Super League Enterprise, Inc. 8-K

What Happened Super League Enterprise, Inc. (SLE) filed an 8-K reporting that on January 5, 2026 it entered an Asset Purchase Agreement to acquire all tangible and intangible products of Let’s Bounce, Inc. (LBI) — the Company will not assume LBI liabilities. Purchase consideration includes $200,000 in cash (‑ $75,000 at closing, $25,000 at 3 months, $100,000 at 6 months) plus earn-outs of $150,000 if SLE generates $500,000 in net revenue from the acquired products in 2026 and $175,000 upon $1,000,000 in net revenue in 2026. The Company also issued inducement equity awards related to the acquisition and announced employment agreements for key executives: Matthew Edelman (President & CEO, named Chairman effective Jan 2, 2026) and Clayton Haynes (CFO & Secretary), both with multi‑year contracts and substantial restricted stock unit (RSU) grants. The board appointed Marti Frucci as a Class II director effective January 1, 2026.

Key Details

• Asset purchase effective Jan 5, 2026; SLE acquires LBI products but assumes no LBI liabilities. Cash payable = $200,000 in staged payments. Earn-outs = $150,000 at $500k net revenue and $175,000 at $1M net revenue (both for calendar year 2026).
• Inducement awards: Jasper Degens and Barack Hemou each received 331,609 restricted shares (vesting: 25% at 6 months, then remaining 75% monthly over 18 months); vesting accelerates on termination without cause or certain change‑of‑control events.
• CEO Matthew Edelman (agreement effective Jan 1, 2026): 3‑year term, $400,000 annual salary, RSU grants — 1,756,250 time‑based RSUs (vest Dec 19, 2027) plus performance RSUs (176,000 at $3.00 trigger; 298,667 at $5.00 trigger; vest in quarterly 1/8 increments upon meeting 20 consecutive trading‑day price hurdles).
• CFO Clayton Haynes (agreement effective Jan 1, 2026): 3‑year term, $340,000 annual salary, RSU grants — 887,500 time‑based RSUs (fully vested by Dec 19, 2027) plus 88,000 and 149,333 performance RSUs with the same $3.00/$5.00 price triggers.
• Board changes: Marti Frucci appointed Class II director (serves through 2028 meeting); Ann Hand resigned as Executive Chair (remains Class III director); Edelman appointed Chairman Jan 2, 2026.
• Press releases: SLE issued releases on Jan 6 (interest in the Roblox game "Hide or Die!") and Jan 7 (APA and inducement awards).

Why It Matters The APA adds products and potential new revenue streams to SLE, with earn‑outs tying part of the purchase price to 2026 revenue performance — investors should watch whether the acquired products meet the stated revenue milestones. The company did not assume seller liabilities, and initial cash outlay is modest ($200k staged). Large time‑based and performance‑linked RSU grants to the CEO, CFO and other executives align management compensation with future stock price and revenue performance but will dilute existing shareholders if vested and settled in shares. The appointment of an independent director (Marti Frucci) and the formalization of multi‑year executive contracts signal changes in governance and management continuity; review the full agreements (Exhibits 10.1–10.3) for complete terms and potential dilution details.