United States securities and exchange commission logo
September 23, 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 August 27,
2020
File No. 024-11304
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 August 27, 2020
Summary
Current Developer Digital Eclipse, page 3
1. You disclose that
Digital Eclipse has been working with intellectual property holders of
classic games and state
your belief that Digital Eclipse will be able to retain a greater
percentage of profits
with funding from Fig Publishing compared to working only with
intellectual property
holders. Please clarify the basis for your belief. Also clarify if
Digital Eclipse will
need permission from intellectual property holders of classic games
for it to develop such
classic games under the license agreement with Fig Publishing.
Revenue Sharing Formula, page 5
2. Please clarify that
Gross Receipts is net of certain expenses and fees, such as distributer
fees.
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany 23,
September NameFig
2020 Publishing, Inc.
September
Page 2 23, 2020 Page 2
FirstName LastName
The Games, The Developer and The Shares
Illustrative Revenue Sharing and Dividend Example, page 41
3. Please explain how the second table illustrates how the dividends per
holder of FGS DE
would be reduced if only a portion of the funds raised from this
offering are provided to
Digital Eclipse. In this regard, revise the funding assumptions used
for this table to yield
a different amount of dividends per share for the tables presented.
Also revise the
illustrative example on page 7 to make any corresponding changes.
Potential Cumulative Dividends, page 43
4. Please revise to disclose the total number of shares of FGS - DE
assumed to be
outstanding for purposes of the chart. Also, revise to present
scenarios where the amount
of proceeds raised in the offering is less than the funds contributed
to Digital Eclipse for
Licensed Game(s) under the License Agreement. In addition, provide an
indication that
Fig s Revenue Share will terminate on the fifth anniversary of Fig
receiving three times
the amount of Fig Funds provided to Digital Eclipse.
Compensation of Directors and Executive Officers, page 52
5. We note that the Loose Tooth Industries, Inc. allocated stock-based
compensation expense
to the company for the years ended September 30, 2019 and 2018. Please
revise the
summary compensation table to disclose the amount that each of your
officers and
directors received in fiscal year 2019. Also, briefly describe the
compensation to be made
by OpenDeal Inc. to the executive officers and directors for their
work at the company.
General
6. You disclose on page 44 that [i]n the event Fig does not contribute
all of the Fig Funds to
the Developer for Licensed Games, any Fig Funds not otherwise used for
pre-disclosed
fees related to the offering will be returned to holders of FGS DE
on a pro-rata basis at
the time of the cancellation of the FGS DE. Please revise to
highlight this aspect of the
offering and the FGS DE securities throughout the offering
circular, including on the
offering circular cover page, Summary and Plan of Distribution.
Discuss whether the
offering proceeds will be held in an escrow or trust account pending
the contribution of
funds to Digital Eclipse, what fees will be withheld, whether interest
will be paid upon
return of the funds and how long the company may hold the proceeds
before returning
them to FGS DE shareholders.
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.
Chuck Pettid
Fig Publishing, Inc.
September 23, 2020
Page 3
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.
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
September 23, 2020 Page 3 Office of Technology
FirstName LastName