false 0001621672 0001621672 2025-06-13 2025-06-13

 

 

 

 

 

 

 

 

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

On June 13, 2025, Super League Enterprise, Inc. (the “Company”) entered into: (a) Amendment No. 1 to Unsecured Promissory Note (the “Drozdov Amendment”), originally issued on August 1, 2024, to Sam Drozdov (“Drozdov”) in the principal amount of $661,171 (the “Drozdov Note”); (b) Amendment No. 1 to Unsecured Promissory Note (the “Khakshoor Amendment”), originally issued on August 1, 2024, to Ben Khakshoor (“Khakshoor”) in the principal amount of $661,171 (the “Khakshoor Note”); and (c) Amendment No. 1 to Unsecured Promissory Note (the “Firepit Amendment”, and collectively with the Drozdov Amendment and the Khakshoor Amendment, the “Firepit Amendments”), originally issued on August 1, 2024, to Firepit Partners Co. (f/k/a Bloxbiz Co.) (“Firepit”, and collectively with Drozdov and Khakshoor, the “Firepit Lenders”) in the principal amount of $446,115 (the “Firepit Note”, and collectively with the Drozdov Note and the Khakshoor Note, the “Firepit Notes”).

 

Pursuant to the Firepit Amendments: (a) the maturity date for each of the Firepit Notes was extended to August 1, 2025 (the “Maturity Date”); and (b) beginning on June 1, 2025, through the Maturity Date, the interest rate on each of the Firepit Notes was increased to 20%. As consideration for entering into the Firepit Amendments, the Company agreed to pay: (y) two payments of $18,750 to each of Drozdov and Khakshoor; and (y) two payments of $12,500 to Firepit (collectively, the “Consideration Payments”). The first Consideration Payment was paid on June 15, 2025, and the second Consideration Payment is to be made on July 15, 2025. Failure of the Company to make the Consideration Payments will be considered an Event of Default under the Firepit Notes.

 

 

Also on June 13, 2025, the Company entered into that certain Amendment No. 1 to Unsecured Promissory Note (the “Amendment”), originally issued on November 19, 2024, issued to a non-employee member of the Board of Directors of the Company (“Lender”), in the principal amount of $1,500,000 (the promissory note issued is the “Note”, and the principal amount due thereunder, the “Principal”). Pursuant to the Amendment: (a) the maturity date of the Note was extended to November 19, 2026; (b) beginning on November 19, 2025, interest will no longer accrue 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 Note will be paid in full.

 

The foregoing descriptions of the Drozdov Amendment, the Khakshoor Amendment, the Firepit Amendment, and the Amendment are qualified in their entirety by reference to the full text of each document, copies of which are filed as exhibits 10.1, 10.2, 10.3, and 10.4, respectively.

 

 

See Item 1.01, above, which is incorporated herein by reference.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.