Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 13, 2023 (the "Effective Date"), Matt Edelman was appointed to the role of President of Super League Gaming, Inc. (the "Company"), in addition to his role as the Company's Chief Commercial Officer.

Except for Mr. Edelman's employment agreement, as previously disclosed in the Company's Proxy Statement, filed with the Securities and Exchange Commission (the "Commission") on May 2, 2022, there is no arrangement or understanding between Mr. Edelman and any other person pursuant to which he was appointed as the Company's President. There are no family relationships between Mr. Edelman and any of the Company's directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer and the Company has not entered into any transactions with Mr. Edelman that are reportable pursuant to Item 404(a) of Regulation S-X.

Also on the Effective Date, Mike Wann stepped down from his positions as director and Chief Strategy Officer of the Company. Mr. Wann stepping down from the Board of Directors is not due to any disagreement with respect to the Company's operations, policies, or practices.

In connection with Mr. Wann stepping down from his roles in the Company, the Company and Mr. Wann entered into a Transition Letter Agreement (the "Agreement"), pursuant to which Mr. Wann will remain a full-time strategic advisor of the Company from the Effective Date through July 14, 2023 (the "Term"). During the Term, Mr. Wann: (i) may not be terminated by the Company from his role as a strategic advisor for any reason; (ii) will continue to be paid on a semi-monthly basis at his current salary of $330,000 per year (the "Annual Salary"); (iii) will continue to have access to all employee benefits and all outstanding options and restricted stock units (collectively, "Awards") granted prior to the Effective Date will continue to vest, with no changes to the terms of the Awards under his existing employment agreement with the Company, dated January 5, 2022 (the "Employment Agreement"); and (iv) will be eligible to participate in the 2022 SLG executive bonus plan. In the event Mr. Wann finds other employment during the Term, Mr. Wann will be entitled to the remainder of his Annual Salary not previously paid to him during the Term, payable in a lump sum payment due within 30 days of Mr. Wann's termination of his employment with the Company. In exchange for being released from Mr. Wann's intellectual property assignment agreement for future intellectual property developed by him, Mr. Wann will continue to be bound by the confidentiality and non-solicitation provisions of the Employment Agreement.

With exception to the sections referenced in the Agreement, the Agreement replaces and supersedes the Employment Agreement. For more information regarding the Employment Agreement, see the Company's Current Report on Form 8-K filed with the Commission on January 7, 2022.

The forgoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Index



Exhibit No.                  Description
   10.1       Transition Letter Agreement dated January
              13, 2023, between Super League Gaming,
              Inc. and Mike Wann.
    104       Cover Page Interactive Data Filed
              (embedded within the Inline XBRL document)

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