), effective December 17, 2023 (the “Facility Effective Date”). Pursuant to the SLR Agreement, Lender may, from time to time and in its sole discretion, make certain cash advances to the Company (each an “Advance”, and collectively, “Advances”), against the face amounts of certain uncollected accounts receivable of the Borrowers on an account-by-account basis (each, a “Financed Account”, and collectively, the “Accounts”), at a rate of 85% multiplied by the face value of such Account (the “Advance Rate”), less any reserved funds and any other amounts due to Lender from Borrowers, up to a maximum aggregate Advance amount of $4,000,000 (the “Maximum Amount”)(collectively, the “AR Facility”). Upon receipt of any Advance, Borrowers assigned all of its rights in such receivables and all proceeds thereof. The proceeds received from the Facility will be used to fund general working capital needs. On June 10, 2025, the AR Facility was terminated.\n\n \n\nIn connection with the AR Facility, the Company agreed to, among other things, (i) pay a finance fee equal to 2% of the Maximum Amount, payable in 24 equal monthly installments on the last day of each month of the Term until paid in full, (ii) pay a servicing fee equal to 0.30% multiplied by the actual average daily amount of Advances outstanding at the time of determination (the “Outstanding Amount”) for the applicable month, on the last day of each calendar month during the Term (or so long as any obligations arising under the SLR Agreement are outstanding); (iii) be charged a monthly financing fee (the “Financing Fee”), due upon receipt of full payment of a Financed Account by Lender, equal to 1/12 of (a) the prime rate plus 2% (the “Facility Rate”), multiplied by (b) the amount of the Outstanding Amount; and (iv) utilize the facility such that the monthly average aggregate Advances outstanding is at $400,000 (the “Minimum Utilization”). In the event that Borrower’s monthly utilization is less than the applicable Minimum Utilization for any month, the Financing Fee for such month shall be calculated as if the applicable Minimum Utilization has been satisfied.\n\n \n\nTransfers of financial assets that do not qualify for sale accounting are reported as collateralized borrowings. Financing and servicing fees calculated with reference to amounts advanced under the AR Facility are included in interest expense. The commitment fee, based on the maximum facility amount and payable irrespective of drawdowns, is expensed on a straight-line basis over the term of the AR Facility and included in other income (expense) in the statements of comprehensive income (loss).\n\n \n\n-28-\n\n[Table of Contents](#toc)\n\n \n\nTotal amounts advanced and repaid under the AR Facility for the three months ended March 31, 2025 and 2024 are reflected in financing activities in the condensed statements of cash flows. Interest expense for the three months ended March 31, 2026 and 2025 totaled $0 and $8,000, respectively. Commitment fee expense for the three months ended March 31, 2026 and 2025 totaled $0 and $10,000, respectively.\n\n \n\n \n\n**6.**\n\n**STOCKHOLDERS**’ **EQUITY AND EQUITY-LINKED INSTRUMENTS**\n\n \n\n**General**\n\n \n\n**Reverse Stock Split**\n\n \n\nOn January 16, 2026, the Company filed an amendment to the Company’s Third Amended Certificate, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-12 (the “2026 Reverse Split”) (the “2026 Amendment”). The 2026 Amendment became effective on January 23, 2026. As a result of the 2026 Reverse Split, every 12 shares of the Company’s issued and outstanding common stock was automatically combined and converted into one issued and outstanding share of common stock. The 2026 Reverse Split was approved by the Company’s Board on January 2, 2026, and approved by the stockholders of the Company on June 9, 2025.\n\n \n\nAll references to common stock, warrants to purchase common stock, options to purchase common stock, restricted stock, share data, per share data and related information contained in the financial statements have been retroactively adjusted to reflect the effect of the 2026 Reverse Split (and all other reverse splits described herein) for all periods presented.\n\n \n\n**Common Stock**\n\n \n\n*Hudson Equity Line of Credit*\n\n \n\nOn February 14, 2025, the Company entered into an equity purchase agreement (the “Hudson Equity Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (“Hudson”). Pursuant to the Hudson Equity Purchase Agreement, the Company had the right, but not the obligation, to sell to Hudson, and Hudson is obligated to purchase, up to $2.9 million of newly issued shares (the “Hudson Total Commitment”) of the Company’s common stock, from time to time during the term of the Hudson Equity Purchase Agreement, subject to certain limitations and conditions (the “Hudson Offering” or “Hudson ELOC”). As consideration for Hudson’s commitment to purchase shares of common stock under the Hudson Equity Purchase Agreement, the Company issued to Hudson 625 shares of common stock, valued at $159,000, following the execution of the Hudson Equity Purchase Agreement (the “Hudson Commitment Shares”).\n\n \n\nDuring the three months ended March 31, 2025, the Company sold 1,494 shares of common stock, respectively, under the Hudson ELOC at an average per share price of $163.20, raising net proceeds totaling $231,000. The Hudson Equity Purchase Agreement was terminated effective May 8, 2025. The Company utilized the net proceeds from the Hudson Offering for working capital and general corporate purposes, including sales and marketing activities, product development and capital expenditures.\n\n \n\n-29-\n\n[Table of Contents](#toc)\n\n  \n\n**Preferred Stock**\n\n \n\n*Series C Preferred Stock.* On October 22, 2025, the Company filed the COD of the Series C Senior Convertible Preferred Stock (the “Series C COD”), designating 4,700 shares of Series C Senior Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred”), in connection with the YP Exchange Agreement (as defined above). At both March 31, 2026 and December 31, 2025, there were 1,153 shares of Series C Preferred issued and outstanding. Pursuant to the Series C COD, the Series C Preferred Stock, among other terms: (i) ranks, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, senior to all classes of common stock and each other class or series of equity security of the Company which is not expressly senior or on parity with the Series C Preferred Stock ; (ii) the Series C Preferred Stock shall remain outstanding until the Series C Preferred Stock is converted into common stock either optionally by the holder or automatically pursuant to its terms described below, and will automatically be converted into common stock on the eighteen-month anniversary of effectiveness of the registration statement relating to the shares of common stock issuable upon conversion of the Series C Preferred Stock ; (iii) the shares of Series C Preferred Stock when converted, subject to certain beneficial ownership limitations, into shares of the Company’s common stock, will have a conversion price of $12.00, with a stated value of $1,000; and (iv) subject to certain limitations set forth in the Series C COD, the holders of Series C Preferred Stock are entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the common stock as a single class, on an as-converted basis.\n\n \n\nThe Series C COD includes a beneficial ownership limitation such that a holder thereof does not have the right to convert any portion of the Series C Preferred if such holder (together with its affiliates or any other persons acting together as a group with such holder) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of common stock issuable upon conversion of such Series C Preferred, or, upon 61 days’ prior written notice to the Company, 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of common stock issuable upon conversion of such shares of Series C Preferred.\n\n \n\n-30-\n\n[Table of Contents](#toc)\n\n  \n\n*Preferred Stock Dividends*\n\n \n\nThe Company paid or accrued common stock dividends on outstanding preferred stock for the periods presented as follows:\n\n \n\n*For the Three Months Ended March 31, 2026:* \n\n \n\n**Series Designation**\n\n \n\n**Date**\n\n \n\n**Dividend**\n\n**Shares**\n\n \n \n\n**Fair Value**\n\n**Shares (1)**\n\n \n\nSeries AAAA Junior\n\n \n\nJanuary 1, 2026\n\n \n \n34,575\n \n \n$\n253,000\n \n\n \n\n*For the Three Months Ended March 31, 2025:*  \n\n \n\n**Series Designation**\n\n \n\n**Date**\n\n \n\n**Dividend**\n\n**Shares**\n\n \n \n\n**Fair Value**\n\n**Shares (1)**\n\n \n\nSeries A-5\n\n \n\nFebruary 4, 2025\n\n \n \n5\n \n \n$\n1,000\n \n\n \n\n \n\n(1)\n\nFair valued based on the closing price of the Company’s common stock on the respective common stock dividend payment date.\n\n \n\n*Change in Fair Value of Warrant Liability*\n\n \n\n*Series AAA Junior -3 and Series AAA Junior*–*4 Warrants*\n\n \n\nThe Series AAA Junior-3 and Series AAA Junior-4 subscription agreements entered into in September 2024, included the sale of an aggregate of 1,096 units (the “Units”), each Unit consisting of (i) one share of newly designated Series AAA-3 Junior Convertible Preferred Stock or Series AAA-4 Junior Convertible Preferred Stock, as reflected in the table above, and (ii) a warrant to purchase 3 shares of the Company’s common stock (the “September 2024 Series AAA Junior Investor Warrants”), at a purchase price of $1,000 per Unit, for aggregate gross proceeds to the Company of approximately $1,096,000.\n\n \n\nThe September 2024 Series AAA Junior Investor Warrants do not meet the requirements for equity classification, and therefore, the fair value of the September 2024 Series AAA Junior Investor Warrants are recorded as a liability on the balance sheet and re-valued at each reporting date, with changes in the fair value reported in the statements of comprehensive income (loss). The change in fair value for the September 2024 Series AAA Junior Investor Warrants for the three months ended March 31, 2026 and 2025 totaled $0 and $(270,000), respectively.\n\n \n\n*Placement Agent Warrants*\n\n \n\nThe Placement Agent Warrants issued in connection with the Series A Preferred Stock, Series AA Preferred Stock and Series AAA Preferred Stock are not eligible for the scope exception under ASC 815, and therefore, the fair value of the Placement Agent Warrants are recorded as a liability on the balance sheet and re-valued at each reporting date, with changes in the fair value reported in the statements of comprehensive income (loss). The change in fair value for the Placement Agent Warrants for the three months ended March 31, 2026 and 2025 totaled $(4,000) and $(447,000), respectively.\n\n \n\n \n\n \n\n**7.**\n\n**COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Pending or Threatened Claims**\n\n \n\nThe Company may periodically be involved in legal proceedings and regulatory matters arising in the ordinary course of business, including contractual disputes, employment-related matters, and other commercial legal matters. Legal fees and other defense costs incurred in connection with such matters are recorded in operating expenses as incurred in the period incurred, within general and administrative expenses in the statements of comprehensive income (loss). Reimbursements from insurance carriers, if any, related to legal defense costs are recognized when recovery is considered probable and reasonably estimable. Insurance recoveries, when recognized, are recorded separately from the related legal expense and are not offset against legal costs in the statements of comprehensive income (loss).\n\n \n\n*Existing Pending or Threatened Claims*\n\n \n\n*Global Leisure Partners, LLC, and Blackwatch Advisors, LLC vs. Super League Enterprise, Inc.*On January 26, 2026, a complaint was filed against the Company in the United States District Court for the Southern District of New York by Global Leisure Partners, LLC and Blackwatch Advisors, LLC (the “Plaintiff”). Formal service of process on the complaint occurred on February 12, 2026. The complaint alleges, among other things, breach of contract and related claims arising from the Company’s completion of a series of financing transactions during the fiscal year. The Plaintiff seeks unspecified damages, together with interest, attorneys’ fees and other relief.\n\n \n\n-31-\n\n[Table of Contents](#toc)\n\n \n\nThe Company believes the claims are wholly without merit and intends to vigorously defend the action. Based on the Company’s assessment of the facts currently known, and after consultation with outside legal counsel, the Company believes that the likelihood of a material loss is remote. Accordingly, no liability has been recorded in the accompanying financial statements. Litigation is inherently uncertain, and while the Company believes the claims lack merit, an unfavorable outcome could occur. However, at this time, the Company does not see the need to, nor can it reasonably estimate any possible loss or range of loss associated with this matter.\n\n \n\n \n\n \n\n**8.**\n\n**SUBSEQUENT EVENTS**\n\n \n\nThe Company evaluated subsequent events for their potential impact on the condensed financial statements and disclosures through the date the condensed financial statements were issued and determined that, except as set forth below, no subsequent events occurred that were reasonably expected to impact the condensed financial statements presented herein.\n\n \n\n*Misfits Acquisition*\n\n \n\nOn April 30, 2026, at a Special Meeting of the Company’s stockholders, the Company’s stockholders approved the issuance of an aggregate of 1,161,813 shares of common stock to be issued as consideration in connection with the Misfits Acquisition. On May 1, 2026 (the “*Misfits Closing Date*”), the Company and Misfits consummated the Misfits Acquisition (the “*Misfits Closing*”).\n\n \n\n*Misfits Acquisition Consideration*\n\n \n\nAt the Misfits Closing, the Company paid the following consideration for the Misfits Purchased Assets: (i) a cash payment in the amount of $1.5 million (the “*Misfits Closing Cash Consideration*”), (ii) 26,768 shares of common stock (the “*Misfits Closing Shares*”), (iii) a pre-funded common stock purchase warrant to purchase 509,682 shares of common stock (the “*Misfits Pre-Funded Warrant,*” and the shares issuable upon exercise of the Misfits Pre-Funded Warrant, the “*Misfits PFW Shares*”), and (iv) a common stock purchase warrant to purchase 536,450 shares of common stock, with an exercise price of $18.00 (the “Misfits *Warrant*”, and the shares issuable upon exercise of the Misfits Warrant, the “*Misfits Warrant Shares*”)(the Misfits Closing Shares, the Misfits PFW Shares, and the Misfits Warrant Shares collectively, the “*Misfits Closing Share Consideration*”). Pursuant to the terms and subject to the conditions of the Misfits Purchase Agreement, on the one-year anniversary of the Misfits Closing, the Company will pay an additional cash payment in the amount of $300,000 (the “*Delayed Cash Payment*”).\n\n \n\nIn addition, pursuant to the terms and subject to the conditions of the Misfits Purchase Agreement, on the one-year anniversary of the Misfits Closing, the Company may pay up to an aggregate of (i) $1.2 million in cash (the “*Misfits Earnout Cash*”), and (ii) 105,571 shares of common stock, or, upon the election of Misfits, Misfits Pre-Funded Warrants to purchase 105,571 shares of common stock (the “Misfits *Earnout Shares*”, and collectively with the Misfits Earnout Cash, the “*Misfits Earnout Consideration*”). The Misfits Earnout Consideration will be payable to Misfits in connection with: (i) the achievement of certain gross profit milestones for the period beginning on the Misfits Closing Date until the date that is one year from the date of the Misfits Closing; and (ii) the Company’s market capitalization as of the one and two year anniversary of the Misfits Closing Date.\n\n \n\nThe Misfits Warrants are exercisable immediately upon issuance, expire two years from the date of issuance, and have an initial exercise price of $18.00 (the “*Initial Exercise Price*”), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events. The Misfits Warrants also contain a call feature, whereby, after the Company has registered the Misfits Warrant Shares on an effective registration statement filed with the SEC, the Company has the option, but not the obligation, and in the Company’s sole and absolute discretion, to purchase the Misfits Warrant from the holder at a price of $0.001 per share of common stock underlying the Misfits Warrant (the “*Call Option*”), in the event the closing price of the Company’s common stock, as listed on the Nasdaq Capital Market, is at or above $18.00 per share for 20 consecutive trading days (the “*Call Trigger*”). The Company’s right to exercise the Call Option will begin on the day immediately following the Call Trigger until the day that is thirty (30) calendar days thereafter, by way of delivery of a notice to exercise the Call Option to the holders of the Misfits Warrants.\n\n \n\nThe exercise price of the Misfits Pre-Funded Warrant per underlying share of common stock is $0.001. Pursuant to the Misfits Pre-Funded Warrant, a holder will not be entitled to exercise any portion of any Misfits Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of common stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Misfits Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 9.99% upon 61 days’ notice to the Company. In addition, in certain circumstances, upon a fundamental transaction, a holder of Misfits Pre-Funded Warrants will be entitled to receive, upon exercise of the Misfits Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Misfits Pre-Funded Warrants immediately prior to the fundamental transaction.\n\n \n\n-32-\n\n[Table of Contents](#toc)\n\n  \n\nThe Misfits Purchase Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type.\n\n \n\n*Brand Partnership Agreement*\n\n \n\nIn connection with the Misfits Closing and the entrance into the Misfits Purchase Agreement, the Company and Misfits entered into an exclusive brand partnership agreement dated May 1, 2026 (the “*Brand Partnership Agreement*”), pursuant to which Misfits agreed to grant certain preferred rights (the “Misfits *Preferred Rights*”) to the Company for purposes of selling brand partnerships where a third-party brand may be advertised (via sponsorships, marketing, brand endorsements, product placements, brand integrations and other similar associations) (collectively, “*Partnerships*”) in certain games in the Misfits Roblox game portfolio (the “*Misfits Games*”). The initial term of the Brand Partnership Agreement is one year, subject to extension by mutual agreement. The Brand Partnership Agreement may be terminated upon written notice by the parties.\n\n \n\n*Director Designee*\n\n \n\nPursuant to the terms and conditions of the Misfits Purchase Agreement, at the Misfits Closing, Misfits was granted the right to appoint a designee to the Board of Directors of the Company (“Misfits *Board Designee*”); provided, however, the Misfits Board Designee must be qualified to serve on a public company’s board of directors and meet the requirements of an “independent director” pursuant to the rules and regulations of Nasdaq.\n\n \n\n*Registration Rights Agreement*\n\n \n\nIn connection with the closing of the Misfits Acquisition and the entrance into the Misfits Purchase Agreement, the Company and Misfits entered into a registration rights agreement dated May 1, 2026 (the “*Registration Rights Agreement*”), pursuant to which the Company agreed to file a registration statement with the SEC on or prior to the 90th calendar day following the Misfits Closing Date, for purposes of registering the Misfits Closing Shares, the Misfits Warrant Shares, and the Misfits PFW Shares (the “Misfits *Registration Statement*”). The Company agreed to use commercially reasonable efforts to have such Registration Statement declared effective within the time period set forth in the Registration Rights Agreement, and to keep the Registration Statement effective until the date that all registrable securities covered by the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.\n\n \n\n*Risks and Uncertainties*\n\n \n\nThe closing of the Misfits Acquisition and the integration of the Misfits Purchased Assets involves certain risks and uncertainties, including, among other things, risks related to our ability to successfully integrate the Misfits Purchased Assets into our operations; our ability to implement plans, forecasts and other expectations with respect to the Misfits Purchased Assets; our ability to realize the anticipated benefits of the Misfits Acquisition, including the possibility that the expected benefits from the Misfits Acquisition will not be realized or will not be realized within the expected time period; the achievement of the revenue milestones and payment of the Misfits Earnout Consideration; the outcome of any legal or governmental proceedings related to the Misfits Acquisition or otherwise; the negative effects of the announcement of the Misfits Acquisition on the market price of our common stock or on our operating results; significant Misfits Acquisition costs; unknown liabilities; attracting new customers and maintaining and expanding our existing customer base; our ability to scale and update our platform to respond to customers’ needs and rapid technological change; increased competition on our market and our ability to compete effectively; and expansion of our operations and increased adoption of our platform internationally.\n\n \n\n*Other*\n\n \n\nOn May 2, 2026, Mark Jung submitted his resignation as a member of the Board of Directors and the audit committee of the Company (the “*Board*”), effective on May 6, 2026. The resignation of Mr. Jung was not due to any disagreements with respect to the Company’s operations, policies or practices.\n\n \n\nIn connection with the Misfits Closing, effective May 6, 2026, the Board of the Company appointed Robert Kalutkiewicz as a member of the Board, effective immediately, as a Class III director to serve as a director until the Company’s next annual meeting of stockholders, and until such time as his successor is duly elected and qualified, or until his earlier death, resignation, or removal. Pursuant to the Misfits Purchase Agreement, Mr. Kalutkiewicz is the Board Designee of Misfits.\n\n \n\nIn connection with the closing of the Misfits Acquisition, pursuant to the terms of the applicable underlying common stock warrant agreements, the exercise price on certain of the common stock purchase warrants issued in connection with the October 2025 PIPE, representing the right to purchase an aggregate 2.7 million shares of common stock, was reset to the floor price, as defined in the underlying common stock purchase agreements, or $6.84 per share ($5.14 for placement agent warrants issued for the purchase of 71,000 shares of common stock), from $12.00 per share.\n\n \n\n-33-\n\n[Table of Contents](#toc)"}