Misfits Transaction

On March 16, 2026, the Company entered into an asset purchase agreement (the “Misfits Asset Purchase Agreement”) with Esports Now, LLC (“Misfits”), pursuant to which Misfits agreed to sell certain assets strictly constituting the Misfits Ads assets (the “Misfits Purchased Assets”) to the Company (the “Misfits Transaction”).

The Misfits Transaction expands the Company’s revenue base, diversifies monetization channels and enhances the Company’s ability to serve as a strategic audience partner for brands, providing scaled access to gamers across gaming and digital channels. Beyond expanded reach, the Company will be able to deliver deeper audience intelligence, helping brands further understand what games people play, and what drives engagement, affinity, and conversion.

On March 20, 2026, the Company filed a preliminary proxy statement with the 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 Transaction (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”).

On 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 Transaction (the “Misfits Closing”).

Misfits Transaction Consideration

At the Misfits Closing, the Company paid the following consideration for the Misfits Purchased Assets (“Misfits Consideration”): (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 Asset 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”).

In addition, pursuant to the terms and subject to the conditions of the Misfits Asset 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.

The 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.

The 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.

The Misfits Asset Purchase Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type.

Brand Partnership Agreement

In connection with the Misfits Closing and the entrance into the Misfits Asset 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 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) in certain games in the Misfits Roblox game portfolio. 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.

In accordance with the acquisition method of accounting, the financial results of Super League presented herein include the financial results of Misfits subsequent to the Misfits Closing Date. Disclosure of revenue and net loss for Misfits on a stand-alone basis for the applicable periods presented is not practical due to the integration of Misfits, including sales, products, resource allocation and related operating expense, with those of the consolidated Company upon acquisition, consistent with Super League operating in one reporting segment.

The Misfits Transaction was accounted for as a business acquisition as defined by ASC 805. Accordingly, the assets acquired in the transaction were recorded at their estimated acquisition date fair values, while transaction costs associated with the acquisition, totaling approximately $105,000, were expensed. 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.

The following table summarizes the determination of the preliminary fair value of the purchase price consideration paid in connection with the Misfits Transaction, as of the Misfits Closing Date:

The fair value of the Misfits Closing Shares and Misfits PFW Shares used in determining the estimated fair value of the Misfits Transaction Consideration was $3.93 per share based on the closing price of Company Common Stock on May 1, 2026, the Misfits Closing Date, as quoted on the Nasdaq Capital Market, a Level 1 input.

The fair value of the Misfits Warrant was determined using a Monte Carlo simulation model, measured using Level 3 inputs, and weighted-average assumptions for expected volatility of 154.6%, risk-free interest rate of 3.88% and expected life of 1.4 years.

The purchase price allocation was based upon a preliminary estimate of the fair value of the assets acquired by the Company in connection with the Misfits Transaction, as of the Misfits Closing Date, as follows:

Contingent consideration is recorded as a liability in the accompanying consolidated balance sheets in accordance with ASC 480, which requires freestanding financial instruments where the Company must or could settle the obligation in the form of cash, and/or by issuing a variable number of its shares, and the obligation’s monetary value is based solely or predominantly on variations in something other than the fair value of the Company’s shares, 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 consolidated statement of operations. The fair value of the Misfits Earnout 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 weighted average assumptions for expected volatility ranging from 154.6% to 183.9%, risk-free interest rate of 3.73%, discount rate of 60%, counter-party risk rate of approximately 16% and expected life of approximately one year.

The fair value of the Misfits Earnout Consideration at June 30, 2026 was $800,000, resulting in no change in the fair value from the Misfits Closing Date.

Aggregated amortization expense for the three and six months ended June 30, 2026, related to intangible assets acquired in connection with the Misfits Transaction, totaled $84,000 and $84,000, respectively. Goodwill represents the excess of the purchase price of the acquired business over the acquisition date fair value of the net assets acquired. Goodwill recorded in connection with the Misfits Transaction is primarily attributable to expected synergies from combining the operations and assets of Super League with the Misfits Purchased Assets. Goodwill recognized in the Misfits Transaction primarily represents the value of the acquired resource, expected asset related synergies, future economic benefits from the assets acquired, and other intangible assets that do not qualify for separate recognition under ASC 805.

Management is primarily responsible for determining the fair value of the identifiable intangible assets acquired as of the Misfits Closing Date. Management considered a number of factors, including reference to a preliminary independent analysis of estimated fair values solely for the purpose of allocating the purchase price to the assets acquired and liabilities assumed. The analysis included a discounted cash flow analysis which estimated the future net cash flows expected to result from the respective assets acquired as of the Misfits Closing 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 independent 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 intangibles 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 operations. In addition, the Company is in the process of finalizing its estimate and analysis of the fair values of certain tax attributes acquired. Any adjustments to the preliminary estimates of tax attributes acquired will increase or decrease the estimated net deferred tax liability recorded in connection with the acquisition method of accounting, with an offsetting adjustment to goodwill.

The preliminary fair values of the acquired intangible assets, as described above, were determined using the following methods:

For tax purposes, consistent with the accounting for book purposes, the Misfits Consideration was allocated to the assets acquired based on their estimated fair values as of the Misfits Closing Date, with the excess purchase price allocated to goodwill. The Company recognized deferred tax assets in connection with the Misfits Transaction primarily related to differences between the financial reporting bases and tax bases of the acquired identifiable assets. Gross deferred tax assets recognized were not material. The Company has recorded a full valuation allowance on its net deferred tax assets. The financial reporting basis of tax-deductible goodwill was consistent with its adjusted tax basis determined in accordance with the goodwill component analysis prescribed by ASC 805 and ASC 740. As a result, no net deferred tax assets or liabilities were recorded with the acquisition and all of the goodwill is expected to be deductible for tax purposes.

The 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 operations assume the transaction 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.

Pro 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.

The closing of the Misfits Transaction 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 Transaction, including the possibility that the expected benefits from the Misfits Transaction 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 Transaction or otherwise; the negative effects of the announcement of the Misfits Transaction on the market price of our common stock or on our operating results; significant Misfits Transaction 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.

Acquisition of Let’s Bounce

On 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.

Additionally, 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 5635(c)(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.

In 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.

The 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.

The 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:

The 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:

Contingent 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 rate of 3.47%, volatility rates ranging from 40% to 65%, and discount rate of 25%.

The fair value of estimated contingent consideration as the Bounce Effective Date and June 30, 2026, totaled $173,000, with no change in fair value calculated from the Bounce Effective Date through June 30, 2026. For the three and six months ended June 30, 2026, aggregated amortization expense related to intangible assets acquired in connection with the Bounce Acquisition, totaled $31,000 and $61,000, respectively.

Management 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 potential goodwill, as well as the estimates of periodic amortization of intangible assets acquired to be reflected in the statement of comprehensive income (loss).

The fair values of the acquired intangible assets, as described above, were determined using the following methods:

For 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 no excess purchase price allocated to goodwill. No deferred tax assets or liabilities were recorded with the acquisition.

The 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.

Pro 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.

Other

Investment in Hide or OOF! Roblox Game

In January 2026, the Company acquired economic and contractual interests in the Roblox digital property commonly referred to as “Hide or OOF!,” (formerly known as Hide or Die!) pursuant to an Investment and Brand Partnership Agreement (“HOO Agreement”) dated January 5, 2026 (“HOO Effective Date”).

Pursuant to the HOO Agreement, the Company transferred total consideration of $202,000 in exchange for certain rights associated with the Hide or OOF! 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 OOF!, (ii) a contractual right to receive fifteen percent (15.0%) of Hide or OOF!’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 HOO Effective Date.

Management 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.

Across 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.

The consideration paid was allocated to the assets acquired as follows:

Assumptions utilized in connection with utilization of the discounted cash flow method included discount rates ranging from 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).

Investment in Solsten, Inc.

In 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.

The 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.