Super League Gaming (SLGG) Proxy filing summary

Executive summary

• A virtual special meeting is scheduled for April 30, 2026, to vote on key proposals related to a significant asset acquisition and potential adjournment if more votes are needed.

• The main business is to approve the issuance of up to 1,161,813 shares of common stock as consideration for acquiring the Misfits Ads Business from Esports Now, LLC.

• The transaction includes cash payments, warrants, and an earnout component, with the share issuance representing up to 40% of outstanding common stock.

• The Board unanimously recommends voting in favor of both proposals.

• Forward-looking statements highlight risks and uncertainties, especially regarding integration and Nasdaq compliance.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing shares and warrants as acquisition consideration, exceeding 20% of current outstanding shares, to comply with Nasdaq Listing Rule 5635(a).

• Proposal 2 allows adjournment of the meeting to solicit additional proxies if necessary.

• Both proposals require a majority of votes cast at the meeting; abstentions count as votes against, broker non-votes have no effect.

• The Board recommends voting "FOR" both proposals.

Board of directors and corporate governance

• The Board is responsible for soliciting proxies and recommends approval of both proposals.

• Directors and executive officers have no substantial interests in the proposals beyond their share ownership.