Business Context and Reporting Period
This Form 8-K Current Report was filed by Super League Gaming, Inc. (SLGG) on January 20, 2023, covering events that occurred on January 13, 2023. The Company is an emerging growth company incorporated in Delaware and trades on the Nasdaq Capital Market.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on corporate governance and executive personnel changes.
Material Changes
- Executive Appointment: Matt Edelman was appointed President of the Company, in addition to his existing role as Chief Commercial Officer.
- Executive Departure: Mike Wann stepped down from his positions as Director and Chief Strategy Officer. The departure was not due to any disagreement regarding the Company's operations, policies, or practices.
- Transition Agreement: A Transition Letter Agreement was executed with Mr. Wann, effective January 13, 2023, through July 14, 2023.
Outlook, Risks, and Unusual Items
Compensatory Arrangements: Under the Transition Agreement, Mr. Wann will serve as a full-time strategic advisor with the following terms:
- Salary: Continues to receive his current annual salary of $330,000, paid semi-monthly.
- Benefits and Equity: Retains access to all employee benefits; outstanding options and restricted stock units continue to vest under original terms.
- Bonus Eligibility: Remains eligible to participate in the 2022 SLG executive bonus plan.
- Termination Protection: Cannot be terminated from the strategic advisor role during the term.
- Severance Provision: If Mr. Wann secures other employment during the term, he is entitled to the remainder of his annual salary for the term, payable in a lump sum within 30 days of termination.
Legal Obligations: Mr. Wann remains bound by confidentiality and non-solicitation provisions. In exchange for being released from future intellectual property assignment obligations, these restrictions remain in effect.
Investor Verification Checklist
- Verify the full text of the Transition Letter Agreement (Exhibit 10.1) for any additional covenants or conditions not summarized in the filing.
- Review the Company's Proxy Statement filed on May 2, 2022, for details on Matt Edelman's existing employment agreement.
- Confirm the impact of Mr. Wann's departure on the Board of Directors' composition and any potential need for a new director appointment.
- Monitor future filings for the Company's financial results, as this 8-K contains no operational or financial performance data.