Super League Gaming : Completion of Acquisition or Disposition of Assets (Form 8-K)

Completion of Acquisition or Disposition of Assets

As previously disclosed by Super League Gaming, Inc. (the 'Company') in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the 'SEC') on August 16, 2021 (the 'Quarterly Report'), the Company entered into a Share Purchase Agreement, dated as of August 11, 2021 (the 'Purchase Agreement'), with William Roberts, Colin Gillespie, and Robert Pierre (collectively, 'Sellers'), pursuant to which the Company agreed to purchase, and Sellers agreed to sell, all of the issued and outstanding common shares of Bannerfy, Ltd., a company organized under the laws of England and Wales ('Bannerfy') for a total purchase price of $7.0 million (the 'Purchase Price') (the 'Acquisition').

The Acquisition was consummated on August 24, 2021 (the 'Closing Date') in accordance with the terms of the Purchase Agreement. On the Closing Date, the Company paid to Sellers an initial payment of approximately $2.17 million, of which $0.47 million was paid in cash and the remaining $1.7 million in the form of shares of the Company's common stock at a price per share of $4.10 (the 'Closing Share Price'), the closing price of the Company's common stock on the date of the Purchase Agreement, as reported on the Nasdaq Capital Market. Pursuant to the Purchase Agreement, the Company retained $0.28 million (the 'Holdback Amount') from the aggregate closing consideration of $2.45 million as a holdback in the event the Company incurs any indemnifiable Losses (as defined in the Purchase Agreement) prior to the first anniversary of the Closing Date. If the Company incurs no indemnifiable Losses prior to the first anniversary of the Closing Date, the Company will pay Sellers the Holdback Amount as follows: (i) $55,000 payable in the form of cash, and (ii) approximately $0.22 million in the form of shares of the Company's common stock at the Closing Share Price.

The remaining Purchase Price is payable to the Sellers in accordance with the terms of the Purchase Agreement, including up to $4.55 million (the 'Contingent Consideration') payable upon the achievement of certain revenue and gross profit thresholds for the remainder of the 2021 fiscal year, and each of the fiscal years ending December 31, 2022, and December 31, 2023. The Contingent Consideration is payable in the form of both cash and shares of the Company's common stock, as more specifically set forth in the Purchase Agreement.

The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.4 to the Quarterly Report, and which is incorporated by reference herein.

Unregistered Sales of Equity Securities

Please see Item 2.01 above with respect to the issuance of shares of the Company's common stock to the Sellers on the Closing Date, which shares were issued to three (3) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

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