Super League Enterprise, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024 (“Evaluation Date”). Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025. Limitations on Effectiveness of Controls and Procedures Our disclosure controls and procedures are designed to provide reasonable assurance of achieving the desired control objectives. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgements and assumptions and cannot provide absolute assurance that its objectives will be met. The design of a control system must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Control over Financial Reporting Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. This process includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. 62 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the internal control over financial reporting to future periods are subject to risk that the internal control may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Management ’ s Assessment of the Effectiveness of our Internal Control Over Financial Reporting Management has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025. In conducting its evaluation, management used the framework set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under such framework, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025. Report of Independent Registered Public Accounting Firm We are an “smaller reporting company,” as defined in Rule 405 of the Securities Act and, accordingly, we are not required to provide the attestation report of our independent registered public accounting firm on our internal control over financial reporting required by Item 308(b) of Regulation S-K. Changes in Internal Control over Financial Reporting There have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting during the fiscal quarter ended December 31, 2025. ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) entered into contracts, instructions or written plans (each, a “Rule 10b5-1 Trading Plan” and collectively, the “Rule 10b5-1 Trading Plans”) for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information, other than as described below: During the fiscal quarter ended December 31, 2025, the following director(s) or officer(s) adopted or terminated a contract, instruction, or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c): ● Name and Title: Clayton Haynes, Chief Financial Officer ● Action: Adopted ● Date of Adoption: October 16, 2025 ● Duration: Two-year vesting period (Terminates December 19, 2027) ● Aggregate Number of Securities: 73,959 shares of common stock The plan provides for the automatic sale of shares to satisfy tax obligations based on specific tax calculations prepared by the Company’s payroll processor, to be provided to the applicable processing broker, intended to comply with Rule 10b5-1(c). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Except as provided below, in accordance with General Instruction G(3) to Form 10-K, certain information required by this Item is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders to be filed with the SEC no later than April 30, 2026. ITEM 11. EXECUTIVE COMPENSATION. Except as provided below, in accordance with General Instruction G(3) to Form 10-K, certain information required by this Item is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders to be filed with the SEC no later than April 30, 2026. 63 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Except as provided below, in accordance with General Instruction G(3) to Form 10-K, certain information required by this Item is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders to be filed with the SEC no later than April 30, 2026. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Except as provided below, in accordance with General Instruction G(3) to Form 10-K, certain information required by this Item is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders to be filed with the SEC no later than April 30, 2026. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Except as provided below, in accordance with General Instruction G(3) to Form 10-K, certain information required by this Item is incorporated herein by reference to our definitive proxy statement for our 2026 annual meeting of stockholders to be filed with the SEC no later than April 30, 2026. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit No. Name Incorporation by Reference 2.1 Agreement and Plan of Merger, dated March 9, 2021, by and among Super League Enterprise, Inc., SLG Merger Sub II, Inc., and Mobcrush, Inc. Exhibit 2.1 to the Current Report on Form 8-K, filed on March 11, 2021. 2.2 Amendment No. 1 to Agreement and Plan of Merger by and between Super League Enterprise, Inc., and Mobcrush Streaming, Inc., dated April 20, 2021. Exhibit 10.1 to the Current Report on Form 8-K, filed on April 21, 2021. 2.3 Asset Purchase Agreement, dated October 4, 2021, among Super League Enterprise, Inc., Bloxbiz Co., Samuel Drozdov, and Benjamin Khakshoor. Exhibit 2.1 to the Current Report on Form 8-K, filed on October 7, 2021. 2.4 Asset Purchase Agreement, by and between Super League Gaming, Inc., and Melon, Inc., dated May 4, 2023 Exhibit 2.3 to the Current Report on Form 8-K, filed on May 9, 2023. 2.5 Membership Interest Purchase and Sale Agreement, by and among Super League Enterprise, Inc., InPvP, LLC, and Mineville, LLC Exhibit 2.1 to the Current Report on Form 8-K, filed on May 22, 2025. 2.6 Asset Purchase Agreement by and between the Company and Esports Now, LLC, dated March 16, 2026 Exhibit 2.1 to the Current Report on Form 8-K, filed on March 20, 2026 3.1 Third Amended and Restated Certificate of Incorporation of Super League Enterprise, Inc., dated October 20, 2025. Exhibit 3.1 to the Current Report on Form 8-K, filed on October 22, 2025. 3.2 Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Super League Enterprise, Inc., dated January 23, 2026. Exhibit 3.1 to the Current Report on Form 8-K, filed on January 23, 2026 3.2 Second Amended and Restated Bylaws of Super League Enterprise, Inc. Exhibit 3.2 to the Registration Statement, filed on January 4, 2019. 3.3 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Super League Enterprise, Inc., dated February 8, 2019. Exhibit 3.3 to the Amendment No. 2 to the Registration Statement, filed on February 12, 2019. 3.4 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Super League Enterprise, Inc., dated July 24, 2020. Exhibit 3.1 to the Current Report on Form 8-K, filed on July 24, 2020. 3.5 Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock Exhibit 3.5 to the Annual Report on Form 10-K for the year ended December 31, 2022 3.6 Certificate of Designation of Preferences, Rights and Limitations of the Series A-2 Preferred Stock Exhibit 3.6 to the Annual Report on Form 10-K for the year ended December 31, 2022 3.7 Certificate of Designation of Preferences, Rights and Limitations of the Series A-3 Preferred Stock Exhibit 3.7 to the Annual Report on Form 10-K for the year ended December 31, 2022 3.8 Certificate of Designation of Preferences, Rights and Limitations of the Series A-4 Preferred Stock Exhibit 3.8 to the Annual Report on Form 10-K for the year ended December 31, 2022 3.9 Certificate of Designation of Preferences, Rights and Limitations of the Series A-5 Preferred Stock Exhibit 3.9 to the Annual Report on Form 10-K for the year ended December 31, 2022 3.10 Certificate of Designation of Preferences, Rights and Limitations of the Series AA Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K, filed on April 25, 2023 3.11 Certificate of Designation of Preferences, Rights and Limitations of the Series AA-2 Preferred Stock Exhibit 3.11 to the Annual Report on Form 10-K, filed April 15, 2024 3.12 Certificate of Cancellation of Designation of Preferences, Rights and Limitations of the Series AA-2 Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K filed January 28, 2026 3.13 Certificate of Designation of Preferences, Rights and Limitations of the Series AA-3 Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K, filed on May 4, 2023 3.14 Certificate of Cancellation of Designation of Preferences, Rights and Limitations of the Series AA-3 Preferred Stock Exhibit 3.2 to the Current Report on Form 8-K filed January 28, 2026 3.15 Certificate of Designation of Preferences, Rights and Limitations of the Series AA-4 Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K/A, filed on May 9, 2023, as amended on May 10, 2023. 3.16 Certificate of Cancellation of Designation of Preferences, Rights and Limitations of the Series AA-4 Preferred Stock Exhibit 3.3 to the Current Report on Form 8-K filed January 28, 2026 3.17 Certificate of Designation of Preferences, Rights and Limitations of the Series AA-5 Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K, filed on June 2, 2023 3.18 Certificate of Cancellation of Designation of Preferences, Rights and Limitations of the Series AA-5 Preferred Stock Exhibit 3.4 to the Current Report on Form 8-K filed January 28, 2026 3.19 Certificate of Amendment to Super League Gaming, Inc.’s Second Amended and Restated Certificate of Incorporation, as amended Exhibit 3.2 to the Current Report on Form 8-K, filed on June 2, 2023 64 Table of Contents 3.20 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, as Amended, of Super League Gaming, Inc. Exhibit 3.1 to the Current Report on Form 8-K, filed on September 8, 2023. 3.21 Certificate of Designation of Preferences, Rights and Limitations of the Series AAA Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K, filed on December 6, 2023 3.22 Certificate of Cancellation of Designation of Preferences, Rights and Limitations of the Series AAA Preferred Stock Exhibit 3.5 to the Current Report on Form 8-K filed January 28, 2026 3.23 Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-2 Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K, filed on December 22, 2023 3.24 Amendment to the Second Amended and Restated Bylaws of Super League Enterprise, Inc. Exhibit 3.1 to the Current Report on Form 8-K, filed on June 10, 2024. 3.25 Certificate of Designation of Preferences Rights and Limitations of the Series AAA Junior Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K, filed on July 2, 2024. 3.26 Certificate of Correction to Certificate of Designation of Preferences, Rights and Limitations of the Series AAA Junior Preferred Stock Exhibit 3.2 to the Current Report on Form 8-K, filed on September 23, 2024 3.27 Certificate of Cancellation of Designation of Preferences, Rights and Limitations of the Series AAA Junior Preferred Stock Exhibit 3.6 to the Current Report on Form 8-K filed January 28, 2026 3.28 Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-2 Junior Convertible Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K, filed on July 16, 2024 3.29 Certificate of Correction to Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-2 Junior Preferred Stock Exhibit 3.3 to the Current Report on Form 8-K, filed on September 23, 2024 3.30 Certificate of Cancellation of Designation of Preferences, Rights and Limitations of the Series AAA-2 Junior Preferred Stock Exhibit 3.7 to the Current Report on Form 8-K filed January 28, 2026 3.31 Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-3 Junior Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K, filed on September 23, 2024 3.32 Certificate of Cancellation of Designation of Preferences, Rights and Limitations of the Series AAA-3 Junior Preferred Stock Exhibit 3.8 to the Current Report on Form 8-K filed January 28, 2026 3.33 Certificate of Designation of Preferences, Rights and Limitations of the Series AAA-4 Junior Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K, filed October 1, 2024 3.34 Certificate of Cancellation of Designation of Preferences, Rights and Limitations of the Series AAA-4 Junior Preferred Stock Exhibit 3.9 to the Current Report on Form 8-K filed January 28, 2026 3.35 Certificate of Designation of Preferences, Rights and Limitations of the Series AAAA Jr. Exhibit 3.1 to the Current Report on Form 8-K filed July 14, 2026 3.36 Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock Exhibit 3.1 to the Current Report on Form 8-K filed September 18, 2025 3.37 Certificate of Designation of Preferences, Rights and Limitations of the Series C Senior Convertible Preferred Stock Exhibit 3.2 to the Current Report on Form 8-K filed October 22, 2025 4.1 Form of Common Stock Certificate. Exhibit 4.1 to the Amendment No. 2 to the Registration Statement, filed on February 12, 2019. 4.2 Form of Registration Rights Agreement, among Super League Enterprise, Inc. and certain accredited investors. Exhibit 4.2 to the Registration Statement on Form S-1, filed on January 4, 2019. 4.3 Common Stock Purchase Warrant dated June 16, 2017 issued to Ann Hand. Exhibit 4.3 to the Registration Statement on Form S-1, filed on January 4, 2019. 4.4 Form of 9.00% Secured Convertible Promissory Note. Exhibit 4.4 to the Registration Statement on Form S-1, filed on January 4, 2019. 4.5 Form of Callable Common Stock Purchase Warrant, issued to certain accredited investors. Exhibit 4.5 to the Registration Statement on Form S-1, filed on January 4, 2019. 4.6 Form of Representative’s Warrant. Exhibit 4.6 to the Amendment No. 2 to the Registration Statement on Form S-1, filed on February 12, 2019. 4.7 Form of May 2022 Convertible Promissory Note Exhibit 10.2 to the Current Report on Form 8-K, filed May 16, 2022. 4.8 Form of Placement Agent Warrant Exhibit 10.35 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed March 31, 2023 4.9 Form of Placement Agent Warrants Exhibit 10.3 to the Current Report on Form 8-K, filed on April 25, 2023 4.10 Form of Pre-Funded Warrant Exhibit 4.1 to the Current Report on Form 8-K filed on August 24, 2023 4.11 Form of Placement Agent Warrants Exhibit 10.5 to the Current Report on Form 8-K filed on December 6, 2023 4.12 Unsecured Promissory Note, dated August 1, 2024, issued to Sam Drozdov by Super League Enterprise, Inc. Exhibit 10.14 to the Quarterly Report on Form 10-Q filed on November 14, 2024 4.13 Unsecured Promissory Note, dated August 1, 2024, issued to Bloxbiz Co. by Super League Enterprise, Inc. Exhibit 10.15 to the Quarterly Report on Form 10-Q filed on November 14, 2024 4.14 Unsecured Promissory Note, dated August 1, 2024, issued to Ben Khakshoor by Super League Enterprise, Inc. Exhibit 10.16 to the Quarterly Report on Form 10-Q filed on November 14, 2024 4.15 Form of Unsecured Promissory Note, dated November 19, 2024 Exhibit 4.1 to the Current Report on Form 8-K filed on November 21, 2024 4.16 Confessed Judgment Secured Promissory Note, dated February 10, 2025, issued to Agile Capital Funding, LLC, by Super League Enterprise, Inc. Exhibit 4.1 to the Current Report on Form 8-K filed on November 21, 2024 65 Table of Contents 4.17 Form of 2025 Unsecured Convertible Promissory Note to be issued to Belleau Wood Capital, LP, or its assigns Exhibit 4.17 to the Annual Report on Form 10-K filed on March 31, 2025 4.18 Convertible Promissory Note, dated March 26, 2025, issued by Super League Enterprise, Inc., to 1800 Diagonal Lending LLC, or its registered assigns Exhibit 4.18 to the Annual Report on Form 10-K filed on March 31, 2025 4.19 Convertible Promissory Note issued by Super League Enterprise, Inc., to 1800 Diagonal Lending, LLC, on May 12, 2025 Exhibit 4.1 to the Current Report on Form 8-K filed on May 16, 2025 4.20 Pre-Funded Warrant, dated July 10, 2025, issued to Agile Capital Funding, LLC Exhibit 4.1 to the Current Report on Form 8-K filed July 14, 2025 4.21 Form of Pre-Funded Warrant Exhibit 4.2 to the Current Report on Form 8-K filed July 14, 2025 4.22 Convertible Promissory Note, dated July 10, 2025, issued to Yield Point NY, LLC by Super League Enterprise, Inc. Exhibit 4.3 to the Current Report on Form 8-K filed July 14, 2025 4.23 Common Stock Purchase Warrant, issued to Yield Point NY, LLC by Super League Enterprise, Inc. Exhibit 4.4 to the Current Report on Form 8-K filed July 14, 2025 4.24 Amended and Restated Unsecured Promissory Note issued by Super League Enterprise, Inc. to Belleau Wood Capital, LP, on August 11, 2025 Exhibit 4.2 to the Quarterly Report on Form 8-Q filed August 14, 2025 4.25 Form of October 2025 Pre-Funded Warrant to Purchase Common Stock Exhibit 4.1 to the Current Report on Form 8-K filed October 22, 2025 4.26 Form of October 2025 Common Stock Purchase Warrant Exhibit 4.2 to the Current Report on Form 8-K filed October 22, 2025 4.27 Form of Series B Common Stock Purchase Warrant Exhibit 4.3 to the Current Report on Form 8-K filed October 22, 2025 4.28 Form of Common Stock Purchase Warrant Exhibit 4.1 to the Current Report on Form 8-K filed March 20, 2026 4.29 Form of Pre-Funded Warrant to Purchase Common Stock Exhibit 4.2 to the Current Report on Form 8-K filed March 20, 2026 10.1† Super League Enterprise, Inc. Amended and Restated 2014 Stock Option and Incentive Plan. Exhibit 10.1 to the Registration Statement, filed on January 4, 2019. 10.2† Form of Stock Option Agreement under 2014 Stock Option and Incentive Plan. Exhibit 10.2 to the Registration Statement, filed on January 4, 2019. 10.3† Amended and Restated Employment Agreement, between Super League Enterprise, Inc. and Ann Hand, dated November 15, 2018. Exhibit 10.21 to the Registration Statement, filed on January 4, 2019. 10.4† Employment Agreement, between Super League Enterprise, Inc. and Matt Edelman, dated November 1, 2018. Exhibit 10.23 to the Registration Statement, filed on January 4, 2019. 10.5† Employment Agreement, between Super League Enterprise, Inc. and Clayton Haynes, dated November 1, 2018. Exhibit 10.24 to the Registration Statement, filed on January 4, 2019. 10.6 Form of Voting Agreement, dated March 2021. Exhibit 10.2 to the Current Report on Form 8-K, filed on March 11, 2021. 10.7 Form of Securities Purchase Agreement, dated March 19, 2021. Exhibit 10.1 to the Current Report on Form 8-K, filed on March 23, 2021. 10.8 Share Purchase Agreement, by and between Super League Enterprise, Inc. and Bannerfy Ltd., dated August 11, 2021. Exhibit 10.4 to the Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed August 16, 2021. 10.9† Executive Employment Agreement between Super League Gaming, Inc., and Ann Hand, dated January 5, 2022 Exhibit 10.1 to the Current Report on Form 8-K filed January 7, 2022. 10.10† Executive Employment Agreement between Super League Gaming, Inc., and Clayton Haynes, dated January 5, 2022 Exhibit 10.2 to the Current Report on Form 8-K filed January 7, 2022. 10.11† Executive Employment Agreement between Super League Gaming, Inc., and Matt Edelman, dated January 5, 2022 Exhibit 10.4 to the Current Report on Form 8-K filed January 7, 2022. 10.12 Common Stock Purchase Agreement, dated March 25, 2022, by and between Super League Enterprise, Inc. and Tumim Stone Capital LLC Exhibit 10.31 to the Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022. 10.13 Securities Purchase Agreement between Super League Gaming, Inc., and the investor signatories thereto, dated May 16, 2022 Exhibit 10.1 to the Current Report on Form 8-K, filed May 16, 2022. 10.14 Registration Rights Agreement between Super League Gaming, Inc., and the investor signatories thereto, dated May 16, 2022 Exhibit 10.3 to the Current Report on Form 8-K, filed May 16, 2022. 10.15 Form of Placement Agency Agreement Exhibit 10.32 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed March 31, 2023 10.16 Form of Series A Subscription Agreement Exhibit 10.33 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed March 31, 2023 10.17 Form of Series AA Subscription Agreement Exhibit 10.1 to the Current Report on Form 8-K, filed on April 25, 2023 10.18 Placement Agency Agreement by and between Aegis Capital Corp. and Super League Gaming, Inc., dated March 24, 2023. Exhibit 10.1 to the Current Report on Form 8-K, filed on June 2, 2023 10.19 Underwriting Agreement, dated August 21, 2023, between Super League Gaming, Inc. and Aegis Capital Corp. Exhibit 1.1 to the Current Report on Form 8-K filed on August 24, 2023 66 Table of Contents 10.20 Warrant Agency Agreement, dated August 23, 2023, between Super League Gaming, Inc and Direct Transfer, LLC Exhibit 4.2 to the Current Report on Form 8-K filed on August 24, 2023 10.21 Form of Series AAA Subscription Agreement Exhibit 10.1 to the Current Report on Form 8-K filed on December 6, 2023 10.22 Form of Registration Rights Agreement Exhibit 10.2 to the Current Report on Form 8-K filed on December 6, 2023 10.23 Form of Series A Exchange Agreement Exhibit 10.3 to the Current Report on Form 8-K filed on December 6, 2023 10.24 Form of Series AA Exchange Agreement Exhibit 10.4 to the Current Report on Form 8-K filed on December 6, 2023 10.25 Financing and Security Agreement, effective December 17, 2023, by and among Super League Enterprise, Inc., Mobcrush Streaming, Inc., InPvP, LLC and SLR Digital Finance, LLC Exhibit 10.1 to the Current Report on Form 8-K filed on December 22, 2023 10.26 Placement Agency Agreement, dated November 6, 2023, between Super League Enterprise, Inc., and Aegis Capital Corporation Exhibit 10.2 to the Current Report on Form 8-K filed on December 22, 2023 10.27 Mutual General Release and Settlement Agreement by and between 3i, LP, Nomis Bay Ltd. and BPY Limited and Super League Enterprise, Inc., dated March 12, 2024 Exhibit 10.1 to the Current Report on Form 8-K filed on March 15, 2024 10.28 Asset Purchase Agreement by and between Super League Enterprise, Inc. and GamerSafer, Inc. Exhibit 10.55 to the Annual Report on Form 10-K filed on April 15, 2024 10.29 Form of Series AAA Junior Subscription Agreement Exhibit 10.1 to the Current Report on Form 8-K filed on July 2, 2024. 10.30 ++ Form of Registration Rights Agreement++ Exhibit 10.2 to the Current Report on Form 8-K filed on July 2, 2024. 10.31 Placement Agency Agreement, dated June 3, 2024, by and between Super League Enterprise, Inc., and Aegis Capital Corporation Exhibit 10.1 to the Current Report on Form 8-K filed on July 16, 2024. 10.32 Form of Placement Agent Warrant Exhibit 10.2 to the Current Report on Form 8-K filed on July 16, 2024 10.33 ++ Form of Series AAA-4 Junior Subscription Agreement ++ Exhibit 10.1 to the Current Report on Form 8-K filed on September 23, 2024. 10.34 ++ Form of Registration Rights Agreement ++ Exhibit 10.2 to the Current Report on Form 8-K filed on September 23, 2024. 10.35 ++ Form of Investor Warrant ++ Exhibit 10.3 to the Current Report on Form 8-K filed on September 23, 2024. 10.36 Form of Placement Agent Warrant Exhibit 10.4 to the Current Report on Form 8-K filed on September 23, 2024. 10.37 Binding Term Sheet, dated September 30, 2024, between Super League Enterprise, Inc., and Infinite Reality, Inc. Exhibit 10.1 to the Current Report on Form 8-K filed on October 4, 2024. 10.38 Equity Exchange Agreement, dated September 30, 2024, by and between Super League Enterprise, Inc., and Infinite Reality, Inc. Exhibit 10.2 to the Current Report on Form 8-K filed on October 4, 2024. 10.39 Form of Securities Purchase Agreement, dated October 24, 2024 Exhibit 10.1 to the Current Report on Form 8-K filed on October 25, 2024. 10.40 Amended and Restated Equity Exchange Agreement, dated October 29, 2024 Exhibit 10.1 to the Current Report on Form 8-K filed on October 29, 2024. 10.41 Form of Indemnification Agreement Exhibit 10.2 to the Current Report on Form 8-K filed on October 29, 2024. 10.42 Form of Note Purchase Agreement, dated November 19, 2024 Exhibit 10.1 to the Current Report on Form 8-K filed on November 21, 2024 10.43 Business Loan and Security Agreement, dated February 10, 2025, between Super League Enterprise, Inc. and Agile Capital Funding, LLC++ Exhibit 10.1 to the Current Report on Form 8-K filed on February 14, 2025 10.44 Equity Purchase Agreement, dated February 14, 2025, between Super League Enterprise, Inc. and Hudson Global Ventures, LLC Exhibit 10.2 to the Current Report on Form 8-K filed on February 14, 2025 10.45 Registration Rights Agreement, dated February 14, 2025, between Super League Enterprise, Inc., and Hudson Global Ventures, LLC Exhibit 10.3 to the Current Report on Form 8-K filed on February 14, 2025 10.46 Securities Purchase Agreement, dated March 26, 2025, by and between Super League Enterprise, Inc., and 1800 Diagonal Lending, LLC Exhibit 10.73 to the Annual Report on Form 10-K filed on March 31, 2025. 10.47 Note Purchase Agreement, dated March 28, 2025, by and between Super League Enterprise, Inc. and Belleau Wood Capital, LP++ Exhibit 10.74 to the Annual Report on Form 10-K filed on March 31, 2025. 67 Table of Contents 10.48 Consulting Agreement, dated June 13, 2023, between Super League Enterprise, Inc., and Diamond Shoals, LLC Exhibit 10.75 to the Annual Report on Form 10-K filed on March 31, 2025. 10.49 Amended and Restated Consulting Agreement, effective as of October 6, 2023, by and between Super League Enterprise, Inc., and Diamond Shoals, LLC Exhibit 10.76 to the Annual Report on Form 10-K filed on March 31, 2025. 10.50 Amended Consulting Agreement, dated August 1, 2024, by and between Super League Enterprise, Inc., and Diamond Shoals, LLC Exhibit 10.77 to the Annual Report on Form 10-K filed on March 31, 2025. 10.51 Amended and Restated Consulting Agreement, dated March 28, 2025, by and between Super League Enterprise, Inc., and Diamond Shoals, LLC Exhibit 10.78 to the Annual Report on Form 10-K filed on March 31, 2025. 10.52 Addendum No. 1 to the Executive Employment Agreement between the Company and Matthew Edelman, dated April 1, 2025 Exhibit 10.79 to the Current Report on Form 8-K filed on April 3, 2025. 10.53 Addendum No. 1 to the Executive Employment Agreement between the Company and Ann Hand, dated April 1, 2025 Exhibit 10.80 to the Current Report on Form 8-K filed on April 3, 2025. 10.54 Addendum No. 1 to the Executive Employment Agreement between the Company and Clayton Haynes, dated April 1, 2025 Exhibit 10.81 to the Current Report on Form 8-K filed on April 3, 2025. 10.55 Amendment No. 1 to Convertible Promissory Note, dated April 30, 2025, by and between Super League Enterprise, Inc. and 1800 Diagonal Lending, LLC Exhibit 10.1 to the Current Report on Form 8-K filed on May 6, 2025. 10.56++ Underwriting Agreement dated May 9, 2025 by and between Super League Enterprise, Inc. and Aegis Capital Corp. Exhibit 10.1 to the Current Report on Form 8-K filed on May 12, 2025. 10.57 Securities Purchase Agreement, dated May 12, 2025, by and between Super League Enterprise, Inc., and 1800 Diagonal Lending, LLC. Exhibit 10.1 to the Current Report on Form 8-K filed on May 16, 2025. 10.58 Super League Enterprise, Inc. 2025 Omnibus Equity Incentive Plan Annex B to the Definitive Proxy Statement on Schedule 14A filed on May 19, 2025 10.59++ Underwriting Agreement dated May 29, 2025 by and between and Super League Enterprise, Inc. and Aegis Capital Corp. Exhibit 10.1 to the Current Report on Form 8-K filed on May 30, 2025. 10.60++ Placement Agent Agreement, dated May 30, 2025, between Super League Enterprise, Inc. and Aegis Capital Corp. Exhibit 1.1 to the Current Report on Form 8-K filed on June 2, 2025. 10.61++ Form of Securities Purchase Agreement, dated May 30, 2025, by and among Super League Enterprise, Inc. and the purchasers named therein Exhibit 10.1 to the Current Report on Form 8-K filed on June 2, 2025. 10.62 Amendment No. 1 to Unsecured Promissory Note, dated June 13, 2025, by and between Super League Enterprise, Inc., and Sam Drozdov. Exhibit 10.1 to the Current Report on Form 8-K filed on June 20, 2025. 10.63 Amendment No. 1 to Unsecured Promissory Note, dated June 13, 2025, by and between Super League Enterprise, Inc., and Ben Khakshoor. Exhibit 10.2 to the Current Report on Form 8-K filed on June 20, 2025. 10.64 Amendment No. 1 to Unsecured Promissory Note, dated June 13, 2025, by and between Super League Enterprise, Inc., and Firepit Partners Co. Exhibit 10.3 to the Current Report on Form 8-K filed on June 20, 2025. 10.65 Amendment No. 1 to Unsecured Promissory Note, dated June 13, 2025, by and between Super League Enterprise, Inc., and the non-employee member of the Board of Directors stated therein. Exhibit 10.4 to the Current Report on Form 8-K filed on June 20, 2025. 10.66 Exchange Agreement, dated July 7, 2025, by and between Super League Enterprise, Inc. and the Michael Keller Trust Exhibit 10.1 to the Current Report on Form 8-K filed on July 11, 2025. 10.67 Exchange Agreement, dated July 8, 2025 by and between Super League Enterprise, Inc., and Benjamin Khakshoor Exhibit 10.1 to the Current Report on Form 8-K filed on July 14, 2025. 10.68 Exchange Agreement, dated July 8, 2025 by and between Super League Enterprise, Inc., and Samuel Drozdov Exhibit 10.2 to the Current Report on Form 8-K filed on July 14, 2025. 10.69 Exchange Agreement, dated July 8, 2025 by and between Super League Enterprise, Inc., and Firepit Partners Co. Exhibit 10.3 to the Current Report on Form 8-K filed on July 14, 2025. 10.70 Exchange Agreement, dated July 10, 2025 by and among Super League Enterprise, Inc., Agile Capital Funding, LLC, and Agile Lending, LLC. Exhibit 10.4 to the Current Report on Form 8-K filed on July 14, 2025. 10.71 Equity Purchase Agreement dated July 10, 2025 by and between the Company and YieldPoint NY, LLC Exhibit 10.5 to the Current Report on Form 8-K filed on July 14, 2025. 10.72 Registration Rights Agreement dated July 10, 2025 by and between the Company and YieldPoint NY, LLC Exhibit 10.6 to the Current Report on Form 8-K filed on July 14, 2025. 10.73 Securities Purchase Agreement dated July 10, 2025, by and between the Company and Yield Point NY, LLC Exhibit 10.7 to the Current Report on Form 8-K filed on July 14, 2025. 10.74 Registration Rights Agreement, dated July 10, 2025, by and between the Company and Yield Point NY, LLC Exhibit 10.8 to the Current Report on Form 8-K filed on July 14, 2025. 68 Table of Contents 10.75 Security Agreement, dated July 10, 2025, by and between the Company and Yield Point NY, LLC Exhibit 10.9 to the Current Report on Form 8-K filed on July 14, 2025. 10.76 Form of Exchange Agreement by and between Super League Enterprise, Inc., and certain Preferred Stockholders Exhibit 10.1 to the Current Report on Form 8-K filed on September 18, 2025. 10.77 Amendment No. 1 to Secured Convertible Promissory Note, dated September 30, 2025, by and between Super League Enterprise, Inc., and Yield Point NY, LLC Exhibit 10.1 to the Current Report on Form 8-K filed on September 30, 2025. 10.78 Amendment No. 1 to the 2025 Omnibus Equity Incentive Plan Annex I to the Definitive Proxy Statement on Schedule 14A filed on October 2, 2025 10.79 Form of October 2025 Securities Purchase Agreement Exhibit 10.1 to the Current Report on Form 8-K filed on October 22, 2025. 10.80 Form of October 2025 Registration Rights Agreement Exhibit 10.2 to the Current Report on Form 8-K filed on October 22, 2025. 10.81 Exchange Agreement, dated October 22, 2025, by and between Super League Enterprise, Inc., and Yield Point NY, LLC Exhibit 10.3 to the Current Report on Form 8-K filed on October 22, 2025. 10.82 Exchange Agreement, effective October 22, 2025, by and between Super League Enterprise and Belleau Wood Capital, LP Exhibit 10.4 to the Current Report on Form 8-K filed on October 22, 2025. 10.83 Placement Agency Agreement, dated October 22, 2025, by and between Super League Enterprise and Aegis Capital Corp. Exhibit 10.5 to the Current Report on Form 8-K filed on October 22, 2025. 10.84 Placement Agency Agreement, dated October 22, 2025, by and between Super League Enterprise and Aegis Capital Corp. Exhibit 10.1 to the Current Report on Form 8-K filed on October 28, 2025. 10.85 Asset Purchase Agreement by and between the Company and Let’s Bounce, Inc. dated January 6, 2026 Exhibit 10.1 to the Current Report on Form 8-K filed on January 7, 2026. 10.86 Employment Agreement by and between the Company and Matthew Edelman dated January 1, 2026 Exhibit 10.2 to the Current Report on Form 8-K filed on January 7, 2026. 10.87 Employment Agreement by and between the Company and Clayton Haynes dated January 1, 2026 Exhibit 10.3 to the Current Report on Form 8-K filed on January 7, 2026. 10.88 Form of Registration Rights Agreement Exhibit 10.1 to the Current Report on Form 8-K filed on March 20, 2026. 14.1 Super League Enterprise, Inc. Code of Business Conduct and Ethics. Exhibit 14.1 to the Registration Statement on Form S-1 filed on January 4, 2019. 19.1 Super League Enterprise, Inc. Insider Trading Policy Exhibit 19.1 to the Annual Report on Form 10-K filed on March 31, 2025 23.1* Consent of Independent Registered Public Accounting Firm – WithumSmith+Brown, PC Filed herewith. 31.1* Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. Filed herewith. 31.2** Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. Furnished herewith. 32.1** Certification Pursuant to Section 906 of the Sarbanes-Oxley Act. Furnished herewith. 97.1 Super League Enterprise, Inc. Clawback Policy Exhibit 97.1 to the Annual Report on Form 10-K filed on April 15, 2024 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101) * Filed herewith. ** Furnished herewith. † Identifies exhibits that consist of a management contract or compensatory plan or arrangement. + Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule 406 under the Securities Act of 1933, as amended, and Rule 24b-2 under the Securities Exchange Act of 1934, as amended (together, the “Rules”). In accordance with the Rules, these confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission. ++ Certain portions of this exhibit (indicated by “[*****]”) have been omitted as the Company has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Company if publicly disclosed. 69 Table of Contents INDEX TO FINANCIAL STATEMENTS SUPER LEAGUE ENTERPRISE, INC. Page Report of Independent Registered Public Accounting Firm (WithumSmith+Brown, PC; Whippany, New Jersey; PCAOB ID Number 100) F-2 Financial Statements for the Years Ended December 31, 2025 and 2024 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-5 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-8 Notes to Consolidated Financial Statements F-9 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Super League Enterprise, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Super League Enterprise, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue Recognition- Fixed Fee Description of the Matter As disclosed in Note 2 to the consolidated financial statements, the Company continues to generate revenue from (i) innovative advertising including immersive game world and experience publishing and in-game media products, (ii) content and technology through the production and distribution of our own, advertiser and third-party content, and (iii) direct to consumer offers, including in-game items, e-commerce and digital collectibles. A portion of the Company’s contracts with customers are recognized over time on a percentage of completion basis. In the case of a contract not being completed at period end, the Company estimates the percentage of contract completion at period end. The Company did so by using the input method, measuring the hours incurred against the total hours expected to be incurred throughout the entire contract to calculate the revenue to be recognized in the current period. Subjective auditor judgment and an increased extent of effort was required to evaluate the accounting for fixed fee revenue recognition due to the complexity involved in testing the Company’s total hours expected to be incurred throughout the contract. F-2 Table of Contents Audit Response Our audit procedures to test the estimates and assumptions surrounding the fixed fee revenue recognition included obtaining a report downloaded directly from the Company’s time-tracking software that detailed the hours incurred on a specific job. We obtained an understanding of the Company’s system configuration, user access controls, deal lifecycle, and revenue management processes, noting clearly defined roles and permissions, strong deal validation controls, and structured revenue tracking and reporting that support effective operational oversight and reliable financial reporting. We tested the estimated hours used by management to determine revenue recognition and retrospectively reviewed past fixed fee contracts to ensure total estimated hours were materially accurate. We obtained total hours incurred, then compared this against the total hours expected to be incurred throughout the contract to recalculate the revenue recognized. We also tested for proper revenue recognition cut-off. Fair value/Classification of Equity Instruments - (Capital Raise - Equity Classified Warrants Issued in the $20M PIPE Financing) Description of the Matter As described in Note 7 to the consolidated financial statements, the Company completed a $20,000,000 private investment in public equity (“PIPE”) financing that included prefunded warrants and warrants to purchase common stock. This matter was critical because determining whether the warrants met the equity classification criteria under Accounting Standards Codification (“ASC”) 815‑40 required significant auditor judgment, including the evaluation of complex contractual terms and settlement provisions. A different conclusion could have resulted in liability classification of the warrants and the recognition of changes in fair value through earnings, which would have had a material impact on the consolidated financial statements. Audit Response Our audit procedures related to the evaluation of the warrants’ equity classification included, among others, reading and evaluating the warrant agreements; assessing management’s analysis of the warrants under ASC 815‑40; evaluating whether the warrants met the equity classification conditions; involving professionals with specialized accounting knowledge to assist in evaluating the technical accounting conclusions; and assessing the adequacy of the related disclosures in the consolidated financial statements. Fair value of convertible debt/conversion - (YP Note/Warrant Exchange to Preferred Stock Series C and New YP Warrant) Description of the Matter As described in Note 7 to the consolidated financial statements, during the year ended December 31, 2025, the Company entered into exchange agreements with YP related to its outstanding convertible notes, pursuant to which a portion of the notes was converted into common stock and the remaining balance was exchanged for newly issued Series C Preferred Stock. In addition, the warrants issued in the original agreement were replaced with new warrants in the exchange agreement. We identified the accounting for the partial conversion and exchange of the convertible notes as a critical audit matter because the evaluation of whether the transaction qualified as a debt extinguishment under ASC 470 required significant auditor judgment, including the determination of the reacquisition price based on the fair value of the preferred stock issued and the incremental fair value of the replacement warrants, as well as the evaluation of key valuation assumptions. Audit Response We obtained and analyzed the technical memo from the Company to ensure it complied with ASC 470 and ASC 815. We utilized the knowledge, experience and expertise of our internal valuation specialists to execute the planned audit procedures related to the valuation by assessing the reasonableness of the methodologies employed to value the convertible debt, Series C Preferred stock, and both the original and new warrants. We also tested the underlying assumptions utilized in the Black-Scholes option pricing models. F-3 Table of Contents Fair value/Classification of Equity Instruments - (Down round - deemed dividend) Description of the Matter As described in Note 7 to the consolidated financial statements, on July 10, 2025 the Company completed the YP financing transaction at a price below the conversion price of its outstanding convertible preferred stock, which resulted in a downward adjustment to the conversion price pursuant to anti‑dilution provisions and the recognition of a deemed dividend. We identified the accounting for the down round as a critical audit matter because the determination of the deemed dividend amount required significant auditor judgment, including the use of an option‑pricing model incorporating Level 3 inputs, and because the deemed dividend had a material impact on earnings per share. Audit Response We obtained and analyzed the technical memo from the Company to ensure it complied with accounting principles generally accepted in the United States of America. We utilized the knowledge, experience and expertise of our internal valuation specialists to execute the planned audit procedures related to the valuation by assessing the reasonableness of the methodologies employed to value the convertible preferred stock before and after the triggering of the down round provision. We also tested the underlying assumptions utilized in the Black-Scholes option pricing models. /s/ WithumSmith+Brown, PC We have served as the Company's auditor since 2023. Whippany, New Jersey March 31, 2026 PCAOB ID Number 100 F-4 Table of Contents SUPER LEAGUE ENTERPRISE, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In U.S. dollars, rounded to the nearest thousands, except share and per share data) 2025 2024 ASSETS Current Assets Cash and cash equivalents $ 14,390,000 $ 1,310,000 Accounts receivable 2,453,000 3,766,000 Prepaid expense and other current assets 1,369,000 677,000 Total current assets 18,212,000 5,753,000 Property and equipment, net 8,000 24,000 Intangible and other assets, net 1,785,000 4,070,000 Goodwill 1,864,000 1,864,000 Total assets $ 21,869,000 $ 11,711,000 LIABILITIES AND STOCKHOLDERS ’ EQUITY Current Liabilities Accounts payable and accrued expenses $ 3,614,000 $ 5,282,000 Accrued contingent consideration - 138,000 Promissory note - contingent consideration - 1,735,000 Contract liabilities 566,000 50,000 Secured loan – SLR Facility - 24,000 Promissory notes payable and accrued interest - 1,707,000 Promissory notes payable and accrued interest – related party - 1,509,000 Total current liabilities 4,180,000 10,445,000 Deferred taxes 147,000 161,000 Warrant liability 8,000 935,000 Total liabilities 4,335,000 11,541,000 Commitments and Contingencies (Note 10) Stockholders’ Equity (1) Preferred stock, par value $ 0.001 per share; 10,000,000 shares authorized; 98,636 and 17,499 shares issued and outstanding as of December 31, 2025 and 2024, respectively - - Common stock, par value $ 0.001 per share; 750,000,000 shares authorized; 1,129,901 and 33,801 shares issued and outstanding as of December 31, 2025 and 2024, respectively 94,000 94,000 Additional paid-in capital 307,402,000 270,111,000 Accumulated deficit ( 289,962,000 ) ( 270,035,000 ) Total stockholders’ equity 17,534,000 170,000 Total liabilities and stockholders’ equity $ 21,869,000 $ 11,711,000 (1) Refer to Note 1 for information regarding Reverse Stock Split effective January 23, 2026. The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents SUPER LEAGUE ENTERPRISE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In U.S. dollars, rounded to the nearest thousands, except share and per share data) 2025 2024 REVENUES $ 11,342,000 $ 16,182,000 COST OF REVENUES 6,749,000 10,080,000 GROSS PROFIT 4,593,000 6,102,000 OPERATING EXPENSE (INCOME) Selling, marketing and advertising 7,535,000 9,822,000 Engineering, technology and development 2,912,000 4,447,000 General and administrative 7,213,000 8,731,000 Contingent consideration ( 14,000 ) ( 144,000 ) Total operating expense 17,646,000 22,856,000 NET OPERATING LOSS ( 13,053,000 ) ( 16,754,000 ) OTHER INCOME (EXPENSE) Gain on sale of intangible assets 343,000 183,000 Interest expense, including change in fair value of promissory notes carried at fair value ( 8,435,000 ) ( 559,000 ) Loss on extinguishment of liability - contingent consideration ( 161,000 ) ( 336,000 ) Change in fair value of warrant liability 1,183,000 1,115,000 Debt issuance costs ( 554,000 ) - Other ( 49,000 ) ( 123,000 ) Total other income (expense) ( 7,673,000 ) 280,000 LOSS BEFORE BENEFIT FROM (PROVISION FOR) INCOME TAXES ( 20,726,000 ) ( 16,474,000 ) Benefit from (provision for) income taxes 9,000 ( 161,000 ) NET LOSS $ ( 20,717,000 ) $ ( 16,635,000 ) Net loss per share attributable to common stockholders – basic and diluted Basic and diluted loss per common share (1) $ ( 40.43 ) $ ( 1,123.63 ) Weighted-average number of common shares outstanding, basic and diluted (2) 492,868 18,708 (1) Refer to Note 2 for calculation of net loss attributable to common stockholders (2) Refer to Note 1 for information regarding Reverse Stock Split effective January 23, 2026. The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents SUPER LEAGUE ENTERPRISE, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In U.S. dollars, rounded to the nearest thousands, except share and per share data) 2025 2024 Preferred stock (Shares): Balance, beginning of period 17,499 23,656 Issuance of Series AAAA Junior preferred stock at $ 1.00 per share – RP Note Exchange 1,500,000 - Issuance of Series AAAA Junior preferred stock at $ 1.00 per share – Super Biz Note Exchange 1,894,964 - Issuance of Series B Preferred Stock in exchange for Series AA, AAA and AAA Junior Preferred Stock 16,321 - Issuance of Series C Preferred Stock – YP Note Exchange 1,153 Issuance of Series AAA Junior preferred stock at $ 1,000 per share - 1,210 Issuance of Series AAA-2 Junior preferred stock at $ 1,000 per share - 551 Issuance of Series AAA-3 Junior preferred stock at $ 1,000 per share - 697 Issuance of Series AAA-4 Junior preferred stock at $ 1,000 per share - 399 Conversions of Series A Preferred stock into common stock ( 780 ) ( 2,169 ) Conversions of Series AA Preferred stock into common stock ( 60 ) ( 1,936 ) Conversions of Series AAA Preferred stock into common stock ( 170 ) ( 3,954 ) Conversions of Series AAA Junior Preferred stock into common stock ( 98 ) ( 955 ) Exchange of Series AA, AAA and AAA Junior Preferred Stock into Series B Preferred Stock ( 16,321 ) - Conversion of Series AAAA Junior preferred stock into common stock ( 3,297,551 ) - Conversion of Series B Preferred Stock into common stock ( 16,321 ) - Balance, end of year 98,636 17,499 Preferred stock (Amount, at Par Value): Balance, beginning of period $ - $ - Issuance of Series AAAA Junior preferred stock at $ 1.00 per share – RP Note Exchange 2,000 - Issuance of Series AAAA Junior preferred stock at $ 1.00 per share – Super Biz Note Exchange 2,000 - Issuance of Series B Preferred Stock in exchange for Series AA, AAA and AAA Junior Preferred Stock - - Issuance of Series C Preferred Stock – YP Note Exchange - - Issuance of Series AAA Junior preferred stock at $ 1,000 per share - - Issuance of Series AAA-2 Junior preferred stock at $ 1,000 per share - - Issuance of Series AAA-3 Junior preferred stock at $ 1,000 per share - - Issuance of Series AAA-4 Junior preferred stock at $ 1,000 per share - - Conversions of Series A Preferred stock into common stock - - Conversions of Series AA Preferred stock into common stock - - Conversions of Series AAA Preferred stock into common stock - - Conversions of Series AAA Junior Preferred stock into common stock - - Exchange of Series AA, AAA and AAA Junior Preferred Stock into Series B Preferred Stock - - Conversion of Series AAAA Junior preferred stock into common stock ( 4,000 ) - Conversion of Series B Preferred Stock into common stock - - Balance, end of year $ - $ - Common stock (Shares): Balance, beginning of period 33,801 9,947 Issuance of common stock, net of issuance costs 33,130 2,367 Issuance of October PIPE Shares, net of issuance costs 332,083 Exercise of October PIPE Prefunded Warrants 147,083 - Exercise of YP ELOC Prefunded Warrants -commitment shares 25,000 - Common stock issued in connection with Hudson ELOC 1,494 - Commitment Shares – Hudson ELOC 625 - Conversion of Belleau Wood Note into common stock 85,120 - Conversion of YP Note into common stock 136,834 - Issuance of common stock - Agile II Exchange 18,093 - Conversion of 1800 Diagonal Note I and Diagonal Note II 27,771 - Common stock issued for Melon Acquisition 75 151 Common stock issued for Super Biz Acquisition 547 64 Stock-based compensation 25,240 1,232 Conversion of Series A preferred stock into common stock 147 419 Conversion of Series AA preferred stock into common stock 67 2,075 Conversion of Series AAA preferred stock into common stock 270 4,861 Conversion of Series AAA Junior preferred stock into common stock 167 1,592 Conversion of Series AAAA Junior preferred stock into common stock 55,967 - Conversion of Series B Preferred Stock into common stock 194,422 - Preferred stock dividends paid – common stock 8,069 8,909 Issuance of common stock in settlement of legal matter 2,416 2,184 Consulting fees 1,480 - Balance, end of year 1,129,901 33,801 Common stock (Amount, at Par Value): Balance, beginning of period $ 94,000 $ 81,000 Issuance of common stock, net of issuance costs 17,000 1,000 Issuance of October PIPE Shares, net of issuance costs 4,000 - Exercise of October PIPE Prefunded Warrants 2,000 - Exercise of YP ELOC Prefunded Warrants -commitment shares - - Common stock issued in connection with Hudson ELOC - - Commitment Shares – Hudson ELOC - - Conversion of Belleau Wood Note into common stock 1,000 - Conversion of YP Note into common stock 2,000 - Issuance of common stock - Agile II Exchange - - Conversion of 1800 Diagonal Note I and Diagonal Note II - - Common stock issued for Melon Acquisition - - Common stock issued for Super Biz Acquisition - - Stock-based compensation 2,000 - Conversion of Series A preferred stock into common stock - - Conversion of Series AA preferred stock into common stock - - Conversion of Series AAA preferred stock into common stock - 4,000 Conversion of Series AAA Junior preferred stock into common stock - - Conversion of Series AAAA Jr. Preferred Stock into common Stock 1,000 - Conversion of Series B Preferred Stock into common stock 2,000 - Preferred stock dividends paid – common stock 1,000 7,000 Issuance of common stock in settlement of legal matter 2,000 1,000 Reverse stock split ( 34,000 ) - Balance, end of year $ 94,000 $ 94,000 Additional paid-in capital: Balance, beginning of period $ 270,111,000 $ 258,923,000 Issuance of common stock, net of issuance costs 1,628,000 999,000 Issuance of October PIPE Shares, net of issuance costs 1,976,000 - Issuance of October PIPE Prefunded Warrants, net of issuance costs 8,769,000 - Issuance of October 2025 PIPE Warrants, net of issuance costs 7,879,000 - Conversion of 1800 Diagonal Note I and Diagonal Note II 476,000 - Exercise of YP ELOC Prefunded Warrants 600,000 - Common stock issued in connection with Hudson ELOC 231,000 - Commitment Shares – Hudson ELOC 138,000 - Conversion of Belleau Wood Note 2,924,000 - Conversion of YP Note to Common Stock 1,952,000 - Issuance of Series C Preferred Stock – YP Note Exchange 2,808,000 - Issuance of Series AAAA Junior preferred stock at $ 1.00 per share – RP Note Exchange 1,499,000 - Issuance of Series AAAA Junior preferred stock at $ 1.00 per share – Super Biz Note Exchange 1,895,000 - Issuance of common stock - Agile II Exchange 1,439,000 - Reclassification of Original YP Warrant to Equity 1,679,000 - Issuance of Series AAA Junior preferred stock at $ 1,000 per share, net of issuance costs - 751,000 Series AAA Junior preferred stock noncash issuance costs – incremental fair value in connection with modifications to certain existing AIRs - 294,000 Issuance of Series AAA-2 Junior preferred stock at $ 1,000 per share, net of issuance costs - 453,000 Issuance of Series AAA-3 Junior preferred stock at $ 1,000 per share, net of issuance costs - 529,000 Issuance of Series AAA-4 Junior preferred stock at $ 1,000 per share, net of issuance costs - 366,000 Common stock purchase warrants issued – Series AAA-3 and Series AAA-4 Junior preferred stock - ( 346,000 ) Exchange of Series AA, AAA, AAA Junior Preferred Stock to Series B Preferred Stock – issuance costs ( 56,000 ) - Conversion of Series A, AA and AAA preferred stock into common stock - ( 3,000 ) Preferred stock dividends paid – common stock 290,000 4,381,000 Deemed dividend on exchange of Series AA, AAA and AAA Junior Preferred Stock for Series B Preferred Stock ( 7,685,000 ) - Deemed dividend on Series AAA and AAA Junior Preferred Stock – down round 308,000 - Deemed dividend on issuance of Series B Warrants 6,296,000 - Common stock purchase warrants issued to placement agent - ( 134,000 ) Common stock issued for Melon Acquisition 8,000 90,000 Common stock issued for Super Biz Acquisition - 38,000 Stock-based compensation 1,839,000 1,209,000 Issuance of common stock and incremental fair value in connection with modifications to certain existing AIRs in settlement of legal matters - 1,723,000 Consulting fees 324,000 281,000 Reverse stock split 34,000 - Issuance of common stock in settlement of legal matter 40,000 - Other - 557,000 Balance, end of year $ 307,402,000 $ 270,111,000 Accumulated Deficit: Balance, beginning of period $ ( 270,035,000 ) $ ( 249,014,000 ) Deemed dividend on exchange of Series AA, AAA and AAA Junior Preferred Stock for Series B Preferred Stock 7,685,000 - Deemed dividend – Issuance of Series B Warrants ( 6,296,000 ) - Deemed dividend on Series AA, AAA and AAA Junior preferred stock – down round ( 308,000 ) - Preferred stock dividends paid – common stock ( 291,000 ) ( 4,386,000 ) Net loss ( 20,717,000 ) ( 16,635,000 ) Balance, end of year $ ( 289,962,000 ) $ ( 270,035,000 ) Total stockholders’ equity $ 17,534,000 $ 170,000 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents SUPER LEAGUE ENTERPRISE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In U.S. dollars, rounded to the nearest thousands) 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 20,717,000 ) $ ( 16,635,000 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,193,000 2,612,000 Stock-based compensation 2,311,000 1,289,000 Change in fair value of warrant liability ( 1,183,000 ) ( 1,115,000 ) Change in fair value of contingent consideration - ( 252,000 ) Change in fair value of debt 7,036,000 163,000 Gain on sale of intangible assets - ( 183,000 ) Loss on extinguishment of liability – contingent consideration 161,000 336,000 Fair value of noncash legal settlement and other noncash charges 42,000 959,000 Debt issuance costs 554,000 - Changes in operating assets and liabilities: Accounts receivable 505,000 4,521,000 Prepaid expense and other current assets ( 258,000 ) 821,000 Accounts payable and accrued expense ( 1,818,000 ) ( 3,960,000 ) Accrued contingent consideration - ( 20,000 ) Contract liabilities 516,000 ( 289,000 ) Deferred taxes ( 14,000 ) 161,000 Accrued interest on notes payable - 130,000 Net cash used in operating activities ( 10,672,000 ) ( 11,462,000 ) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of Mineville Assets 350,000 - Proceeds from sale of Minehut Assets 808,000 192,000 Purchase of property and equipment - ( 23,000 ) Capitalization of software development costs ( 207,000 ) ( 452,000 ) Acquisition of other intangible and other assets ( 35,000 ) - Net cash provided by (used in) investing activities 916,000 ( 283,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of preferred stock, net of issuance costs - 2,393,000 Proceeds from issuance of common stock, net of issuance costs 20,687,000 1,000,000 Proceeds from notes payable, net of debt issuance costs 7,607,000 3,257,000 Payments on notes payable ( 5,318,000 ) ( 396,000 ) Proceeds from accounts receivable facility 429,000 1,174,000 Payments on accounts receivable facility ( 453,000 ) ( 1,950,000 ) Contingent consideration payments ( 116,000 ) ( 32,000 ) Net cash provided by financing activities 22,836,000 5,446,000 CHANGE IN CASH AND CASH EQUIVALENTS 13,080,000 ( 6,299,000 ) CASH AND CASH EQUIVALENTS – beginning of year 1,310,000 7,609,000 CASH AND CASH EQUIVALENTS – end of year $ 14,390,000 $ 1,310,000 Cash paid for interest $ 1,274,000 $ 295,000 SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES Issuance of equity securities in exchange for debt, net $ 7,396,000 $ - Commitment shares issued in connection with YP ELOC 600,000 - Commitment shares issued in connection with Hudson ELOC 159,000 - Issuance of common stock in connection with legal settlement 42,000 1,440,000 Issuance of common stock in connection with Melon Acquisition 8,000 90,000 Common stock issued in connection with Super Biz Note 336,000 - Issuance of common stock in connection with the payment of Super Biz Contingent Consideration - 38,000 Series AAA Junior preferred stock noncash issuance costs – incremental fair value in connection with modifications to certain AIRs - 294,000 Issuance of Super Biz Note in connection with extinguishment of accrued contingent consideration liability - 1,765,000 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents SUPER LEAGUE ENTERPRISE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. F-9 Table of Contents 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. As a result, the Company eliminated approximately $ 7.4 million of principal and accrued interest obligations that would otherwise have required cash settlement in future periods, eliminating the Company’s debt obligations and related future cash commitments. Refer to Notes 5 and Note 6 for additional information regarding the exchange or conversion of debt for equity during the year ended December 31, 2025. Operating Cost Reductions Since approximately May 2024, the Company implemented a number of operating expense reduction initiatives designed to decrease future operating cash outflow requirements. These actions included workforce optimization, vendor contract renegotiations, reduced discretionary spending, and restructuring of non-core activities. Excluding noncash charges, these operating expense reductions resulted in a decrease in operating expense of approximately 31 % for the year ended December 31, 2025 compared to the year ended December 31, 2024. Considerations as of the Date of Issuance of Financial Statements In connection with preparing the Company’s financial statements as of and for the year ended December 31, 2025, management evaluated whether conditions and events raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued, in accordance with Accounting Standards Codification ("ASC") 205-40, “Presentation of Financial Statements”—Going Concern (“ASC 205-40”). Based on, (i) cash and cash equivalents on hand as of the issuance date of these financial statements, (ii) net proceeds from the equity financings completed as of December 31, 2025, (iii) elimination of future cash obligations resulting from the conversion of debt into equity, and (iv) realized reductions in operating expense, management believes that the Company will have sufficient liquidity to meet its obligations as they become due for at least the twelve-month period following the issuance date of these financial statements as contemplated by ASC 205-40. Accordingly, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has been alleviated. Smaller Reporting Company Status and Disclosure of Critical Audit Matters in the Auditors ’ Opinion We are a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. Upon the completion of the Company’s initial public offering in February 2019, the Company elected to report as an “emerging growth company” (as defined in the JOBS Act) under the reporting rules set forth under the Exchange Act, which allowed the Company to take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies,” including but not limited to, the following: ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; ● taking advantage of extensions of time to comply with certain new or revised financial accounting standards; ● being permitted to comply with reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements; and ● being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We were eligible to remain an “emerging growth company” for five years from the date of the Company’s initial public offering, and as such, ceased being an “emerging growth company” as of Fiscal Year 2024. However, as described above the Company continues to be a “smaller reporting company.” As a result of no longer qualifying for “emerging growth company” status, the Company’s independent auditors, commencing with their audit of the Company’s financial statements as of and for the years ended December 31, 2025 and 2024, are required by the Public Company Accounting Oversight Board (“PCAOB”) to include a description of Critical Audit Matters (“CAMs”) as a component of their audit opinion commencing with the audit of the Company’s financial statements for the year ended December 31, 2024. F-10 Table of Contents A CAM is defined as any matter arising from the audit of the financial statements that was communicated or required to be communicated to the audit committee, as a component of typical and customary matters required to be communicated to the audit committee each year and that: ● Relates to accounts or disclosures that are material to the financial statements; and ● Involved especially challenging, subjective, or complex auditor judgment. The PCAOB requires auditors to communicate with the Company's audit committee regarding certain matters related to the conduct of their audit, including information about the overall audit strategy, timing of the audit and the significant risks identified during the auditor's risk assessment procedures. As described by the PCAOB, CAMs are intended to enhance the auditor’s report to provide audit-specific information that is meaningful to investors and other financial statement users. Further, the purpose of CAMs is to shed light on certain matters in an audit that involved especially challenging, subjective, or complex auditor judgment. For the years ended December 31, 2025 and 2024, the Company’s auditors have included descriptions of CAMs as described in their audit opinion under “Critical Audit Matters.” 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The financial statements include the accounts of the Company and its wholly owned subsidiaries, if any. All intercompany accounts and transactions have been eliminated in consolidation, if any. As of December 31, 2025, the Company had no wholly owned subsidiaries. Mobcrush Streaming, Inc. was dissolved effective May 14, 2025. InPvP, LLC was sold in May 2025, as described at Note 4. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from these estimates. The Company believes that, of the significant accounting policies described herein, the accounting policies associated with revenue recognition, impairment of intangibles, stock-based compensation expense, accounting for business combinations and related contingent consideration, derecognition of assets, accounting for debt, including estimates and assumptions used to calculate the fair value of debt instruments, accounting for debt modifications, exchanges and extinguishments, accounting for derivatives, including estimates and assumptions used to calculate the fair value of derivative instruments, accounting for convertible preferred stock, including modifications and exchanges of equity and equity-linked instruments, accounting for warrant liabilities and accounting for income taxes and valuation allowances against net deferred tax assets, require its most difficult, subjective, or complex judgements. Revenue Recognition Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services and when the customer obtains control of the goods or services. In this regard, revenue is recognized when (i) the parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations; (ii) the entity can identify each party’s rights regarding the goods or services to be transferred; (iii) the entity can identify the payment terms for the goods or services to be transferred; (iv) the contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract); and (v) it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Transaction prices are based on the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, if any. The Company considers the explicit terms of the revenue contract, which are typically written and executed by the parties, the Company’s customary business practices, the nature, timing, and the amount of consideration promised by a customer in connection with determining the transaction price for the Company's revenue arrangements. Refunds and sales returns historically have not been material. F-11 Table of Contents The Company generates revenue from brands and agencies by executing programs targeting U.S. audiences that include (i) mini-games and experiences within Roblox, Minecraft, and Fortnite, (ii) playable and rewarded video ads in mobile and immersive environments, (iii) in-game ads across mobile and PC, (iv) connected TV gaming applications and sponsorships, (v) custom integrations within games, (vi) interactive characters, and (vii) influencer content across social and digital video platforms. An additional emerging revenue source includes participation in revenue generated by select game properties. The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction and is evaluated on a transaction-by-transaction basis. To the extent the Company acts as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the goods or services prior to transfer to the customer. Where applicable, the Company has determined that it acts as the principal in all of its media and advertising, publishing and content studio and direct to consumer revenue streams, except in situations where the Company utilizes a reseller partner with respect to media and advertising sales arrangements. In the event a customer pays the Company consideration, or the Company has a right to an amount of consideration that is unconditional, prior to the Company’s transfer of a good or service to the customer, the Company reflects the contract as a contract liability when the payment is made or the payment is due, whichever is earlier. In the event the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, the Company reflects the contract as a contract asset, excluding any amounts reflected as a receivable. Depending on the complexity of the underlying revenue arrangement and related terms and conditions, significant judgements, assumptions and estimates may be required to determine each party’s rights regarding the goods or services to be transferred, each party’s performance obligations, whether performance obligations are satisfied at a point in time or over time, estimates of completion methodologies, the timing of satisfaction of performance obligations, whether we are a principal or agent in the arrangement and the appropriate period or periods in which, or during which, the completion of the earnings process and transfer of control occurs. Depending on the magnitude of specific revenue arrangements, if different judgements, assumptions and estimates are made regarding revenue arrangements in any specific period, the Company’s periodic financial results may be materially affected. Media and Advertising Media and advertising revenue primarily consists of direct and reseller sales of the Company’s on-platform media (including off-platform media) and analytics products, and influencer marketing campaign sales to third-party brands and agencies (hereinafter, “Brands”). On Platform Media On platform media revenue is generated from third party Brands advertising in-game on Roblox or other digital platforms, and prior to the Minehut Sale, on the Company’s Minehut Minecraft platform (Refer to Note 4, “Sale of Mineville” and “Sale of Minehut” below for information concerning the sale of the related digital properties in May 2025 and February 2024, respectively). Media assets include static billboards, video billboards, portals, 3D characters, Pop Ups and other media products. The Company works with Brands to determine the specific campaign media to deploy, target ad units and target demographics. The Company customizes the media advertising campaign and media products with applicable branding, images and design and place the media on the various digital platforms. Media is delivered via the Company’s Super Biz Roblox platform, the Roblox Immersive Ads platform, other platforms, and prior to the Minehut Sale, on the Company’s owned and operated Minehut platform. Media placement can be based on a cost per thousand, other cost per measure, or a flat fee. Media and advertising arrangements typically include contract terms for time periods ranging from one week to two or three months in length. For on-platform media campaigns, the Company typically inserts media products on-platform (in-game) to deliver to the Brand a predetermined number of impressions identified in the underlying contract. The benefit accrues to the Brand at the time that the Company delivers the impression on the platform, and the media product is viewed or interacted with by the on-platform user. The performance obligation for on-platform media campaigns is each impression that is guaranteed or required to be delivered per the underlying contract. Each impression is considered a good or service that is distinct under the revenue standard, and the performance obligation under the Company’s on-platform media contracts is the delivery of a series of impressions. Each impression required to be delivered in the series that the Company promises to transfer to the Brand meets the criteria to be a performance obligation satisfied over time, due to the fact that (1) the Company’s performance does not create an asset with an alternative use to the Company, and (2) the Company has an enforceable right to payment for performance completed to date per the terms of the contract. Further, the same method is used to measure the Company’s progress toward complete satisfaction of the performance obligation to transfer each distinct impression, as in the transfer of the series of impressions to the customer, which is based on actual delivery of impressions. As such, the Company accounts for the specified series of impressions as a single performance obligation. The delivery of the impression on platform represents the change in control of the good or service, and therefore, the Company satisfies its performance obligations and recognizes revenue based on the delivery of impressions under the contract. F-12 Table of Contents Influencer Marketing Influencer marketing revenue is generated in connection with the development, management and execution of influencer marketing campaigns on behalf of Brands, primarily on YouTube, Instagram and TikTok. Influencer marketing campaigns are collaborations between Super League, popular social-media influencers, and Brands, to promote a Brands’ products or services. Influencers are paid a flat rate per post to feature a Brand’s product or service on their respective social media outlets. For influencer marketing campaigns that include multiple influencers, the customer can benefit from the influencer posts either on its own or together with other resources that are readily available to the customer. The Company’s influencer marketing campaigns for Brands (1) incorporate a significant service of integrating the goods or services with other goods or services promised in the contract (typically additional influencer posts) into a bundle of goods or services that represent the combined output that the customer has contracted for, and (2) the goods or services are interdependent in that each of the goods or services is affected by one or more of the other goods or services in the contract which combined, create an influencer marketing campaign to satisfy the Brand’s specific campaign objectives. The interdependency of the performance obligations is supported by an understanding of what a customer expects to receive as a final product with respect to an influencer marketing campaign, which is an integrated influencer marketing advertising campaign that the influencer posts create when they are combined into an overall integrated campaign. Our customers receive and consume the benefits of each influencer’s post as the content is posted on the influencer’s respective social media outlet. In addition, the influencer marketing campaigns and videos created by influencers are highly customized advertising engagements, where Brand specific assets and collateral are created for the customer based on specific and customized specifications, and therefore, does not create an asset with an alternative use. Further, based on contract terms, the Company typically has an enforceable right to payment for performance to date during the term of the arrangement. We recognize revenues for influencer marketing campaigns based on input methods which recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation. As such, revenues are recognized over the term of the campaign, as the influencer videos are posted, based on costs incurred to date relative to total costs for the influencer marketing campaign. Publishing and Content Studio Publishing and content studio revenue consists of revenue generated from immersive game development and custom game experiences within the Company’s owned and affiliate game worlds, and revenue generated in connection with the Company’s production, curation and distribution of entertainment content for the Company’s own network of digital channels and media and entertainment partner channels. Publishing Custom builds are highly customized branded game experiences created and built by Super League for customers on existing digital platforms such as Roblox, Fortnite, Decentraland and others. Custom builds often include the creation of highly customized and branded gaming experiences and other campaign specific media or products to create an overall customized immersive world campaign. Custom integrations are highly customized advertising campaigns that are integrated into and run on existing affiliate Roblox gaming experiences. Custom integrations will often include the creation of highly customized and branded game integration elements to be integrated into the existing Roblox gaming experience to the customers specifications and other campaign-specific media or products. Prior to the Minehut Sale, the Company also created custom integrations on the digital property “Minehut” for Brands. Refer to Note 4, “Sale of Mineville” and “Sale of Minehut” below for information concerning the sale of the related digital properties in May 2025 and February 2024, respectively. Our custom builds and custom integration (hereinafter, “Custom Programs”) campaign revenue arrangements typically include multiple promises and performance obligations, including requirements to design, create and launch a platform game, customize and enhance an existing game, deploy media products, and related performance measurement. Custom Programs offer a strategically integrated advertising campaign with multiple integrated components, and the Company provides a significant service of integrating the goods or services with other goods or services promised in the contract into a bundle of goods or services that represent the combined output or outputs that the customer has contracted for. As such, Custom Program revenue arrangements are combined into a single performance unit, as the Company’s performance does not create an asset with an alternative use to the entity and the Company typically has an enforceable right to payment for performance to date during the term of the arrangement. We recognize revenues for Custom Programs based on input methods, that recognize revenue based upon estimates of progress toward complete satisfaction of the contract performance obligations, utilizing primarily costs or direct labor hours incurred to date to estimate progress towards completion. Content Production Content production revenue is generated in connection with the Company’s production, curation and distribution of entertainment content for the Company’s own network of digital channels and media and entertainment partner channels. The Company distributes three primary types of content for syndication and licensing, including (1) the Company’s own original programming content, (2) user generated content (“UGC”), including online gameplay and gameplay highlights, and (3) the creation of content for third parties utilizing the Company’s remote production and broadcast technology. F-13 Table of Contents Content production arrangements typically involve promises to provide a distinct set of videos, creative, content creation and/or other live or remote production services. These services can be one-off in nature (relatively short services periods of one day to one week) or can be specified as monthly services over a multi-month period. One-off and monthly content production services are distinct in that the customer can benefit from the service either on its own or together with other resources that are readily available to the customer. Further, promises to provide one-off or monthly content production services are typically separately identifiable as the nature of the promises, within the context of the contract, is to transfer each of those goods or services individually. Each month’s content production services are separate and not integrated with a prior month’s or subsequent month’s services and do not represent a combined output; each month’s content production services do not modify any other prior period content production services, and the monthly services are not interdependent or highly interrelated. As a result, each one-off or monthly promise to provide content production services is a distinct good or service that the Company promises to transfer and are therefore performance obligations. In general, content production contracts do not meet the criteria for recognition of revenues over time as the customer typically does not simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs, the Company’s performance does not typically create or enhance an asset that the customer controls, and while the Company’s performance does not create an asset with an alternative use, the Company typically has a right to payment upon completion of each distinct performance obligation. A performance obligation is satisfied at a point in time if none of the criteria for satisfying a performance obligation over time are met. For content production arrangements, the Company has a right to payment and the customer has control of the good or service at the time of completion and delivery of the one-off or monthly content production services in accordance with the terms of the underlying contract. As such, revenue is recognized at the time of completion of the one-off or monthly content production services. Direct to Consumer Direct to consumer revenue primarily consists of monthly digital subscription fees, and sales of in-game digital goods. Subscription revenue is recognized in the period the services are rendered. Payments are typically due from customers at the point of sale. Refer to Note 4, “Sale of Mineville” and “Sale of Minehut” below for information concerning the sale of the related digital properties in May 2025 and February 2024, respectively. InPvP Platform Generated Sales Transactions Through a relationship with Microsoft, the owner of Minecraft, the Company operated a Minecraft server world for players playing the game on consoles and tablets. The Company was one of seven partner servers with Microsoft that, while “free to play,” monetize the players through in-game micro transactions. The Company generated in-game platform sales revenue from the sale of digital goods, including cosmetic items, durable goods, player ranks and game modes, leveraged the flexibility of the Microsoft Minecraft Bedrock platform, and powered by the InPvP cloud architecture technology platform. Revenue was generated when transactions were facilitated between Microsoft and the end user, either via in-game currency or cash. InPvP revenues were generated from single transactions for various distinct digital goods sold to users in-game. Microsoft processed sales transactions and remitted the applicable revenue share to the Company pursuant to the terms of the Microsoft agreement. Revenue for digital goods sold on the platform were recognized when Microsoft (our partner) collected the revenue and facilitates the transaction, including delivery of digital goods, on the platform. Revenue for such arrangements included all revenue generated, make goods, and refunds of all transactions managed via the platform by Microsoft. Payments were made to the Company monthly based on the sales revenue generated on the platform. Revenues were comprised of the following for the years ended December 31: 2025 2024 Media and advertising $ 5,601,000 $ 6,696,000 Publishing and content studio 5,428,000 8,607,000 Direct to consumer 313,000 879,000 $ 11,342,000 $ 16,182,000 For the fiscal years ended December 31, 2025 and 2024, 46 % and 47 % of revenues were recognized at a single point in time, and 54 % and 53 % of revenues were recognized over time, respectively. Contract assets totaled $ 107,000 at December 31, 2025, and $ 372,000 at December 31, 2024, and are included in prepaids and other assets on the accompany balance sheets. Contract liabilities totaled $ 566,000 at December 31, 2025 and $ 50,000 at December 31, 2024. Revenue recognized during the year ended December 31, 2025 relating to contract liabilities as of December 31, 2024 totaled $ 50,000 . Revenue recognized during the year ended December 31, 2024 relating to contract liabilities as of December 31, 2023 totaled $ 289,000 . F-14 Table of Contents In accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts with customers, these reporting requirements are not applicable as per ASC 606-10-50-14 as the performance obligation is part of a contract that has an original duration of one year or less. Cost of Revenues Cost of revenues includes direct costs incurred in connection with the satisfaction of performance obligations under the Company’s revenue arrangements, including internal and third-party engineering, creative, content, broadcast and other personnel, talent and influencers, internal and third-party game developers, third-party ad-platform, content capture and production services, direct marketing, cloud services, software, prizing, and revenue sharing fees. Engineering, Technology and Development Costs Components of the Company’s platform are available on a “free to use,” “always on basis,” and are utilized and offered as an audience acquisition tool, as a means of growing the Company’s audience, engagement, viewership, players and community. Engineering, technology and development related operating expense includes the costs described below, incurred in connection with the Company’s audience acquisition and viewership expansion activities. Engineering, technology and development related operating expense includes (i) allocated internal engineering personnel expense, including salaries, noncash stock compensation, taxes and benefits, (ii) third-party contract software development and engineering expense, (iii) internal use software cost amortization expense, and (iv) technology platform related cloud services, broadband and other platform expense, incurred in connection with the Company’s audience acquisition and viewership expansion activities, including tools and product offering development, testing, minor upgrades and features, free to use services, corporate information technology and general platform maintenance and support. Cash and Cash Equivalents The Company considers all highly-liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents. At December 31, 2025 and 2024, cash balances totaled $ 5,377,000 and $ 1,310,000 , respectively. At December 31, 2025 and 2024 cash equivalent balances totaled $ 9,013,000 and $ 0 , respectively. At December 31, 2025, cash equivalents were comprised solely of investments in highly-liquid U.S. treasury money market funds, valued based on quoted market prices, a Level 1 input. Accounts Receivable Accounts receivable are recorded at the invoice amount, less allowances for credit losses, if any, and do not bear interest. At each balance sheet date, the Company provides an allowance for potential credit losses based on its evaluation of the collectability and the customers’ creditworthiness. The Company regularly reviews the allowance by considering factors such as the age of the receivable balances, historical experience, credit quality, current economic conditions, and reasonable forecasts of future economic conditions that may affect a customer’s ability to pay. Accounts receivable are written off when they are determined to be uncollectible. As of December 31, 2025 and 2024, no allowance for expected credit losses was deemed necessary. Fair Value Measurements Fair value is defined as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2 . Quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. Level 3. Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. Certain liabilities are required, or elected, to be recorded at fair value on a recurring basis in accordance with applicable guidance. As described in the notes below, certain promissory notes, convertible notes, contingent consideration, warrant liabilities and contingent interest derivatives outstanding during the periods presented are recorded at fair value. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the periods presented. F-15 Table of Contents Certain long-lived assets may be periodically required to be measured at fair value on a nonrecurring basis, including long-lived assets that are impaired. The fair value for other assets and liabilities such as cash, accounts receivable, other receivables, prepaid expense and other current assets, accounts payable and accrued expense, and contract liabilities have been determined to approximate carrying amounts due to the short maturities of these instruments. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated, and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Equity-linked instruments that are deemed to be freestanding instruments issued in conjunction with convertible debt, common stock or preferred stock are accounted for separately. For equity linked instruments classified as equity, the proceeds are allocated based on the relative fair values of the common stock or preferred stock and the equity-linked instrument following the guidance in Financial Accounting Standards Board (“FASB”) ASC Topic 505, “Equity” (when issued in conjunction with common stock), and ASC Topic 470, “Debt” (“ASC 470”) (when issued in conjunction with debt). Property and Equipment Property and equipment are recorded at cost. Major additions and improvements that materially extend useful lives of property and equipment are capitalized. Maintenance and repairs are charged against the results of operations as incurred. When these assets are sold or otherwise disposed of, the asset and related depreciation are relieved, and any gain or loss is included in the statements of operations for the period of sale or disposal. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets, typically over a three to five -year period. Acquisitions Acquisition Method. Acquisitions that meet the definition of a business under FASB ASC Topic 805 , “Business Combinations” (“ASC 805”), are accounted for using the acquisition method of accounting. Under the acquisition method of accounting, assets acquired, liabilities assumed, contractual contingencies, and contingent consideration, when applicable, are recorded at fair value at the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. The application of the acquisition method of accounting requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in connection with the allocation of the purchase price consideration to the assets acquired and liabilities assumed. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expense in the statements of operations. Contingent consideration, representing an obligation of the acquirer to transfer additional assets or equity interests to the seller if future events occur or conditions are met, is recognized when probable and reasonably estimable. Contingent consideration recognized is included in the initial cost of the assets acquired, with subsequent changes in the recorded amount of contingent consideration recognized as an adjustment to the cost basis of the acquired assets. Subsequent changes are allocated to the acquired assets based on their relative fair value. Depreciation and/or amortization of adjusted assets are recognized as a cumulative catch-up adjustment, as if the additional amount of consideration that is no longer contingent had been accrued from the outset of the arrangement. Contingent consideration that is paid to sellers that remain employed by the acquirer and linked to future services is generally considered compensation cost and recorded in the statements of operations in the post-combination period. Intangible Assets Intangible assets primarily consist of (i) internal-use software development costs, (ii) domain name, copyright and patent registration costs, (iii) commercial licenses, (iv) developed technology acquired, (v) partner, customer, creator and influencer related intangible assets acquired and (vi) other intangible assets, which are recorded at cost (or in accordance with the acquisition method or cost accumulation methods described above) and amortized using the straight-line method over the estimated useful lives of the assets, ranging from 3 to 10 years. F-16 Table of Contents Software development costs incurred to develop internal-use software during the application development stage are capitalized and amortized on a straight-line basis over the software’s estimated useful life, which is generally three years. Software development costs incurred during the preliminary stages of development are charged to expense as incurred. Maintenance and training costs are charged to expense as incurred. Upgrades or enhancements to existing internal-use software that result in additional functionality are capitalized and amortized on a straight-line basis over the applicable estimated useful life. Transfer or Sale of Intangible Assets Upon the sale of an intangible asset, or group of intangible assets (hereinafter, “nonfinancial assets”), the Company initially evaluates whether the Company has a controlling financial interest in the legal entity that holds the nonfinancial assets by applying the guidance on consolidation. Any nonfinancial assets transferred that are held in a legal entity in which the Company does not have (or ceases to have) a controlling financial interest is further evaluated to determine whether the underlying transaction contract meets all of the criteria for accounting for contract under the revenue standard. Once a contract meets all of the criteria, the Company identifies each distinct nonfinancial asset promised to a counterparty and derecognizes each distinct nonfinancial asset when the Company transfers control of the nonfinancial asset to the counterparty. The Company evaluates the point in time at which a counterparty obtains control of the nonfinancial assets, including whether or not the counterparty can direct the use of, and obtain substantially all of the benefits from, each distinct nonfinancial asset. If the consideration promised in a contract is variable or includes a variable amount, the Company estimates the amount of consideration to which the Company will be entitled in exchange for transferring the promised assets to a counterparty. Purchase consideration is variable if the amount the Company will receive is contingent on future events occurring or not occurring, even though the amount itself is fixed. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate at each reporting date. The Company estimates the transaction price utilizing the expected value method. The expected value is the sum of probability-weighted amounts in a range of possible consideration amounts. The accounting for an arrangement with a put option depends on the amount the Company must pay to the counterparty in the event the counterparty exercises the put option, and whether the counterparty has a significant economic incentive to exercise its right. The accounting for put options requires the Company to assess at contract inception, whether the counterparty has a significant economic incentive to exercise its right, including how the repurchase price compares to the expected market value of the nonfinancial assets at the date of repurchase and the amount of time until the right expires. A customer has a significant economic incentive to exercise a put option when the repurchase price is expected to significantly exceed the market value of the good at the time of repurchase. The Company accounts for a put option as a sale of an asset or group of assets with a right of return, if the repurchase price is less than the original sales price and the customer does not have a significant economic incentive to exercise its right. Impairment of Long-Lived Assets The Company assesses the recoverability of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include the following: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business; significant negative industry or economic trends; significant adverse changes in legal factors or in the business climate, including adverse regulatory actions or assessments; and significant decline in the Company’s stock price for a sustained period. In the event the sum of the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Other assets of a reporting unit that are held and used may be required to be tested for impairment when certain events trigger interim goodwill impairment tests. In such situations, other assets, or asset groups, are tested for impairment under their respective standards and the other assets’ or asset groups’ carrying amounts are adjusted for impairment before testing goodwill for impairment as described below. There can be no assurance, however, that market conditions or demand for the Company’s products or services will not change, which could result in long-lived asset impairment charges in the future. Goodwill The Company currently has one reporting unit. As of December 31, 2025 and 2024, goodwill totaled $ 1,864,000 . There were no changes in the carrying amount of goodwill for the periods presented. Goodwill represents the excess of the purchase price of the acquired business over the acquisition date fair value of the net assets acquired. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company considers its market capitalization and the carrying value of the Company’s assets and liabilities, including goodwill, when performing the Company’s goodwill impairment tests. The Company operates in one reporting segment. If a potential impairment exists, a calculation is performed to determine the fair value of existing goodwill. This calculation can be based on quoted market prices and / or valuation models, which consider the estimated future undiscounted cash flows resulting from the reporting unit, and a discount rate commensurate with the risks involved. Third-party appraised values may also be used in determining whether impairment potentially exists. In assessing goodwill impairment, significant judgment is required in connection with estimates of market values, estimates of the amount and timing of future cash flows, and estimates of other factors that are used to determine the fair value of the Company’s reporting unit. If these estimates or related projections change in future periods, future goodwill impairment tests may result in charges to earnings. F-17 Table of Contents When conducting the Company’s annual or interim goodwill impairment assessment, the Company has the option to initially perform a qualitative evaluation of whether it is more likely than not that goodwill is impaired. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. In evaluating whether it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount, the Company considers the guidance set forth in ASC 350, which requires an entity to assess relevant events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, financial performance and other relevant events or circumstances. At December 31, 2025 and 2024, the Company bypassed the optional qualitative assessment and performed a quantitative goodwill impairment test. The Company utilizes an estimate of the market capitalization of the Company as of December 31, 2025 and 2024, a Level 1 input, based on the 30-day volume weighted average of the Company’s stock price immediately prior to December 31, 2025, to estimate the fair value of the Company’s single reporting unit. Based on the analysis, as of December 31, 2025 and 2024, the estimated fair value of the Company’s reporting unit totaled $ 29.0 million and $ 27.0 million, respectively, compared to a carrying value of the Company’s single reporting unit of approximately $ 17.5 million and $ 0.17 million, respectively. Based on the analysis, the fair value of the Company’s single reporting unit exceeded its carrying value as of December 31, 2025 and 2024, and therefore, the Company concluded that goodwill was not “more likely than not” impaired as of December 31, 2025 and 2024. Stock-Based Compensation Compensation expense for stock-based awards is measured at the grant date, based on the estimated fair value of the award, and is recognized as an expense, typically on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity award) which is generally two to four years. Compensation expense for awards with performance conditions that affect vesting is recorded only for those awards expected to vest or when the performance criteria are met. The fair value of restricted stock and restricted stock unit awards is determined by the product of the number of shares or units granted and the grant date market price of the underlying common stock. The fair value of stock option and common stock purchase warrant awards is estimated on the date of grant utilizing the Black-Scholes-Merton option pricing model (“Black-Scholes”). The Company utilizes the simplified method for estimating the expected term for options granted to employees due to the lack of available or sufficient historical exercise data for the Company for the applicable options terms. The Company accounts for forfeitures of awards as they occur. Estimates of expected volatility of the underlying common stock for the expected term of the stock option used in the Black-Scholes option pricing model are determined by reference to historical volatilities of the Company’s common stock and historical volatilities of similar companies. Grants of equity-based awards (including warrants) to non-employees in exchange for consulting or other services are accounted for using the grant date fair value of the equity instruments issued. A condition affecting the exercisability or other pertinent factors used in determining the fair value of an award that is based on an entity achieving a specified share price constitutes a market condition pursuant to FASB ASC Topic 718, “Stock based Compensation” (“ASC 718”). A market condition is reflected in the grant-date fair value of an award, and therefore, a Monte Carlo simulation model is utilized to determine the estimated fair value of the equity-based award. Compensation cost is recognized for awards with a market condition, provided the requisite service period is satisfied, regardless of whether the market condition is ever satisfied. Cancellation of an existing equity-classified award along with a concurrent grant of a replacement award is accounted for as a modification under ASC 718. Total compensation cost to be recognized in connection with a modification and concurrent grant of a replacement award is equal to the original grant date fair value plus any incremental fair value, calculated as the excess of the fair value of the replacement award over the fair value of the original awards on the cancellation date. Any incremental compensation cost related to vested awards is recognized immediately on the modification date. Any incremental compensation cost related to unvested awards is recognized prospectively over the remaining service period, in addition to the remaining unrecognized grant date fair value. Financing Costs Specific incremental costs directly attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds of the equity financing. In the event that the proposed or actual equity financing is not completed, or is deemed not likely to be completed, such costs are expensed in the period that such determination is made. Deferred equity financing costs, if any, are included in other current assets in the accompanying balance sheets. For the years ended December 31, 2025 and 2024, financing costs charged against gross proceeds in connection with equity financings totaled $ 1,670,000 and $ 343,000 , respectively. Deferred financing costs, included in prepaid expense and other current assets, at December 31, 2025 and 2024, totaled $ 888,000 and $ 64,000 , respectively. F-18 Table of Contents Specific incremental costs directly attributable to a proposed or actual debt offering are reported in the balance sheets as a direct deduction from the face amount of the debt instrument. In the event that the proposed or actual debt financing is not completed, or is deemed not likely to be completed, such costs are expensed in the period that such determination is made. In the event that the Company elects to use the fair value option to account for debt instruments, all costs directly attributable to the debt offering are expensed as incurred in the statements of operations. For the years ended December 31, 2025 and 2024, debt financing costs expensed as incurred in connection with debt financings totaled $ 554,000 and $ 180,000 , respectively. Debt Fair Value Option (“ FVO ” ) Election The Company accounted for certain promissory notes and convertible notes issued, as described at Note 6, under the fair value option election pursuant to ASC 825, “Financial Instruments” (“ASC 825”), as discussed below. The promissory notes accounted for under the FVO election are each debt host financial instruments containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. Notwithstanding, ASC 825 provides for the “fair value option” election, to the extent not otherwise prohibited by ASC 825, to be afforded to financial instruments, wherein bifurcation of an embedded derivative is not necessary, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustments, subsequent to the issuance date, as required by ASC 825, are recognized as a component of other comprehensive income (“OCI”) with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) in the accompanying statements of operations. With respect to the promissory notes described at Note 6, as provided for by ASC 825, the estimated fair value adjustments are presented in a respective single line item within other income (expense) in the accompanying statements of operations, since the change in fair value of the convertible notes payable was not attributable to instrument specific credit risk. The estimated fair value adjustment is included in interest expense in the accompanying statements of operations. The fair value of the promissory notes described at Note 6 was estimated based on a calculation of the present value of the related cash flows (i.e. payments of principal and interest based on contractual agreement terms) using a discount rate that reflected market rates and related credit risk (Level 3 inputs). The FVO was elected for the promissory notes described at Note 6 due to the short-term nature of the promissory notes and to provide relevant and timely information regarding the current market value of the debt, which is marked to market at each balance sheet date reflecting the effects of market fluctuations and other factors. Significant judgements and estimates may be required in connection with the determination of whether or not to elect the FVO for specific assets and/or liabilities. In addition, significant judgements and estimates may be required in connection with the determination of appropriate discount rates utilized in connection with present value related valuation techniques. Discount rate assumptions typically reflect the estimated yield to maturity of the debt instrument, incorporating the estimated market-implied rate of return an investor would receive if they held the debt until maturity, and taking into account all future cash flows and the current market price; adjusted for credit risk and market conditions. In addition, judgements and estimates are required in connection with the determination of the portion of subsequent fair value adjustments relate to instrument-specific credit risk, which are reflected in OCI, and the portion of subsequent fair value adjustments that relate to changes in interests rates or other variables, which are reflected in the statements of operations. Variations in any of these judgements and estimates could have a material impact on the Company’s financial results. The Company may issue convertible debt instruments that include detachable common stock purchase warrants. The Company evaluates the terms of each instrument to determine the appropriate accounting treatment under ASC 825-10, “Fair Value Option,” ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815-40, “Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company has elected the FVO for certain convertible debt instruments, as described at Note 6. Under the FVO, the entire debt instrument, including any embedded conversion feature, is initially recognized and subsequently measured at fair value, with changes in fair value recognized in earnings within other income (expense) in the statement of operations each reporting period. The fair value election eliminates the need to separately account for the embedded conversion feature under ASC 815-40. Detachable warrants issued in connection with convertible debt are evaluated separately from the debt instrument. If the warrants meet the criteria for equity classification under ASC 815-40 (including the fixed-for-fixed equity scope exception and no cash-settlement provisions), the warrants are recorded in additional paid-in capital and are not subsequently remeasured. If the warrants do not meet the criteria for equity classification, they are accounted for as derivative liabilities at fair value with changes in fair value recognized in earnings. The classification equity-linked instruments is reassessed at each balance sheet date. If the classification changes as a result of events during the applicable period, the equity linked instrument shall be reclassified as of the date of the event that caused the reclassification. If an equity-linked instrument is reclassified from an asset or a liability to equity, gains or losses recorded to account for the equity-linked instrument at fair value during the period that the contract was classified as an asset or a liability are not reversed. The equity-linked instrument is marked to fair value immediately before the reclassification. At issuance, proceeds are allocated between the fair-value-option debt instrument and any separately issued equity-classified warrants based on their relative fair values. Transaction costs related to fair-value-option debt instruments are expensed as incurred. For equity-classified warrants, issuance costs are recorded as a reduction to additional paid-in capital. Changes in the fair value of convertible debt for which the FVO has been elected may reflect changes in the Company’s credit risk, market interest rates, and the value of the conversion feature. F-19 Table of Contents Debt Modifications and Extinguishments Modifications to debt obligations are initially analyzed to determine whether the modification qualifies as a troubled debt restructuring (“TDR”). A modification is a troubled debt restructuring if both (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession. In determining if a company is experiencing financial difficulties for a TDR, as contemplated by the applicable standard, several factors are considered including whether the Company is currently in payment default on any debt, if there is a high probability of future default without modification, bankruptcy considerations, or if there is substantial doubt about the Company’s ability to continue as a going concern. A lender is granting a concession when the effective borrowing rate on the restructured debt is less than the effective borrowing rate on the original debt. The recognition and measurement of the impact of a TDR on the financial statements depends on whether the future undiscounted cash flows specified by the new terms are greater (gain is recorded in the statements of operations for the difference) or less (no gain is recorded in the statements of operations for the difference) than the carrying value of the debt. For an exchange of debt instruments or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation, the Company initially evaluates whether the modified debt terms are "substantially different" from the original debt. An exchange of debt instruments or a modification of a debt instrument by a debtor and a creditor is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different. If the modification is not deemed to be substantially different, the modification is accounted for as an adjustment to the carrying amount of the debt, with a recalculated effective interest rate. If the modification is deemed to be substantially different, then the modification is accounted for as an extinguishment of the original debt and issuance of new debt, requiring the recognition of a gain or loss on the extinguishment in the statements of operations. In an early extinguishment of debt for which the fair value option has been elected, the net carrying amount of the extinguished debt is determined to be equal to its fair value at the reacquisition date. As such, there is no difference between the carrying amount of the debt and its reacquisition price for which to recognize a gain or loss. Upon extinguishment the Company includes in net income only the cumulative amount of the gain or loss previously recorded in other comprehensive income for the extinguished debt that resulted from changes in instrument-specific credit risk, if any. Debt or Other Liabilities Exchanged for Equity or Equity-Linked Instruments - Fair Value Option The Company may settle or exchange debt instruments by issuing equity securities (i.e., common stock or preferred stock). Upon settlement or exchange of FVO-elected debt for the Company’s equity securities, the carrying amount of the debt immediately prior to settlement represents its fair value at the settlement date. Any difference between the fair value of the equity instruments (or other assets) issued and the carrying amount of the debt extinguished is recognized as a gain or loss in earnings within other income (expense) in the statements of operations at the time of the exchange. Equity instruments issued in settlement of debt are recorded in stockholders’ equity at their fair value on the settlement date. Any incremental direct costs associated with issuing equity securities are accounted for as a reduction to additional paid-in capital. The exchange of a liability (for example a liability-classified common stock purchase warrant) for an equity-classified instrument (for example an equity classified common stock purchase warrant) is accounted for as an extinguishment of the liability and issuance of a new equity-linked instrument at fair value. Any difference between the fair value of the equity instruments issued and the carrying amount of the liability extinguished is recognized as a gain or loss in other income (expense) in the statements of operations, as described above. Transfers of Financial Assets The Company accounts for transfers of financial assets as sales when it has surrendered control over the related assets. Whether control has been relinquished requires, among other things, an evaluation of relevant legal considerations and an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred. Gains and losses stemming from transfers reported as sales, if any, are included in the statements of operations. Assets obtained and liabilities incurred in connection with transfers reported as sales are initially recognized in the balance sheets at fair value. Transfers of financial assets that do not qualify for sale accounting are reported as collateralized borrowings. Accordingly, the related assets remain on the Company’s balance sheets and continue to be reported and accounted for as if the transfer had not occurred. Cash proceeds from these transfers are reported as liabilities, with attributable interest expense recognized over the life of the related transactions. Commitment fees charged irrespective of drawdown activity are recognized as expense on a straight line basis over the commitment period and included in other income (expense) in the statements of operations. F-20 Table of Contents Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk are cash equivalents and accounts receivable. The Company places its cash equivalents in highly rated money market funds. Cash equivalents are also invested in deposits with certain financial institutions and may, at times, exceed federally insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Risks and Uncertainties Concentrations . The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, and vendors whose accounts payable balances individually represented 10% or more of the Company’s total accounts payable, as follows: Year Ended December 31, 2025 2024 Number of customers > 10% of revenues / percent of revenues Two / 22 % Two / 20 % Revenue concentrations were comprised of the following revenue categories: Year Ended December 31, 2025 2024 Advertising and sponsorships 10 % 10 % Publishing and content studio 12 % 10 % 22 % 20 % December 31, 2025 December 31, 2024 Number of customers > 10% of accounts receivable / percent of accounts receivable Three / 57 % Three / 45 % Number of vendors > 10% of accounts payable / percent of accounts payable One / 24 % Two / 21 % Net Earnings (Loss) Per Share Basic net earnings (loss) per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of common stock for the applicable period. Diluted earnings per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of common stock for the applicable period, including the dilutive effect of common stock equivalents. During the periods presented, potentially dilutive common stock equivalents primarily consist of common stock potentially issuable in connection with the conversion of outstanding preferred stock including related AIRs, convertible notes payable, employee stock options, warrants issued to employees and non-employees in exchange for services and warrants issued in connection with financings. A reconciliation of net loss to net loss attributable to common stockholders is as follows for the periods presented: Fiscal Year Ended December 31, 2025 2024 Net loss $ ( 20,717,000 ) $ ( 16,635,000 ) Deemed dividend on Series AA Preferred Stock – down round feature ( 308,000 ) - Deemed dividend on exchange of Series AA, AAA and AAA Junior Preferred Stock for Series B Preferred Stock 7,685,000 - Deemed dividend – Issuance of Series B Warrants ( 6,296,000 ) - Preferred stock dividends paid or accrued– common stock ( 291,000 ) ( 4,386,000 ) Net loss attributable to common stockholders - basic $ ( 19,927,000 ) $ ( 21,021,000 ) Fiscal Year Ended December 31, Anti-dilutive shares excluded from diluted earnings per share calculation: 2025 2024 Preferred Stock, as converted basis 97,917 21,084 Options, warrants (employee and non-employee issued for services), restricted stock units 538,167 7,584 PIPE Warrants 1,666,667 - Other warrants 1,215,084 - AIRs - 17,500 3,517,835 46,168 The Company issued certain prefunded warrants with a nominal exercise price, as described in Note 7. Due to the fact that the holders of prefunded warrants to purchase Common Stock have the present ability to obtain common shares of the Company for little or effectively no additional consideration, the prefunded warrants are treated as common shares outstanding for purposes of basic and diluted earnings per share. F-21 Table of Contents Modifications and Exchanges of Preferred Stock and Preferred Stock Instruments Preferred Stock Changes to the terms of the Company’s preferred stock or exchanges of shares of the Company’s preferred stock for another, are assessed to determine whether the changes or exchange should be accounted for as either a modification or an extinguishment. This assessment can be done either qualitatively or quantitatively based upon the significance of the change. When preferred stock is modified in a manner that cannot be reliably assessed qualitatively, the Company performs a quantitative test to determine whether the modification or exchange should be accounted for as a modification or an extinguishment. The Company applies the cash flow model used to assess debt modifications in ASC 470-50, “Debt – Modifications and Extinguishments”, to determine whether a modification or exchange of preferred stock should be accounted for as a modification or extinguishment. Under that model, the present value of the contractual cash flows is compared before and after a modification or exchange. If the present value of the contractual cash flows is ten percent or more, the modification or exchange is accounted for as an extinguishment; if the present value of the contractual cash flows differs by less than ten percent, the modification or exchange is accounted for as a modification. If the assessment results in an extinguishment, then the difference between the fair value of the new or modified preferred stock and the carrying value of the original preferred stock is recognized as a reduction of, or increase to, retained earnings, as a deemed dividend. The difference is also recognized as an adjustment to earnings available to common shareholders for purposes of calculating earnings per share. If the assessment results in a modification, the Company measures any transfer of value between preferred shareholders and common shareholders as the difference between the fair value of the preferred stock before and after the modification or exchange, measured on the modification or exchange date. Transfers of value are recorded as a reduction of, or increase to, retained earnings as a deemed dividend. In addition, transfers of value are recognized as an adjustment to earnings available to common shareholders for purposes of calculating earnings per share. Preferred Stock Instruments For preferred stock instruments classified as liabilities under ASC 480 (see placement agent and AAA Junior Preferred related warrants described at Note 7), the Company follows the accounting models for the modification or extinguishment of debt, which require that modifications or exchanges of preferred stock instruments classified as liabilities are considered extinguishments, with gains or losses recognized in current earnings if the terms of the new instrument and/original instrument are substantially different. Preferred Stock Dividends Dividends on preferred stock paid in another class of stock are recorded at the fair value of the shares issued as a charge to retained earnings. Dividends declared on preferred stock that are payable in the Company’s common shares are deducted from earnings available to common shareholders when computing earnings per share. Dividends on preferred stock that are due, but unpaid, are reflected in accrued liabilities in the balance sheet until paid. Certain of the Company’s outstanding preferred stock contain a conversion price down round feature subject to a contractual floor pursuant to the underlying rights in the applicable certificate of designation. Upon the occurrence of a triggering event that results in a reduction of the conversion price for an equity-classified convertible preferred stock, the Company measures the value of the effect of the feature as the difference between the fair value of the financial instrument without the down round feature, with a conversion price corresponding to the currently stated conversion price of the issued instrument, and the fair value of the financial instrument without the down round feature with a conversion price corresponding to the reduced conversion price upon the down round feature being triggered. The value of the effect of a down round feature that is triggered is recognized as a charge to retained earnings and a reduction to income available to common stockholders in the computation of earnings per share. Refer to the statements of stockholders’ equity for total charges to accumulated deficit as a result of the triggering of down round features related to outstanding preferred stock for the periods presented. Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or income tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized, or if it is determined that there is uncertainty regarding future realization of such assets. F-22 Table of Contents Under U.S. GAAP, a tax position is a position in a previously filed tax return, or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Tax positions that meet the more likely than not thresholds are measured using a probability weighted approach as the largest amount of tax benefit being realized upon settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. Management believes the Company has no uncertain tax positions for the periods presented. On July 4, 2025, H.R.1 – 119th Congress (2025-2026) (“H.R.1”) was signed into law. H.R.1 introduces changes to United States tax policy, trade regulations, and federal spending priorities. Key provisions include the extension and modification of tax provisions from the 2017 Tax Cuts and Jobs Act, modification of certain energy-related tax credits and incentives, and timing of deductions related to certain domestic expenses. The enactment of H.R.1 did not have a material impact on the Company’s statements of operations, financial position or cash flows for the periods presented herein. Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Recent Accounting Guidance Recently Adopted Accounting Pronouncements. Accounting Standards Updates ("ASU") applicable to the Company that were recently adopted are summarized below. ASU Description Date Adopted Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) This ASU requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The Company adopted this guidance on a prospective basis for annual periods beginning after December 15, 2024. Accordingly, the financial statements for prior periods have not been adjusted to reflect the adoption of this standard. January 1, 2025 F-23 Table of Contents Recently Issued Accounting Pronouncements – Not yet adopted. ASUs applicable to the Company that were recently issued are summarized below. ASU Description Effective Date Interim Reporting (Topic 270): Narrow-Scope Improvements (ASU 2025-11) The amendments in this update are intended to enhance clarity and consistency in interim reporting disclosures. The update improves the navigability of interim reporting guidance, provides a comprehensive list of required disclosures, and includes a new disclosure principle for reporting material events occurring after the most recent annual period. The Company is currently evaluating the effect of adoption of this update on the Company’s financial statements. Fiscal years beginning after December 15, 2027, and interim periods within those fiscal years Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (ASU 2024-04) This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, (1) an inducement offer is required to preserve the form and amount of consideration issuable upon conversion in accordance with the terms of the existing debt instrument, (2) the assessment of the form and amount of consideration in the inducement offer should be performed as of the date the inducement offer is accepted by the holder, and (3) issuers that have exchanged or modified a convertible debt instrument within the preceding 12 months should use the terms that existed 12 months before the inducement offer was accepted when determining whether induced conversion accounting should be applied. Early adoption is permitted. The Company is currently evaluating the impact this standard will have on its financial statements and related disclosures. Fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03) This ASU requires that an entity disaggregate relevant expense captions presented on the face of the income statement into natural expense categories within the footnotes of the financial statements. In addition, a separate disclosure of selling expense is required to be presented. The ASU is intended to allow stakeholders to better understand the components of an entity’s expenses. Early adoption is permitted. The Company is currently evaluating the impact this standard will have on its financial statements and related disclosures. Fiscal years beginning after December 15, 2026 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05) This standard allows entities to apply a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Early adoption is permitted, and the standard is to be applied prospectively. The Company is currently evaluating the impact of the adoption of this standard. Fiscal years beginning after December 15, 2025, including interim periods within those fiscal years Intangibles - Goodwill and Other – Internal - Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) This standard updates the recognition model for internal-use software by eliminating the project stage framework and requiring capitalization once projects are approved and completion is probable, and also clarifies related disclosure requirements. Early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard. Fiscal years beginning after December 15, 2027, including interim periods within those years 3. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31: 2025 2024 Computer hardware $ 3,346,000 $ 3,346,000 Furniture and fixtures 356,000 356,000 3,702,000 3,702,000 Less: accumulated depreciation and amortization ( 3,694,000 ) ( 3,678,000 ) $ 8,000 $ 24,000 Depreciation and amortization expense for property and equipment was $ 16,000 and $ 70,000 for the years ended December 31, 2025 and 2024, respectively. F-24 Table of Contents 4. INTANGIBLE AND OTHER ASSETS Intangible and other assets consisted of the following as of December 31: 2025 2024 Weighted Average Amortization Period (Years) Partner and customer relationships $ 7,239,000 $ 7,645,000 6.5 Capitalized software development costs 4,939,000 4,774,000 3.0 Capitalized third-party game property costs 500,000 500,000 5.0 Developed technology 3,920,000 3,931,000 5.0 Influencers/content creators 2,559,000 2,559,000 4.5 Trade name 209,000 209,000 5.0 Domain 68,000 68,000 10.0 Copyrights and other 795,000 745,000 5.5 20,229,000 20,431,000 5.0 Less: accumulated amortization ( 18,444,000 ) ( 16,361,000 ) Intangible and other assets, net $ 1,785,000 $ 4,070,000 Total amortization expense included in operating expense for the fiscal years ended December 31, 2025 and 2024 totaled $ 2,176,000 and $ 2,544,000 , respectively. Sale of Mineville On May 19, 2025, the Company entered into a Membership Interest Purchase and Sale Agreement (the “Mineville Purchase Agreement”) with Mineville, LLC, a Delaware limited liability company (“Purchaser”), pursuant to which the Company agreed to sell, and Purchaser agreed to purchase, 100 % of the membership interests (the “Interests”) of InPvP, LLC (“InPvP”). Prior to the consummation of the transactions (the “Mineville Closing”) contemplated by the Mineville Purchase Agreement (the “Mineville Sale”), InPvP was a wholly owned subsidiary of the Company that operated the Company’s Mineville digital property. The closing of the Mineville Sale occurred simultaneously with the execution of the Mineville Purchase Agreement. The Purchaser paid cash consideration totaling $ 350,000 at the Mineville Closing to acquire the Interests. The parties also agreed upon separate terms for an ongoing commercial relationship whereby the Company was granted the rights to ad sales and brand integration to all of Purchaser’s Microsoft servers for a term of two years. The Company will have exclusive Sales Rights for the first year of the Sales Term, and during the second year the Sales Rights will be non-exclusive. During the Sales Term, the revenue generated from the Sales Rights will be allocated among the Company and Purchaser as follows: (i) the Company will retain 60 % of the net revenue until gross sales revenue exceeds $ 1.0 million; (ii) after gross sales revenue exceed $ 1.0 million, the Company will retain 50 % of the net revenue through the remainder of the Sales Term; and (iii) if gross sales revenue exceeds $ 1.5 million during the Sales Term, the Sales Term shall renew automatically for one additional year on the same terms as the second year of the Sales Term. The net carrying value of Mineville assets sold totaled $ 350,000 as of May 19, 2025, which historically were included in intangible assets, net in the balance sheets, resulting in no gain or loss in connection with the Mineville Sale. Sale of Minehut On February 29, 2024, the Company sold its Minehut related assets (“Minehut Assets”) to GamerSafer, Inc. (“GamerSafer”), in a transaction approved by the Company’s Board of Directors (the “Board”). Pursuant to the Asset Purchase Agreement entered into by and between GamerSafer and the Company on February 26, 2024 (the “GS Agreement”), the Company received $ 1.0 million of purchase consideration (“Minehut Purchase Consideration”) for the Minehut Assets, which amount was paid by GamerSafer in revenue and royalty sharing over a multiple-year period, as described in the GS Agreement (the “Minehut Sale”). Other than with respect to the GS Agreement, there is no relationship between the Company or its affiliates with GamerSafer or its affiliates. The transaction allowed Super League to streamline its position in partnering with major brands to build, market, and operate 3D experiences across multiple immersive platforms, including open gaming powerhouses like Minecraft, and aligns with the Company’s cost improvement initiatives. Super League and GamerSafer maintain a commercial relationship which ensures that Minehut can remain an ongoing destination available to Super League’s partners. The carrying value of Minehut related assets totaled $ 475,000 as of February 26, 2024, comprised of total carrying costs of $ 1,671,000 , net of accumulated amortization of $ 1,196,000 , and historically were included in intangible assets, net in the balance sheets. F-25 Table of Contents The Company recorded a receivable for the total estimated Minehut Purchase Consideration totaling $ 619,000 and recognized an initial gain on sale of the Minehut Assets totaling $ 144,000 , which is included in other income in the statement of operations for the year ended December 31, 2024. The Minehut Purchase Consideration in the GS Agreement was variable pursuant to the guidance set forth in FASB ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, purchase consideration is variable if the amount the Company will receive is contingent on future events occurring or not occurring, even though the amount itself is fixed. As such, the Company estimated the amount of consideration to which the Company will be entitled, in exchange for transferring the Minehut Assets to GamerSafer, utilizing the expected value method which is the sum of probability-weighted amounts in a range of possible consideration outcomes over the applicable contractual payment period, resulting in an estimated receivable of $ 619,000 . Amounts collected in excess of the estimated purchase consideration recorded at contract inception, up to the $ 1.0 million stated contractual amount of purchase consideration, are recognized as additional gains on the sale of Minehut Assets when realized. Additional gains on the sale of the Minehut Assets subsequent to the initial accounting for the transaction for the years ended December 31, 2025 and 2024, totaled $ 343,000 and $ 39,000 , respectively. From the date of sale of the Minehut Assets through December 31, 2025, the Company calculated royalties due from GamerSafer, applied against the Minehut Purchase Consideration receivable pursuant to the GS Agreement, totaling $ 1,000,000 . The Company expects to record aggregate amortization expense for each of the five succeeding fiscal years as follows: For the years ending December 31, 2026 $ 1,134,000 2027 448,000 2028 190,000 2029 13,000 2030 - $ 1,785,000 Intangible asset amortization expense for the periods presented was included in the following operating expense line items: Fiscal Year Ended December 31, 2025 2024 Sales, marketing and advertising $ 666,000 $ 773,000 Engineering, technology and development 997,000 1,070,000 General and administrative 513,000 701,000 Total amortization expense $ 2,176,000 $ 2,544,000 5. ACQUISITIONS Acquisition of Melon, Inc. – Contingent Consideration On May 4, 2023 (“Melon Acquisition Date”), Super League entered into an Asset Purchase Agreement (the “Melon Purchase Agreement”) with Melon, Inc., a Delaware corporation (“Melon”), pursuant to which the Company acquired substantially all of the assets of Melon (the “Melon Assets”) (the “Melon Acquisition”). Contingent consideration related to the Melon Acquisition was recorded as a liability in the accompanying balance sheets in accordance with ASC 480, which requires freestanding financial instruments where the Company must or could settle the obligation by issuing a variable number of its shares, and the obligation’s monetary value is based solely or predominantly on variations in something other than the fair value of the Company’s shares, to be recorded as a liability at fair value and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The fair value of the Melon Contingent Consideration on the respective valuation dates through to the end of fiscal year 2024 final earn out period was determined utilizing a Monte Carlo simulation model and measured using Level 3 inputs, as described at Note 2. Assumptions utilized in connection with utilization of the Monte Carlo simulation model for the periods presented included risk-free interest rates ranging from 4.04 % to 5.35 %, volatility rates ranging from 70 % to 85 %, and discount rate of 30 %. The change in fair value, which is included in contingent consideration expense in the statements of operations for the applicable periods presented was comprised of the following: 2025 2024 Beginning balance $ 138,000 $ 538,000 Change in fair value (3) ( 14,000 ) ( 148,000 ) Current period accrued contingent consideration - ( 130,000 ) Contingent consideration payments (2) ( 124,000 ) ( 122,000 ) Accrued contingent consideration (1) $ - $ 138,000 (1) As of December 31, 2024, the accrual for the Melon Second Earn Out Period included 75 shares of common stock valued at $ 297.60 , the closing price of the Company’s common stock as of December 31, 2024. (2) During the year ended December 31, 2025, the Company paid Melon Accrued Contingent Consideration related to the Melon Second Earn Out Period, comprised of $ 116,000 of cash and 75 shares of the Company’s common stock valued at $ 8,000 . During the year ended December 31, 2024, the Company paid accrued Melon Contingent Consideration related to the Melon First Earn Out Period, comprised of $ 32,000 of cash payments and payment of 151 shares of the Company’s common stock valued at $ 90,000 on the date of issuance. (3) Reflected in the statements of operations for the applicable period. F-26 Table of Contents Acquisition of Super Biz – Contingent Consideration On October 4, 2021 (“Super Biz Closing Date”), the Company entered into an Asset Purchase Agreement (the “Super Biz Purchase Agreement”) with Super Biz Co. and the founders of Super Biz (the “Founders”), pursuant to which the Company acquired (i) substantially all of the assets of Super Biz (the “Super Biz Assets”), and (ii) the personal goodwill of the Founders regarding Super Biz’s business (the “Super Biz Acquisition”). Pursuant to the terms and subject to the conditions of the Super Biz Purchase Agreement, up to an aggregate amount $ 11.5 million would be payable to Super Biz and the Founders in connection with the achievement of certain revenue milestones for the period from the Super Biz Closing Date until December 31, 2022 (“Initial Earn Out Period”) and for the fiscal year ending December 31, 2023 (the “Super Biz Contingent Consideration”) (“Super Biz Earn Out Periods”). The Super Biz Contingent Consideration was payable in the form of both cash and shares of the Company’s common stock, in equal amounts, as more specifically set forth in the Super Biz Purchase Agreement. The Super Biz Contingent Consideration was accounted for as post-combination services and expensed in the period that payment of any amounts of contingent consideration is determined to be probable and reasonably estimable. Contingent consideration is recorded as a liability in the accompanying balance sheets in accordance with ASC 480, which requires freestanding financial instruments where the Company must or could settle the obligation by issuing a variable number of its shares, and the obligation’s monetary value is based solely or predominantly on variations in something other than the fair value of the Company’s shares, to be recorded as a liability at fair value and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. As described below, in August 2024 the accrued Super Biz Contingent Consideration, comprised solely of the cash portion of the continent consideration for the final earn out period, was converted into an unsecured promissory note. The net change in fair market value related to accrued Super Biz Contingent Consideration for the years ended December 31, 2025 and 2024 totaled $ 0 and $ 9,000 , respectively. Payments related to accrued Super Biz Consideration for the years ended December 31, 2025 and 2024 totaled $ 0 and $ 38,000 ( 64 shares of Common Stock), respectively. Issuance of Promissory Note. In August 2024, the Company issued an unsecured promissory note to the Founders in connection with the accrued contingent consideration outstanding related to the final earn out period, with a principal amount totaling $ 1,765,000 (the “Super Biz Note”). Interest accrued on the outstanding principal at the rate of 8.5 % per annum, and accrued until the earlier of (i) repayment of the Super Biz Note in full, or (ii) the Maturity Date; provided, however, during the existence of an event of default, as defined in the Super Biz Note, interest would accrue on all outstanding principal at the contractual default rate, as defined in the Super Biz Note. Super Biz Note related interest expense for the years ended December 31, 2025 and 2024 totaled $ 36,000 and $ 64,000 , respectively. Restricted Common Stock Issuance. In addition, in connection with the August 2024 issuance of the Super Biz Note, the Company issued 547 shares of the Company’s common stock to the Founders in January 2025. The issuance of the Super Biz Note in exchange for the related accrued contingent consideration balance was accounted for as an extinguishment of the original liability due to the fact that the present value of the cash flows under the terms of Super Biz Note was determined to be at least 10 percent different from the present value of the remaining cash flows under the terms of the original obligation. As a result, a loss on extinguishment totaling $ 336,000 was recorded in the statements of operations for the year ended December 31, 204, primarily comprised of the fair value of the 547 shares of restricted stock (based on closing price of the Company’s common stock on the date of issuance of the Super Biz Note) issued, as described above. On June 13, 2025, the Company entered into (a) Amendment No. 1 to Super Biz Note (the “Drozdov Amendment”), originally issued on August 1, 2024, to Sam Drozdov (“Drozdov”)(the “Drozdov Note”); (b) Amendment No. 1 to Super Biz Note (the “Khakshoor Amendment”), originally issued on August 1, 2024, to Ben Khakshoor (“Khakshoor”) (the “Khakshoor Note”); and (c) Amendment No. 1 to Super Biz Note (the “Firepit Amendment”, and collectively with the Drozdov Amendment and the Khakshoor Amendment, the “Super Biz Note Amendments”), originally issued on August 1, 2024, to Firepit Partners Co. (f/k/a Bloxbiz Co.) (“Firepit”, and collectively with Drozdov and Khakshoor, the “Super Biz Lenders”) (the “Firepit Note”, and collectively with the Drozdov Note and the Khakshoor Note, the “Super Biz Amended Notes”). F-27 Table of Contents Pursuant to the Super Biz Note Amendments, (a) the maturity date for each of the Super Biz Amended Notes was extended to August 1, 2025 (the “Amended Maturity Date”); and (b) beginning on June 1, 2025, through the Amended Maturity Date, the interest rate on each of the Super Biz Amended Notes was increased to 20 %. As consideration for entering into the Super Biz Note Amendments, the Company agreed to pay (x) two payments of $ 18,750 to each of Drozdov and Khakshoor; and (y) two payments of $ 12,500 to Firepit (collectively, the “Consideration Payments”). The first Consideration Payment was paid on June 15, 2025. The June 13, 2025 modification of the Super Biz Note was accounted for as a modification as the lender did not grant any concessions and the debt terms were not determined to be “substantially different” from the original debt, as described at Note 2. On July 8, 2025, the Company entered into exchange agreements with (i) Khakshoor, pursuant to which the Company and Khakshoor agreed that in exchange for the surrender and forgiveness of that certain promissory note issued to Khakshoor, dated August 1, 2024, and amended on June 13, 2025, with the principal and interest thereon being equal to $ 711,361 , Khakshoor will be issued 711,361 shares of the Company’s Series AAAA Jr. Convertible Preferred Stock (the “Khakshoor Agreement”); (ii) Drozdov, pursuant to which the Company and Drozdov agreed that in exchange for the surrender and forgiveness of that certain promissory note issued to Drozdov, dated August 1, 2024, and amended on June 13, 2025, with the principal and interest thereon being equal to $ 711,361 , Drozdov would be granted 711,361 shares of the Company’s Series AAAA Jr. Convertible Preferred Stock (the “Drozdov Agreement”); and (iii) Firepit, pursuant to which the Company and Firepit agreed that in exchange for the surrender and forgiveness of that certain promissory note issued to Firepit, dated August 1, 2024, and amended on June 13, 2025, with the principal and interest thereon being equal to $ 474,242 , Firepit would be granted 474,242 shares of the Company’s Series AAAA Jr. Convertible Preferred Stock (the “Firepit Agreement”, and collectively with the Khakshoor Agreement and Drozdov Agreement, the “SB Exchange Agreements”). The July 8, 2025 exchange of the Super Biz Amended Notes for shares of the Company’s Series AAAA Junior Preferred Stock was accounted for as an extinguishment of the related promissory notes, resulting in a loss on extinguishment of liability of $ 161,000 , included in the statement of operations for the year ended December 31, 2025. 6. DEBT Promissory Notes Accounted for at Fair Value Agile I On November 8, 2024 (the “Agile I Effective Date”), the Company entered into a loan agreement with Agile Capital Funding, LLC, as collateral agent (“Agile”) (the “Agile I Loan Agreement”), pursuant to which the Company issued to Agile a Confessed Judgment Secured Promissory Note for an aggregate value of $ 1.85 million (the “Agile I Note”). Pursuant to the Agile I Loan Agreement, (i) the Agile I Note matured 28 weeks from the Agile I Effective Date; (ii) carried an aggregate total interest payment of approximately $ 0.78 million (the “Applicable Rate”), and (iii) immediately upon the occurrence and during the continuance of an Event of Default (as defined in the Agile I Loan Agreement), interest accrued at a fixed per annum rate equal to the Applicable Rate plus five percent, or 42 %. The Company was required to repay all the obligations due under the Agile I Loan Agreement and the Agile I Note in 28 equal payments of $ 93,821 with the first payment being made to Agile on November 14, 2024, and every seven days thereafter until the Maturity Date. The proceeds received from the Agile I Note were used to fund general working capital needs. Pursuant to the Agile I Loan Agreement, upon the occurrence of certain events, including (a) a change in the Company’s business other than the business engaged in by the Company on the Agile I Effective Date, (b) cause or permit, voluntarily or involuntarily, any Key Person to cease being actively engaged in the management of the Company without prior notice to Agile, (c) a change in control of the Company or otherwise approve the liquidation or dissolution of the Company or its Subsidiary (collectively, a “Change in Business, Management, or Ownership”), or (d) the Term Loan is accelerated upon the occurrence of an Event of Default, the Company would be required to immediately pay to Agile an amount equal to the sum of (i) all outstanding principal of the Agile I Note plus accrued and unpaid interest thereon through the prepayment date, (ii) a fee equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the Maturity Date (the “Prepayment Fee”), plus (iii) all other obligations that are due and payable, including, without limitation, interest at the Default Rate with respect to any past due amounts. The Company was allowed to make a full or partial prepayment of any or all of the obligations arising under the Agile I Loan Agreement and the Agile I Note, provided the Company would be obligated to pay a contractual prepayment fee. F-28 Table of Contents The Agile I Loan Agreement imposed various restrictions on the activities of the Company, including, subject to certain exceptions set forth in the Agile I Loan Agreement, a prohibition on (i) creating, incurring, assuming, or being liable for any indebtedness, or allow the Subsidiary to do so (expressly excluding up to $ 3,000,000 of unsecured loans through one or more third parties); (ii) any Change in Business, Management, or Ownership; (iii) fundamental changes to the Company or its subsidiaries (including certain consolidations, mergers and sales/transfers of assets outside the ordinary course of business, and limitations on the ability of the Company and its Subsidiary to grant liens upon their property or assets); (iv) pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock; (v) enter into certain transactions with the Company’s affiliates; (vi) make or permit any payment on any debt that is subordinate to the obligations under the Agile I Loan Agreement and the Agile I Note (expressly excluding up to $ 3,000,000 of unsecured loans through one or more third parties); and (vi) other than in the ordinary course of business, entering into any material agreement, or terminating or materially amending a material agreement. As security for the full and prompt payment and performance of any obligations arising under the Agile I Loan Agreement and the Agile I Note, the Company and its Subsidiary granted to Agile a continuing first priority security interest in all the assets of the Company and its Subsidiary; provided, however, the filing of a financing statement and/or the taking of any action required to perfect Agile’s security interest in the collateral may only occur upon an event of default. The Agile I Loan Agreement also provides for standard Events of Default, customary provisions, including representations, warranties and covenants, indemnification, waiver of jury trial, arbitration, and the exercise of remedies upon a breach or default. In connection with entering into the Agile I Loan Agreement, the Company was required to pay an administrative fee of $ 92,500 to the Collateral Agent, which was paid at the closing out of proceeds of the issuance of the Agile I Note and expensed in “other income (expense)” in the statements of operations. On February 10, 2025, in connection with entering into the Agile II Loan Agreement as described below, the Company paid the remaining balance of the Agile I Note, including interest for the remaining term, totaling $ 1.5 million. Agile II On February 10, 2025 (the “Agile II Effective Date”), the Company entered into a Business Loan and Security Agreement (the “Agile II Loan Agreement”), with Agile Capital Funding, LLC as collateral agent (“Collateral Agent”), and Agile Lending, LLC (collectively, “Agile”), pursuant to which the Company issued to Agile a Confessed Judgment Secured Promissory Note for an aggregate value of $ 2.5 million (the “Agile II Note”). Pursuant to the Agile II Loan Agreement, (i) the Agile II Note matures 32 weeks from the Agile II Effective Date; (ii) carried an aggregate total interest payment of approximately $ 1.05 million, and (iii) immediately upon the occurrence and during the continuance of an Event of Default (as defined in the Agile II Loan Agreement), interest would accrue at a fixed per annum rate equal to the applicable rate plus five percent, or 42 %. The Company was required to repay all the obligations due under the Agile II Loan Agreement and the Agile II Note in 32 equal payments of $ 110,937 , with the first payment being made to Agile on February 17, 2025, and every seven days thereafter until the maturity date. The proceeds received from the Agile II Note will be used to fund general working capital needs. Pursuant to the Agile II Loan Agreement, upon the occurrence of certain events, including (a) a change in the Company’s business other than the business engaged in by the Company on the Aigle II Effective Date, (b) cause or permit, voluntarily or involuntarily, any Key Person to cease being actively engagement in the management of the Company without prior notice to Agile, (c) a change in control of the Company (expressly excluding pending transactions) or otherwise approve the liquidation or dissolution of the Company (collectively, a “Change in Business, Management, or Ownership”), or (d) the RP Note is accelerated upon the occurrence of an Event of Default, the Company would be required to immediately pay to Agile an amount equal to the sum of (i) all outstanding principal of the Agile II Note plus accrued and unpaid interest thereon through the prepayment date, (ii) a fee equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the maturity date (the “Prepayment Fee”), plus (iii) all other obligations that are due and payable, including, without limitation, interest at the Default Rate with respect to any past due amounts. The Company was allowed to make a full or partial prepayment (and receive a discount thereon if repaid in full within sixty days of note issuance) of any or all of the obligations arising under the Agile II Loan Agreement and the Agile II Note, provided the Company shall be obligated to pay the Prepayment Fee. The Agile II Loan Agreement imposed various restrictions on the activities of the Company consistent with the Agile I Loan Agreement described above under the heading “ Agile I. ” As security for the full and prompt payment and performance of any obligations arising under the Agile II Loan Agreement and the Agile II Note, the Company granted to Agile a continuing first priority security interest in all the assets of the Company; provided, however, the filing of a financing statement and/or the taking of any action required to perfect Agile’s security interest in the collateral may only occur upon an event of default. The Agile II Loan Agreement also provided for standard Events of Default, customary provisions, including representations, warranties and covenants, indemnification, waiver of jury trial, arbitration, and the exercise of remedies upon a breach or default. In connection with entering into the Agile II Loan Agreement, the Company was required to pay an administrative fee of $ 125,000 to the Collateral Agent, which was paid at the closing out of proceeds of the issuance of the Agile II Note and expensed in “other income (expense)” in the statements of operations. $ 1.5 million of the Agile II Note was used to repay the remaining balance of principal and interest under the Agile I Note, with net proceeds to the Company of approximately $ 875,000 . F-29 Table of Contents On July 10, 2025, the Company entered into an exchange agreement (the “Agile Exchange Agreement”) with Agile, pursuant to which the Company and Agile agreed that in exchange for the surrender and forgiveness of the Agile II Note, dated February 7, 2025, with the remaining amount of principal and interest thereunder being $ 1,331,250 , Agile received (a) 3,678 shares of common stock (the “Agile Exchange Shares”), (b) pre-funded warrants to purchase 14,419 shares of common stock (the “Agile Pre-Funded Warrants”, and collectively with the Agile Exchange Shares, the “Agile Exchange Securities”), with the Agile Exchange Securities valued at a price of $ 68.04 , such amount above the Nasdaq Minimum Price, and (c) four equal cash payments of $ 25,000 to Agile, totaling $ 100,000 . The July 10, 2025 exchange of the balance of the Agile II Note for shares of the Company’s Common Stock was accounted for as an extinguishment of the Agile II Note, resulting in the derecognition of the related liability and the recording of the fair value of the equity securities and other assets exchanged on the date of settlement. The Agile II Note was accounted for under the FVO, and therefore, the carrying amount of the Agile II Note immediately prior to settlement represented its fair value at the settlement date. The fair value of the common stock and cash payments exceeded the fair value of the Agile II Note on the date of the exchange resulting in a loss on extinguishment of a liability totaling $ 256,000 , which is included in other income (expense) in the statements of operations. 1800 Diagonal Lending I On March 26, 2025 (the “Diagonal Effective Date”), the Company and 1800 Diagonal Lending, LLC, a Virginia limited liability company, or registered assignees (“Diagonal”) entered into a Securities Purchase Agreement (the “Diagonal Agreement”), pursuant to which the Company issued a Convertible Promissory Note (the “Diagonal Note”) in the principal amount of $ 300,000 (the “Diagonal Principal”), for which the Diagonal Note, among other things, (a) matured on December 30, 2025 (unless otherwise accelerated upon an Event of Default (as defined below)) (the “Diagonal Maturity Date”), (b) accrued interest at a rate of 10 % per annum on the unpaid principal balance from the date the Diagonal Note was issued (the “Diagonal Issuance Date”) until the principal and interest became due and payable, whether on the Maturity Date or upon acceleration by prepayment or otherwise, (c) began to accrue interest on the Diagonal Issuance Date but would not be payable until the Diagonal Note became payable, and (d) interest accrued at a rate of 22 % per annum for any amount of principal or interest which was not paid as required under the Diagonal Note, or during an Event of Default. Pursuant to the Diagonal Note, Diagonal had the right, from time to time, and at any time, during the period beginning on the date which is 180 days from the Diagonal Effective Date and ending on the earlier of (a) the Diagonal Maturity Date, or (b) the date of payment of the Default Amount, each in respect of the remaining outstanding amount of the Diagonal Note into fully paid and non-assessable shares of common stock at a price equal to 75 % multiplied by the Market Price (as defined below) (the “Conversion Price”). For purposes of the Diagonal Note (x) the “Market Price” means the lowest Trading Price for the Company’s common stock during the 10 trading ending on the latest complete trading day prior to the Diagonal Conversion Date; (y) the “Trading Price” means the closing price (or bid, if applicable) of the Company’s common stock as listed (or quoted, as applicable) on the principal securities exchange or trading market where it is listed or traded; and (z) the “Diagonal Conversion Date” means the date specified in the applicable notice of conversion, delivered to the Company by Diagonal in accordance with the Diagonal Note. Pursuant to the Diagonal Note, the following events, among other things, constituted an Event of Default: (i) failure to pay principal and interest when due; (ii) the Company fails to issue shares of common stock upon exercise of Diagonal’s conversion rights under the Diagonal Note; (iii) the Company’s breach of any material covenant or other material term or condition in the Diagonal note or the Diagonal Agreement, and such breach continues for a period of 20 business days after written notice from Diagonal; (iv) any breach of the representations and warranties set forth in both the Diagonal Agreement and the Diagonal Note; (v) the Company institutes any assignment for the benefit of creditors, or applies for or consents to the appointment of a receiver or trustee for it or for a substantial part of its property or business; (vi) the Company institutes, or any proceeding is instated against the Company, relating to any bankruptcy, insolvency, reorganization, or liquidation proceedings; (vii) the Company fails to maintain the listing of its common stock on Nasdaq or on the Over The Counter boards or an equivalent exchange; (viii) the Company failing to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or ceases to be subject to the reporting requirements of the Exchange Act; (ix) the Company institutes any dissolution, liquidation, or winding up of the Company or any substantial portion of its business; (x) the restatement of any financial statements filed by the Company with the Securities and Exchange Commission (“SEC”), if the result of such restatement would have constituted a material adverse effect on the rights of Diagonal; (xi) the Company proposes to replace its transfer agent and fails to provide a fully executed irrevocable transfer agent instructions signed by the successor transfer agent; and (xii) a breach or default by the Company of any covenant or other term or condition contained in any other agreement by the Company, after the passage of all applicable notice and cure or grace periods (each individually an “Event of Default”, and collectively, “Events of Default”). Upon the occurrence and during the continuation of any Event of Default, the Diagonal Note would become immediately due and payable, and the Company would pay to Diagonal an amount equal to the Default Amount (as defined below), multiplied by two. For other Events of Default, the Diagonal Note would become immediately due and payable in an amount equal to 150 % times the sum of (a) the then outstanding principal amount of the Diagonal Note, plus (b) accrued and unpaid interest on the unpaid principal amount of the Diagonal Note to the date of payment, plus (c) Default Interest, if any, on the amounts referred to in clauses (a) and/or (b), plus (d) any amounts owed to Diagonal pursuant to the Diagonal Note (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (b), (c) and (d) shall collectively be known as the “Default Amount”) and all other amounts payable under the Diagonal Note would immediately become due and payable, together with all costs, including, without limitation, legal fees and expenses, of collection, and Diagonal would be entitled to exercise all other rights and remedies available at law or in equity. F-30 Table of Contents The Diagonal Note further contained provisions that (a) limited Diagonal’s beneficial ownership upon conversion of the Diagonal Note to a maximum of 4.99 % of the Company’s issued and outstanding common stock; (b) prohibited the Company from entering selling, leasing or otherwise disposing of any significant portion of its assets outside the ordinary course of business; and (c) adjusted the Conversion Price (and number of shares deliverable upon conversion) upon (i) the event of merger, consolidation, or similar transactions, and (ii) the Company declaring or making any distribution of assets to holders of its common stock as a dividend, stock repurchase, return of capital, or otherwise. The Diagonal Agreement also provided for customary provisions, including, without limitation, representations, warranties, covenants, conditions to closing, indemnification, waiver of jury trial, and exercise of remedies upon a breach of the Diagonal Agreement. The Diagonal Note was issued with an Original Issue Discount of 4.75 % (the “OID”), with net proceeds to the Company of approximately $ 279,000 after deducting the OID, reimbursement of Diagonal’s expenses in an amount equal to $ 7,000 (expensed in the statements of operation for the year ended December 31, 2025), and other estimated offering expenses. The Company used the net proceeds from the offering for working capital and general corporate purposes. During the year ended December 31, 2025, Diagonal converted an aggregate principal and interest amount under the Diagonal Note of $ 320,000 into shares of the Company’s Common Stock at an average price of $ 28.44 per share, resulting in the issuance of 11,334 shares of Common Stock to Diagonal. As of December 31, 2025, the Diagonal Note was fully extinguished. 1800 Diagonal Lending II On May 12, 2025 (the “Diagonal II Effective Date”), the Company and Diagonal entered into a Securities Purchase Agreement (the “Diagonal II Agreement”), pursuant to which the Company issued a Convertible Promissory Note (the “Diagonal II Note”) in the principal amount of $ 145,200 (the “Diagonal II Principal”), for which the Diagonal II Note, among other things, (a) matured on February 15, 2026 (unless otherwise accelerated upon an Event of Default (as defined below)) (the “Diagonal II Maturity Date”), (b) accrued interest at a rate of 10 % per annum on the unpaid principal balance from the date the Diagonal II Note was issued (the “Diagonal II Issuance Date”) until the principal and interest becomes due and payable, whether on the Maturity Date or upon acceleration by prepayment or otherwise, (c) interest began to accrue on the Diagonal II Issuance Date but would not be payable until the Diagonal II Note became payable, and (d) interest would accrue at a rate of 22 % per annum for any amount of principal or interest which is not paid as required under the Diagonal II Note, or during an Event of Default. Pursuant to the Diagonal II Note, Diagonal had the right, from time to time, and at any time, during the period beginning on the date which is 180 days from the Diagonal II Effective Date and ending on the earlier of (a) the Diagonal II Maturity Date, or (b) the date of payment of the Default Amount, each in respect of the remaining outstanding amount of the Diagonal II Note into fully paid and non-assessable shares of common stock at a price equal to 75 % multiplied by the Market Price (as defined below) (the “Conversion Price”). For purposes of the Diagonal II Note (x) the “Market Price” means the lowest Trading Price for the Company’s common stock during the 10 trading ending on the latest complete trading day prior to the Diagonal II Conversion Date; (y) the “Trading Price” means the closing price (or bid, if applicable) of the Company’s common stock as listed (or quoted, as applicable) on the principal securities exchange or trading market where it is listed or traded; and (z) the “Diagonal II Conversion Date” means the date specified in the applicable notice of conversion, delivered to the Company by Diagonal in accordance with the Diagonal II Note. Pursuant to the Diagonal II Note, the following events, among other things, constituted an Event of Default: (i) failure to pay principal and interest when due; (ii) the Company fails to issue shares of common stock upon exercise of Diagonal’s conversion rights under the Diagonal II Note; (iii) the Company’s breach of any material covenant or other material term or condition in the Diagonal II Note or the Diagonal II Agreement, and such breach continues for a period of 20 business days after written notice from Diagonal; (iv) any breach of the representations and warranties set forth in both the Diagonal II Agreement and the Diagonal II Note; (v) the Company institutes any assignment for the benefit of creditors, or applies for or consents to the appointment of a receiver or trustee for it or for a substantial part of its property or business; (vi) the Company institutes, or any proceeding is instated against the Company, relating to any bankruptcy, insolvency, reorganization, or liquidation proceedings; (vii) the Company fails to maintain the listing of its common stock on Nasdaq or on the Over The Counter boards or an equivalent exchange; (viii) the Company failing to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or ceases to be subject to the reporting requirements of the Exchange Act; (ix) the Company institutes any dissolution, liquidation, or winding up of the Company or any substantial portion of its business; (x) the restatement of any financial statements filed by the Company with the SEC, if the result of such restatement would have constituted a material adverse effect on the rights of Diagonal; (xi) the Company proposes to replace its transfer agent and fails to provide a fully executed irrevocable transfer agent instructions signed by the successor transfer agent; and (xii) a breach or default by the Company of any covenant or other term or condition contained in any other agreement by the Company, after the passage of all applicable notice and cure or grace periods (each individually an “Event of Default”, and collectively, “Events of Default”). F-31 Table of Contents Upon the occurrence and during the continuation of any Event of Default that is enumerated in Section 3.2 of the Diagonal II Note, the Diagonal II Note would become immediately due and payable, and the Company would pay to Diagonal an amount equal to the Default Amount (as defined below), multiplied by two. For other Events of Default not enumerated in Section 3.2 of the Diagonal II Note, the Diagonal II Note would become immediately due and payable in an amount equal to 150 % times the sum of (a) the then outstanding principal amount of the Diagonal II Note, plus (b) accrued and unpaid interest on the unpaid principal amount of the Diagonal II Note to the date of payment, plus (c) Default Interest, if any, on the amounts referred to in clauses (a) and/or (b), plus (d) any amounts owed to Diagonal pursuant to Sections 1.3 and 1.4(g) of the Diagonal II Note (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (b), (c) and (d) shall collectively be known as the “Default Amount”) and all other amounts payable under the Diagonal II Note would immediately become due and payable, together with all costs, including, without limitation, legal fees and expenses, of collection, and Diagonal shall be entitled to exercise all other rights and remedies available at law or in equity. Pursuant to the Diagonal II Note, Diagonal was prohibited from converting any portion of the Diagonal II Note that, if such conversion was effectuated, would cause the Company to issue to the Lender shares of the Company’s common stock in excess of 19.99 % of the issued and outstanding shares of common stock immediately prior to the issuance of the Diagonal II Note. The Diagonal II Note was issued with an Original Issue Discount of 4.75 % (the “OID”), with net proceeds to the Company of $ 125,000 after deducting the OID, reimbursement of Diagonal’s expenses in an amount equal to $ 7,000 (expensed in the statement of operations for the year ended December 31, 2025), and other estimated offering expenses. The Company used the net proceeds from the offering for working capital and general corporate purposes. During the year December 31, 2025, Diagonal converted an aggregate principal and interest amount under the Diagonal II Note of $ 157,000 into shares of the Company’s Common Stock at an average price of $ 9.72 per share, resulting in the issuance of 13,084 shares of Common Stock to Diagonal. As of December 31, 2025, the Diagonal II Note was fully extinguished. Belleau Note Purchase Agreement On March 28, 2025 (the “Belleau Effective Date”), the Company entered into a Note Purchase Agreement (the “Belleau Purchase Agreement”) with Belleau Wood Capital, LP, or its assignees (“Belleau”). Pursuant to the Belleau Purchase Agreement, the Company will issue to Belleau a total of three Unsecured Promissory Notes (each, a “Belleau Note” and collectively, the “Belleau Notes”) with an aggregate principal amount of $ 1,500,000 (the “Belleau Principal”). Each of the Belleau Notes (x) matured on the date that was 12 months from the date of the issuance of each respective Belleau Note (collectively, the “Belleau Maturity Date”); (y) may be prepaid in part or in full at any time by the Company without penalty; and (z) accrued interest at a rate of 20 % simple interest per annum (the “Belleau Interest Rate”, and the dollar value of the accrued interest, the “Belleau Interest”). The Company used the proceeds from the sale of the Belleau Notes for working capital and general corporate purposes. The Belleau Interest that accrued on each respective Belleau Note was payable on each respective Belleau Maturity Date in the form of restricted shares of the Company’s common stock equal to 20 % of the Belleau Principal, calculated at a price per share of $ 168.00 . In the event of a prepayment of any Belleau Note by the Company, the Belleau Interest would be payable in full at the time of such prepayment. The Belleau Note also provided for (i) standard events of default, including (a) any default in the payment of the Belleau Principal or Belleau Interest on their respective due dates, (b) the occurrence of a Bankruptcy Event (as defined in the Belleau Note), or (c) the Company commits any material breach or default of any material provision of the Belleau Note, if not cured within 20 days following the written notice from Belleau specifying in reasonable detail such breach or default (sections (a) through (c), the “Belleau Events of Default”); and (ii) customary provisions, including representations, warranties and covenants, indemnification, waiver of jury trial, arbitration, and the exercise of remedies upon a breach or default. Upon the occurrence of an Event of Default, the Belleau Note would bear interest at the default interest rate of 20 % per annum, payable in cash, and upon Belleau’s written notice to the Company, all payments of Belleau Principal and Belleau Interest would become immediately due and payable. On August 11, 2025, the Company and Belleau entered into an Amended & Restated Unsecured Promissory Note, pursuant to which the Belleau Principal was reduced to $ 1,250,000 . The Company used the proceeds from the sale of the Belleau Notes for working capital and general corporate purposes. During the three months ended September 30, 2025, the Company repaid $ 250,000 of principal on the Belleau Note. Effective October 22, 2025, the Company and Belleau Wood Capital, LP (“Belleau”) entered into an exchange agreement (the “Belleau Exchange Agreement”), pursuant to which the Company and Belleau agreed (a) to convert the remaining principal amount of $ 1.0 million due under the Belleau Note into 83,334 shares of Common Stock, valued at $ 12.00 per share, simultaneous with the close of the October 2025 PIPE (the “Note Exchange Consideration”), and (b) issue Belleau a common stock purchase warrant to purchase the sum of 10,417 shares of Common Stock, in form similar to the PIPE Warrants (the “Belleau Warrants”), except the warrants will be exercisable for a period of two (2) years. F-32 Table of Contents The exchange of the remaining balance of the Belleau Note for common stock and common stock purchase warrants, as described above, was accounted for as an exchange of debt for equity, resulting in a loss on exchange totaling $ 1,871,000 , reflected in other income (expense) in the statement of operations for the year ended December 31, 2025. The Belleau Note was accounted for under the FVO, and therefore, the carrying amount of the Belleau Note immediately prior to the exchange represented its fair value at the exchange date. The fair value of the Belleau Warrants was estimated utilizing Black-Scholes, with inputs including term of 2 years, stock price of $ 31.20 , volatility of 93 % and risk-free interest rate of 3.45 %. Related Party Promissory Note On November 19, 2024 (the “RP Effective Date”), the Company entered into a Note Purchase Agreement (the “RP Purchase Agreement”) with a non-employee member of the Board (the “Purchaser”). Pursuant to the RP Purchase Agreement, the Company issued to the Purchaser an Unsecured Promissory Note (the “RP Note”) in the amount of $ 1,500,000 (the “RP Principal”), for which the RP Note (i) matured on the date that was 12 months from the RP Effective Date (the “RP Maturity Date”), (ii) may be pre-paid at any time by the Company without penalty, and (iii) accrued interest on the RP Principal at a rate of 40 % simple interest per annum (the “RP Interest”). The RP Interest was payable on the RP Maturity Date. In the event of a prepayment of the RP Note by the Company, the RP Interest would be pro-rated for the period the RP Note is outstanding. The Company utilized the proceeds for working capital and general corporate purposes. The RP Note also provided for (i) standard events of default, including (a) any default in the payment of the RP Principal or RP Interest on their respective due dates, (b) the occurrence of a Bankruptcy Event (as defined in the RP Note), or (c) the Company commits any material breach or default of any material provision of the RP Note, if not cured within 20 days following the written notice from the Purchaser specifying in reasonable detail such breach or default (sections (a) through (c), the “Events of Default”); and (ii) customary provisions, including representations, warranties and covenants, indemnification, waiver of jury trial, arbitration, and the exercise of remedies upon a breach or default. Upon the occurrence of an Event of Default, the RP Note would bear interest at the default interest rate of 45 % per annum, and upon Purchaser’s written notice to the Company, all payments of RP Principal and RP Interest would become immediately due and payable. On June 13, 2025, the Company entered into an amendment to the RP Note (the “RP Amendment”). Pursuant to the Amendment, (a) the maturity date of the RP Note was extended to November 19, 2026; (b) beginning on November 19, 2025, interest no longer accrued on the remaining Principal outstanding; and (c) the Company agreed to make monthly payments of $ 175,000 , with such payments to start on November 19, 2025, and continue thereafter for twelve months, at which time the RP Note would be paid in full. On July 7, 2025, the Company entered into an exchange agreement with the Michael Keller Trust (the “Trust”) (“RP Exchange Agreement”), pursuant to which the Company and the Trust agreed that in exchange for the surrender and forgiveness of RP Note, with the principal and interest thereon being equal to $ 1,878,082 , the Trust would be granted (a) 1,500,000 shares of Series AAAA Jr. Convertible Preferred Stock, and (b) cash payments totaling $ 378,000 , such payments to be made in equal monthly installments of approximately $ 63,000 , commencing on October 15, 2025, and concluding on March 15, 2026 (the “Trust Agreement”). The July 7, 2025 exchange of the balance of the RP Note for shares of the Company’s Series AAAA Junior Preferred Stock was accounted for as an extinguishment of the RP Note, resulting in the derecognition of the related liability and the recording of the fair value of the Series AAAA Jr. Preferred Stock exchanged on the date of settlement. The RP Note was accounted for under the FVO, and therefore, the carrying amount of the RP Note immediately prior to settlement represented its fair value at the settlement date, resulting in a loss on extinguishment totaling $ 26,000 . The $ 378,000 of accrued cash payments were included as a component of the change in fair value of the RP Note for the year ended December 31, 2025, which is included in other income (expense) in the statement of operations. Yield Point Convertible Note On July 10, 2025, the Company and Yield Point NY, LLC (the “Yield Point”) entered into a Securities Purchase Agreement, pursuant to which the Company agreed to sell up to (i) an aggregate principal amount of $ 4,494,382 in 8 % Senior Secured Convertible Notes, maturing eighteen ( 18 ) months after the issue date, with original issue discount of 11 %, convertible into shares of the Company’s common stock at a conversion price of $ 81.78 per share, and if not converted then amortized over the final twelve (12) months concluding on the maturity date (“YP Notes”), and (ii) common stock purchase warrants to purchase 54,998 shares of common stock at an exercise price of $ 64.33 per share (the “Original YP Warrant”) (the “Offering”) (the YP Purchase Agreement”). The Company received $ 4,000,000 in gross proceeds from the Offering. The Company used the proceeds from the sale of the YP Notes for working capital and general corporate purposes. The Purchase Agreement contained customary covenants on the Company’s part that are typical for transactions of this type, as well as the following additional covenants: (i) for as long as the YP Notes remain outstanding, the Company agreed not to effect or enter into an Equity Line of Credit or agreement to effect any issuance by the Company or any of its subsidiaries involving a variable rate transaction; (ii) the Company agreed to offer to Yield Point, for so long as any amount in excess of $ 1,500,000 remains outstanding on the YP Note, the opportunity to participate in an amount equal to 25 % in any subsequent securities offerings by the Company; (iii) the Company agreed to hold a stockholder meeting within 90 days of the date of the Agreement at which the Company will solicit the stockholders’ affirmative vote for approval of the anti-dilution provisions described in the transaction documents in accordance with the applicable law and rules and regulations of the Nasdaq. The YP Purchase Agreement obligated the Company to indemnify Yield Point and various related parties for certain losses including those resulting from (i) any misrepresentation or breach of any representation or warranty made by the Company, (ii) any breach of any obligation of the Company, and (iii) certain claims by third parties. F-33 Table of Contents The YP Notes were senior secured obligations of the Company and were secured by certain personal property of the Company, pursuant to a security agreement. Unless earlier converted, the YP Notes would mature in January 2027. The YP Notes bore interest at a rate of 8 % per annum, subject to increase in the event of default to the lesser of 18 % per annum or the maximum rate permitted under applicable law. The YP Notes, including interest accrued thereon, were convertible at any time until a convertible note is no longer outstanding, in whole or in part, at the option of the holders into shares of common stock at a conversion price of $ 81.78 per share, subject to adjustment as set forth therein. The YP Notes had a beneficial ownership limitation such that none of Yield Point have the right to convert any portion of their YP Notes if Yield Point (together with its affiliates or any other persons acting together as a group with Yield Point) would beneficially own in excess of 4.99 % of the number of shares of common stock outstanding immediately after giving effect to the issuance of common stock issuable upon conversion of such YP Notes, or, upon 61 days’ prior written notice to the Company, 9.99 % of the number of shares of common stock outstanding immediately after giving effect to the issuance of common stock issuable upon conversion of such YP Notes. Commencing on the six-month anniversary of the date of the issuance of the YP Note, and on the same date every month thereafter, the Company would make 12 equal amortization payments, with each payment being equal to one-twelfth of the initial principal amount, plus all accrued but unpaid interest. The YP Notes also contained certain negative covenants, including prohibitions on the incurrence of indebtedness, liens, amendments to the Company’s organizational documents, dividends, redemption, related party transactions and entry into any equity line of credit agreement or variable rate transactions. The YP Notes also contained standard and customary events of default including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the YP Notes, existence of a default or event of default under any of the Transaction Documents (as defined in the YP Notes), the bankruptcy or insolvency of the Company or any of its subsidiaries and unsatisfied judgements against the Company. The Original YP Warrant entitled the holders to purchase 54,998 shares of common stock, respectively. The Original YP Warrant was exercisable immediately and had a term of four years. The Original YP Warrant had an exercise price of $ 64.33 per share, subject to adjustment as set forth therein. The terms of each of the YP Notes and the Original YP Warrant provided for anti-dilution protection for issuances of common stock at a price per share less than the price equal to the conversion price or exercise price, as applicable, subject to approval by the Company’s stockholders. In connection with the YP Purchase Agreement, the Company and Yield Point entered into the PIPE Registration Rights Agreement, pursuant to which the Company agreed to register the Underlying Shares on the Registration Statement, to be filed with the SEC within 30 days after the date of the issuance of the YP Notes and Original YP Warrant and to cause the Registration Statement to be declared effective under the Securities Act no later than 90 days after the date of the Purchase Agreement. The Company also entered into a Security Agreement (the “YP Security Agreement”) with Yield Point and such holders of the YP Notes as may be issued in the future (together with Yield Point, the “Secured Parties”). Pursuant to the YP Security Agreement, the Secured Parties were granted a security interest in certain of the Company’s personal property to secure the payment and performance of all of the Company’s obligations under the YP Notes, Original YP Warrant, Purchase Agreement, Registration Rights Agreement and Security Agreement. On September 30, 2025, the Company and Yield Point, entered into Amendment No. 1 to the YP Note (the “YP Note Amendment”), originally issued on July 10, 2025, pursuant to that certain YP Purchase Agreement, dated therewith. Pursuant to the YP Note Amendment, (i) the “Conversion Price” was amended to $ 71.40 , subject to adjustment as set forth in the YP Note; and (ii) the “Floor Price” was amended to $ 14.28 . All other terms and conditions of the YP Note remain in full force and effect. The initial fair value of the Original YP Warrant, totaling $ 1,935,000 , was classified as a liability in the balance sheets, and remeasured at fair value at each balance date. The change in fair value of the Original YP Warrant for the year ended December 31, 2025 totaled $ 1,070,000 which is reflected in other income (expense) in the statements of operations. The fair value of the Original YP Warrant was estimated using the Black-Scholes option pricing model and the following weighted-average assumptions: expected volatility of 40 %; risk free interest rate range of 3.66 % - 3.88 %; and expected life range of 3.83 - 4.0 years. The fair value of the conversion feature embedded in the YP Note was estimated using the Black-Scholes option pricing model and the following weighted-average assumptions: expected volatility of 40 %; risk free interest rate range of 3.66 % - 3.97 %; and expected life range of 1.30 - 1.53 years. In conjunction with the Company’s October 2025 shareholder meeting, shareholders approved the issuance of the shares underlying the Original YP Warrant as required by Nasdaq Listing Rule 5635(d). As such, the fair value of the Original YP Warrant on the approval date totaling $ 1,679,000 was reclassified to equity. F-34 Table of Contents Effective October 22, 2025, the Company and Yield Point entered into an exchange agreement (the “YP Exchange Agreement”), pursuant to which the Company and Yield Point would, on a date no earlier than ten (10) business days after the effectiveness of the YP Exchange Agreement, exchange up to 100% of unconverted and unpaid principal and interest under the YP Note, for (i) that number of shares of the Company’s Series C Preferred Stock; (ii) common stock purchase warrants to purchase 166,667 shares of Common Stock, on terms substantially similar to the PIPE Warrants, at an initial exercise price of $ 12.00 per share subject to adjustment as set forth therein (the “YP Exchange Warrant”); and (iii) the cancellation of all remaining common stock purchase warrants previously issued to Yield Point in connection with the sale to Yield Point of the YP Note, dated July 10, 2025 (“YP Note Exchange”). In addition, during the 10-day period from the effective date of the YP Exchange Agreement, Yield Point converted $ 1,953,000 of the outstanding principal balance under the YP Note, resulting in the issuance of 136,834 shares of common stock to Yield Point upon conversion, and the Company repaid in cash and additional $ 1,500,000 of outstanding principal on the YP Note. As a result, the remaining balance under the YP Note as of the YP Note Exchange date was $ 1,153,000 . The exchange of the remaining balance of the YP Note for Series C Preferred stock, as described above, was accounted for as an exchange of debt for equity, resulting in a loss on exchange totaling $ 196,000 , reflected in other income (expense) in the statement of operations for the year ended December 31, 2025. The exchange of the Original YP Warrant for the YP Exchange Warrant, as described above, was accounted for as a modification of the Original YP Warrant, resulting in a loss on extinguishment totaling $ 1,459,000 reflected in other income (expense) in the statement of operations for the year ended December 31, 2025. The fair value of the Original YP Warrant and the YP Exchange Warrant, on the date of the exchange was estimated utilizing Black-Scholes, with inputs including, Term of 4 years, stock price of $ 14.04 , volatility of ranging from 40 % to 103 % and risk-free interest rate of 3.58 %. Debt Accounted for Under the Fair Value Option The Agile I Note, Agile II Note, Diagonal I Note, Diagonal II Note, Belleau Note, RP Note and the YP Note were accounted for at fair value as described in Note 2, and measured using Level 3 inputs. YP Note Agile I Note Agile II Note Belleau Note Diagonal I Note Diagonal II Note RP Note Gross Proceeds $ 4,494,000 $ 1,850,000 $ 2,500,000 $ 1,250,000 $ 300,000 $ 145,000 $ 1,500,000 Proceeds net of original issue discount 4,000,000 - - - 286,000 132,000 - Fair Value at issuance date 2,065,000 2,132,000 3,205,000 1,019,000 247,000 123,000 1,343,000 Fair Value allocated to Original YP Warrant liability 1,935,000 - - - - - - Difference between proceeds and fair value at issuance (2) N/A 282,000 705,000 ( 231,000 ) ( 39,000 ) ( 9,000 ) ( 157,000 ) Note balance – December 31, 2024 - 1,454,000 - - - - 1,500,000 Fair value – December 31, 2024 - 1,679,000 - - - - 1,438,000 Note balance – December 31, 2025 - - - - - - - Fair value – December 31, 2025 - - - - - - - Conversion to equity / payments on notes payable during the year ended December 31, 2025 4,607,000 1,898,000 2,846,000 1,306,000 320,000 157,000 1,474,000 Interest paid during the year ended December 31, 2025 - 563,000 656,000 - - - - Change in fair value - year ended December 31, 2025 (2) 2,542,000 ( 178,000 ) 67,000 56,000 72,000 25,000 35,000 Debt issue and extinguishment costs (1) 570,000 180,000 125,000 - 7,000 7,000 - Interest Rate / Discount rate 8 %/NA 42 %/ 42 % 42 %/ 42 % 20 %/ 42 % 10 %/ 42 % 10 %/ 42 % 40 %/ 42 % (1) Debt issue costs incurred in connection with the YP Note included legal fees and advisor fees. Debt issue costs incurred in connection with the Agile Loan included administrative fee of $ 92,500 to the collateral agent and advisor fees. Debt issuance costs are reflected in “other income (expense)” in the statements of operations. (2) Reflected in interest expense in the statements of operations. F-35 Table of Contents Accounts Receivable Financing Facility Super League Enterprise, Inc. and certain of its subsidiaries (collectively with the Company, the “Borrowers”), entered into a Financing and Security Agreement (the “SLR Agreement”) with SLR Digital Finance, LLC (“Lender”), effective December 17, 2023 (the “Facility Effective Date”). Pursuant to the SLR Agreement, Lender may, from time to time and in its sole discretion, make certain cash advances to the Company (each an “Advance”, and collectively, “Advances”), against the face amounts of certain uncollected accounts receivable of the Borrowers on an account-by-account basis (each, a “Financed Account”, and collectively, the “Accounts”), at a rate of 85 % multiplied by the face value of such Account (the “Advance Rate”), less any reserved funds and any other amounts due to Lender from Borrowers, up to a maximum aggregate Advance amount of $ 4,000,000 (the “Maximum Amount”)(collectively, the “AR Facility”). Upon receipt of any Advance, Borrowers assigned all of its rights in such receivables and all proceeds thereof. The proceeds received from the Facility will be used to fund general working capital needs. On June 10, 2025, the AR Facility was terminated. In connection with the AR Facility, the Company agreed to, among other things, (i) pay a finance fee equal to 2 % of the Maximum Amount, payable in 24 equal monthly installments on the last day of each month of the Term until paid in full, (ii) pay a servicing fee equal to 0.30 % multiplied by the actual average daily amount of Advances outstanding at the time of determination (the “Outstanding Amount”) for the applicable month, on the last day of each calendar month during the Term (or so long as any obligations arising under the SLR Agreement are outstanding); (iii) be charged a monthly financing fee (the “Financing Fee”), due upon receipt of full payment of a Financed Account by Lender, equal to 1/12 of (a) the prime rate plus 2 % (the “Facility Rate”), multiplied by (b) the amount of the Outstanding Amount; and (iv) utilize the facility such that the monthly average aggregate Advances outstanding is at $ 400,000 (the “Minimum Utilization”). In the event that Borrower’s monthly utilization is less than the applicable Minimum Utilization for any month, the Financing Fee for such month shall be calculated as if the applicable Minimum Utilization has been satisfied. Transfers of financial assets that do not qualify for sale accounting are reported as collateralized borrowings. Financing and servicing fees calculated with reference to amounts advanced under the AR Facility are included in interest expense. The commitment fee, based on the maximum facility amount and payable irrespective of drawdowns, is expensed on a straight-line basis over the term of the AR Facility and included in other income (expense) in the statements of operations. Total amounts advanced and repaid under the AR Facility for the applicable periods presented are reflected in financing activities in the statements of cash flows. Interest expense for the years ended December 31, 2025 and 2024 totaled $ 10,000 and $ 63,000 , respectively. Commitment fee expense for the years ended December 31, 2025 and 2024 totaled $ 40,000 and $ 40,000 , respectively. 7. STOCKHOLDERS ’ EQUITY AND EQUITY-LINKED INSTRUMENTS General Each holder of common stock is entitled to one vote for each share of common stock held at all meetings of stockholders. The Company’s initial certificate of incorporation authorized 5,000,000 shares of preferred stock, par value $ 0.001 per share. In October 2016, the Board and a majority of the holders of the Company’s common stock approved an amendment and restatement of the certificate of incorporation which, in part, eliminated the authorized preferred stock (“First Amended and Restated Charter”). In August 2018, the Board approved a second amendment and restatement of the Company’s amended and restated certificate of incorporation (the “Second Amended and Restated Charter”) to, in part, increase the Company’s authorized capital to a total of 110.0 million shares, including 10.0 million shares of newly created preferred stock, par value $ 0.001 per share (“Preferred Stock”), remove the deemed liquidation provision, as such term is defined in the First Amended and Restated Charter, authorize the Board to fix the designation and number of each series of Preferred Stock, and to determine or change the designation, relative rights, preferences, and limitations of any series of Preferred Stock. The Second Amended and Restated Charter was approved by a majority of the Company’s stockholders in September 2018, and was filed with the State of Delaware in November 2018. On May 30, 2023, the Company filed an amendment to its Second Amended and Restated Charter (“2023 Amendment”), increasing the number of authorized shares of common stock from 100,000,000 to 400,000,000 . The Company’s Board approved the amendment on March 17, 2023, and the Company obtained the approval of the 2023 Amendment by written consent of its stockholders holding greater than 50% of the voting securities of the Company on April 5, 2023. On October 20, 2025, the Company filed the Third Amended and Restated Certificate of Incorporation of Super League Enterprise, Inc. (the “Third Amended Certificate”). The Third Amended Certificate amended the Company’s Second Amended and Restated Charter to (i) increase the number of authorized shares of Common Stock from 400,000,000 to 750,000,000 ; and (ii) to allow the vote of the holders of the Company’s preferred stock to amend their respective preferred stock certificates of designations, without requiring the approval of the holders of all voting securities of the Company. The Third Amended Certificate was also restated to include all amendments to the prior charters made pursuant to Certificates of Amendment after the filing of the Second Amended and Restated Charter. As of December 31, 2025, 3,517,835 shares of Common Stock were reserved for future issuance pursuant to outstanding unvested RSUs and stock options under the Company’s 2025 Plan, common stock purchase warrants and convertible preferred stock outstanding, as disclosed at Note 2. F-36 Table of Contents Reverse Stock Splits On January 16, 2026, the Company filed an amendment to the Company’s Third Amended Certificate, to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of 1-for- 12 (the “2026 Reverse Split”) (the “2026 Amendment”). The 2026 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. The 2026 Reverse Split was approved by the Company’s Board on January 2, 2026, and approved by the stockholders of the Company on June 9, 2025. On June 17, 2025, the Company filed a certificate of amendment (the “June 2025 Amendment”) to its Second Amended and Restated Certificate of Incorporation, which became effective as of June 23, 2025, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for- 40 (the “2025 Reverse Split”). As a result of the 2025 Reverse Split, every 40 shares of the Company’s issued and outstanding common stock was automatically combined and converted into one issued and outstanding share of common stock. The 2025 Reverse Split was approved by the Company’s Board on June 2, 2025, and approved by the stockholders of the Company on June 9, 2025. All references to common stock, warrants to purchase common stock, options to purchase common stock, restricted stock, share data, per share data and related information contained in the financial statements have been retroactively adjusted to reflect the effect of the 2026 Reverse Split (and all other reverse splits described herein) for all periods presented. Bylaw Amendment On June 4, 2024, the Board approved an amendment (the “2024 Amendment”) to the Company’s Second Amended and Restated Bylaws, effective June 4, 2024, to reduce the number of shares that are required to be present at a meeting of the Company’s stockholders (a “Meeting”) for purposes of establishing a quorum. Prior to the 2024 Amendment, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock was required to establish a quorum for the transaction of business at a Meeting. As approved in the 2024 Amendment, the presence, in person or by proxy duly authorized, of the holders of not less than one-third ( 1/3 ) of the outstanding shares of stock entitled to vote will constitute a quorum for the transaction of business at a Meeting. The Board adopted the 2024 Amendment to more practically obtain a quorum and conduct business at a Meeting. The Board based its decision on the increasing prevalence of brokerage firms opting to forgo discretionary or proportionate voting of the shares held by them in street name, which is making it increasingly difficult for companies with a large retail stockholder base to obtain a quorum of the majority. The change to the quorum requirement was made to improve the Company’s ability to hold Meetings when called. Common Stock Common Stock Issuances - Fiscal Year Ended December 31, 2025 October 2025 PIPE Transaction On October 22, 2025, October 24, 2025 and October 27, 2025, the Company entered into Securities Purchase Agreements (the “PIPE Purchase Agreements”) with certain accredited investors (the “Purchasers”), relating to the Company’s offering of an aggregate of (a) 332,084 shares (the “PIPE Shares”) of the Company’s Common Stock, at a price per share equal to $ 12.00 and (b) Pre-Funded Warrants to purchase 1,334,584 shares of Common Stock (the “PIPE Pre-Funded Warrants”) at a price per PIPE Pre-Funded Warrant equal to same price as that for PIPE Shares minus $ 0.00001 , and the remaining exercise price of each PIPE Pre-Funded Warrant will equal $ 0.00001 per share, for gross proceeds to the Company of approximately $ 20,000,000 , before deducting offering costs and expenses (“October 2025 PIPE”). For each one PIPE Share or PIPE Pre-Funded Warrant purchased in the Offering, each Purchaser also received Common Stock Purchase Warrants (“PIPE Warrants”), to purchase one share of Common Stock (“PIPE Warrant Shares”), with an exercise price of $ 144.00 per share. The PIPE Shares, PIPE Pre-Funded Warrants and PIPE Warrants sold in the Offering are sometimes hereafter referred to as, the “PIPE Securities.” The October 2025 PIPE, which was comprised of three separate closings, had a final close date of October 27, 2025. The Company intends to use the proceeds from the Offering for repayment of existing indebtedness totaling $ 1.5 million, implementation of a new corporate strategy, general corporate purposes and working capital. In connection with the consummation of the October 2025 PIPE, as described below, the Company issued additional warrants to purchase an aggregate of 766,667 shares of common stock to certain designees of the Lead Investor (as defined in the PIPE Placement Agreement) (“PIPE Lead Warrants”), as approved by the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders. Under the PIPE Pre-Funded Warrants, a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99 % of the number of shares of Common Stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99 % of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the PIPE Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 9.99 % upon 61 days’ notice to the Company. In addition, in certain circumstances, upon a fundamental transaction, a holder of PIPE Pre-Funded Warrants will be entitled to receive, upon exercise of the PIPE Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the PIPE Pre-Funded Warrants immediately prior to the fundamental transaction. As of December 31, 2025, PIPE Pre-Funded Warrants to purchase 1,187,500 shares of Common Stock were outstanding. F-37 Table of Contents The Company and the Purchasers also executed a registration rights agreement (the “PIPE RRA”), pursuant to which the Company agreed to file a registration statement covering the resale of the PIPE Shares, the shares of Common Stock underlying the Pre-Funded Warrants (the “PFW Shares”), and the PIPE Warrant Shares within thirty (30) days following the date of the issuance of the PIPE Securities, and to cause the PIPE RRA to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), no later than 90 days after the date on which the Purchase Agreements were entered. The related registration statement was declared effective on December 12, 2025. The PIPE Warrants entitle the holders to purchase that number of shares of Common Stock equal to the number of shares of Common Stock (or PIPE Pre-Funded Warrants) purchased in the Offering. The PIPE Warrants are exercisable immediately upon issuance, expire five years from the date of issuance, and have an initial exercise price of $ 12.00 (the “Initial Exercise Price”), subject to adjustment in the event of any Warrant Dilutive Issuance (as defined below), or any stock splits, stock dividends, recapitalizations, and similar events (the Initial Exercise Price as adjusted from time to time pursuant to the terms of the PIPE Warrant is referred to as, the “Exercise Price”). The anti-dilution adjustments to the Exercise Price set forth that if the Company sells any shares of Common Stock or any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, for effective consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such sale (the foregoing a “Warrant Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of such Warrant Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the higher of (i) the New Issuance Price or (ii) the Warrant Floor Price (as defined below), provided, however, that no Exempt Issuance (as defined in the PIPE Warrants) shall be considered a Warrant Dilutive Issuance. The “Warrant Floor Price” means $ 6.84 , such amount representing 20% of the Nasdaq Minimum Price of $34.20 on the date the Purchase Agreements were executed (the “PIPE Purchase Date”) (which price shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction). The PIPE Warrants also contain a call feature, whereby, after the Company has registered the PIPE Warrant Shares on an effective registration statement filed with the SEC, the Company has the option, but not the obligation, and in the Company’s sole and absolute discretion, to purchase the PIPE Warrant from the Holder at a price of $ 0.001 per share of Common Stock underlying the PIPE Warrant (the “Call Option”), in the event the closing price of the Company’s Common Stock, as listed on the Nasdaq Capital Market, is at or above $ 36.00 per share for 20 consecutive trading days (the “Call Trigger”). The Company’s right to exercise the Call Option will begin on the day immediately following the Call Trigger until the day that is thirty (30) calendar days thereafter, by way of delivery of a notice to exercise the Call Option to the holders of the PIPE Warrants. On October 22, 2025, the Company and Aegis Capital Corp. (“Aegis”), entered into a Placement Agency Agreement (the “PIPE Placement Agreement”), pursuant to which Aegis acted as the Company’s exclusive placement agent in connection with the October 2025 PIPE. Pursuant to the PIPE Placement Agreement, the placement commission will be (I) (a) 2.0 % for investments made by the Lead Investor (as defined in the PIPE Placement Agreement), and (b) 9.0 % for all PIPE Securities placed by Aegis, excluding Lead Investor; (II) if investments placed by Aegis equal $ 5 million or more, the Company will pay Aegis an additional fee of $ 125,000 ; (III) Aegis will also receive a fee of 9.0 % of the proceeds from the cash exercise of any warrants purchased by investors, excluding the Lead Investor, in each case payable on exercise; and (IV) as additional compensation for Aegis’s services, the Company shall issue to Aegis or its designees at the consummation of the October 2025 PIPE, warrants (the “PIPE Placement Agent Warrants”) to purchase that number of shares of Common Stock equal to 5.0 % of the aggregate number of PIPE Shares and PIPE Pre-Funded Warrants sold in the Placement other than to the Lead Investor. The Placement Agent Warrants will be exercisable at any time beginning and from time to time, in whole or in part, during the five ( 5 ) years commencing on the commencement of sales in the Placement, at a price per share equal to 100.0% of the offering price per share of the PIPE Securities sold in the October 2025 PIPE and such Placement Agent Warrants shall be exercisable on a cash basis or cashless basis. The Company allocated the proceeds between the PIPE Securities based on the relative fair values of the PIPE Securities in accordance with ASC 505, “Equity.” The fair value of the common stock was based on the Company’s closing stock price on the respective closing dates, ranging from $ 22.20 per share to $ 31.20 per share. The October 2025 PIPE proceeds, and related offering costs were allocated to the PIPE Securities issued as follows: Allocated Allocated Proceeds Offering Costs PIPE Shares - Common stock $ 2,126,000 $ 146,000 PIPE Pre-Funded Warrants 9,415,000 646,000 PIPE Warrants 8,459,000 580,000 Total gross proceeds $ 20,000,000 $ 1,372,000 The amount allocated to the PIPE Shares was recorded in Common Stock (par value) and Additional Paid-In Capital in the accompanying balance sheet as of December 31, 2025. The amounts allocated to the PIPE Pre-Funded warrants and PIPE Warrants were recorded in additional paid-in capital as the PIPE Warrants and PIPE Pre-Funded Warrants are equity-classified. F-38 Table of Contents Offering costs, including placement agent fees, legal fees and accountant related expenses were recorded as a reduction to additional paid-in capital in proportion to the allocation of proceeds between the equity instruments issued, as summarized above. Additional financing costs incurred in connection with the October 2025 PIPE, included the issuance of the following additional common stock purchase warrants. Warrants Fair Value Classification PIPE Lead Warrants 766,667 $ 17,408,000 Equity / Additional-paid-in capital PIPE Placement Agent Warrants 41,667 857,000 Equity / Additional-paid-in capital The fair value of the PIPE Warrants, PIPE Pre-Funded Warrants, PIPE Lead Warrants and PIPE Placement Agent Warrants was estimated using a Black-Scholes option pricing model with the following assumptions: Expected volatility 93 % - 100 % Risk–free interest rate 3.45 % - 3.50 % Dividend yield - % Expected life of warrants (years) 2 - 3 May 2025 Equity Financings On May 30, 2025, the Company entered into a securities purchase agreement (the “May III Purchase Agreement”) with certain investors, which provided for the sale and issuance by the Company in a registered direct offering (the “May III Offering”) of an aggregate of (i) 6,646 shares of the Company’s common stock, at a purchase price of $ 57.60 per share (the “May III Shares”), and (ii) pre-funded warrants to purchase up to 4,987 shares of common stock at a purchase price of $ 57.48 per pre-funded warrant (the “May III Pre-Funded Warrants” and, together with the May III Shares, the “May III Securities”), which represents the per share price for the May III Shares less the exercise price of $ 0.00001 per share. The May III Offering closed on June 2, 2025. The aggregate gross proceeds to the Company from the May III Offering were approximately $ 670,000 , before deducting placement agent commissions and other estimated offering expenses. The Company utilized the net proceeds of the May III Offering for working capital and general corporate purposes, as well as to repay a portion of the Company’s indebtedness. On May 30, 2025, the Company also entered into a placement agent agreement (the “May III Placement Agent Agreement”) with Aegis Capital Corp. (the “Placement Agent”). Pursuant to the terms of the May III Placement Agent Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the securities in the May III Offering. The Company agreed to pay the Placement Agent a cash fee equal to 8 % of the aggregate gross proceeds from the sale of the May III Securities. The Company also agreed to reimburse the Placement Agent for certain expenses. On May 29, 2025, the Company entered into an underwriting agreement (the “May II Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), relating to the Company’s public offering (the “May II Offering”) of 8,681 shares (the “May II Shares”) of its common stock. Pursuant to the May II Underwriting Agreement, the Company also granted the Underwriter a 45-day option (“May II Option”) to purchase an additional 869 shares of common stock (the “May II Option Securities”, and together with the Shares, the “May II Securities”). On May 30, 2025, the Company issued the May II Shares and closed the May II Offering at a public price of $ 57.60 per share, for net proceeds to the Company of approximately $ 380,000 after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company utilized the net proceeds of the May II Offering for working capital and general corporate purposes, as well as to repay a portion of the Company’s indebtedness. On May 29, 2025, the Underwriter delivered notice to the Company that it elected to exercise the May II Option with respect to an aggregate of 869 May II Option Securities. The closing of the sale of the May II Option Shares occurred on May 30, 2025. On May 9, 2025, the Company entered into an underwriting agreement (the “May I Underwriting Agreement”) with the Underwriter, relating to the Company’s public offering (the “May I Offering”) of 10,662 shares (the “May I Shares”) of its common stock, par value $ 0.001 per share. Pursuant to the May I Underwriting Agreement, the Company also granted the Underwriters a 45 -day option (“May I Option”) to purchase an additional 1,600 shares of common stock (the “May I Option Securities”, and together with the Shares, the “May I Securities”). On May 12, 2025, the Company issued the firm May I Securities and closed the May I Offering at a public price of $ 81.60 per share, for net proceeds to the Company of approximately $ 700,400 after deducting underwriting discounts, commissions and estimated offering expenses payable by the Company. On May 14, 2025, the Underwriter partially exercised its May I Option and purchased an additional 1,287 shares of common stock at a price of $ 81.60 per share, before deducting underwriting discounts. The issuance by the Company of the May I Option Securities resulted in total gross proceeds of approximately $ 104,999 , before deducting underwriting discounts, commissions, and other offering expenses payable by the Company. The Company utilized the net proceeds of the May I Offering for working capital and general corporate purposes, as well as to repay a portion of the Company’s indebtedness. F-39 Table of Contents Common Stock Issuances - Fiscal Year Ended December 31, 2024 On October 24, 2024, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with a certain accredited investor for the registered direct offering of an aggregate of 2,368 shares of the Company’s common stock, par value $ 0.001 per share (the “Shares”), at a purchase price of $ 422.40 per Share (the “Registered Direct Offering”). The Registered Direct Offering closed on October 25, 2024, resulting in gross proceeds to the Company of approximately $ 1.0 million. Other Yield Point Equity Line of Credit On July 10, 2025 (the “YP Execution Date”), the Company, entered into an equity purchase agreement (the “YP Equity Purchase Agreement,” or “YP ELOC”) with Yield Point. Under the YP Equity Purchase Agreement, the Company has the right, but not the obligation, to direct Yield Point to purchase up to $ 20,000,000 (the “Maximum Commitment Amount”) in shares of common stock of the Company upon satisfaction of certain terms and conditions contained in the YP Equity Purchase Agreement, including, without limitation, an effective registration statement filed with SEC registering the resale of the shares of Put Stock (defined below) and the shares of Commitment Stock (defined below) and additional shares to be sold to Yield Point from time to time under the YP Equity Purchase Agreement. The term of the YP Equity Purchase Agreement began on the YP Execution Date and ends on the earlier of (i) the date on which Yield Point shall have purchased shares of common stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of the YP Equity Purchase Agreement (the “Put Stock”) equal to the Maximum Commitment Amount (as defined in the YP Equity Purchase Agreement), (ii) the date that is thirty-six (36) months from the date the registration statement is declared effective, (iii) written notice of termination by the Company to Yield Point (which shall not occur at any time that Yield Point holds any of the shares of Put Stock, or within 30 days of the sale to Yield Point of Put Stock), or (iv) written notice of termination by Yield Point to the Company (the “Commitment Period”). During the Commitment Period, the Company may direct Yield Point to purchase shares of Put Stock by delivering a notice (a “Put Notice”) to Yield Point. The Company shall, in its sole discretion, select the number of shares of Put Stock requested by the Company in each Put Notice. However, such amount may not exceed the Maximum Put Amount (as defined in the YP Equity Purchase Agreement). The purchase price to be paid by Yield Point for the shares of Put Stock will be ninety-two percent ( 92 %) of the lowest VWAP for a trading day on the Principal Market during the Valuation Period (as defined in the YP Equity Purchase Agreement). In consideration for Yield Point’s execution and delivery of, and performance under the YP Equity Purchase Agreement, on the Execution Date, the Company issued pre-funded warrants to purchase common stock (the “YP Pre-Funded Warrant”) to Yield Point in a form acceptable to Yield Point in its sole discretion and having an exercise price per share of $ 0.001 (the “Commitment Stock”) having a value of $ 600,000 based on closing price of the common stock on July 9, 2025. All of the shares of Commitment Stock were fully earned as of the Execution Date, and the issuance of the shares of Commitment Stock is not contingent upon any other event or condition, including, without limitation, the effectiveness of the Initial Registration Statement (defined below) or the Company’s submission of a Put Notice to Yield Point and irrespective of any termination of the YP Equity Purchase Agreement. The fair value of the Commitment Stock was recorded in Deferred Financing costs included in prepaids and other assets in the Company balance sheet as of December 31, 2025. Under the YP Equity Purchase Agreement, the Company was obligated to file with the SEC, on or before August 10, 2025, a registration statement on Form S-1 (the “Initial Registration Statement”) covering only the resale of the shares of Put Stock and Commitment Stock and to use its best efforts to have the Initial Registration declared effective no later than October 10, 2025. The Company filed the Initial Registration Statement on July 17, 2025, which was declared effective on September 30, 2025. The YP Equity Purchase Agreement contains customary representations, warranties, agreements, and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Hudson Equity Line of Credit On February 14, 2025, the Company entered into an equity purchase agreement (the “Hudson Equity Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company (“Hudson”). Pursuant to the Hudson Equity Purchase Agreement, the Company had the right, but not the obligation, to sell to Hudson, and Hudson is obligated to purchase, up to $ 2.9 million of newly issued shares (the “Hudson Total Commitment”) of the Company’s common stock, from time to time during the term of the Hudson Equity Purchase Agreement, subject to certain limitations and conditions (the “Hudson Offering” or “Hudson ELOC”). As consideration for Hudson’s commitment to purchase shares of common stock under the Hudson Purchase Agreement, the Company issued to Hudson 625 shares of common stock, valued at $ 159,000 , following the execution of the Hudson Equity Purchase Agreement (the “Hudson Commitment Shares”). F-40 Table of Contents From and after the initial satisfaction of the conditions to the Company’s right to commence sales to Hudson under the Hudson Equity Purchase Agreement (such event, the “Hudson Commencement,” and the date of initial satisfaction of all such conditions, the “Hudson Commencement Date”), the Company was able to direct Hudson to purchase shares of common stock at a purchase price per share equal to the lesser of (i) 92 % of the closing price of the Company’s common stock, as listed on Nasdaq, on the trading day immediately preceding the respective Put Date (the “Hudson Initial Purchase Price”), or (ii) 92 % of the lowest closing price of the Company’s common stock, as listed on Nasdaq, on any trading day during the period beginning on the Put Date (as defined in the Hudson Purchase Agreement) and continuing through the date that is three trading days immediately following the Clearing Date (as defined in the Hudson Purchase Agreement) associated with the applicable Hudson Put Notice (such three trading day period is the “Hudson Valuation Period”, and the price is the “Hudson Market Price”), on such date on which the Hudson Purchase Price is calculated in accordance with the terms of the Hudson Equity Purchase Agreement. The Company controlled the timing and amount of any such sales of common stock to Hudson. During the year ended December 31, 2025, the Company sold 1,494 shares of common stock, respectively, under the Hudson ELOC at an average per share price of $ 163.20 , raising net proceeds totaling $ 231,000 . The Hudson Equity Purchase Agreement was terminated effective May 8, 2025. The Company utilized the net proceeds from the Hudson Offering for working capital and general corporate purposes, including sales and marketing activities, product development and capital expenditures. Preferred Stock Filing of Certificates of Designation of Preferences, Rights and Limitations of Convertible Preferred Stock – For the Year Ended December 31, 2025 Series AAAA Junior Preferred Stock . On July 11, 2025, the Company filed the Certificate of Designation of Preferences, Rights and Limitations (“COD”) of the Series AAAA Jr. Preferred Stock (the “AAAA Jr. COD”), designating 3,775,047 shares of Series AAAA Jr. Convertible Preferred Stock (the “AAAA Jr. Preferred Stock”) in connection with the entry into the SB Exchange Agreements. Each share of AAAA Jr. Preferred Stock is convertible at the option of the holder, subject to certain beneficial ownership limitations and primary market limitations as set forth in each AAAA Jr. COD, into such number of shares of the Common Stock, equal to the number of AAAA Jr. Preferred Stock to be converted, multiplied by the stated value of $ 1.00 , divided by the conversion price in effect at the time of the conversion (the initial conversion price is equal to the Nasdaq Minimum Price, plus $0.01, subject to adjustment in the event of stock splits, stock dividends, and similar transactions). Holders of the AAAA Jr. Preferred Stock will be entitled to receive dividends, subject to the beneficial ownership and primary market limitations, payable in the form of that number of shares of Common Stock equal to 60 % of the shares of Common Stock underlying the AAAA Jr. Preferred Stock upon issuance, provided that the holder holds at least 1 % of the AAAA Jr. Preferred Stock on January 1, 2026. In addition, subject to the beneficial ownership and primary market limitations, holders of AAAA Jr. Preferred Stock will be entitled to receive dividends equal, on an as-if-converted to shares of Common Stock basis, and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock. Notwithstanding the foregoing, to the extent that a holder’s right to participate in any dividend in shares of Common Stock to which such holder is entitled would result in such holder exceeding the beneficial ownership and primary market limitations, then such holder shall not be entitled to participate in any such dividend to such extent and the portion of such shares that would cause such holder to exceed the beneficial ownership and primary market limitations shall be held in abeyance for the benefit of such holder until such time, if ever, as such holder’s beneficial ownership thereof would not result in such holder exceeding the beneficial ownership and primary market limitations). Subject to certain limitations as more specifically set forth in the AAAA Jr. COD, the holders of Series AAAA Jr. Preferred Stock are entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the Common Stock as a single class, on an as-converted basis. Series B Preferred Stock. On September 12, 2025, the Company filed the COD of the Series B Convertible Preferred Stock (the “ Series B COD ”), designating 16,426 shares of Series B Preferred Stock (the “Series B Preferred Stock”) in connection with the entry into the 2025 AB Exchange Agreements, as described below. Each share of Series B Preferred Stock is convertible (i) at the sole discretion of the Company at any time, (ii) mandatorily on February 11, 2026, and/or (iii) at the option of the holder, each conversion method being subject to certain beneficial ownership limitations and primary market limitations as set forth in the Series B COD, into such number of shares of the Common Stock, equal to the number of Preferred Stock to be converted, multiplied by the stated value of $ 1,000 , divided by the conversion price in effect at the time of the conversion (the initial conversion price equal to $ 84.00 , subject to adjustment in the event of stock splits, stock dividends, and similar transactions). Holders of Series B Preferred will be entitled to receive dividends, subject to the beneficial ownership and primary market limitations, on an as-if-converted to shares of Common Stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock. Notwithstanding the foregoing, to the extent that a holder’s right to participate in any dividend in shares of Common Stock to which such holder is entitled would result in such holder exceeding the beneficial ownership and primary market limitations, then such holder shall not be entitled to participate in any such dividend to such extent and the portion of such shares that would cause such holder to exceed the beneficial ownership and primary market limitations shall be held in abeyance for the benefit of such holder until such time, if ever, as such holder’s beneficial ownership thereof would not result in such holder exceeding the beneficial ownership and primary market limitations. Subject to certain limitations as more specifically set forth in the Series B COD, the holders of Series B Preferred Stock are entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the Common Stock as a single class, on an as-converted basis. F-41 Table of Contents The Series B Preferred Stock, with respect to distributions of assets and rights upon the occurrence of any voluntary or involuntary liquidation, dissolution or winding-up of the Company rank senior to the Common Stock, the Series AA Preferred, the Series AAA Preferred, and Series AAA Jr. Preferred, but junior to any future series of Preferred Stock issued by the Company. Series C Preferred Stock. On October 22, 2025, the Company filed the COD of the Series C Senior Convertible Preferred Stock (the “Series C COD”), designating 4,700 shares of Series C Senior Convertible Preferred Stock, par value $ 0.001 per share (“Series C Preferred”), in connection with the YP Exchange Agreement (as defined above). Pursuant to the Series C COD, the Series C Preferred Stock, among other terms: (i) ranks, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, senior to all classes of Common Stock and each other class or series of equity security of the Company which is not expressly senior or on parity with the Series C Preferred Stock ; (ii) the Series C Preferred Stock shall remain outstanding until the Series C Preferred Stock is converted into Common Stock either optionally by the holder or automatically pursuant to its terms described below, and will automatically be converted into Common Stock on the eighteen-month anniversary of effectiveness of the registration statement relating to the shares of Common Stock issuable upon conversion of the Series C Preferred Stock ; (iii) the shares of Series C Preferred Stock when converted, subject to certain beneficial ownership limitations, into shares of the Company’s Common Stock, will have a conversion price of $ 12.00 , with a stated value of $ 1,000 ; and (iv) subject to certain limitations set forth in the Series C COD, the holders of Series C Preferred Stock are entitled to vote on all matters submitted to the stockholders for a vote together with the holders of the Common Stock as a single class, on an as-converted basis. The Series C COD includes a beneficial ownership limitation such that a holder thereof does not have the right to convert any portion of the Series C Preferred if such holder (together with its affiliates or any other persons acting together as a group with such holder) would beneficially own in excess of 4.99 % of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon conversion of such Series C Preferred, or, upon 61 days’ prior written notice to the Company, 9.99 % of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon conversion of such shares of Series C Preferred. Fiscal Year 2024 and Prior Filings of Certificate of Designation of Preferences, Rights and Limitations of Convertible Preferred Stock – General Certificates of Designation. In connection with each of the fiscal year 2024 and prior Preferred Stock Offerings in the table below, the Company filed CODs for each series with the State of Delaware. Use of net proceeds included working capital, general corporate purposes, and certain indebtedness (Series A Preferred only), including sales and marketing activities and product development. Conversion Feature. Each share of preferred stock is convertible into such number of shares of the Company’s common stock equal to the number of preferred shares to be converted, multiplied by the applicable stated value, divided by the conversion price in effect at the time of the conversion, subject to adjustment in the event of stock splits, stock dividends, certain fundamental transactions and future issuances of equity securities, as described herein. The conversion price is equal to the “Minimum Price,” as defined in NASDAQ Rule 5635(d)(1), on the Preferred Stock Offering closing date. Voting Rights. Each individual series of preferred stock shall vote together with the common stock on an as-converted basis, and not as a separate class, subject to the primary market limitations, except that holders of each individual series of preferred stock shall vote as a separate class with respect to (a) amending, altering, or repealing any provision of the respective series’ COD in a manner that adversely affects the powers, preferences or rights of the series, (b) increasing the number of authorized shares of the series, (c) authorizing or issuing an additional class or series of capital stock that ranks senior to or pari passu with the existing series with respect to the distribution of assets on liquidation, or (d) entering into any agreement with respect to the foregoing. In addition, no holder of a series of preferred stock shall be entitled to vote on any matter presented to the Company’s stockholders relating to approving the conversion of such holder’s series of preferred stock into an amount in excess of the primary market limitations. Dividends. Holders of preferred stock, excluding holders of the Series AAA, AAA-2, AAA-3 and AAA-4 Junior preferred stock (collectively, “Series AAA Junior Preferred Stock”), were or will be entitled to receive dividends, subject to the beneficial ownership and primary market limitations, payable in the form of that number of shares of common stock equal to 20 % of the shares of common stock underlying the preferred stock then held by such holder on the 12 and 24 month anniversaries of the respective filing date. Holders of the Series AAA Junior Preferred Stock were entitled to receive dividends, subject to the beneficial ownership and primary market limitations, payable in the form of that number of shares of common stock equal to 20 % of the shares of common stock underlying the Series AAA Junior Preferred Stock then held by such holder on the 30 -day, 60 -day, and 90 -day anniversaries of the filing Date. F-42 Table of Contents In addition, subject to the beneficial ownership and primary market limitations, holders of preferred stock will be entitled to receive dividends equal, on an as-if-converted to shares of common stock basis, and in the same form as dividends actually paid on shares of the common stock when, as, and if such dividends are paid on shares of the common stock. Liquidation Preferences. Upon any dissolution, liquidation or winding up, whether voluntary or involuntary, holders of preferred stock (together with any Parity Securities (as defined in the respective Certificates of Designations) will be entitled to first receive distributions out of the Company’s assets in an amount per share equal to the preferred stock applicable stated value plus all accrued and unpaid dividends, whether capital or surplus before any distributions shall be made on any shares of common stock (after the payment to any senior security, if any). Registration Rights. The Company and Yield Point in the Preferred Stock Offerings (including the Exchange) also executed separate registration rights agreements, pursuant to which the Company filed applicable registration statements on Form S-3. The following additional terms vary across the applicable series of Convertible Preferred Stock as follows: Term Series AAA and AAA Junior Preferred Series AA Preferred Series A Preferred Voting Rights – Certain Indebtedness Holders shall vote as a separate class with respect to incurring: Any indebtedness for borrowed money of any kind outside of certain loans not to exceed $ 5,000,000 and accounts payable in the ordinary course of business, or entering into any agreement with respect to the foregoing. Any indebtedness for borrowed money of any kind outside of accounts payable in the ordinary course of business, or entering into any agreement with respect to the foregoing. Any indebtedness for borrowed money of any kind in excess of $ 5 million, or entering into any agreement with respect to the foregoing. Additional Investment Rights (“AIRs”) All AIRs outstanding were canceled in connection with the 2025 AB Exchange Agreements. All AIRs outstanding were canceled in connection with the 2025 AB Exchange Agreements. Not applicable Down Round Feature Subject to the effectiveness of the Stockholder Approval, which was obtained on June 9, 2025, for twenty-four ( 24 ) months after the Filing Date, and subject to certain carveouts as described in the Series AAA Certificates of Designation, if the Company conducts an offering at a price per share less than the then effective conversion price (the “Future Offering Price”) consisting of common stock, convertible or derivative instruments, then in such event the conversion price of the Series AAA Preferred Stock shall be adjusted to the Future Offering Price, but not less than the Conversion Price Floor (as defined in the Series AAA Certificate of Designations). For as long as Series AA Preferred Stock remains outstanding and subject to certain carveouts as described in the Series AA Certificates of Designations, (i) if the Company conducts an offering at a price per share less than the then current conversion price (the “Future Offering Price”) consisting of common stock, convertible or derivative instruments, and undertaken in an arms-length third party transaction, then in such event the conversion price of the Series AA Preferred Stock shall be adjusted to the greater of (a) the Future Offering Price and (b) the Conversion Price Floor (“ Series AA Down Round Feature”); and (ii) if as of the 24 -month anniversary date of April 19, 2023, the VWAP for the five trading days immediately prior to such 24 -month anniversary date is below the then current conversion price, the holder will receive a corresponding adjustment to the then conversion price, such adjustment not to exceed the Conversion Price Floor. Not applicable F-43 Table of Contents Convertible Preferred Stock On the dates set forth in the table below, the Company entered into subscription agreements with accredited investors in connection with the sale of newly designated Series of Convertible Preferred Stock, each series having a $ 0.001 per share par value and a $ 1,000 per share purchase price (except for Series AAAA Jr. Preferred Stock and Series C Preferred Stock which have a stated value of $ 1.00 per share), hereinafter collectively referred to as “Convertible Preferred Stock, and the individual offerings of preferred stock referred to by the combination of “Series” and the specific letter designation of each series (i.e., “Series A Preferred Stock Offering” refers to the Series A preferred stock offering, and “Series A Preferred Stock” refers to Series A convertible preferred stock), and each series of Convertible Preferred Stock issued, collectively referred to as “Preferred Stock Offerings,” as follows (rounded to the nearest thousands, except preferred share and conversion price data): Preferred Stock Proceeds Conversion Shares – Common Stock Other Series Designation Closing Date Conversion Prices (2)(3)(4)(7) Shares Purchased/ Exchange (6) Conversions /Exchanges Outstanding- December 31, 2025 Gross Proceeds Fees Net Proceeds Original Conversions /Exchanges (5) December 31, 2025 Placement Agent Warrants (1) A November 22, 2022 $ 5,956.80 5,359 ( 5,359 ) - $ 5,359,000 $ 697,000 $ 4,662,000 1,000 ( 1,000 ) - - A-2 November 28, 2022 $ 6,379.20 1,297 ( 1,297 ) - 1,297,000 169,000 1,128,000 - - - - A-3 November 30, 2022 $ 6,436.80 1,733 ( 1,733 ) - 1,733,000 225,000 1,508,000 - - - - A-4 December 22, 2022 $ 3,648.00 1,934 ( 1,934 ) - 1,934,000 251,000 1,683,000 1,000 ( 1,000 ) - - A-5 January 31, 2023 $ 5,323.20 2,299 ( 2,299 ) - 2,299,000 299,000 2,000,000 - - - - AA April 19, 2023 $ 4,526.40 /$ 907.20 7,680 ( 7,630 ) 50 7,680,000 966,000 6,714,000 9,000 ( 8,000 ) 1,000 - AA-2 April 20, 2023 $ 5,006.40 /$ 1,003.20 1,500 ( 1,500 ) - 1,500,000 130,000 1,370,000 2,000 ( 2,000 ) - - AA-3 April 28, 2023 $ 4,560.00 /$ 912.00 1,025 ( 1,025 ) - 1,025,000 133,000 892,000 1,000 ( 1,000 ) - - AA-4 May 5, 2023 $ 4,454.40 /$ 892.80 1,026 ( 1,026 ) - 1,026,000 133,000 893,000 1,000 ( 1,000 ) - - AA-5 May 26, 2023 $ 5,088.00 /$ 1,017.60 550 ( 550 ) - 550,000 72,000 478,000 1,000 ( 1,000 ) - - AAA November 30, 2023 $ 801.60 /$ 240.96 9,388 ( 9,388 ) - 5,377,000 645,000 4,732,000 39,000 ( 39,000 ) - 2,000 AAA-2 December 22, 2023 $ 820.80 /$ 246.24 5,334 ( 5,314 ) 20 2,978,000 357,000 2,621,000 7,000 ( 7,000 ) - 1,000 AAA-Junior June 26, 2024 $ 600.00 /$ 180.00 1,210 ( 1,210 ) - 1,210,000 145,000 1,065,000 7,000 ( 7,000 ) - - AAA-Junior-2 July 10, 2024 $ 600.00 /$ 180.00 551 ( 551 ) - 551,000 66,000 485,000 3,000 ( 3,000 ) - - AAA-Junior-3 September 20, 2024 $ 600.00 /$ 180.00 697 ( 697 ) - 697,000 84,000 613,000 4,000 ( 4,000 ) - - AAA-Junior-4 September 30, 2024 $ 600.00 /$ 180.00 399 ( 399 ) - 399,000 48,000 351,000 2,000 ( 2,000 ) - - AAAA-Junior (8) July 14, 2025 $ 58.92 3,394,964 ( 3,297,551 ) 97,413 - - - 58,000 ( 56,000 ) 2,000 - B (9) September 29, 2025 $ 84.00 16,321 ( 16,321 ) - - - - 194,000 ( 194,000 ) - - C (10) November 6, 2025 $ 12.00 1,153 - 1,153 - 96,000 - 96,000 3,454,420 ( 3,355,784 ) 98,636 $ 35,615,000 $ 4,420,000 $ 31,195,000 426,000 ( 327,000 ) 99,000 3,000 (1) Pursuant to the terms of the Placement Agent Agreements, the Company agreed to issue to the Placement Agent, following the final closing under the individual Preferred Stock Offerings (effective as of the respective individual series closing dates), five -year warrants to purchase 14.5 % of the shares of common stock issuable upon conversion of the respective series of Convertible Preferred Stock sold in the respective Preferred Stock Offering, at an exercise price equal to the applicable Preferred Stock Offering conversion price. See below for placement agent warrants exchanged in connection with the Exchange. (2) The Conversion price for Series AA Preferred Stock outstanding as of August 23, 2023, totaling 10,706 shares of Series AA Preferred Stock, was adjusted to $ 1,248.00 as a result of the Series AA Down Round Feature described below. (3) The Conversion prices for the Series AA Preferred Stock outstanding as of November 30, 2023, totaling 7,322 shares of Series AA Preferred Stock, were adjusted to the conversion prices shown in the table above, as a result of the Series AA Down Round Feature described below. (4) The triggering of the Down Round Feature for the Series AA Preferred Stock, occurring in August 2023, resulted in a deemed dividend totaling $ 6,446,000 , which was charged to retained earnings. (5) As adjusted to reflect reduction in conversion prices as a result of the Series AA Down Round Feature, described below. (6) Series AAA and Series AAA-2 totals include 4,011 and 2,356 preferred shares, respectively, issued in connection with the Series Exchange Agreements described below. (7) In July 2025, the conversion prices for the AAA Preferred and the AAA Junior Preferred were adjusted pursuant to the applicable Down Round Feature. The conversion prices for AAA, AAA-2, AAA Junior, AAA Junior-2, AAA Junior-3 and AAA Junior-4 Preferred stock outstanding were adjusted to the conversion prices shown in the table above on the applicable date that the Down Round Feature was triggered (“July 2025 Down Round”). The July 2025 Down Round resulted in a deemed dividend totaling $ 308,000 , which was charged to accumulated deficit in the December 31, 2025 balance sheet. (8) Series AAAA Junior Preferred Stock was issued in exchange for certain outstanding debt, as described at Note 5. (9) Series B Preferred Stock was issued in exchange for certain preferred stock outstanding, as described below. (10) Series C Preferred Stock was issued in conjunction with the YP Note Exchange described at Note 6. F-44 Table of Contents Placement Agent Fees. The Company sold and/or exchanged the shares of preferred stock pursuant to placement agency agreements (the “Placement Agency Agreements”) with Aegis Capital Corporation, a registered broker dealer, which acted as the Company’s exclusive placement agent (the “Placement Agent”) for each series of the Preferred Stock Offerings and the Exchange (as described below). Pursuant to the terms of the Placement Agency Agreements, in connection with the Preferred Stock Offerings and the Exchange, the Company paid the Placement Agent an aggregate cash fee and non-accountable expense allowance as described in the table above by series, and have or will issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase common stock at the amounts and conversion prices disclosed in the table above. With respect to shares of Series AAA Preferred Stock issued in connection with the Exchange, the Placement Agent exchanged previously issued placement agent warrants to purchase 185 shares of common stock of the Company that were issued in connection with the Series A and Series AA Preferred Stock offerings, at exercise prices ranging from $ 3,648.00 to $ 6,436.80 per share, for new placement agent warrants to purchase a total of 724 shares of common stock at an exercise price of $ 803.52 per share and 417 shares of common stock at an exercise price of $ 820.80 per share. Exchange of Series AA, AAA and AAA Junior Preferred Stock for Series B Preferred Stock On September 12, 2025, the Company entered into an Amended & Restated Exchange Agreement, Consent and Waiver (the “2025 AB Exchange Agreements”) with certain holders (the “2025 Exchange Preferred Stockholders”) of the Company’s Series AA, AAA and AAA Junior Preferred Stock, par value $ 0.001 per share (“2025 Exchanged Preferred Stock”), pursuant to which the Company and the 2025 Exchange Preferred Stockholders agreed that in exchange for the shares of 2025 Exchanged Preferred Stock held by the 2025 Exchange Preferred Stockholders, the 2025 Exchange Preferred Stockholders were granted shares of the Company’s newly issued Series B Preferred Stock, par value $ 0.001 per share (“2025 Exchange”). Up to an aggregate of 16,426 shares of Series B Preferred stock is issuable pursuant to the 2025 AB Exchange Agreements. In connection with the issuance of the Series B Preferred Stock, the 2025 Exchange Preferred Stockholders, among other things, (i) agreed to terminate their additional investment rights, or AIRs, granted to them in their respective subscription agreements; (ii) waived any issuances by the Company of securities below the respective prior conversion price floors prior to the Exchange; (iii) waived any incurrence of indebtedness by the Company prior to the Exchange; (iv) agreed, for a period of six months following the date of the Exchange Agreements, to attend any annual or special meeting of the Company’s stockholders and vote their shares in accordance with management’s recommendation; and (v) provided a general release of the Company from any obligations that may exist under the terms of the Preferred Stock. F-45 Table of Contents The 2025 Exchange was accounted for as an extinguishment of the 2025 Exchanged Preferred Stock, and therefore the difference between the fair value of the new / modified preferred stock and the carrying value of the original preferred stock, totaling 7,685,000 , was recognized as a decrease to accumulated deficit and a decrease in additional-paid-in capital in the balance sheet, as a deemed dividend. On October 20, 2025, the Company issued certain common stock purchase warrants to purchase an aggregate of 194,422 shares of Common Stock (the “Series B Warrants”) to the holders of shares of the Company’s Series B Preferred Stock (the “Series B Holders”) (“Series B Preferred Modification”). Each Series B Warrant has an exercise price per share equal to $ 12.00 (the “Series B Exercise Price”). The Series B Warrants will be available for exercise only upon the first trading day following the one year anniversary of the Company’s issuance of the Series B Warrants, unless prior written approval is received from the Company during such one-year period, as may be required by the applicable rules and regulations of the Nasdaq Capital Market (the “Warrant Stockholder Approval” and the first trading day following the one year anniversary of the Company’s receipt of Warrant Stockholder Approval being, the “Series B Warrant Initial Exercise Date”). Each Series B Warrant offered will become exercisable beginning on the Series B Warrant Initial Exercise Date at the Series B Exercise Price, and will expire on the date that is one year from the Series B Warrant Initial Exercise Date, subject to the right to exercise during such one-year period with the prior written approval of the Company; provided that holders of the Series B Warrants will have the right to exercise their Series B Warrants during the time beginning on date the Company receives the Warrant Stockholder Approval and the Series B Warrant Initial Exercise Date in the event of a change of Control or other fundamental change (each as defined in the Series B Warrant). The Series B Preferred Modification was accounted for as an extinguishment of the Series B Preferred Stock outstanding, and therefore the difference between the fair value of the new / modified preferred stock and the carrying value of the original preferred stock, totaling $ 6,296,000 , was recognized as an increase to accumulated deficit and an increase in additional paid-in capital in the balance sheet, as a deemed dividend. Direct costs incurred in connection with the Series B Preferred Modification included the issuance of 29,167 common stock purchase warrants to the placement agent, with terms and conditions identical to PIPE Warrants, with a fair value of $ 945,000 , which are recorded as a reduction to additional paid-in capital in the accompanying balance sheet as of December 31, 2025. Exchange of Series A and AA for Series AAA Preferred Stock In November and December 2023, in connection with the closing of the Series AAA Preferred rounds, the Company entered into certain Series A Exchange Agreements (the “Series A Agreements”) and Series AA Exchange Agreements (the “Series AA Agreements”, and collectively with the Series A Agreements, the “Series Exchange Agreements”), with certain holders (the “Holders”) of the Company’s Series A Preferred Stock, and Series AA Preferred Stock, pursuant to which the Holders exchanged an aggregate of 6,367 shares of Series A Preferred and/or Series AA Preferred, for an aggregate of 6,367 shares of Series AAA Preferred (the “Exchange”). The Exchange closed concurrently with the closing of the Series AAA Preferred Stock Offerings. Common Stock Purchase Warrants – Liability Classified Series AAA Junior-3 and Series AAA Junior-4 Warrants. The Series AAA Junior-3 and Series AAA Junior-4 subscription agreements entered into in September 2024, included the sale of an aggregate of 1,096 units (the “Units”), each Unit consisting of (i) one share of newly designated Series AAA-3 Junior Convertible Preferred Stock or Series AAA-4 Junior Convertible Preferred Stock, as reflected in the table above, and (ii) a warrant to purchase three shares of the Company’s common stock (the “September 2024 Series AAA Junior Investor Warrants”), at a purchase price of $ 1,000 per Unit, for aggregate gross proceeds to the Company of approximately $ 1,096,000 . The Investor Warrants are exercisable at $ 480.00 per share at the option of the holder, subject to adjustment, are exercisable immediately upon issuance and expire three years from the respective issue dates of the Units, subject to certain beneficial ownership limitations. The Investor Warrants contain customary adjustments in the event of stock splits, stock dividends and other corporate events, and contain price-based anti-dilution protections. Any price-based anti-dilution adjustments were conditioned on, and subject to, stockholder approval, which was received on June 9, 2025. The September 2024 Series AAA Junior Investor Warrant agreements also contain a provision that states that, upon exercise of the warrant by an investor, if for any reason the Company fails to deliver the shares by the settlement date, the investor can require the Company to make a cash payment (“Buy-In Provision”). The cash payment would be based on the amount (if any) that the investor lost by having to purchase shares in the open market because of the Company’s failure to deliver the shares. F-46 Table of Contents As a result of the Buy-In Provision, the ability to deliver shares upon exercise of the Investor Warrants in some circumstances may not be generally within the control of the Company as contemplated by the accounting standards, and thus, a partial cash settlement may be required outside of the Company’s control. As such, the September 2024 Series AAA Junior Investor Warrants do not meet the requirements for equity classification, and therefore, the fair value of the September 2024 Series AAA Junior Investor Warrants are recorded as a liability on the balance sheets and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Refer to the table below. Placement Agent Warrants. The Placement Agent Warrants issued in connection with the Series A Preferred Stock, Series AA Preferred Stock and Series AAA Preferred Stock (including the Exchange), described above, include provisions that are triggered in the event of the occurrence of a Fundamental Transaction, as defined in the underlying warrant agreement, which contemplates the potential for certain transactions that result in a third-party acquiring more than 50% of the outstanding shares of common stock of the Company for cash or other assets. Given the existence of multiple classes of voting stock for the Company, as described above, the Fundamental Transaction provisions in the warrant agreements could result in a 50% or more change in ownership of outstanding common stock, without a 50% change in voting interests. As such, the Placement Agent Warrants are not eligible for the scope exception under ASC 815, and therefore, the fair value of the Placement Agent Warrants are recorded as a liability on the balance sheets and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Refer to the table below. The fair value and change in the fair value of the warrant liabilities related to the September 2024 Series AAA Junior Investor Warrants and the Placement Agent Warrants, measured using Level 3 inputs, and the related income statement impact was comprised of the following for the applicable periods presented, as of December 31: 2025 2024 Series AAA Junior-3 and Series AAA Junior-4 Warrants: Beginning balance $ 348,000 $ - Initial fair value of warrant liability – grant date (1) - 346,000 Change in fair value ( 346,000 ) 2,000 Subtotal - Fair value of warrant liability - Series AAA Junior -3 and Series AAA Junior – 4 Warrants $ 2,000 $ 348,000 Placement Agent Warrants: Beginning balance $ 587,000 $ 1,571,000 Initial fair value of warrant liability – grant date (1) - 133,000 Change in fair value ( 581,000 ) ( 1,117,000 ) Subtotal - Fair value of warrant liability – Placement Agent Warrants $ 6,000 $ 587,000 Total fair value of warrant liability (2) $ 8,000 $ 935,000 (1) Estimated fair value on the respective dates of issuance. (2) Refer to Note 6 for information regarding the Original YP Warrant issued in connection with the YP Note. The fair value of the warrants described above was estimated using the Black-Scholes-Merton option pricing model and the following weighted-average assumptions for the applicable dates: December 31, 2025 December 31, 2024 Expected volatility 153 % - 160 % 101 % Risk–free interest rate 3.47 % - 3.64 % 4.27 % - 4.38 % Expected life of options (in years) 1.70 - 3.73 2.71 - 4.74 F-47 Table of Contents Preferred Stock Dividends The Company paid or accrued common stock dividends on outstanding preferred stock for the periods presented as follows: Fiscal Year Ended December 31, 2025: Series Designation Date Dividend Shares Fair Value Shares Issued (1) Series A-5 February 4, 2025 5 $ 1,000 Series AA April 28, 2025 530 89,000 Series AA-3 May 1, 2025 6 1,000 Series AA-4 May 21, 2025 113 9,000 Series AA-5 May 30, 2025 10 1,000 Series AAA / AAA-2 October 24, 2025 7,407 190,000 8,071 $ 291,000 Fiscal Year Ended December 31, 2024: Series Designation Date Dividend Shares Fair Value Shares Issued (1) Series A-2 November 28, 2024 120 $ 1,000 Series A-3 November 30, 2024 253 2,000 Series A-4 December 22, 2024 483 3,000 Series A-5 January 31, 2024 181 4,000 Series AA April 19, 2024 39,690 661,000 July 23, 2024 13,239 216,000 Series AA-3 April 29, 2024 3,430 60,000 July 23, 2024 3,211 52,000 Series AA-4 May 6, 2024 4,625 77,000 July 23, 2024 135 2,000 Series AA-5 May 30, 2024 4,324 65,000 July 23, 2024 3,931 64,000 Series AAA July 23, 2024 36,003 587,000 December 16, 2024 61,880 415,000 Series AAA-2 July 23, 2024 40,858 666,000 December 22, 2024 29,708 195,000 Series AAA-Junior July 26, 2024 16,134 273,000 August 26, 2024 16,134 240,000 September 24, 2024 16,134 126,000 Series AAA-Junior - 2 August 9, 2024 7,347 97,000 September 9, 2024 7,347 100,000 October 10, 2024 7,347 90,000 Series AAA-Junior - 3 October 23, 2024 9,294 105,000 November 19, 2024 9,294 76,000 December 19, 2024 9,294 68,000 Series AAA-Junior - 4 October 30, 2024 5,320 65,000 November 29, 2024 5,320 36,000 December 30, 2024 5,320 40,000 356,356 $ 4,386,000 (1) Fair valued based on the closing price of the Company’s common stock on the respective common stock dividend payment date. Dividend Acceleration In connection with the 2025 AB Exchange Agreements, remaining Series AAA and AAA-2 Preferred Stock dividends totaling 7,407 shares of Common Stock, originally payable in November and December 2025, were accelerated as of the date of the exchange. The fair value of the accelerated dividends totaled $ 190,000 , based on the closing price of the Company’s common stock on October 24, 2025, the date of issuance, which is reflected as a charge to accumulated deficit as of December 31, 2025. In June 2024, certain existing holders of Series A, AA and AAA Preferred Stock executed Series AAA Junior Preferred Stock Offering related dividend acceleration agreements (“June 2024 Dividend Acceleration Agreements”) pursuant to which, in exchange for participation in the Series AAA Junior Preferred Stock Offering at or above a predefined threshold, all applicable remaining common stock dividends related to their existing Series A, AA and / or AAA Preferred Stock holdings were accelerated. A total of 1,923 shares of common stock dividends were paid in July 2024 pursuant to the June 2024 Dividend Acceleration Agreements, with a fair value of $ 729,000 , based on the closing price of the Company’s common stock on the date of issuance, which was reflected as a charge to accumulated deficit. F-48 Table of Contents Modifications to Series AA Additional Investment Rights In June 2024, certain holders of Series AA Preferred Stock with outstanding Additional Investment Rights arising from the Series AA Preferred Stock Offering (“Series AA AIRs”), in exchange for certain Series AAA Junior Preferred Stock Offering related approvals, received (i) a six ( 6 ) month extension of the exercise period of such Series AA AIRs; and (ii) an adjustment to the conversion prices for such Series AA AIRs, to the existing conversion price floors for each respective subseries of Series AA Preferred Stock, as described in the table above. In addition, a three -month extension to the term of the Additional Investment Rights issued to holders of Series AAA Preferred Stock (“Series AAA AIRs”) (the issuance of such Series AAA AIRs being subject to approval of stockholders), such that the Series AAA AIRs shall expire 21 -months from the final closing of Series AAA Preferred Stock Offering. The Company utilized an option pricing model, employing the back solve method for purposes of determining the implied common stock value of the Company for input into a Black Scholes option pricing model to determine the fair value of the AIRs immediately before and after the modifications described above, using Level 3 inputs. Weighted average assumptions utilized in the Black Scholes option pricing model included a $ 412.80 implied common stock price, conversion prices ranging from $ 905.28 to $ 6,360.00 (based on the applicable original and modified preferred stock conversion prices), risk free interest rates ranging from 5.13 % to 5.36 %, terms ranging from 0.42 years to 0.92 years and volatility assumptions ranging from 79 % to 91 %. In connection with the modification to the Series AA AIRs described above, Series AA AIRs with initial underlying common shares totaling 1,340 , were modified as described above, resulting in an incremental increase in fair value totaling $ 294,000 which was charged to additional paid-in capital as a Series AAA Junior Preferred Stock Offering financing costs in June 2024. As a result of the reduction of the Series AA AIRs conversion price, total common shares underlying the modified Series AA AIRs increased to 6,699 shares. All AIRs outstanding were canceled in connection with the 2025 AB Exchange Agreements. 8. STOCK-BASED INCENTIVE PLANS The Super League 2014 Stock Option and Incentive Plan (the “2014 Plan”) was approved by the Board and the stockholders of Super League in October 2014. The 2014 Plan was subsequently amended as further described below. The 2014 Plan allows grants of stock options, stock awards and performance shares with respect to common stock of the Company to eligible individuals, which generally includes directors, officers, employees, advisors and consultants. The 2014 Plan provides for both the direct award and sale of shares of common stock and for the grant of options to purchase shares of common stock. Options granted under the 2014 Plan include non-statutory options as well as incentive options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended. Approval of the 2025 Omnibus Equity Incentive Plan On June 9, 2025, the stockholders of the Company approved the 2025 Omnibus Stock Incentive Plan (the “2025 Plan”) which (i) reserves thereunder 6,250 shares for issuance in the form of restricted stock units (“RSUs”) and stock option grants (“Option Grants”), among other derivative securities, and (ii) provides for the integration of one hundred percent ( 100 %) of the reserved shares available under the Company’s existing 2014 Plan including (a) all shares of common stock reserved and unaffiliated with any issued and outstanding restricted stock units and stock option grants under the 2014 Plan totaling 309 shares, (b) all shares of common stock relating to unvested restricted stock units under the 2014 Plan totaling 267 shares, and (c) all shares of common stock relating to issued and outstanding stock option grants totaling 703 . In connection with the adoption of the 2025 Plan, the Board also approved the cancellation of all issued and outstanding stock options under the 2014 Plan (2014 Plan Canceled Awards”). The Board administers the 2025 Plan and determines which eligible individuals are to receive option grants or stock issuances under the 2025 Plan, the times when the grants or issuances are to be made, the number of shares of common stock subject to each grant or issuance, the status of any granted option as either an incentive stock option or a non-statutory stock option under the federal tax laws, the vesting schedule to be in effect for the option grant or stock issuance and the maximum term for which any granted option is to remain outstanding. The exercise price of options is generally equal to the fair market value of common stock of the Company on the date of grant. Options generally begin to be exercisable one month after grant and typically expire 10 years after grant. Stock options and restricted shares generally vest on a straight-line basis over four years (generally representing the requisite service period). The 2025 Plan terminates automatically on June 9, 2035. The 2025 Plan provides for the following programs: ● Option Grants Under the discretionary option grant program, the Company’s compensation committee of the Board may grant (1) non-statutory options to purchase shares of common stock to eligible individuals in the employ or service of Super League or its affiliates (including employees, non-employee members of the Board and consultants) at an exercise price not less than 85 % of the fair market value of such shares on the grant date, and (2) incentive stock options to purchase shares of common stock to eligible employees at an exercise price not less than 100 % of the fair market value of such shares on the grant date (not less than 110 % of fair market value if such employee actually or constructively owns more than 10% of Super League’s voting stock or the voting stock of any of its subsidiaries). F-49 Table of Contents ● Stock Awards or Sales Under the stock award or sales program, eligible individuals may be issued shares of common stock of the Company directly, upon the attainment of performance milestones or the completion of a specified period of service or as a bonus for past services. Under this program, the purchase price for the shares will not be less than 100 % of the fair market value of the shares on the date of issuance, and payment may be in the form of cash or past services rendered. Eligible individuals will have no stockholder rights with respect to any unvested restricted shares or restricted stock units issued to them under the stock award or sales program; however, eligible individuals will have the right to receive any regular cash dividends paid on such shares. The initial reserve under the 2014 Plan was 2,431 shares of common stock, which reserve was subsequently increased to 4,167 shares upon stockholders’ approval in May 2016. In July 2017, the Company amended and restated the 2014 Plan to increase the number of shares of common stock reserved thereunder from 4,167 shares to 6,250 shares. In October 2018, the Company amended and restated the 2014 Plan to increase the number of shares of common stock reserved thereunder from 6,250 shares to 7,639 shares. In July 2020, the Company’s shareholders approved an amendment to the 2014 Plan to increase the number of shares authorized for issuance from 7,639 to 10,764 . In May 2021, the Company’s shareholders approved an amendment to the 2014 Plan to increase the number of shares authorized for issuance from 10,764 to 20,834 . In June 2022, the Company’s shareholders approved an amendment to the 2014 Plan to increase the number of shares authorized for issuance from 20,834 to 26,042 shares. In September 2023, the Company’s shareholders approved an amendment to the 2014 Plan to increase the number of shares authorized for issuance from 26,042 to 62,500 shares. In June 2025, the Company’s shareholders approved the 2025 Plan reserving 6,250 shares for issuance under the 2025 Plan. In October 2025, the Company’s shareholders approved an amendment to the 2025 Plan to increase the number of shares authorized for issuance from 6,250 to 580,667 shares. As of December 31, 2025, 53,000 shares remained available for issuance under the 2025 Plan. All 2025 Plan share reserve and other share amounts reflected herein have been retroactively adjusted to reflect the effect of the 2026 Reverse Split for all periods presented. Super League issues new shares of common stock upon the exercise of stock options, the grant of restricted stock, or the delivery of shares pursuant to vested restricted stock units. The compensation committee of the Board may amend or modify the 2025 Plan at any time, subject to any required approval by the stockholders of the Company, pursuant to the terms therein. In the event that any outstanding option or other right for any reason expires or is canceled or otherwise terminated, the shares allocable to the unexercised portion of such option or other right is returned and available for the purposes of this Plan. Stock Options The fair value of stock options granted was estimated on their respective grant dates using the Black-Scholes-Merton option pricing model and the following weighted-average assumptions for the years ended December 31: 2025 2024 Expected volatility 132.7 % 98 % Risk–free interest rate 3.65 % 4.08 % Dividend yield - % - % Expected life of options (in years) 5.53 6.02 The expected volatility assumption for purposes of determining the fair value of stock options for the periods presented was estimated based on reference to the historical stock price volatility of the Company and a representative peer group for the applicable estimated term. A summary of stock option activity for the year ended December 31, 2025 is as follows: Weighted-Average Options (#) Exercise Price Per Share ($) Remaining Contractual Term (Years) Aggregate Intrinsic Value ($) Outstanding at December 31, 2024 1,000 $ 7,533.48 $ - Granted 82,000 12.60 - Exercised - - - Expired - - - Canceled / forfeited ( 3,000 ) 1,854.96 - Outstanding at December 31, 2025 80,000 $ 12.36 9.89 $ - Vested and exercisable at December 31, 2025 1,000 $ 40.56 9.89 $ - The weighted-average grant date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $ 11.04 and $ 12.36 , respectively. The aggregate fair value of stock options that vested during the years ended December 31, 2025 and 2024 was $ 64,000 and $ 418,000 , respectively. As of December 31, 2025, the total unrecognized compensation expense related to non-vested stock option awards was $ 939,000 , which is expected to be recognized over a weighted-average term of approximately 2.0 years. F-50 Table of Contents Restricted Stock Units The following table summarizes non-vested restricted stock unit activity for the year ended December 31, 2025: 2025 Plan / 2014 Plan Activity Outside of the 2025 and 2014 Plans Activity Totals Restricted Stock Units (#) Weighted Average Grant Date Fair Value ($) Restricted Stock Units (#) Weighted Average Grant Date Fair Value ($) Restricted Stock Units (#) Weighted Average Grant Date Fair Value ($) At December 31, 2024 1,000 $ 2,113.32 - $ 1,881.60 1,000 $ 2,006.04 Granted 448,000 $ 10.92 42,000 28.44 490,000 12.48 Vested ( 9,000 ) $ 66.60 ( 26,000 ) 44.40 ( 35,000 ) 49.92 Canceled ( 1,000 ) $ 725.64 - 8,910.72 ( 1,000 ) 1,031.04 At December 31, 2025 439,000 $ 10.68 16,000 $ 20.76 455,000 $ 10.92 As of December 31, 2025, the total unrecognized compensation expense related to non-vested restricted stock units was $ 4,535,000 which will be recognized over a weighted-average term of approximately 2.0 years. In December 2025, the Company issued 79,112 performance stock units (“2025 PSUs”) to certain employees under the 2025 Plan, which commence vesting in one-eighth (1/8th) increments, on a quarterly basis in arrears, only upon satisfaction of the following vesting conditions during the three-year period ending on December 31, 2028: (i) 29,334 of the 2025 PSUs will commence vesting on the date that the Company’s stock price closes at $ 36.00 per share or above for twenty or more trading days; and (ii) 49,778 of the 2025 PSUs will commence vesting on the date that the Company’s stock price closes at $ 60.00 per share or above for twenty or more trading days. Noncash stock compensation expense related to the 2025 PSUs totaled $ 44,000 for the year ended December 31, 2025. As of December 31, 2025, total unrecognized compensation expense related to the 2025 PSUs totaled $ 604,000 , which is being recognized over and implied service period of approximately one year. During the years ended December 31, 2025 and 2024, the Company issued 39,750 and 53,334 , respectively, restricted stock units (included in the table above) to nonemployees for services (“Nonemployee RSUs”). The weighted average grant date fair value of the Nonemployee RSUs granted during the years ended December 31, 2025 and 2024 was $ 19.44 and $ 10.08 , respectively. Compensation expense for Nonemployee RSUs for the years ended December 31, 2025 and 2024 totaled $ 988,000 and $ 256,000 , respectively. As of December 31, 2025, the total unrecognized compensation expense related to Nonemployee RSUs was $ 233,000 . Warrants Issued to Employees and Nonemployees for Services A summary of employee and nonemployee warrant activity (outside of the 2014 and 2025 Plan) for the year ended December 31, 2025 is as follows: Weighted-Average Warrants (#) Exercise Price Per Share ($) Remaining Contractual Term (Years) Aggregate Intrinsic Value ($) Outstanding at December 31, 2024 - $ - - $ - Granted 3,000 18.54 - - Expired - - - - Outstanding at December 31, 2025 3,000 $ 124.20 2.03 $ - Vested and exercisable as of December 31, 2025 2,000 $ 171.48 1.95 $ - The weighted-average grant date fair value of warrants granted during the year ended December 31, 2025 was $ 15.12 . The aggregate fair value of Warrants that vested during the years ended December 31, 2025 and 2024 was $ 34,000 and $ 0 , respectively. As of December 31, 2025, the total unrecognized compensation expense related to non-vested Warrants was $ 7,000 . Noncash Stock Compensation Expense Noncash stock-based compensation expense was comprised of the following as of December 31: 2025 2024 Stock options $ 571,000 $ 411,000 Warrants 38,000 - Restricted stock units 1,702,000 878,000 Total noncash stock compensation expense $ 2,311,000 $ 1,289,000 F-51 Table of Contents Noncash stock-based compensation expense was included in the following financial statement line items as of December 31: 2025 2024 Sales, marketing and advertising $ 460,000 $ 488,000 Engineering, technology and development 22,000 30,000 General and administrative 1,829,000 771,000 Total noncash stock compensation expense $ 2,311,000 $ 1,289,000 Modifications to Equity-Based Awards Concurrent with the cancellation of the 2014 Plan Canceled Awards the Board approved the issuance of 7,367 equity awards under the 2025 Plan, comprised of 3,342 stock options and 4,025 RSUs to employees ( 40 participants) with the following general terms: 1) exercise price of $ 60.96 per share for stock options, 2) shares of common stock associated with all RSUs valued at $ 60.96 per share, the closing price of the Company’s common stock on the grant date, and 3) RSU and Option grants to vest at the rate of 1/24th per month in arrears (“2025 Exchanged Awards”). Unrecognized compensation expense related to the awards cancelled under the 2014 Plan totaled $ 443,000 which is being recognized prospectively over the remaining modified service period of 2 years. Total incremental compensation cost related to the 2025 Exchanged Awards totaled $ 323,000 , $ 177,000 of which related to vested awards as of the modification date and was recognized as expense immediately in the statement of operations for the year ended December 31, 2025, and $ 146,000 related to unvested awards which is being recognized prospectively over the remaining modified service period of 2 years. 9. INCOME TAXES The components of loss before benefit from (provision for) income taxes consisted of the following for the years ended December 31: 2025 2024 United States $ ( 20,726,000 ) $ ( 16,474,000 ) Foreign - - Loss from operations before income taxes $ ( 20,726,000 ) $ ( 16,474,000 ) The Company’s (benefit from) provision for income taxes consisted of the following for the years ended December 31: 2025 2024 Current: Federal taxes $ - $ - State taxes 5,000 - Foreign taxes - - Total current $ 5,000 $ - Deferred: Federal taxes $ 6,000 $ 50,000 State taxes ( 20,000 ) 111,000 Foreign taxes - - Total deferred ( 14,000 ) 161,000 Net (benefit from) provision for income taxes $ ( 9,000 ) $ 161,000 F-52 Table of Contents The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consist of the following as of December 31: 2025 2024 Deferred tax assets: Net operating loss and credits $ 43,800,000 $ 40,819,000 Intangibles – definite lived 2,469,000 2,791,000 Stock compensation 662,000 1,856,000 Accrued liabilities 156,000 171,000 State taxes 1,000 3,000 Capitalized research and development costs 1,763,000 2,923,000 Total deferred tax assets 48,851,000 48,563,000 Valuation allowance ( 48,968,000 ) ( 48,351,000 ) Deferred tax liabilities: Fixed assets ( 30,000 ) ( 35,000 ) Intangibles – indefinite lived - ( 338,000 ) Total deferred tax liabilities ( 30,000 ) ( 373,000 ) Total net deferred tax assets (liabilities), net of valuation allowance $ ( 147,000 ) $ ( 161,000 ) A reconciliation of the federal statutory income tax rate and the effective income tax rate for the year ended December 31, 2025 is as follows: 2025 Amount Percentage Statutory federal– tax rate - (benefit) expense $ ( 4,352,000 ) -21 % State tax, net 30,000 % Change in valuation allowance 2,028,000 -10 % Nontaxable or nondeductible items: Material Nondeductible items – change in fair value of warrant liability - - Other items under 5% each 1,519,000 7 % Prior year true-up 766,000 4 % (Provision) benefit for income taxes $ ( 9,000 ) - % The rate reconciliation for the year ended December 31, 2025 has been adjusted to be presented in compliance with the guidance under ASU 2023-09. The Company adopted this guidance on a prospective basis. As previously reported, prior to the adoption of ASU No. 2023-09, a reconciliation of the federal statutory income tax rate and the effective income tax rate for the year ended December 31, 2024 is as follows: 2024 Statutory federal– tax rate - (benefit) expense 21 % State tax, net 7 % Non-deductible permanent items ( 1 ) % Change in tax rate 3 % Foreign taxes - % Other 3 % Valuation allowance ( 34 )% ( 1 )% For the years ended December 31, 2025 and 2024, the Company recorded full valuation allowances against its domestic net deferred tax assets due to uncertainty regarding future realizability pursuant to guidance set forth in the FASB ASC Topic No. 740, “Income Taxes.” In future periods, if the Company determines it will more likely than not be able to realize these amounts, the applicable portion of the benefit from the release of the valuation allowance will generally be recognized in the statements of operations in the period the determination is made. The Company assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, using a “more likely than not” realization standard. The four sources of taxable income that must be considered in determining whether deferred tax assets will be realized are as follows: (1) future reversals of existing taxable temporary differences (i.e., offset of gross deferred tax assets against gross deferred tax liabilities); (2) taxable income in prior carryback years, if carryback is permitted under the applicable tax law; (3) tax planning strategies and (4) future taxable income exclusive of reversing temporary differences and carryforwards. In assessing whether a valuation allowance is required, significant weight is to be given to evidence that can be objectively verified. A significant factor in the Company’s assessment is that the Company has been in a three-year historical cumulative loss position as of the end of December 31, 2025. After a review of the four sources of taxable income (as described above) and after consideration of the Company’s continuing cumulative loss position as of December 31, 2025, the Company has recorded a full valuation allowance on its deferred tax assets as presented in the table above. The change in the valuation allowance for the years ended December 31, 2025 and 2024 totaled $ 614,000 and $ 5,496,000 , respectively. At December 31, 2025, the Company had U.S. federal, state income tax, and foreign net operating loss carryforwards of approximately $ 163.8 million, $ 150.9 million, and $ 0 , respectively. Of the federal net operating losses, $ 24.5 million will expire from 2034 to 2037, and $ 139.3 million will carry over indefinitely. Federal net operating loss carryforwards generated in 2018 or after do not expire, however, they can only be used to offset 80% of taxable income in a given year. Of the state net operating losses, $ 149.3 million will expire from 2034 to 2043, and $ 1.6 million will carry over indefinitely. The state and local income taxes which comprise the majority of the state and local income taxes, net of federal effect category are: (1) California, (2) New York, (3) New York City, (4) Texas, and (5) Florida. F-53 Table of Contents Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation due to the complexity and cost associated with such a study, and the fact that there may be additional such ownership changes in the future. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. The Topic also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Topic requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. In addition, the Topic permits an entity to recognize interest and penalties related to tax uncertainties either as income tax expense or operating expenses. The Company will recognize interest and penalties related to tax uncertainties as income tax expense. There were no uncertain tax positions as of December 31, 2025. The Company is subject to taxation in the United States, and various state and local jurisdictions where the Company conducts business. As of December 31, 2025, the Company had no outstanding tax audits. Currently there are no audits in process or pending from Federal, state or foreign tax authorities. Federal and state income tax returns are subject to examination for a period of three to four years after filing. For the years ended December 31, 2025 and 2024, respectively, there were no cash amounts paid for income taxes. On July 4, 2025, H.R.1 – 119th Congress (2025-2026) (“H.R.1”) was signed into law. H.R.1 introduces changes to United States tax policy, trade regulations, and federal spending priorities. The main impacts of H.R.1 for the Company are the ability to deduct domestic Sec. 174 R&D costs for tax years 2025 forward, 100% bonus depreciation, and changes to 163(j) interest limitations to remove depreciation and amortization expense from adjusted taxable income. These changes do not have a material impact on the Company’s taxable position. The Company is electing under H.R.1 to continue to amortize Sec. 174 costs capitalized in 2022-2024 through the remaining lives of the assets instead of taking a one-time deduction in 2025 for all unamortized amounts. 10. COMMITMENTS AND CONTINGENCIES Operating Leases As of December 31, 2025, the Company maintained approximately 200 square feet of office space which is leased on an annual basis at a rate of approximately $ 3,000 per month. Rent expense for the years ended December 31, 2025 and 2024 was approximately $ 58,000 and $ 141,000 , respectively, and is included in general and administrative expense in the accompanying statements of operations. Rental payments are expensed in the statements of operations in the period to which they relate. Scheduled rent increases, if any, are amortized on a straight-line basis over the lease term. Pending or Threatened Claims The Company may periodically be involved in legal proceedings and regulatory matters arising in the ordinary course of business, including contractual disputes, employment-related matters, and other commercial legal matters. Legal fees and other defense costs incurred in connection with such matters are recorded in operating expenses as incurred in the period incurred, within general and administrative expenses in the statements of operations. Reimbursements from insurance carriers, if any, related to legal defense costs are recognized when recovery is considered probable and reasonably estimable. Insurance recoveries, when recognized, are recorded separately from the related legal expense and are not offset against legal costs in the statements of operations. Existing Pending or Threatened Claims Global Leisure Partners, LLC, and Blackwatch Advisors, LLC vs. Super League Enterprise, Inc. On January 26, 2026, a complaint was filed against the Company in the United States District Court for the Southern District of New York by Global Leisure Partners, LLC and Blackwatch Advisors, LLC (the “Plaintiff”). Formal service of process on the complaint occurred on February 12, 2026. The complaint alleges, among other things, breach of contract and related claims arising from the Company’s completion of a series of financing transactions during the fiscal year. The Plaintiff seeks unspecified damages, together with interest, attorneys’ fees and other relief. The Company believes the claims are wholly without merit and intends to vigorously defend the action. Based on the Company’s assessment of the facts currently known, and after consultation with outside legal counsel, the Company believes that the likelihood of a material loss is remote. Accordingly, no liability has been recorded in the accompanying financial statements as of December 31, 2025. Litigation is inherently uncertain, and while the Company believes the claims lack merit, an unfavorable outcome could occur. However, at this time, the Company does not see the need to, nor can it reasonably estimate any possible loss or range of loss associated with this matter. Settlement of Pending or Threatened Claims Pioneer Capital Anstalt. In May 2024, the Company settled a dispute concerning the interpretation of certain financial terms contained within the Series AA and Series AA-2 Preferred Stock certificates of designation filed in connection with the Series AA and Series AA-2 Preferred Stock Offerings (“Pioneer Settlement”). Pioneer Capital Anstalt (“Pioneer”) filed a complaint in the United States District Court for the Southern District of New York seeking monetary damages and specific performance concerning the interpretation and calculation of certain financial terms applicable to Pioneer’s additional investment rights agreements acquired in connection with Pioneer’s participation in the Series AA and Series AA-2 Preferred Stock Offerings (“Pioneer AA AIRs”) (“Pioneer Action”). In order to avoid further expense, costs, and time to litigate the action, the Parties resolved the dispute, resulting in the modification of the conversion price and conversion floor price applicable to the Pioneer AA AIRs from prices ranging from $ 113.16 to $ 156.48 , down to prices ranging from $ 22.63 to $ 31.30 , and the extension of the exercise term for the Pioneer AA AIRs for a period of six ( 6 ) months. The modifications to the Pioneer AIRs resulted in an incremental increase in fair value totaling $ 213,000 which was included as a noncash legal settlement charge in general and administrative expense in the statement of operations for the year ended December 31, 2024. As a result of the reduction of the Pioneer AA AIRs conversion price, total common shares underlying the modified Pioneer AA AIRs increased from 777 to 3,882 shares. F-54 Table of Contents In addition, in connection with the settlement, the Company issued to Pioneer 1,146 shares of restricted common stock valued at $ 516,000 on the dates of issuance, which was included as a noncash legal settlement charge in general and administrative expense in the statement of operations for the year ended December 31, 2024. In connection with the Pioneer Settlement, Pioneer filed a notice of dismissal regarding the Action. The Company utilized an option pricing model, employing the back solve method for purposes of determining the implied common stock value of the Company for input into a Black Scholes option pricing model to determine the fair value of the Pioneer AA AIRs immediately before and after the modifications described above, using Level 3 inputs. Weighted average assumptions utilized in the Black Scholes option pricing model included a $ 10.32 implied common stock price, conversion prices ranging from $ 22.63 to $ 156.48 (based on the applicable original and modified preferred stock conversion prices), risk free interest rates ranging from 5.13 % to 5.36 %, terms ranging from .52 years to 1.02 years and volatility assumptions ranging from 80 % to 93 %. Other As described above, the Note Holders made a series of investments in the Company during the period commencing January 2021 and culminating in the issuance of the Notes, which were paid in full in the first quarter of 2023. During the fourth quarter of 2023, the Note Holders made certain claims arising from an interpretation of certain rights that the Note Holders had pursuant to the terms of SPA. On March 12, 2024, the Company and the Note Holders (the “Parties”) executed a Mutual General Release and Settlement Agreement (the “Note Holder Settlement Agreement”) settling all claims between the Parties with respect to the SPA. In consideration for the Note Holder Settlement Agreement, the Company agreed to issue the Parties an aggregate amount of 41,667 shares of common stock (the “Settlement Payment”). The Company accrued the fair value of the Settlement Payment as of December 31, 2023 (based on the closing price of the Company’s common stock on December 31, 2023) resulting in a settlement expense of $ 760,000 which was included in general and administrative expense in the statement of operations for the year ended December 31, 2023. The Company issued the 41,667 shares of common stock on March 19, 2024, which were valued at $ 22.20 per share (the closing price of the Company’s common stock on March 19, 2024), or $ 924,000 , resulting in additional noncash settlement expense of $ 164,000 , which was included in general and administrative expense in the statement of operations for the year ended December 31, 2024. Related Party Transactions Note Purchase Agreement. On November 19, 2024, the Company entered into a note purchase agreement with a non-employee member of the Board, as described at Note 6. Consulting Agreement. In May 2018, the Company entered into a consulting agreement with a member of the Board, pursuant to which the board member provides the Company with strategic advice and planning services for which he receives a cash payment of $ 7,500 per month from the Company. The consulting agreement had an initial term ending December 31, 2019, and was extended for successive one -year periods upon mutual agreement of the board member and the Company through to fiscal year 2024. The term of the consulting agreement ended effective December 31, 2024. Total consulting expense under the agreement totaled $ 90,000 for the year ended December 31, 2024. 11. SEGMENT REPORTING The Company utilizes the management approach to identify the Company’s operating segments, based on information reported internally to the Chief Operating Decision Maker (“CODM”) to make resource allocation and performance assessment decisions. The Company’s CODM is the Company’s Chief Executive Officer. An operating segment of a public entity has all the following characteristics: (1) it engages in business activities from which it may earn revenue and incur expense; (2) its operating results are regularly reviewed by the public entity’s CODM to make decisions about resources to be allocated to the segment and assess its performance; and (3) its discrete financial information is available. Based on the applicable criteria under the standard, the components of the Company’s operations are its (1) media and advertising component, including its publishing and content studio component; and (2) the Company’s direct-to-consumer component. A reportable segment is an identified operating segment that also exceeds the quantitative thresholds described in the applicable standard. Based on the applicable criteria under the standard, including quantitative thresholds, the Company determined it has one operating segment and one reportable segment, operated primarily in domestic markets for the periods presented, as the CODM regularly reviews and manages the Company’s operations, business activities and financial performance and allocates resources as a single operating and reportable segment at the entity level. Super League’s single reportable segment derives revenues from customers as summarized at Note 2, “ Revenue Recognition. ” The accounting policies of the Company’s single reporting segment are described in the summary of significant accounting policies herein. F-55 Table of Contents The chief operating decision maker assesses performance, establishes management compensation and decides how to allocate resources for the single reporting segment, primarily by monitoring actual results versus the annual plan, based on total revenues, net operating income (loss) and net income (loss) as reported in the statements of operations. The CODM does not evaluate segment performance using entity level balance sheet information. The significant expenses reviewed by the CODM are cost of revenue; selling, marketing and advertising expense; engineering, technology and development expense; and general and administrative expense, as presented in the statements of operations, including noncash amortization and noncash stock compensation expense included in the expense categories. Selling, marketing and advertising expense, engineering, technology and development expense, and general and administrative expense include noncash amortization expense and noncash stock compensation expense, which is disclosed in Note 2 and Note 3, respectively. Other segment items consist of contingent consideration, loss on intangible asset disposal, impairment of intangible assets, interest expense, changes in the fair value of derivative instruments and other income (expense) items, as presented in the statements of operations. 12. SUBSEQUENT EVENTS The Company evaluated subsequent events for their potential impact on the financial statements and disclosures through March 31, 2026, the date the financial statements were available to be issued, and determined that, except as set forth below, no subsequent events occurred that were reasonably expected to impact the financial statements presented herein. Acquisition of Let’s Bounce, Inc. In January 2026 the Company acquired Let’s Bounce, Inc. (“Bounce”), a marketing technology company focused on enabling scalable, measurable brand engagement inside gaming and UGC environments. The total purchase price for Bounce, which was structured as an asset acquisition, was $ 200,000 , payable as follows: (a) $ 75,000 at closing; (b) $ 25,000 on the three-month anniversary of closing; and (c) $ 100,000 on the six-month anniversary of closing. In addition, pursuant to the terms and subject to the conditions of the asset purchase agreement, up to $ 325,000 is contingently payable in connection with the achievement of certain net revenue milestones for the Bounce assets acquired during the year ended December 31, 2026. The Bounce acquisition provides the Company with an existing pipeline of opportunities, enabling more efficient in-game marketing programs, the addition of turnkey loyalty solutions to drive advertiser outcomes, and a roadmap to more automated campaign measurement. Reverse Stock Split On January 16, 2026, the Company filed an amendment to the Company’s Third Amended Certificate, to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of 1-for- 12 (the “2026 Reverse Split”) (the “2026 Amendment”). The 2026 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. All references to common stock, warrants to purchase common stock, options to purchase common stock, restricted stock, share data, per share data and related information contained in the financial statements have been retroactively adjusted to reflect the effect of the 2026 Reverse Split (and all other reverse splits described herein) for all periods presented. Entry into Asset Purchase Agreement – Misfits Ads Business On March 16, 2026, the Company, entered into an Asset Purchase Agreement (the “Misfits Purchase Agreement”) with Esports Now, LLC (“Misfits”), pursuant to which Misfits has agreed to sell certain assets strictly constituting the Misfits Ads Business (the “Misfits Purchased Assets”) to the Company, and the Company has agreed to assume certain liabilities related to the Misfits Purchased Assets (the “Misfits Transaction”). As consideration for the Misfits Purchased Assets, the Company has agreed to pay to Misfits the following guaranteed consideration for the Misfits Purchased Assets: (A) at the consummation of the transactions contemplated by the Agreement (the “Misfits Closing”): (i) a cash payment in the amount of $ 1.5 million (the “Misfits Closing Cash Consideration”), (ii) 71,490 shares of common stock (the “Misfits Closing Shares”), (iii) a pre-funded common stock purchase warrant to purchase 456,631 shares of common stock (the “Misfits Pre-Funded Warrant”, and the shares issuable upon exercise of the Misfits Pre-Funded Warrant, the “Misfits PFW Shares”), and (iv) a common stock purchase warrant to purchase 528,121 shares of common stock, with an exercise price of $ 18.00 (the “Misfits Warrant”, and the shares issuable upon exercise of the Misfits Warrant, the “Misfits Warrant Shares”)(the Misfits Closing Shares, the Misfits PFW Shares, and the Misfits Warrant Shares are collectively, the “Misfits Closing Share Consideration”); and (B) on the one-year anniversary of the Misfits Closing, a cash payment in the amount of $ 300,000 (the “Delayed Cash Payment”). Pursuant to the terms and subject to the conditions of the Purchase Agreement, up to an aggregate of (i) $ 1.2 million in cash (the “Misfits Earnout Cash”), and (ii) 105,571 shares of common stock, or, upon the election of Misfits, Misfits Pre-Funded Warrants to purchase 105,571 shares of common stock (the “Earnout Shares”, and collectively with the Misfits Earnout Cash, the “Misfits Earnout Consideration”). The Misfits Earnout Consideration will be payable to Misfits in connection with: (x) the achievement of certain gross profit milestones for the period beginning on the Misfits Closing until the date that is one (1) year from the date of the Misfits Closing; and (xi) the Company’s market capitalization as of the one and two year anniversary of the date of Misfits Closing. F-56 Table of Contents The Purchase Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. Misfits and the Company have, among other things as set forth in the Purchase Agreement, agreed to take all necessary action such that, as soon as reasonably practicable after the Misfits Closing, the Company will cause a vacant seat on the Company’s Board of Directors to be filled by appointment by a designee of Misfits; provided, that such designee must be qualified to serve on a public company’s board of directors and meet the requirements of an “independent director” pursuant to the rules and regulations of Nasdaq. The obligations of the Company and Misfits to consummate the Misfits Transaction are subject to certain closing conditions, including, but not limited to, (i) the receipt of the approval by the affirmative vote of a majority of the voting power of the Company’s shares present in person or represented by proxy at a stockholder meeting, to be held by the Company in order to approve the issuance of the Misfits Closing Share Consideration and, if earned, the Earnout Shares, as required by Nasdaq Listing Rule 5635(a), (ii) receipt of any necessary regulatory approvals, (iii) receipt of all necessary consents to the assignment of certain contracts from Misfits to the Company that make up a part of the Misfits Purchased Assets, and (iv) the execution and delivery of the Registration Rights Agreement (as more specifically set forth below). The Purchase Agreement contains: (i) representations, warranties and covenants of the Company and Misfits that are customary for a transaction of this nature, including among others, covenants by Misfits regarding the validity of certain material contracts entered into between Misfits and third-parties being assigned to the Company, title to the Misfits Purchased Assets, the condition and sufficiency of the Misfits Purchased Assets, Misfit’s ownership and rights to its intellectual property, and the investment representations of Misfits; and (ii) customary indemnification provisions whereby Misfits will indemnify the Company for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of Misfits and certain other matters, subject to certain caps and thresholds. Upon issuance of the Misfits Warrant at the Misfits Closing, the Misfits Warrant will entitle the holders to purchase that number of shares of Common Stock equal to the number of shares of Common Stock (or Misfits Pre-Funded Warrants) issued at the Misfits Closing as Misfits Closing Shares and shares underlying the Misfits Pre-Funded Warrant. The Misfits Warrants are exercisable immediately upon issuance, expire two years from the date of issuance, and have an initial exercise price of $ 18.00 (the “Initial Exercise Price”), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events. The Misfits Warrants also contain a call feature, whereby, after the Company has registered the Misfits Warrant Shares on an effective registration statement filed with the SEC, the Company has the option, but not the obligation, and in the Company’s sole and absolute discretion, to purchase the Misfits Warrant from the Holder at a price of $ 0.001 per share of Common Stock underlying the Misfits Warrant (the “Call Option”), in the event the closing price of the Company’s Common Stock, as listed on the Nasdaq Capital Market, is at or above $ 18.00 per share for 20 consecutive trading days (the “Call Trigger”). The Company’s right to exercise the Call Option will begin on the day immediately following the Call Trigger until the day that is thirty (30) calendar days thereafter, by way of delivery of a notice to exercise the Call Option to the holders of the Misfits Warrants. Upon issuance of the Misfits Pre-Funded Warrant at the Misfits Closing, the exercise price per underlying share of common stock will be $ 0.001 . Pursuant to the Misfits Pre-Funded Warrant, a holder will not be entitled to exercise any portion of any Misfits Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99 % of the number of shares of Common Stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99 % of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Misfits Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 9.99 % upon 61 days’ notice to the Company. In addition, in certain circumstances, upon a fundamental transaction, a holder of Misfits Pre-Funded Warrants will be entitled to receive, upon exercise of the Misfits Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Misfits Pre-Funded Warrants immediately prior to the fundamental transaction. At the closing of the Misfits Transaction, the Company and Misfits will enter into a registration rights agreement pursuant to which, among other matters, Misfits will be granted certain customary mandatory registration rights with respect to the Misfits Closing Shares, the Misfits Warrant Shares, and the Misfits PFW Shares. F-57 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SUPER LEAGUE ENTERPRISE, INC. Date: March 31, 2026 By: /s/ Matt Edelman Matt Edelman President and Chief Executive Officer (Principal Executive Officer) SUPER LEAGUE ENTERPRISE, INC. Date: March 31, 2026 By: /s/ Clayton Haynes Clayton Haynes Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Matt Edelman Chief Executive Officer, President March 31, 2026 Matt Edelman and Chair of the Board (Principal Executive Officer) /s/ Clayton Haynes Chief Financial Officer March 31, 2026 Clayton Haynes (Principal Financial and Accounting Officer) /s/ Ann Hand Director March 31, 2026 Ann Hand /s/ Kristin Patrick Director March 31, 2026 Kristin Patrick /s/ Mark Jung Director March 31, 2026 Mark Jung /s/ Bant Breen Director March 31, 2026 Bant Breen /s/ Hunter Williams Director March 31, 2026 Hunter Williams /s/ Marti Frucci Director March 31, 2026 Marti Frucci