United States securities and exchange commission logo
August 21, 2020
Chuck Pettid
President and Director
Fig Publishing, Inc.
335 Madison Avenue, Suite 7E
New York, NY 10017
Re: Fig Publishing,
Inc.
Amendment No. 2 to
Offering Statement on Form 1-A
Filed August 7,
2020
File No. 024-11236
Dear Mr. Pettid:
We have reviewed your amended 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.
Unless we note
otherwise, references to prior comments are to comments in our July 2,
2020 letter.
Amendment No. 2 to Offering Statement on Form 1-A
Current Gaming Console Amico, page 3
1. Please disclose the
reasons for the delayed release date for the Amico console. We note
public statements by
Intellvision's Chief Executive Officer, Tommy Tallarico, that the
impact of the COVID-19
pandemic on Intellivision has been dramatic and is the cause for
the delay. Provide a
separate risk factor that discusses the impact of the COVID-19
pandemic on the
development of the Amico console, including the delayed release date.
Also update your
COVID-19 disclosure throughout the offering circular for this
development, including
under "The Game Console, the Developer and the Shares" on
page 37 and
"Management's Discussion and Analysis of Financial Condition and Results
of
Operations--COVID-19" on page 48.
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany
August 21, NameFig
2020 Publishing, Inc.
August
Page 2 21, 2020 Page 2
FirstName LastName
Risk Factors
Following the delivery of a particular developed game, game console or other
product..., page 25
2. In response to prior comment 6, you have revised this risk factor to
disclose that,
following the delivery of the product, you have the right to cancel
the associated series of
Fig Gaming Shares. Please clarify whether the board can cancel Fig
Gaming Shares only
after the delivery of the product or whether it can cancel the shares
at any time. In this
regard, we note that the form of certificate of designation for the
FGS - Amico shares
provides that the board can cancel the FGS - Amico shares at any time.
Please clarify
your disclosure about the board's cancellation rights for Fig Gaming
Shares in general and
FGS - Amico shares specifically, including on pages 45 and 59. Also
highlight in the
Summary section that the board can cancel the FGS - Amico shares at
any time in its
discretion, including before the Amico console has been delivered or
has started
generating revenues that could result in dividends to the holders of
FGS - Amico shares.
The Game Console, the Developer and the Shares
Potential Cumulative Dividends, page 43
3. Your charts on pages 43 and 44 assume $7.5 million of Fig Funds, which
means you are
assuming you sell only 7,500 FGS - Amico shares out of the 15,000
shares being offered.
Please also include charts that assume the sale of all 15,000 FGS -
Amico shares. Also
clarify that you are using the Tier 1 Calculated Rate in determining
the amount of revenue
to Fig.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Acquisition by Republic, page 47
4. In response to prior comment 11, you disclose that "[t]he Amico
License Agreement is
considered a development project which began raising capital on Fig.co
in 2020, after the
completion of the acquisition." Please disclose, if true, that Loose
Tooth will receive a
revenue share of 50% of Fig s future gross income received from the
Amico License
Agreement. Also discuss whether the company will be able to make a
profit from the
Amico License Agreement due to Loose Tooth's receipt of 50% of Fig's
gross income
from this license and the payment of the dividend to FGS - Amico
shareholders.
Game-Specific Accounting, page 50
5. Please explain why you include Virgo vs the Zodiac as a principal game
in the tables on
pages 51 and 52, but do not include this game in the table on page 32
that lists the games
that have been commercially launched and to which you have royalty
rights.
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany
August 21, NameFig
2020 Publishing, Inc.
August
Page 3 21, 2020 Page 3
FirstName LastName
Notes to Annual Consolidated Financial Statements
Note 11 Subsequent Events
Acquisition of Fig Publishing, page F-38
6. We reissue and clarify prior comment 15. Your disclosure continues to
indicate that, as
part of the consideration for the sale of your outstanding common
stock, OpenDeal Inc.
will pay Loose Tooth fifty percent of all future accounts payable
until January 1, 2022.
Please tell us if this disclosure, as well as the related disclosure
on page F-17, should be
clarified to indicate OpenDeal Inc. will pay Loose Tooth fifty percent
of all future
accounts receivable until January 1, 2022. In this regard, we note
your revised disclosure
explaining that OpenDeal Inc. will pay to Loose Tooth 50% of future
income from
developer agreements signed with the Company on or after December 26,
2019 but before
January 1, 2022.
Exhibits
7. We reissue and clarify prior comment 16 regarding Exhibit 11.1. The
consent from Lear
& Pannepacker, LLP continues to refer 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 a report from this firm with respect
to your financial
statements as of and for the year ended September 30, 2019. The
auditor should revise its
consent to only refer to its report with respect to your financial
statements as of and for the
year ended September 30, 2019, accordingly.
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.
Sincerely,
Division of
Corporation Finance
Office of
Technology