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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Super League Enterprise, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Benjamin Spoont eSports Now, LLC, 1095 Broken Sound Parkway NW Suite 102 Boca Raton, FL, 33487 561-221-4771 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/12/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
eSports Now LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,072,900.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
eSports Holdco LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,072,900.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
Super League Enterprise, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2450 COLORADO AVE, STE 100E, SANTA MONICA,
CALIFORNIA
, 90404. |
| Item 2. | Identity and Background |
| (a) | This Statement is being filed by eSports Now, LLC, a Delaware limited liability company ("Misfits") and eSports Holdco LLC, a Delaware limited liability company ("Holdco" and, together with Misfits, the "Reporting Persons"). Misfits is a wholly owned entity of Holdco. As a result, Holdco may be considered the beneficial owner of the shares held by Misfits. |
| (b) | The business address of the Reporting Persons is 1095 Broken Sound Parkway NW Suite 102, Boca Raton, FL 33487. |
| (c) | The principal business of eSports Now, LLC is a video games company. The principal business of eSports Holdco LLC is a video games company. |
| (d) | During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Persons have not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | eSports Now, LLC is a Delaware limited liability company. eSports Holdco, LLC is a Delaware limited liability company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
As previously disclosed, on March 16, 2026, Super League Enterprise, Inc. (the "Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with Esports Now, LLC ("Misfits"), pursuant to which Misfits agreed to sell certain assets strictly constituting the Misfits Ads Business (the "Purchased Assets") to the Company, and the Company agreed to assume certain liabilities related to the Purchased Assets (the "Transaction").
At Closing, the Company paid the following consideration for the Purchased Assets: (i) a cash payment in the amount of $1.5 million (the "Closing Cash Consideration"), (ii) 26,768 shares of common stock (the "Closing Shares"), (iii) a pre-funded common stock purchase warrant to purchase 509,682 shares of common stock (the "Pre-Funded Warrant", and the shares issuable upon exercise of the Pre-Funded Warrant, the "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 "Warrant", and the shares issuable upon exercise of the Warrant, the "Warrant Shares")(the Closing Shares, the PFW Shares, and the Warrant Shares are collectively, the "Closing Share Consideration").
On August 12, 2026, Misfits entered into an exchange agreement (the "Exchange Agreement") with the Issuer, pursuant to which the Issuer exchanged the Pre-Funded Warrant for new pre-funded warrants to purchase 833,334 shares of Common Stock (the "New Evo Pre-Funded Warrant"). Pursuant to the terms of the New Evo Pre-Funded Warrant, a holder will not be entitled to exercise any portion of the New Evo Pre-Funded Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.
The source of the funds used to acquire the securities described in this Item 3 is other capital of the Reporting Pesrons.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the full text of such document, a copy of which is filed as Exhibit 2 to this Schedule 13D, and incorporated by reference herein. | |
| Item 4. | Purpose of Transaction |
The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
The Reporting Persons acquired beneficial ownership of the securities of the Issuer as described in this Schedule 13D for investment and decision-making purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the securities, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D.
The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Exchange Agreement, make additional purchases of shares of Common Stock (or other securities convertible or exercisable into shares of Common Stock) in the open market or in privately negotiated transactions, or hold or dispose of all or part of its investments in the Common Stock, depending upon the Reporting Person's evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the Common Stock, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors.
Except as set forth in this Item 4 or Item 3 above, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934, as amended. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Item 2 above.
The Reporting Persons have shared voting and dispositive power over 1,072,900 shares of Common Stock consisting of (i) 184,068 shares of Common Stock and (ii) pre-funded warrants to purchase 888,832 shares of Common Stock which are subject to a beneficial ownership limitation of 9.99%.
Calculations are based on 1,997,573 shares of Common Stock outstanding, as reported by the Issuer in its Preliminary Proxy Statement filed with the Securities and Exchange Commission (the "Commission") on August 18, 2026 and the applicable number of shares of Common Stock underlying currently exercisable warrants for each Reporting Person. |
| (b) | See Items 7-11 of the cover pages of this Schedule 13D and Item 2 above. |
| (c) | Except as reported in this Statement, no Reporting Person has effected any transactions in the Issuer's securities within the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in or incorporated by reference in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1
Joint Filing Agreement, dated as of August 26, 2026, among eSports Now, LLC and eSports Holdco LLC.
Exhibit 2
Exchange Agreement, dated August 12, 2026, by and between Super League Enterprise, Inc. and eSports Now, LLC (filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K as filed with the Commission on August 18, 2026 (SEC File No. 001-38819). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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