United States securities and exchange commission logo
February 23, 2021
Robert A. Rositano, Jr.
Chief Executive Officer
Friendable, Inc.
1821 S. Bascom Ave., Suite 353
Campbell, CA 95008
Re: Friendable, Inc.
Offering Statement
on Form 1-A
Filed January 27,
2021
File No. 024-11427
Dear Mr. Rositano:
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
Business
Marketing, page 55
1. We note that you
derived 99% of your revenue from one client. Please identify this client
and discuss the
material terms of any agreements with the client. File any material
agreements you have
with them and include risk factor disclosure to describe the risks
associated with your
revenues being materially dependent on a single source of revenue.
Executive Compensation, page 61
2. Please update to
include executive compensation disclosure for the fiscal year end
December 31, 2020.
Robert A. Rositano, Jr.
FirstName
Friendable,LastNameRobert A. Rositano, Jr.
Inc.
Comapany23,
February NameFriendable,
2021 Inc.
February
Page 2 23, 2021 Page 2
FirstName LastName
Principal Stockholders, page 68
3. Please disclose the voting power of each of the shareholders in this
section. We note that
the holders of common stock are entitled to one vote per share while
the holders of Series
A Preferred Stock are entitled to 9 votes per each Preferred Stock.
2. Summary of Significant Accounting Policies
Basic and Diluted Loss Per Share, page F-9
4. Please clarify the accounting and legal implications of the potential
dilutive shares
exceeding the authorized number of shares of common stock. In
addition, clarify whether
that amount includes the 106.6 million issuable shares presented in
your consolidated
statements of changes in stockholders deficit. Further, explain why
these shares status
remains issuable and describe the terms that will result in their
issuance. Explain how
these shares were factored in your calculation of net loss per share
for all financial
statement periods included in this filing.
General
5. Please expand your disclosure regarding the material terms of the
Series D Preferred
Stock. Disclose the voting rights of the holders of Series D Preferred
Stock and the
conversion terms of the Preferred Stock into common stock. You state
that each Series D
Preferred Stock is convertible, at the option of the holder, into
shares of common stock
initially at $10.00 per share and then at a conversion price based on
the closing price on
the Pink Sheets. Clarify the period of time that the common stock is
convertible at $10.00
per share. Provide examples illustrating the number of shares a
shareholder will receive
based on a conversion price of $10.00 per share and at the current
market value.
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.
You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 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
Michael C.
Foland, Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at
(202) 551-
3453 with any other questions.
Robert A. Rositano, Jr.
Friendable, Inc.
February 23, 2021
Page 3
Sincerely,
FirstName LastNameRobert A. Rositano, Jr.
Division of Corporation Finance
Comapany NameFriendable, Inc.
Office of Technology
February 23, 2021 Page 3
cc: Jonathan D. Leinwand
FirstName LastName