As filed with the Securities and Exchange Commission on February 12, 2019
Registration No. 333-229144
SECURITIES AND EXCHANGE COMMISSION
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AMENDMENT NO. 2
UNDER THE SECURITIES ACT OF 1933
SUPER LEAGUE GAMING, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
2906 Colorado Ave.
Santa Monica, California 90404
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
President and Chief Executive Officer
Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, California 90404
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Jessica R. Sudweeks, Esq.
Disclosure Law Group,
A Professional Corporation
655 West Broadway, Suite 870
San Diego, California 92101
Ben A. Stacke, Esq.
Ryan R. Woessner, Esq.
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered (1) (2)
Proposed Maximum Offering Price Per Share
Registration Fee (3)
Common Stock, par value $0.001 per share
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.
This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 12, 2019
SUPER LEAGUE GAMING, INC.
We are offering 2,272,727 shares of our common stock.
This is our initial public offering and no public market currently exists for our common stock.The initial public offering price of our common stock is expected to be between $10.00 and $12.00 per share. We have applied to list our common stock on the Nasdaq Capital Market under the symbol “SLGG.”
We are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.
See “Prospectus Summary – Implications of Being an Emerging Growth Company.”
Investing in our common stock involves risks.
See “Risk Factors” beginning on page 9 of this prospectus for a discussion of the risks that you should consider in connection with an investment in our securities.
Initial public offering price
Underwriting discounts and commissions(1)
Proceeds, before expenses, to us
In addition, we have agreed to issue a warrant to purchase up to 68,182 shares of our common stock to the underwriters, which equates to 3.0% of the number of shares of our common stock to be issued and sold in this offering, and to reimburse the underwriters for certain expenses.
See “Underwriting” for additional information regarding this warrant and underwriting compensation generally.
We have granted the underwriters an option to buy up to an additional 340,909 shares of our common stock to cover over-allotments, if any.
Super League Gaming (SLGG) CEO Ann Hand - The Stock Podcast, Ep.44
The underwriters may exercise this option at any time during the 30-day period from the date of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Delivery of the shares will be made on or about , 2019, subject to customary closing conditions.
Joint Book-Running Managers
Northland Capital Markets
National Securities Corporation
The date of this prospectus is , 2019
TABLE OF CONTENTS
You should rely only on the information contained in this prospectus or in any free writing prospectus we or the underwriters may authorize to be delivered or made available to you.
Neither we or the underwriters have authorized anyone to provide you with different information.
PLAY. WATCH. CREATE. BELONG.
We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock.
Our business, financial condition, operating results and prospects may have changed since that date.
For investors outside of the United States: No action is being taken in any jurisdiction outside of the United States that would permit a public offering of the shares of our common stock or possession or distribution of this prospectus in any such jurisdiction.
Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.
In this prospectus, unless the context indicates otherwise, references to “Super League,” “SLG,” “we,” the “Company,” “our” and “us” refer to Super League Gaming, Inc., a Delaware corporation, and references to the “Board” or the “Board of Directors” means the Board of Directors of the Company.
This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our common stock.
You should read this entire prospectus carefully, including the section entitled “Risk Factors” and our financial statements and the related notes thereto included elsewhere in this prospectus, before making an investment decision.
We are a leading amateur esports community and content platform offering a personalized experience to the large and underserved global audience of 2.3 billion gamers, as estimated by NewZoo.
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According to the Electronic Software Association, the avid gamer, identified as individuals who are considered the most frequent gamers, sees gameplay as central to their social life with 55% playing video games to connect with friends and 46% to spend time with family members.
Through our proprietary, cloud-based technology platform, we connect our network of gamers, venues and brand partners to enable local, social and competitive esports that can be uniquely broadcast through our platform. We offer daily and season-focused offerings for which amateur competitive gamers establish meaningful connections with each other while improving their skills.
As a first-mover in defining the amateur esports category in 2015, we believe we are one of the most recognizable brands for amateur gamers.
We have multi-year strategic partnerships with leading game publishers such as Microsoft Corporation (“Microsoft”) and Riot Games, Inc.
(“Riot Games”) with titles including Minecraft and League of Legends, respectively, as well as relationships with Supercell and Epic Games with respect to Clash Royale and Fortnite, respectively, to drive use among our member base and further penetrate our target market. We deliver enhanced gaming experiences to our members with these titles through our platform, and we provide our venue and brand partners access to our member network and platform technology. We believe our members and the organizations that use our platform are only beginning to leverage the power of the consumer experience, commercial benefits, and data analytics our technology enables.
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Targeting Generation Z and Millennials, members join through accessible, free-to-play experiences, allowing us to reach the expansive amateur gaming market. We intend to convert members into subscribers by offering two tiers of competitive gameplay engagement: (i) our monthly subscription for the more casual competitive player, offering access to exclusive online tournaments and member benefits; and (ii) our semi-annual season pass for the more competitive player offering access to our city leagues and advanced amateur esports offers along with membership rewards.
Our proprietary cloud-based platform provides amateur gamers a modernized way to connect, play and view games in real-time.
We believe our platform will become central to the esports ecosystem and allow us to capture a significant portion of our members’ gameplay hours and share-of-wallet for greater lifetime value.
Our platform aggregates a diverse audience of gamers across multiple game titles and provides our members with access to online, in-person and hybrid competitive experiences and broadcasts that are accessible to a broad range of ages and demographics.
Through our platform, we have three core components that enable differentiated and immersive gameplay at scale: (i) our matchmaking system allows members to create their public-facing gamer persona and applies distinct criteria and filters around team size, skill level and geography to intelligently match our members for competitive gameplay and facilitate rich online and in-person social connections; (ii) our tournament system supports all major components of tournament operations and automation including, for example, ticketing, user management, event management, event operations, Application Program Interface (“API”) integrations that power direct connectivity between our platform and the servers of each game publisher, data services, leaderboards and prize fulfillment; and (iii) our proprietary, cloud-based visualization and broadcast system is capable of capturing and live streaming gameplay across all digital distribution platforms and delivering separate streams simultaneously to multiple locations and channels.
The end broadcast result is our customizable Heads-up-Display (“HUD”), which complements gameplay through dynamic visualization of player and team statistics, competitive status updates and contextual content that can also be uniquely displayed on a hyper-local level with content specific to the target markets, associated communities and players participating across multiple venues.
In addition, our proprietary SuperLeagueTV digital network is the first esports media property principally dedicated to amateur players and teams. Currently, live stream gameplay and video-on-demand (“VOD”) content is broadcast through SuperLeagueTV on Twitch and YouTube.
We believe SuperLeagueTV’s digital broadcast distribution is an essential way to drive viewership and membership interest, along with new game title expansion and additional online and in-person experiences through our distributed venue partner network.
Our Vision and History
Our vision is to make Super League Gaming the preeminent brand and platform for amateur esports.
We do this by providing a proprietary, end-to-end platform that allows our members to compete, socialize and spectate premium amateur esports gameplay and enables a wide ecosystem of partners to bring Super League experiences at scale to gamers around the world.
After securing strategic partnerships with the publishers of top-tier game titles beginning in 2016, we became the first consumer of our platform technology through the establishment of our city league consisting of 16 teams based in various U.S.
cities built around Minecraft, League of Legends and, most recently, Clash Royale. In 2017, we further differentiated our offering by migrating to a cloud-based technology platform for scale while continuing to build and establish the Super League Gaming brand. We also developed intelligent technology that facilitates personalized experiences and matchmaking for gamers, and audience-targeted gameplay broadcasting content at scale.
We are now positioned to unlock the platform more extensively to new game titles and a distributed network of venue operators and gameplay organizers in order to further develop a self-organizing marketplace for online and in-person gaming experiences.
Industry Overview - The Esports Ecosystem
The consumer appetite for esports continues to grow at a rapid pace with passionate fans across the globe.
According to NewZoo, the overall value of the global gaming market could reach approximately $137.9 billion by the end of 2018, representing an estimated year over year increase of 13.3%, or $16.2 billion from 2017.
The consumer appetite for esports continues to grow at a rapid pace with passionate fans across the globe. Key trends fueling this growth include the rise of live streaming, real-time social networking within games, and multi-generational and lifestyle gaming that integrates several aspects of an individual gamer’s life with the core game, including online play, downloadable content, achievements and item collection.
In particular, the professional esports industry is growing quickly, evidenced through new leagues, teams and broadcast distribution channels, and this growth is attracting high-profile esports investments from brands, media organizations and traditional sports rights holders.
As professional esports player salaries and the value of broadcast media rights have risen substantially, there is large unmet demand at the amateur level for competitions and viewing content, which, for esports fans, is predominantly consumed through live streaming and over-the-top (“OTT”) channels.
The following data points illustrate the vast growth opportunity for global esports:
Recent reports show a “$15 billion blue sky revenue opportunity” for professional esports due to the highly engaged and untapped fanbase (Merrill Lynch Interactive Report, 2018).
In 2018, approximatley 560 billion minutes of esports were viewed on Twitch, an increase of 58% year-over-year, and by 2022, esports is on track to reach an estimated 276 million global viewers (up from approximately 167 million global viewers currently), similar to the current audience size of the National Football League (“NFL”) (TwitchTracker.com; Goldman Sachs Esports Equity Research, 2018).
Gaming video content is estimated to be a $4.6 billion market with more viewers than HBO, Netflix, ESPN and Hulu combined (SuperData Research, 2017).
Just a few top-tier game titles currently deliver hundreds of millions of gamers; estimated monthly active users (“MAU”) for Fortnite, League of Legends and Minecraft is 125 million, 100 million and 74 million, respectively (Statista and Microsoft, 2018).
gaming household has 1.7 gamers with 70% of parents believing gaming “has a positive influence on their children’s lives” (Electronic Software Association, 2018).
Esports enthusiasts on average have higher college graduation rates and average household incomes, with 43% earning greater than $75,000 per year, relative to traditional sports fans (Mindshare, Esports Fans: What Marketers Should Know, 2016).
An average esports viewer spends up to nine hours per week watching esports-related content in addition to over eight hours of gameplay per week (Nielsen Esports Playbook, 2017).
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a)under the Securities Act of 1933, as amended.
Includes an additional 340,909 shares that the underwriters have the option to purchase to cover over- allotments, if any.
The registrant previously paid $3,030.00 of this amount in connection with a prior filing of this Registration Statement.