United States securities and exchange commission logo
February 11, 2021
Mark Breen
Chief Financial Officer
Leafbuyer Technologies, Inc.
6888 S. Clinton Street, Suite 300
Greenwood Village, Colorado 80112
Re: Leafbuyer
Technologies, Inc.
Form 10-K for the
Fiscal Year ended June 30, 2020
Filed September 25,
2020
File No. 000-55855
Dear Mr. Breen :
We have limited our review of your filing to the financial
statements and related
disclosures 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended June 30, 2020
Part IV
Exhibit and Financial Statement Schedules, page 27
1. Please refer to the
Exhibit Table in Item 601(b) of Regulation S-K for an indication of all
exhibits required in
Form 10-K and amend your filing to include all of the information
specified in Item 15 of
Form 10-K including the required exhibits.
Financial Statements
Note 4 - Capital Stock and Equity Transactions, page 41
2. We note your disclosure
stating that your 3,000,000 Series A convertible preferred shares
may be converted into
"a number of shares of Common Stock so that the Series A holders
would hold 55% of the
number of outstanding shares of Common Stock." Please expand
your disclosure to
specify the conversion price and the number of common shares issuable
pursuant to this
provision at each balance sheet date, and provide a description of events
Mark Breen
FirstName LastNameMark Breen
Leafbuyer Technologies, Inc.
Comapany11,
February NameLeafbuyer
2021 Technologies, Inc.
February
Page 2 11, 2021 Page 2
FirstName LastName
that could further change the conversion price and number of issuable
shares to comply
with FASB ASC 505-10-50-3 and 50-6.
3. Tell us how you have considered FASB ASC 470-20-35-1 in determining
that you would
not recognize beneficial conversion features associated with issuances
of equity
instruments that have changed the Series A preferred share conversion
price.
4. We note that the Certificate of Designation that appears as Exhibit
4.2 to the Form 8-K
that you filed on March 29, 2017 includes a description of the initial
conversion price that
implies holders of the Series A preferred shares owned 21,750,000
common shares or
common share equivalents that would be considered in determining the
number of shares
issuable in exchange for the Series A preferred shares.
Please expand your disclosure to include a description of the formula
to be utilized in
determining the number of shares issuable upon conversion and to
specify the number of
any instruments held by the counterparties that are considered in the
computation.
If such shares are relevant, disclose how any subsequent change in the
common share
and common share equivalents of the Series A preferred stock
investors, or possible
transfers of the Series A preferred shares by such investors to new
investors, would be
considered in determining the number of issuable common shares.
Also disclose how any partial conversions of Series A preferred shares
would affect the
determination of the number of common shares issuable in any future
conversion of the
remaining Series A preferred shares.
5. Given the number of outstanding common shares and common shares
issuable for
conversion or exercise of the Series B preferred shares, outstanding
warrants, stock
options, and convertible debt, it appears that the number of shares
issuable to convert the
Series A preferred shares would exceed the number of your authorized
and unissued
common shares. Tell us how you would respond to a conversion request
under these
circumstances.
6. Please address the following observations regarding your accounting
for and disclosures
about your Series A and Series B convertible preferred stock. Tell us
the reasons for
the inconsistencies, clarify the extent to which changes represent
error corrections,
describe any underlying corporate actions including the dates, and
explain how you
propose to clarify these matters in your periodic reports.
In your June 30, 2018 Form 10-K you reported a conversion of
180,000 Series B
preferred shares into 2,880,000 common shares, based on the 1:16
conversion rate
specified in the Certificate of Designation, and 70,000 Series B
preferred shares
outstanding at the end of the period.
In your June 30, 2019 Form 10-K the corresponding activity
appears to have been
restated, with changes to the number of shares converted from
180,000 to 2,880,000,
Mark Breen
Leafbuyer Technologies, Inc.
February 11, 2021
Page 3
and having 1,120,000 Series B preferred shares outstanding as of
June 30, 2018, yet
there does not appear to be any labeling or disclosure about the
restatement or any
stock split.
In conjunction with the apparent restatement described in the
preceding point, we
note that the combined number of Series A and Series B preferred
shares as of June
30, 2017 did not change from the originally reported 7,000,000
shares, but was
nevertheless reduced by the restated number of Series B preferred
shares converted to
yield 4,120,000 preferred shares outstanding as of June 30, 2018,
rather than the
6,820,000 outstanding shares that had originally been reported as
of this date.
We understand that the 6,820,000 outstanding preferred shares
initially reported as of
June 30, 2018 reflected the 3,000,000 Series A preferred shares
that were issued in
your 2017 recapitalization/reverse merger, 3,750,000 additional
Series A preferred
shares that you reported as being subscribed in the transition
period ended June 30,
2017, and 70,000 Series B preferred shares, reflecting an
original 250,000 shares net
of the 180,000 shares that were converted during your 2018 fiscal
year.
Given the composition described in the preceding point, and
your disclosure
indicating the restated combined number of Series A and Series B
preferred shares of
4,120,000 reflects 3,000,000 Series A preferred shares and
1,200,000 Series B
preferred shares, it is unclear what became of the 3,750,000
Series A preferred shares
that were included in the 7,000,000 outstanding shares.
In closing, 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.
You may contact Lily Dang at 202-551-3867 or Karl Hiller - Branch Chief
at 202-551-
3686 with any questions.
FirstName LastNameMark Breen Sincerely,
Comapany NameLeafbuyer Technologies, Inc.
Division of
Corporation Finance
February 11, 2021 Page 3 Office of Energy
& Transportation
FirstName LastName