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QUARTERLY REPORT PURSUANT to SECTION 13 OR 15(D) of the SECURITIES EXCHANGE ACT of 1934

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QUARTERLY REPORT PURSUANT to SECTION 13 OR 15(D) of the SECURITIES EXCHANGE ACT of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to Commission File Number 001-38819 SUPER LEAGUE GAMING, INC. (Exact name of small business issuer as specified in its charter) Delaware 47-1990734 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 2912 Colorado Ave., Suite #203 Santa Monica, California 90404 (Address of principal executive offices) Company: (802) 294-2754; Investor Relations: 949-574-3860 (Issuer’s telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 [X] Emerging growth company [X] 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 13(a) of the Exchange Act. [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share SLGG NASDAQ Capital Market As of August 11, 2020, there were 10,460,696 shares of the registrant’s common stock, $0.001 par value, issued and outstanding. TABLE O F CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Condensed Financial Statements 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk 29 Item 4. Controls and Procedures 29 PART II.OTHER INFORMATION Item 1. Legal Proceedings 30 Item 1A.Risk Factors 30 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 50 Item 3. Defaults Upon Senior Securities 50 Item 4. Mine Safety Disclosures 50 Item 5. Other Information 50 Item 6. Exhibits 50 Table of Contents PART I FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS SUPER LEAGUE GAMING, INC. CONDENSED BALANCE SHEETS June 30, December 31, 2020 2019 ASSETS (Unaudited) Current Assets Cash and cash equivalents $ 6,241,000 $ 8,442,000 Accounts receivable 497,000 293,000 Prepaid expenses and other current assets 1,361,000 924,000 Total current assets 8,099,000 9,659,000 Property and Equipment, net 186,000 239,000 Intangible and Other Assets, net 1,953,000 1,984,000 Goodwill 2,565,000 2,565,000 Total assets $ 12,803,000 $ 14,447,000 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued expenses $ 850,000 $ 853,000 Deferred revenue - 151,000 Total current liabilities 850,000 1,004,000 Long-term note payable 1,202,000 - Total Liabilities 2,052,000 1,004,000 Commitments and Contingencies (Note 7) Stockholders’ Equity Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued or outstanding - - Common stock, par value $0.001 per share; 100,000,000 shares authorized; 10,460,696 and 8,573,922 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively. 20,000 18,000 Additional paid-in capital 106,237,000 99,237,000 Accumulated deficit (95,506,000) (85,812,000) Total stockholders’ equity 10,751,000 13,443,000 Total liabilities and stockholders’ equity $ 12,803,000 $ 14,447,000 See accompanying notes to condensed financial statement -1- Table of Contents SUPER LEAGUE GAMING, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Six Months Ended June 30, Ended June 30, 2020 2019 2020 2019 REVENUES $ 324,000 $ 223,000 $ 567,000 $ 472,000 COST OF REVENUES 116,000 113,000 233,000 187,000 GROSS PROFIT 208,000 110,000 334,000 285,000 OPERATING EXPENSES Selling, marketing and advertising 1,256,000 1,167,000 2,529,000 2,139,000 Technology platform and infrastructure 1,685,000 1,291,000 3,590,000 2,453,000 General and administrative 1,826,000 3,157,000 3,922,000 7,334,000 Total operating expenses 4,767,000 5,615,000 10,041,000 11,926,000 NET OPERATING LOSS (4,559,000) (5,505,000) (9,707,000) (11,641,000) OTHER INCOME (EXPENSE) Accrued interest expense (2,000) - (2,000) (187,000) Accretion of debt discount - - - (2,684,000) Beneficial conversion feature - - - (7,067,000) Other 1,000 - 15,000 5,000 Total other income (expense) (1,000) - 13,000 (9,933,000) NET LOSS $ (4,560,000) $ (5,505,000) $ (9,694,000) $ (21,574,000) Net loss attributable to common stockholders - basic and diluted Basic and diluted loss per common share $ (0.48) $ (0.65) $ (1.07) $ (3.00) Weighted-average number of shares outstanding, basic and diluted 9,548,000 8,413,090 9,066,000 7,199,829 See accompanying notes to condensed financial statements -2- Table of Contents SUPER LEAGUE GAMING, INC. CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) Three Months Ended June 30 Six Months Ended June 30 2020 2019 2020 2019 Common stock (Shares) Balance, beginning of period 8,595,742 8,368,833 8,573,922 4,610,109 Initial public offering of common stock, net of issuance costs (Note 6) - - - 2,272,727 Issuance of common stock at $3.50 per share, net of issuance costs (Note 6) 1,825,000 - 1,825,000 - Automatic conversion of convertible debt to common stock - - - 1,475,164 Common stock issued for Framerate Acquisition (Note 4) 32,936 134,422 32,936 134,422 Stock-based compensation 7,018 - 28,838 10,833 Warrant Exercises - 66,667 - 66,667 Balance, end of period 10,460,696 8,569,922 10,460,696 8,569,922 Common stock (Amount): Balance, beginning of period $ 18,000 $ 18,000 $ 18,000 $ 14,000 Initial public offering of common stock, net of issuance costs (Note 6) - - - 2,000 Issuance of common stock at $3.50 per share, net of issuance costs (Note 6) 2,000 - 2,000 - Automatic conversion of convertible debt to common stock - - - 2,000 Balance, end of period $ 20,000 $ 18,000 $ 20,000 $ 18,000 Additional paid-in-capital: Balance, beginning of period $ 99,914,000 $ 94,351,000 $ 99,237,000 $ 48,325,000 Initial public offering of common stock, net of issuance costs (Note 6) - - - 22,456,000 Issuance of common stock at $3.50 per share, net of issuance costs (Note 6) 5,951,000 - 5,951,000 - Automatic conversion of convertible debt to common stock - - - 13,791,000 Beneficial conversion feature - - - 7,067,000 Common stock issued for Framerate Acquisition (Note 4) - 1,000,000 - 1,000,000 Framerate Earn-Out (Note 4) - 454,000 - 454,000 Stock-based compensation 372,000 1,773,000 1,049,000 4,485,000 Warrant Exercises - 20,000 - 20,000 Balance, end of period $ 106,237,000 $ 97,598,000 $ 106,237,000 $ 97,598,000 Accumulated Deficit: Balance, beginning of period $ (90,946,000) $ (71,202,000) $ (85,812,000) $ (55,133,000) Net Loss (4,560,000) (5,505,000) (9,694,000) (21,574,000) Balance, end of period (95,506,000) (76,707,000) (95,506,000) (76,707,000) Total stockholders’ equity $ 10,751,000 $ 20,909,000 $ 10,751,000 $ 20,909,000 See accompanying notes to condensed financial statements -3- Table of Contents SUPER LEAGUE GAMING, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (9,694,000) $ (21,574,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 854,000 485,000 Stock-based compensation 1,099,000 4,529,000 Amortization of discount on convertible notes - 2,684,000 Beneficial conversion feature - 7,067,000 Changes in assets and liabilities: Accounts receivable (204,000) 33,000 Prepaid expenses and other current assets (484,000) (598,000) Accounts payable and accrued expenses (5,000) 284,000 Deferred revenue (151,000) 20,000 Accrued interest on convertible notes - 187,000 Net cash used in operating activities (8,585,000) (6,883,000) CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for acquisition of Framerate (Note 4) - (1,491,000) Purchase of property and equipment (6,000) (33,000) Capitalization of software development costs (691,000) (560,000) Acquisition of other intangible assets (72,000) (105,000) Net cash used in investing activities (769,000) (2,189,000) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock, net of issuance costs (Note 6) 5,953,000 22,458,000 Proceeds from note payable (Note 5) 1,200,000 - Proceeds from common stock purchase warrant exercises - 20,000 Net cash provided by financing activities 7,153,000 22,478,000 (DECREASE) INCREASE IN CASH (2,201,000) 13,406,000 Cash – beginning of period 8,442,000 2,774,000 Cash – end of period $ 6,241,000 $ 16,180,000 SUPPLEMENTAL NONCASH FINANCING ACTIVITIES Automatic conversion of convertible debt to common stock $ - $ 13,793,000 Issuance of common stock for Framerate Acquisition (Note 4) $ 245,000 $ 1,000,000 See accompanying notes to condensed financial statements -4- Table of Contents 1.
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