Business Description

1. DESCRIPTION OF BUSINESS Super League Enterprise Inc. (“Super League” or the “Company”) (Nasdaq: SLE) is an audience intelligence and media activation company operating at the intersection of a 3.5- billion-person global gaming population and a $ 1 trillion global advertising market. The Company connects brands with consumers who play video games by leveraging an emerging data and activation platform that utilizes behavioral and psychographic signals to drive marketing outcomes. By combining differentiated insights, scaled media distribution, and interactive ad formats, Super League enables marketers to reach gamers—one of the largest and most influential audiences in modern culture—across gaming environments, digital video, social media, and connected television. Super League was incorporated on October 1, 2014 as Nth Games, Inc. under the laws of the State of Delaware and changed its name to Super League Gaming, Inc. on June 15, 2015, and to Super League Enterprise, Inc. on September 11, 2023. On January 16, 2026, the Company filed an amendment (the “2026 Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”) at a ratio of 1-for-12 (the “2026 Reverse Split”). The Amendment became effective on January 23, 2026. As a result of the 2026 Reverse Split, every 12 shares of the Company’s issued and outstanding common stock was automatically combined and converted into one issued and outstanding share of Common Stock. Refer to Note 7 for additional information on reverse stock splits. As a result of the 2026 Reverse Split, all references to Common Stock, warrants to purchase common stock and other rights, options to purchase common stock, restricted stock, share data, per share data and related information contained in the consolidated financial statements (hereinafter, “financial statements”) have been retroactively adjusted to reflect the effect of the 2026 Reverse Split for all periods presented. References to “financial statements,” “balance sheets,” “statements of operations,” “statements of cash flows,” and “statements of stockholders’ equity,” refer to the “consolidated financial statements,” “consolidated balance sheets,” “consolidated statements of operations,” “consolidated statements of cash flows” and “consolidated statements of stockholders’ equity,” respectively, of the Company, including the accounts of the Company and its wholly owned subsidiaries, if any. As of December 31, 2025, there were no wholly owned subsidiaries of the Company. The legal entity Mobcrush Streaming, Inc. was dissolved effective May 14, 2025. InPvP, LLC was sold in May 2025 as described at Note 4. All references to “Note,” followed by a number reference, refer to the applicable corresponding numbered footnotes to these financial statements. Liquidity and Capital Resources As of December 31, 2025, the Company had cash and cash equivalents, working capital and an accumulated deficit as reflected on the balance sheet provided herein. For the years ended December 31, 2025 and 2024, the Company incurred net losses, and cash outflows from operating activities as reflected in the accompanying statements of operations and cash flows, respectively. Improved Liquidity Due to Third and Fourth Quarter 2025 Restructuring Activities and Equity Financing Equity Financing The Company completed an equity financing, defined below as the October 2025 PIPE, totaling $20.0 million in gross proceeds ($18.5 million in proceeds net of offering costs), as described at Note 7. The proceeds provide significant working capital and liquidity to fund operations and meet the Company’s obligations as they arise. The Company intends to use the proceeds from the October 2025 PIPE for repayment of existing indebtedness totaling $1.5 million (refer to Note 6), implementation of a new corporate strategy, general corporate purposes and working capital. Additional Conversions of Debt to Equity During the third and fourth quarters of 2025, holders of an aggregate of approximately $7.4 million of the Company’s outstanding promissory notes exchanged or converted such notes into either common stock or preferred stock of the Company pursuant to (i) executed exchange agreements, or (ii) the existing conversion terms set forth in the underlying promissory note agreements.…