{"url_path":"/sec/sle/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A **","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1621672/0001437749-26-017431-index.html","accession_number":"0001437749-26-017431","cik":"0001621672","ticker":"SLE","issuer_name":"Super League Enterprise, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1621672/0001437749-26-017431-index.html","primary_entity_key":"0001621672","primary_entity_name":"Super League Enterprise, Inc."},"word_count":1572,"has_tables":true,"body_markdown":"**ITEM 1A.**\n\n**RISK FACTORS**\n\n \n\n*Other than as set forth below, management is not aware of any material changes to the risk factors discussed in Part 1, Item 1A, of the Annual Report on Form 10-K for the year ended December 31, 2025, as amended. In addition to other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed below and in Part 1, Item 1A, of the Annual Report on Form 10-K for the year ended December 31, 2025, as amended, and subsequent reports filed pursuant to the Exchange Act which could materially and adversely affect the Company*’*s business, financial condition, results of operations, and stock price. The risks described below and in the Annual Report on Form 10-K and subsequent reports filed pursuant to the Exchange Act are not the only risks facing the Company. Additional risks and uncertainties not presently known to management, or that management presently believes not to be material, may also result in material and adverse effects on our business, financial condition, and results of operations.*\n\n \n\n**Risks Related to the Misfits Acquisition**\n\n \n\n**We may experience difficulties in integrating the assets purchased and contracts assumed in the Misfits Acquisition into our business and in realizing the expected benefits of the Misfits Acquisition.**\n\n \n\nThe success of the Misfits Acquisition will depend in part on our ability to realize the anticipated business opportunities from combining the Misfits Purchased Assets with our business in an efficient and effective manner. The integration process could take longer than anticipated and could result in the loss of key employees, the disruption of our current and ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the Transaction, and could harm our financial performance. If we are unable to successfully or timely integrate the Misfits Purchased Assets with our business, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the Misfits Acquisition, and our business, results of operations and financial condition could be materially and adversely affected.\n\n \n\nWe have incurred significant costs in connection with the Misfits Acquisition. The substantial majority of these costs are non-recurring expenses related to the Misfits Acquisition. We may incur additional costs in the integration of the Misfits Purchased Assets into the Company’s business, and may not achieve cost synergies and other benefits sufficient to offset the incremental costs of the Misfits Acquisition.\n\n \n\n**The Misfits Acquisition will present challenges associated with integrating operations, personnel, and other aspects of the Misfits Purchased Assets and assignment of contracts, which may have liabilities associated therewith, and which may be known or unknown by the Company.**\n\n \n\nThe results of the combined company following the Misfits Acquisition will depend in part upon the Company’s ability to integrate the Misfits Purchased Assets with the Company’s business in an efficient and effective manner. The Company’s attempt to integrate the Misfits Purchased Assets may result in significant challenges, and the Company may be unable to accomplish the integration smoothly or successfully. In particular, the necessity of coordinating geographically dispersed organizations and addressing possible differences in corporate cultures and management philosophies may increase the difficulties of integration. The integration may require the dedication of significant management resources, which may temporarily distract management’s attention from the day-to-day operations of the Company’s business. In addition, the integration of the Misfits Purchased Assets may adjust the way in which the Company has conducted its operations and utilized its assets, which may require retraining and development of new procedures and methodologies. The process of integrating the purchased assets and making such adjustments after the Transaction could cause an interruption of, or loss of momentum in, the activities of the Company’s businesses and the loss of key personnel. Employee uncertainty, lack of focus, or turnover during the integration process may also disrupt the businesses of the Company. Any inability of management to integrate the purchased assets successfully could have a material adverse effect on the business and financial condition of the combined company.\n\n \n\n-52-\n\n \n\n \n\nIn addition, the Transaction will subject the Company to contractual or other obligations and liabilities arising from the purchased assets and assigned contracts, some of which may be unknown. Although the Company and its legal and financial advisors have conducted due diligence on the purchased assets, there can be no assurance that the Company is aware of all obligations and liabilities arising from the purchased assets and assumed liabilities. These liabilities, and any additional risks and uncertainties related to the purchased assets and to the Transaction not currently known to the Company or that the Company may currently be aware of, but that prove to be more significant than assessed or estimated by the Company, could negatively impact the business, financial condition, and results of operations of the Company following consummation of the Transaction.\n\n \n\n**Risks Related to Our Common Stock**\n\n \n\n**We have issued certain Common Stock Purchase Warrants and Pre-Funded Common Stock Purchase Warrants in connection with October 2025 PIPE that have provisions that can increase the number of warrants and reduce the exercise price if we complete certain transactions.**\n\n \n\nThe October 2025 PIPE included the sale of certain Common Stock Purchase Warrants (“*October Warrants*”) and Pre-Funded Common Stock Purchase Warrants (“*PIPE Pre-Funded Warrants*”) to purchase our common stock with initial exercise prices of $1.00 per share (or $12.00 per share after giving effect to the 2026 Reverse Split), and $0.00001 per share, respectively. As of March 31, 2026, approximately 1,666,667 October Warrants remain outstanding with an exercise price of $12.00 per share, and 1,112,707 PIPE Pre-Funded Warrants remain outstanding with an exercise price of $0.00001 per share.\n\n \n\nThe October Warrants provide, subject to certain exemptions, that if we sell or issue, any common stock or convertible securities, at an effective price per share less than the exercise price of the October Warrant then in effect (a “Dilutive Issuance”), the exercise price of the October Warrant will be reduced to the price of the shares issued or sold in the Dilutive Issuance, down to a floor of $0.57, or $6.84 after giving effect to the 2026 Reverse Split.  Adjustments to the October Warrants, exercise price and number of warrants may occur if we complete any additional transactions that would constitute a Dilutive Issuance.\n\n \n\nAlthough the holders of the October Warrants and the PIPE Pre-Funded Warrants have ownership limitations, if and when we do issue shares of common stock to holders of the October Warrants and the PIPE Pre-Funded Warrants upon the exercise by the holder, such stockholders may resell all, some or none of those shares of common stock at any time or from time to time at their discretion. Resales of our common stock may cause the market price of our securities to drop significantly, regardless of the performance of our business.\n\n \n\n**Provisions of the October Warrants and the PIPE Pre-Funded Warrants could discourage parties from entering into certain**“**fundamental transactions**”**with the Company.**\n\n \n\nThe October Warrants and the PIPE Pre-Funded Warrants may prevent us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the October Warrants and the PIPE Pre-Funded Warrants. These and other provisions of the October Warrants and the PIPE Pre-Funded Warrants could prevent or deter a third-party from acquiring us even where the acquisition could be beneficial to you.\n\n \n\n**The October Warrants and the PIPE Pre-Funded Warrants may have an adverse effect on the market price of our common stock and make it more difficult to effect financings or acquisitions.**\n\n \n\nTo the extent we issue shares of common stock to effect a future financing or other acquisition, the potential for the issuance of a substantial number of additional shares of common stock upon exercise of the October Warrants and the PIPE Pre-Funded Warrants could make us a less attractive investment or acquiror in the eyes of an investor or a target business. Such October Warrants and the PIPE Pre-Funded Warrants, when exercised, will increase the number of issued and outstanding shares of common stock and reduce the value of the shares issued in a financing or to a potential target. Accordingly, the October Warrants and the PIPE Pre-Funded Warrants may make it more difficult to effectuate a financing or increase the cost of acquiring a target business. Additionally, the sale, or even the possibility of a sale, of the shares of common stock underlying the October Warrants and the PIPE Pre-Funded Warrants could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent the October Warrants and the PIPE Pre-Funded Warrants are exercised, you will experience dilution to your holdings.\n\n \n\n**We will not receive any additional material funds upon the exercise of the PIPE Pre-Funded Warrants.**\n\n \n\nThe PIPE Pre-Funded Warrants may be exercised by way of cashless exercise, meaning that the holder may not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of shares of our common stock determined according to the formula set forth in the PIPE Pre-Funded Warrants. Accordingly, we will likely not receive any additional funds upon the exercise of the PIPE  Pre-Funded Warrants.\n\n \n\n-53-\n\n[Table of Contents](#toc)"}