| Reed SmithLLP 599 Lexington Avenue Tel +1 212 521 5400 Fax +1 212 521 5450 reedsmith.com |
February 17, 2017
Ms. Katherine Wray
Attorney-Advisor
Office of Information Technologies and Services
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Function(x) Inc. |
Amendment No. 1 to Registration Statement on Form S-1
Filed February 6, 2017
File No. 333-215188
Dear Ms. Wray:
On behalf of Function(x) Inc. (the “Company”), we are writing to respond to the comments raised by the staff in a letter dated February 16, 2017, regarding Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the Commission on February 6, 2017 (the “Registration Statement”). In response to your comments, the Company has amended the Registration Statement, as appropriate, and filed the amended Registration Statement with the Commission.
1. We note your response to prior comment 3 and the revised disclosure on page 3. To the extent you retain this disclosure, please explain your statement that the revenue information is provided by “outside sources.” In addition, please update the disclosure based on your actual financial results as reported in your Form 10-Q for the quarter ended December 31, 2016, and present here your net losses from the digital publishing segment for the periods covered by the chart.
We have revised the disclosure to present our actual results for the quarter ended December 31, 2016 in response to this comment, including our net losses from the digital publishing segment for the periods covered by the chart.
2. Please file a revised opinion of counsel that that addresses whether the common stock underlying the representatives’ warrants will be legally issued, fully paid and nonassessable.
We have included a revised legal opinion as Exhibit 5.1 in response to this comment.
Ms. Katherine Wray
February 17, 2017
Page 2
Should you have any questions or comments regarding the response set forth herein, or require any additional information, please do hesitate to contact me at (212) 549-0393. Thank you for your time and attention.
Very truly yours,
/s/ Aron Izower
Aron Izower
