SecProbe.io

August 7, 2025
Matthew Edelman
Chief Executive Officer
Super League Enterprise, Inc.
2450 Colorado Avenue, Suite 100E
Santa Monica, CA 90404
Re:Super League Enterprise, Inc.
Registration Statement on Form S-3
Filed July 17, 2025
File No. 333-288730
Dear Matthew Edelman:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Prospectus Summary
The Offering, page 2
1.Please disclose whether there is a floor price for the investor's purchase price under
the Equity Purchase Agreement. If not, expand your risk factor disclosure to address
the additional dilution that may occur with no floor price. In addition, indicate that the
investment amount paid by the investor under the Equity Purchase Agreement for
each put by the company is 92% of the lowest trading price for the three consecutive
trading days following the put date minus clearing costs equal to 6% of the purchase
price. Disclose the resulting total discount to the trading price the investor will pay to
the company for the shares.

August 7, 2025
Page 2
2.Disclose that you may not have access to the full $20 million amount available under
the Equity Purchase Agreement. To provide context, disclose the amount of net
proceeds you would receive under the Equity Purchase Agreement if you issued to the
investor all of the shares being registered based upon the most recent trading price of
your shares, taking into account the purchase price of 92% of the trading price minus
clearing costs equal to 6% of the purchase price. Also disclose the total number of
shares you would have to issue to obtain the $20 million maximum amount under the
Equity Purchase Agreement based upon your most recent share price, purchase price
and clearing costs.
3.Please disclose the formula for adjusting the number of shares underlying the pre-
funded warrant and provide an example of how it will work. Also indicate whether the
investor may exercise the warrant and sell the shares prior to the final determination
of the number of shares underlying the warrant.
Risk Factors
Shares of our preferred stock have certain approval rights with respect to issuances of
Common Stock..., page 9
4.You indicate that, although you are required to receive consent from the majority of
holders of each series of Series AA Convertible Preferred Stock prior to issuing the
shares of common stock that are being offered and sold in the current offering, you
intend to receive ratification from the Series AA  Convertible Preferred after the
consummation of the offering. Please explain why you are not seeking such approval
before the offering. Provide your analysis of how not obtaining the required approval
before the issuance of the shares will impact the valid issuance of the shares being
registered and your ability to receive an opinion of counsel that the shares will, when
sold, be legally issued, fully paid and non-assessable.
We received a notice from Nasdaq that our common stock may be delisted from trading on
the Nasdaq Capital Market..., page 10
5.Please update your disclosure regarding the status of your non-compliance
with Nasdaq Listing Rule 5550(b)(1), which requires the company to maintain a
minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq
Capital Market. Disclose the date you submitted your plan of compliance and whether
you have received a response from Nasdaq.
The Equity Purchase Transaction, page 14
6.Please revise to clarify why the warrant the company issued as a commitment fee in
connection with the Equity Purchase Agreement is considered a "pre-funded" warrant.
In this regard, it does not appear that the investor pre-paid any consideration for the
warrant. If you are using the term "pre-funded warrant" to indicate the shares
underlying the warrant are not intended to be included in the investor's beneficial
ownership, then please so indicate, and state that the investor did not pre-pay any
amount for the warrant. Finally, revise to clarify the approximate value of the
Commitment Fee as compared to the consideration paid.

August 7, 2025
Page 3
7.Please discuss the provision of the Equity Purchase Agreement that limits the number
of shares you may issue without seeking shareholder approval under Nasdaq rules for
the issuance of more than 176,177 shares under the Equity Line Agreement and Pre-
Funded Warrant. Disclose whether you intend to seek such shareholder approval.
Plan of Distribution, page 15
8.You indicate that the selling stockholder may engage in hedging transactions and sell
securities short. This appears inconsistent with Section 5.2 of the Equity Purchase
Agreement. Please advise or revise your disclosure.
General
9.Please note that the resale of shares issuable under the Equity Purchase Agreement
must be registered on a form that the company is eligible to use for a primary offering.
For guidance, refer to Question 139.13 of the Securities Act Sections Compliance and
Disclosure Interpretations. It appears that the aggregate market value of your common
equity held by non- affiliates during the 60 days prior to July 17, 2025 did not exceed
the $75 million threshold that General Instruction I.B.1 of Form S-3 specifies. If you
are relying on General Instruction I.B.6 for Form S- 3 eligibility, tell us how you have
sufficient capacity to register the number of shares you are offering for resale under
the Equity Purchase Agreement, and include the information required pursuant to
Instruction 7 to General Instruction I.B.6. For guidance, refer to Question 116.21 of
the Securities Act Forms Compliance and Disclosure Interpretations. Alternatively,
please amend your registration statement on an appropriate form.
10.Please disclose the number of shares being offered for resale under the Equity
Purchase Agreement on the prospectus cover page and throughout the prospectus.
11.Please disclose that the selling shareholder is an underwriter with respect to the resale
of the shares issuable under the Equity Purchase Agreement. For guidance, refer
to Question 139.13 of the Securities Act Sections Compliance and Disclosure
Interpretations.

August 7, 2025
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kathleen Krebs at 202-551-3350 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jack Kennedy, Esq.