United States securities and exchange commission logo
July 2, 2020
Chuck Pettid
President and Director
Fig Publishing, Inc.
335 Madison Avenue, Suite 7E
New York, NY 10017
Re: Fig Publishing,
Inc.
Offering Statement
on Form 1-A
Filed June 8, 2020
File No. 024-11236
Dear Mr. Pettid:
We have reviewed your 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 amending your offering statement
and providing the
requested information. 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 any amendment to your offering statement and
the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A Filed June 8, 2020
Cover Page
1. You disclose that you
may undertake one or more closings on a rolling basis. Please
revise to clarify the
situations when a closing will occur and the events or contingencies
that must occur for the
funds to be available to you.
Summary
Our Business, page 1
2. You disclose at the
bottom of page 1 and elsewhere that you have generated
approximately
$6,000,000 in revenue in game sales. Please clarify what you mean by
"revenue from game
sales." For example, it is not clear whether this represents your
revenue share under
your license agreements, service fees or other game-related sources
of revenue.
Chuck Pettid
Fig Publishing, Inc.
July 2, 2020
Page 2
3. You disclose that, "[f]rom January 1, 2016 through April 30, 2020, we
hosted three of the
top ten successful crowdfunding campaigns, measured in terms of
aggregate rewards
pledged and investments reserved or made, as applicable." Please
clarify whether you are
referring to the entire population of crowdfunding campaigns during
this period or a
particular segment.
Illustrative Revenue Sharing and Dividend Example, page 6
4. In footnote 3, you disclose that the table arbitrarily assumes that
Fig's Revenue Share is
22.6%. It appears that you assumed that the revenue to Fig would be
18% in the testing
the waters material that you filed as an exhibit. Please advise.
Risk Factors
The COVID-19 pandemic and containment efforts across the globe..., page 21
5. Please expand your risk factor to address its impact of COVID-19 on
potential retailers of
your licensed products and how this has or could impact your revenues.
If
material, discuss how COVID-19 has impacted pre-orders by retailers.
In this regard, an
April 4, 2020 news article indicated that Intellivision had to stop
taking purchase orders
from retailers because of the coronavirus outbreak.
Following a defined time after the delivery of a particular developed game...,
page 25
6. Your risk factor disclosure indicates that following a defined time
after the delivery of a
particular game, you will have the right to cancel a series of game
shares. Your disclosure
on pages 48 and 68, however, suggests that there is no such minimum
defined period and
that the board may cancel a series of game shares in its
discretion. Please advise, or
revise your disclosure as necessary.
Our Business
Our Process, page 30
7. You identify the products you have licensed on page 32. For each
licensed product,
quantify the amount of funds provided to the developer and company's
royalties/revenue
share received to date so that investors understand the company's track
record with regard
to selecting developers, managing the game development cycle and the
financial outcomes
FirstName LastNameChuck Pettid
for the company. Also discuss products you have licensed and funded
that have not
Comapany NameFig
generated Publishing,
revenue becauseInc.
the product development was not completed,
the product was
July 2, developed
2020 Page and
2 not published, or the license was terminated.
FirstName LastName
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany
July 2, 2020NameFig Publishing, Inc.
July 2,3 2020 Page 3
Page
FirstName LastName
Amico License Agreement, page 38
8. The Calculated Rates for each tier provides for different percentages
for Direct System
Revenue, Indirect System Revenue and Revenue derived from Purchasable
Games.
Please explain what is covered by these revenue sources under the
license agreement.
With respect to purchasable games, please explain how revenue from
purchasable games
is affected when a customer purchases a game developed by a third
party compared to a
game that is developed internally at Intellivision.
The Game Console, the Developer and the Shares
The Developer and Console Maker, page 38
9. You disclose that Intellivision pre-sold over $100,000 of Amico
consoles to certain
"VIPs" and prospective retailers. Your website indicates that the
deposits for pre-orders
are refundable. Please clarify whether the preorders to "VIPs" and
prospective retailers are
also refundable and non-binding.
Potential Cumulative Dividends, page 43
10. It appears you have provided the chart for Fig Game Shares - CTT,
rather than FGS -
Amico. Please provide the relevant chart. Furthermore, if you include
the chart at the
URL provided on page 38, please explain why you use $250 per share to
determine the
break-even point in this chart when the shares are being sold at
$1,000 per share. In
addition, consider adding the impact on sales volume and break even
point to demonstrate
the impact of discounting the sales price (e.g., show impact of a 10%
or 25% reduction in
the sales price of the console).
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Acquisition by Republic, page 46
11. We note that the company's prior parent, Loose Tooth Technologies
Inc., retains 100% of
revenues under then-existing license agreements with developers, net
of certain expenses;
and a revenue share of 50% of Fig s future gross income received
from development
projects which begin raising capital on Fig.co in 2020 or 2021.
Discuss how this will
impact the company's results of operations and liquidity.
Specifically, disclose whether
the current license agreement regarding Amico falls under the
agreement with the prior
parent. If so, explain how this will impact the amount of dividends
that holders of FGS -
Amico shares will receive.
Game-Specific Accounting, page 48
12. Please revise the tables to provide the final results of each of the
games and related Fig
Shares for the games sold to Microsoft. This disclosure should be
similar to information
you provided in the Form 1-U filed on October 1, 2019.
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany
July 2, 2020NameFig Publishing, Inc.
July 2,4 2020 Page 4
Page
FirstName LastName
13. We note that you exclude license agreements for games not related to
securities sold
pursuant to Regulation A from the table showing the sharing of sales
receipts by game and
the table showing the allocation of assets and liabilities by game.
Please add those games
to the tables to the extent material to the company or an investor in
FGS - Amico shares.
Independent Auditor s Report, page F-2
14. Please revise to include the accountant s report for the
consolidated financial statements
of Fig Publishing, Inc. and Subsidiaries as of and for the year ended
September 30, 2018
pursuant to Rule 2-02 of Regulation S-X. In addition, include the
related consent from the
audit firm as an exhibit pursuant to Item 17.11 of Form 1-A.
Notes to Consolidated Financial Statements
Note 11 Subsequent Events
Acquisition of Fig Publishing, page F-21
15. Please clarify how fifty percent of all future accounts payable until
January 1, 2022 will
be settled in consideration for the sale of your outstanding common
stock to OpenDeal
Inc. dba Republic. In this regard, we note your disclosure on page 46
that Republic agreed
to pay Loose Tooth 50% of Fig s future gross income from development
projects which
begin raising capital on Fig.co in 2020 or 2021.
Part III Exhibits
Exhibit 11.1, Consent of Independent Auditor, page II-1
16. The independent auditor s consent refers to the report with respect
to your financial
statements as of and for the years ended September 30, 2019 and 2018.
However, the
offering circular only includes the report with respect to your
financial statements as of
and for the year ended September 30, 2019. The auditor should revise
its consent
accordingly.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
Chuck Pettid
Fig Publishing, Inc.
July 2, 2020
Page 5
You may contact Melissa Walsh, Staff Accountant, at 202-551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Kathleen Krebs,
Special Counsel, at 202-551-3350 or Jan Woo, Legal Branch Chief, at
202-551-3453 with any
other questions.
FirstName LastNameChuck Pettid Sincerely,
Comapany NameFig Publishing, Inc.
Division of Corporation
Finance
July 2, 2020 Page 5 Office of Technology
FirstName LastName