Super League Enterprise Inc

This management proposal requests shareholder authorization, under Nasdaq Listing Rule 5635(a), to issue up to 1,161,813 shares of common stock (including direct shares, shares issuable upon a pre-funded warrant and a purchase warrant, and potential earnout shares) as consideration for the acquisition of the Misfits Ads Business from Esports Now, LLC pursuant to the Asset Purchase Agreement dated March 16, 2026. Management is seeking this approval not because the Board must obtain permission to enter into the acquisition, but because Nasdaq rules require shareholder approval when an issuance in connection with an acquisition will exceed 20% of outstanding common stock. The consideration mix includes $1.5 million cash at closing, fixed shares at closing, a pre-funded warrant and a common stock purchase warrant (with an exercise price of $18.00), a delayed cash payment, and a potential earnout of cash and up to 105,571 shares, which together could result in substantial dilution to existing holders. The company states that, assuming full exercise of the warrants and earnout, the issuance would represent roughly 40% of issued and outstanding common stock as of the Record Date (or approximately 17.67% on a fully-diluted basis), producing meaningful voting-power and economic dilution. The Board emphasizes that stockholder approval is required solely to satisfy Nasdaq listing requirements and that failure to approve would prevent the Company from completing the Transaction on the current terms. The proxy discloses key transactional and integration risks: potential difficulties integrating purchased assets, additional transaction-related costs, the possibility the transaction may be delayed or not consummated, and dilution that could depress trading price and reduce incumbent voting control. The Board recommends a vote FOR because approval will allow the Company to meet its obligations under the Agreement and proceed with the Transaction; this recommendation is framed against the tradeoff of immediate dilution and execution/integration risk. Analysts assessing this proposal should weigh strategic benefits of acquiring the Misfits Ads Business and potential revenue synergies against the sizeable dilution, warrant overhang, integration risk, and the possibility of adverse market reaction; the Nasdaq compliance requirement makes this a quasi-technical vote with substantive commercial consequences.

This management proposal asks shareholders to authorize the Company to adjourn, continue or postpone the Special Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes to approve Proposal No. 1 or if a quorum is not present. Management seeks this authority to provide the Board the flexibility to extend the meeting or reconvene later to obtain additional shareholder support, including soliciting holders who previously voted against the proposals, thereby increasing the probability of obtaining approval for the acquisition-related issuance. The proposal is procedural but strategically important because, if approved, it allows management to continue solicitation efforts (including targeted outreach to change votes) without restarting the entire meeting process or setting a new record date, provided any adjournment is 30 days or less. The proxy statement discloses the voting mechanics: approval requires a majority of votes cast by shares present and entitled to vote, abstentions count as votes against, and broker non-votes will not be counted toward approval. The Board recommends voting FOR, arguing that the adjournment right is necessary contingency planning to enable completion of the Transaction if initial votes are insufficient. From a governance perspective, this measure gives management a tactical lever to continue pursuing shareholder approval but may be perceived by some investors as an attempt to postpone an unfavorable vote and apply further persuasion to shareholders. Analysts should consider the company's historical shareholder responsiveness, the likely support for Proposal 1, and whether management’s further solicitation is likely to change outcomes; the measure itself does not alter the substance of Proposal 1 but materially affects the timeline and probability of its approval.