November 29, 2018
Adi Sideman
President
YouNow, Inc.
245 5th Avenue, 6th Floor
New York, New York 10016
Re: YouNow, Inc.
Draft Offering Statement on Form 1-A
Submitted September 28, 2018
CIK 0001725129
Dear Mr. Sideman:
We have reviewed your draft offering statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information
and either submitting
an amended draft offering statement or publicly filing your offering statement
on
EDGAR. Please refer to Rule 252(d) regarding the public filing requirements for
non-public
submissions, amendments and correspondence. If you do not believe our comments
apply to
your facts and circumstances or do not believe an amendment is appropriate,
please tell us why
in your response. After reviewing your amended draft offering statement or
filed offering
statement and the information you provide in response to these comments, we may
have
additional comments.
Form 1-A
Cover Page
1. Please include your website address on the cover page of the offering
circular. Refer to
Item 1(b) of Part II of Form 1-A for guidance.
2. We note your disclosure stating that the offering "will continue until
the earlier of (i) with
respect to the Props Tokens distributed through the Props PBC offering,
the date on which
60,000,000 million Props Tokens included in the allocation have been
granted or sold, or
(ii) with respect to the Props Tokens distributed through the YouNow
offering, the date on
which the offering of any additional Props Tokens would cause the sum of
the "aggregate
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offering price" and the "aggregate gross sales" in this offering . . .
to exceed
$50,000,000." Please revise to clarify that the sum of the maximum
aggregate offering
price and the aggregate sales pursuant to the YouNow offering and the
Props PBC
offering combined may not exceed $50,000,000 in any 12-month period.
Refer to Rule
251(a)(3) of Regulation A.
3. Please revise the cover page to disclose that payment for tokens in
the cash offering may
be made in U.S. dollars, Bitcoin, or Ether. Also state that, once
submitted, an investor's
subscription is irrevocable. In this regard, we note your disclosure
in the first full
paragraph on each of pages 99 and 100.
4. Please provide your legal analysis supporting your conclusion that the
investment
limitation described in Rule 251(d)(2)(i)(C) of Regulation A does not
apply to Props
Tokens received through the app rewards offering or the grant
offering.
5. It appears from your disclosure that YouNow and Props PBC each are
issuing Props
Tokens and Props Entitlements. Please clarify whether your conclusion
is that YouNow
and Props PBC both are issuers or co-issuers and provide your legal
analysis supporting
this conclusion, including how two separate entities can issue the
same securities and how
each issuer will be subject to the remedial provisions of the federal
securities laws. Please
revise the Offering Circular to clearly state who the issuer will be
of the tokens in
connection with each type of sale, issuance and grant contemplated in
the offering
statement.
Pricing, page 3
6. We note your disclosure that the price of all Props Tokens for all
methods of distribution
will be, or will be deemed to be, $0.14 per token for at least three
months. We further
note your disclosure that, "[i]f at any time following that 3-month
period the Props Tokens
are traded on one or more authorized exchanges or alternative trading
systems, then
starting in the month following any calendar month where there were
trades for at least
one million Props Tokens are executed through or on exchanges or
alternative trading
systems (a "calculation month"), [you] will value the tokens at the
average closing bid
price for the tokens during that calculation month until the end of
the next calculation
month." Please provide us your legal analysis as to how this offering
complies with the
requirements in Rule 253(b) to provide a bona fide range. Furthermore,
we note that
disclosure elsewhere, such as on page 100 under the section entitled "
Valuation of non-
cash consideration," implies that this pricing mechanism only applies
to the non-cash
distribution. Please revise to explicitly clarify that the average
closing bid price valuation,
if and when applicable, will apply to cash sales and distributions
pursuant to the app
rewards offering or the grant offering.
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FirstNameInc.
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Summary
How to Participate, page 3
7. Please revise this section and "Plan of Distribution" to disclose the
following:
how payments made in Bitcoin and Ether will be held until closing;
in the event subscriptions are rejected, the form refunds will take
to purchasers who
paid using Bitcoin or Ether; and
if rejected subscriptions are paid for using Bitcoin or Ether, how
you will determine
the amount of the refund if the value of the Bitcoin or Ether has
changed.
8. We note your disclosure stating "[i]f https://bitcoinaverage.com/ is
not available at the
time payment is received, we will use a replacement service, the
suitability of which will
be determined in our discretion." Please revise to explain how
investors will be made
aware of the use of a replacement service for valuation, the exchange
ratio applied, and
the resulting number of tokens that they will receive in such
circumstances.
The Props Token's Role in Helping to Align Incentives of Network Participants,
page 4
9. Please revise to disclose in more detail how you will determine the
amount of Props
Tokens to be issued (1) to users for in-app activities, and (2) to
make grants to key Props
Network participants. Please also disclose whether your officers,
directors, or related
parties will be eligible to receive rewards or grants in connection
with this offering.
Terms of the Offering - No Debt or Equity Provisions, page 4
10. We note your disclosure that you "do not believe the Props Tokens
should be
characterized as either debt of equity under the securities laws."
Please revise all
references throughout your offering statement that characterize the
securities you intend to
offer as neither debt nor equity and instead ensure that you have
discussed all material
terms of the Tokens and provided an appropriate summary thereof.
Other Offerings, page 7
11. Please reconcile Props Tokens sold under the various agreements to
existing tokenholders
before this offering as disclosed in your Dilution discussion.
Risk Factors
Forks may be implemented on the Ethereum blockchain or on the Props Blockchain
.. . ., page 25
12. We note you anticipate that the Props Network will become
decentralized, that you will
take a "less active role in guiding [its] development and
administration." We further note
your disclosure on page 25 that "[t]here is a possibility that [third
party changes to
the software underlying the Props Tokens] could result in changes to
the Props Tokens
that could, among other things, alter the economics or properties of
the Props Tokens, to
the point where the resulting token would effectively be a different
token," and that, under
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such circumstances, you may "disclaim [your] status as issuer of such
an altered Props
Token and discontinue any plans to upgrade the tokens, Props Apps, or
the Props
Network." Finally, we note your disclosure on page 68 that you may
cease your periodic
filings and other disclosures with respect to such altered tokens.
Please expand your
disclosure to describe:
how tokenholders will know when such changes occur;
what notice they will have in advance of such events;
what rights, if any, they will have in determining whether or not
such changes occur;
Your basis for "disclaim[ing] [your] status as issuer";
The implications under the federal securities laws if the status of
the token changes;
and
to the extent known or estimable, approximately when you expect any
such changes to
occur.
Please make corresponding changes to the disclosure under "Description
of the Props
Tokens Being Offered -- Token Modifications" on page 68.
13. We note your disclosure here and elsewhere in the offering circular
regarding third party
modifications to the software underlying the Props Tokens, which you
may not control or
endorse. Please provide us with additional detail why you are unable
to control the smart
contract such that third parties are prevented from making
modifications. Additionally,
please note that the material terms of the tokens must be set at the
time of qualification.
Please tell us what consideration you have given as to whether any
material changes could
result in a new security. Please describe the implications of such a
change for existing
holders and new purchasers in the offering. In your response, please
address (without
limitation) whether such changes could result in an effective exchange
of outstanding
tokens for the new security, how such an exchange would be made, and
how it would
comply with any registration obligations. Please make corresponding
changes to the
disclosure under "Description of the Props Tokens Being Offered --
Token Modifications"
on page 68.
Risk Related to our Business
Investors in Debt Payable by Asset Agreement ......., page 27
14. We note the Company entered into Debt Payable agreements in June 2018.
Please revise
to address the following:
disclose the nature of and repayment terms of these agreements;
address why the right to repayment amount from any potential sale of
the agreements
is less than the proceeds received and total obligation of
$714,007;
address how the value assigned to the 6,884,780 Props tokens, which
can be utilized
for repayment, was determined; and
tell us the authoritative accounting literature followed in
accounting for these types of
agreements.
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FirstNameInc.
YouNow, LastNameAdi Sideman
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Risks Related to Regulation
It is unclear when and if federal or state regulators will allow registration .
.. . , page 34
15. We note your disclosure in the first paragraph under this heading that
you are aware of
"certain developments" related to the potential registration of a
national securities
exchange or ATS that would facilitate trading of Props Tokens on the
secondary market
and provide liquidity. Please revise to elaborate on the "certain
developments" of which
you are aware.
16. Please revise to clarify your disclosure in this risk factor and in
the section "Secondary
Markets" starting on page 67 that with respect to ATSs, the SEC does
not approve or
authorize ATSs or the types of securities that trade on them.
Use of Proceeds, page 41
17. Please revise your disclosure to describe the approximate amount of
the net proceeds to be
used for each identified purpose in the order of priority of such
purposes. Additionally,
please discuss your plans if substantially less than the maximum
proceeds are obtained. In
this regard, please include a table illustrating your planned use of
proceeds if 25%, 50%,
75% and 100% of the offering is sold. Refer to Item 6 of Part II of
Form 1-A and
Instruction 3 thereto for guidance.
Dilution, page 42
18. Please disclose how total consideration of $15,799,000 related to this
offering reconciles
to the $22,400,000 of proceeds in your Use of Proceeds disclosure.
Components of Operations
Revenue , page 43
19. We note the disclosure that revenue is derived from the sale of
virtual goods and through
advertising services. Please revise to provide a discussion which
addresses the following:
How revenues derived through the various avenues are earned and when
each revenue
type is recorded as revenue;
Whether these revenues are recorded gross or net;
How the specific revenue amounts or percentages allocated to the
content providers is
specifically determined;
Whether the content creator arrangements are similar in nature or if
they differ in
terms of allocating revenues based on services provided; and
How the revenues relating to the sale of virtual goods from each of
the various
sources are determined.
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FirstNameInc.
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Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Operations, page 43
20. We note that a majority of your revenue for 2017 and 2016 came from
the sale of digital
goods. Please revise to discuss any known trends that may affect the
type, volume, or
price of digital goods sold in the future. Refer to Part II, Item 9(d)
of Form 1-A.
Results of Operations, page 45
21. Please revise to discuss and analyze the reasons for the increase in
revenues in 2017, and
disaggregate based on the nature of the underling revenues.
22. Please revise to expand your disclosures to discuss and analyze the
reasons for the
increases or decreases in each of the individual operating expenses
and their respective
components during 2017, including if you expect these trends to
continue.
23. Please revise to provide a discussion of the changes in financial
condition for the periods
presented.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Revenue Trends, page 46
24. You state on page 72, that upon qualification of this offering
circular, you intend to
operate the apps with Props Tokens, that Props Tokens may be earned or
acquired by the
user as tips or in the secondary markets and users may also earn Props
Tokens by winning
a merit-based game in an app. Clarify the potential impact to your
digital/virtual goods
revenue trends from the acquisition of Props Tokens which can be
utilized by users
similarly.
Other income (Expense), page 46
25. Please revise to disclose how the liquidation value of the
cryptocurrencies was determined
and through what avenues these assets were both acquired and
subsequently liquidated as
well as the type of consideration received in the liquidations.
Additionally, provide us
with information detailing how the gains on the sale of the digital
currencies were
determined.
Liquidity and Capital Resources, page 47
26. We note the disclosure that the company had $20.1 million in cash at
December 31, 2017.
The company issued SAFT's to investors in November 2017 and you are
obligated to
return the purchaser's investments under certain conditions. Please
tell us what amount of
the $20.1 million in cash is attributable to the funds received from
the issuance of the
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SAFT's, if any, and indicate whether this amount should be considered
"restricted".
27. We note your disclosure stating "[a]s of December 31, 2017, YouNow had
cryptocurrency
reserves of $5.6 million, and as of August 31, 2018 held 103.77
Bitcoin and 3,580 Ether,
respectively." Please revise to disclose the quantity of Bitcoin and
Ether held as of
December 31, 2017, and the value of the cryptocurrency reserves held
as of August 31,
2018.
Critical Accounting Policies and Significant Judgements and Estimates
Revenue Recognition, page 49
28. You state that you determine revenue recognition in accordance with
ASC 606 for only
the proceeds from sales not subject to and contingent on the delivery
of the Props Tokens
under SAFTs and that for SAFTs since 100% of the proceeds from these
sales are subject
to the delivery of the Props Tokens, you have not yet received the
proceeds. Please
address the following:
Reconcile this with you disclosure on page 48 in which you state
that substantially all
the net cash provided by financing activities was the result of
proceeds received under
the SAFTs; and
Clarify your SAFT performance obligations considering your
statement on page 28
that you sold rights to receive Props Tokens by entering into the
SAFTs and entered
into other agreements for the issuance of Props Tokens.
29. You state that you are recognizing revenue over the estimated period
in which you are
performing development services under the contracts, you have a
performance obligation
in these contracts to deliver the Props Tokens, and you use a cost to
cost method of
measuring progress toward complete satisfaction of your obligations.
Please revise to
address the following:
Identify the contracts which are within the scope of ASC 606,
requiring recognition of
revenue over the estimated service period;
Identify the specific performance obligations for these contracts;
The basis for using a cost to cost method in measuring progress of
the performance
obligations; and
Provide us with the authoritative guidance to support the
recognition of revenue over
the estimated development service period.
Descriptions of the Props Tokens Being Offered, page 63
30. Please revise to summarize all the material provisions of the smart
contract that governs
the Props Tokens. To the extent that the smart contracts define the
rights of tokenholders,
please file the form of the smart contract or a written summary of
such contract as an
exhibit to the offering statement pursuant to Item 17 of Form 1-A.
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FirstNameInc.
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Functionality for Users, page 64
31. We note your disclosure stating that, "in the future, Props Token
holders may be able to
provide advisory votes on key issued affecting the Props Network,
including the terms of
the Token Contract and the total amount of Props Tokens that it may
issue, changes to the
algorithm in the Protocol Rewards Contract, or other updates to the
Props Network smart
contracts." To the extent known or contemplated, please provide more
detail regarding
such voting opportunities, including without limitation the following:
whether all tokenholders would be afforded equal rights to
participate in such votes;
to what extent YouNow, Props PBC, and their respective officers,
directors, and
affiliates may participate in voting;
how notice will be provided regarding opportunities to vote;
whether and how you will communicate the results of advisory votes
and your
response thereto; and
whether Props Entitlements will entitle holders thereof to
comparable voting rights or
opportunities.
Props Entitlements in Props Apps, page 64
32. Please provide additional details regarding the Props Entitlements.
For example, please
clarify whether the "additional necessary steps" referenced in this
section is limited to the
steps described in the "Receiving Props Tokens" section. Please also
clarify if everyone
who will receive Props Tokens will first receive Props Entitlements,
including purchasers
in the cash offering. We also note your disclosure that Props
Entitlements do not expire,
but may be forfeited "if a user violates the terms and conditions of
the Props App that
issued the Props Entitlement." Please revise to disclose what will
happen to a holder's
Props Entitlements in the event that the user does not complete the
required steps
described under "Receiving Props Tokens" or if the holder is later
deemed ineligible to
participate in the offering. Please also clarify the process in which
a Props Entitlement
reflected on the Props Blockchain becomes a Props Token reflected on
the Ethereum
blockchain. Finally, please explain to us whether you view Props
Entitlements as a digital
asset that is separate and distinct from the Props Token.
Token Supply, page 65
33. We note that you will allocate your Props Tokens supply as follows:
400,000,000 to wallets controlled by the Protocol Rewards Engine
for use as daily app
rewards or as validator rewards;
100,000,000 to wallets controlled by Props PBC and distributed on
a discretionary
basis in the form of grants or expense reimbursement to
developers, strategic content
partners and other entities directly supporting the growth of the
Props Network;
260,000,000 to YouNow for issuance to current and future
employees, subject to
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certain vesting requirements; and
40,000,000 Props Tokens for distribution to advisors or service
providers as
compensation, subject to certain vesting requirements.
Tell us how you will account for the issuance of these tokens,
including your
consideration of whether or not the issuance of these tokens should be
classified as cost of
revenues, employee and or operating expenses, citing applicable
authoritative guidance.
34. We note your disclosure that "[t]he initial terms of our Token
Contract will provide for the
issuance of no more than 1,000,000,000 Props Tokens" and your
description of the
allocation of these tokens. Please revise your disclosure to clarify
the relationship
between the up to 1,000,000,000 Props Tokens discussed in this section
and the up to
160,000,000 Props Tokens offered pursuant to this offering statement.
Please also
disclose the exemption from registration that you expect to rely upon
when issuing any
Props Tokens described in this section other than those issued
pursuant to this offering
statement.
Secondary Markets, page 67
35. Please tell us what consideration you have given to the application of
Section 29(b) of the
Exchange Act as it relates to the trading of securities on
unregistered exchanges, and the
role you may play in facilitating the sales of your tokens on such
unregistered exchanges.
Token Transfers, Generally, page 67
36. Please revise to more clearly describe what the "gas" fees represent,
how the "gas" prices
are determined, the source of funds for these payments, as well as the
accounting
treatment of these types of payments.
Description of the Props Network, page 71
37. Please disclose when you expect the development of the Props Network
to be completed,
including expected costs to be incurred.
The Props Network Smart Contracts, page 74
38. In regard to the Daily and Validator Rewards Allocations, please tell
us the accounting to
be followed when these allocations are made.
Description of Business
Overview, page 84
39. Please revise to provide a discussion of the wholly-owned
subsidiaries, YouNow Research
and Development Ltd., SwitchRTC Ltd., and the majority owned
subsidiary, YouNow
Services, LLC. The discussion should address the business of these
subsidiaries and
functions and services they provide to the Company as well as any
other pertinent
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information.
40. We note your disclosure in this section that "the YouNow App has
generated over $60
million in virtual goods sales since its founding . . . ." We further
note that a majority of
your revenue for 2017 and 2016 came from the sale of digital goods.
Please revise to
describe the types of digital goods from which YouNow derives revenue.
White Papers, page 86
41. It appears that your White Papers issued in November 2017 and February
2018 may
represent test-the-waters materials. Please file the White Papers as
exhibits to your
offering statement, or advise us why you do not believe they should be
characterized as
test-the-waters materials. Refer to Rule 255 of Regulation A.
Exchange Act Considerations, page 88
42. We note your disclosure in this section and elsewhere that you
believe:
YouNow, Props PBC, the Ethereum blockchain, the Props Blockchain,
the validators
of the Ethereum blockchain, and other, future-selected validators of
the Props
Blockchain are not required to register as transfer agents or
clearing agencies (page
89);
the Props Network, the Props Live Video App, and the Game Show App
should not be
viewed as exchanges or ATSs (page 90);
Etherium blockchain validators and Props Blockchain validators that
could receive
compensation in connection with completing transfers of Props Tokens
are not broker-
dealers (page 90);
YouNow and Props PBC do not meet the definition of investment
companies despite
your holdings in Props Tokens (page 91);
you are eligible to conduct this 1-A offering without engaging the
services of a
registered transfer agent (page 91);
selling Props Tokens at the same time that you may receive Props
Tokens in
connection with the purchase by users of digital goods does not
violate Regulation M
(page 91);
the securities offered pursuant to this offering circular are
"covered securities" as that
term is used in Section 18 of the Securities Act, and as a result,
the BitLicense
Regulatory Framework is preempted under federal law with respect to
Props Tokens
offered under this offering circular (page 92); and
neither you nor your affiliates meets the definition of a money
transmitter or a money
services business (page 92).
Please provide us with your legal analysis with citations to proper
authorities supporting
your conclusions with respect to each of the above.
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Reporting Company Considerations, page 91
43. Please revise disclosures here and on page 36 under We could become a
"reporting
company" with significant additional reporting obligations ...to
clarify that you are
subject to the transfer agent requirement, or provide us
supplementally with a detailed
legal analysis why a transfer agent is not required as requested in
the comment above.
Plan of Distribution, page 98
44. We note your disclosure that the Props Tokens sold for cash
consideration will be
"accepted on a rolling basis during the term of the offering" and that
such subscription is
irrevocable. Please revise to clarify how soon after payment is made
that settlement will
occur, and how you will communicate this timing to investors. Please
also clarify whether
this means that the funds submitted in payment for subscriptions will
be immediately
available for the company's use during the term of the offering,
notwithstanding that
investors are not yet owners of the Props Tokens, and discuss the
risks to and the rights of
investors during this period. For example, please explain what happens
if the company
dissolves or liquidates, or if the offering is terminated, prior to a
closing and/or when the
tokens are distributed. Finally, please address any contingencies to
closings.
45. We note your disclosure that "Settlement of Props Tokens will occur at
one or more
closings on dates chosen by Props PBC in its complete discretion. An
investor in this
offering will become an owner of Props Tokens, including for tax
purposes, and the Props
Tokens will be issued, as of that date." We further note your
disclosure, including on
page 3, that, with respect to purchases made in Bitcoin or Ether, the
payment of such
cryptocurrencies will be "valued based on the most recent update at
the time of payment."
Please revise your disclosure under "Risk Factors" to discuss any
significant risks arising
from any delay between payment and settlement, including without
limitation any
significant risks arising from the volatility of cryptocurrency
valuations during the
interim.
Consolidated Financial Statements, page F-1
46. Please include interim financial statements in your next amendment.
Refer to Form 1-A;
Part F/S; (c)(1); (b)(3)(B).
Note 2. Summary of Significant Accounting Policies, page F-7
47. Please revise to disclose your accounting policies for Props Tokens,
cost of revenue, sales
and marketing expenses and commitments and contingencies.
48. Please revise to disclose the "Recent Accounting Pronouncements" which
impact the
Company.
49. Please revise to provide an accounting policy for prepaid assets and
other expenses.
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FirstNameInc.
YouNow, LastNameAdi Sideman
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50. Please revise to provide a discussion of the Series A and Series B
preferred stock
issuances given that the issuances have provided $7.25 million and
$27.03 million
respectively in liquidity and funding for the Company. You should
identify the terms of
the issuances as well as how the proceeds received were used in the
Company's business.
(E) Accounts Receivable and Allowance for Doubtful Accounts, page F-8
51. Please enhance your policy to discuss the nature of your accounts
receivable, including
factors considered in your determination that no allowance for
doubtful accounts is
necessary as of December 31, 2016 and 2017.
Note 4. Intangible Assets, page F-10
52. Please revise to provide a rollforward of activity for each of the
identified intangible
assets for the periods presented. The disclosures for the digital
currencies should be
broken out by digital currency type. In addition, please disclose as
to whether these
intangible assets were impaired at any of the reporting periods
presented.
53. We note that during 2017, you liquidated certain of your digital
currencies. Considering
that subsequent to the balance sheet date, the value of the digital
currencies held have
decreased significantly due to market conditions as disclosed on page
F-15, disclose your
intention to hold or sell your current digital currency holdings,
including factors that
would cause you to reconsider.
Note 8. Notes Payable, page F-12
54. We note the Debt Payable by Assets agreement (i.e. DPA) entered into
in December 2017.
Please address the following:
Confirm that the total amount of the borrowing was $952,742;
Please indicate whether the company is accruing interest on the DPA
as well as
indicting how the company is accounting for the interest element of
the agreement;
and
Disclose the amount of PROPs tokens which may be utilized for
repayment and
how the value of the tokens will be determined and at what point in
time this
determination will be made.
Note 10. Business Combinations, page F-13
55. Please revise to provide a discussion of the "developed technology"
acquired and the
determination and basis for this technology having an estimated useful
live of 10 years.
Note 12. Commitments and Contingencies
(B) Tokens, page F-14
56. You state that you have entered into various agreements with
unaffiliated individuals and
companies to provide as needed, advisory services in exchange for
Props Tokens, if and
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YouNow, Inc.
November 29, 2018
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when Props Tokens are issued and that the agreements are generally
subject to a vesting
schedule. Please disclose how the company has accounted for these
transactions and the
literature followed, the nature of the services provided, the number
of tokens subject to
these agreements and the related vesting as well as the values
assigned.
57. Revise to provide a rollforward of activity for both the issued and
outstanding as well
as the committed but not issued, Props Tokens for the period
presented, including related
consideration and weighted average price per token.
Note 14. Risks and Uncertainties
(B) Unfilled Token Obligations, page F-15
58. You disclose that unfilled token obligations of $23,928,421 relate to
SAFT agreements
and the DPA loan agreements. Clarify how tokens exchanged for advisory
services
discussed in Note 12 (B) Tokens, are considered in your total
unfilled, unissued token
obligations.
Exhibits, page II-1
59. We note that the forum selection provisions in YouNow's and Props
PBC's bylaws
identify the Court of Chancery of the State of Delaware as the
exclusive forum for certain
litigation, including any "derivative action." Please disclose whether
these provisions
apply to actions arising under the federal securities laws. In that
regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
to enforce any duty or liability created by the Exchange Act or the
rules and regulations
thereunder.
You may contact Michelle Miller, Staff Accountant, at 202-551-3368 or
Marc Thomas,
Staff Accountant, at 202-551-3452 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sara von Althann, Staff
Attorney, at 202-551-
3207 or Erin E. Martin, Legal Branch Chief, at 202-551-3391 with any other
questions.
FirstName LastNameAdi Sideman Sincerely,
Comapany NameYouNow, Inc.
Division of
Corporation Finance
November 29, 2018 Page 13 Office of
Financial Services
FirstName LastName