United States securities and exchange commission logo
June 29, 2022
Zach Bair
Chief Executive Officer
VNUE, Inc.
104 West 29th Street, 11th Floor
New York, NY 10001
Re: VNUE, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 15, 2022
File No. 333-262712
Dear Mr. Bair:
We have reviewed your amended registration 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 registration
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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 28, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 15,
2022
Cover Page
1. Please remove the
filing fee table from the cover page and only file as an exhibit to this
registration statement.
Refer to Item 601(b)(107) of Regulation S-K.
Prospectus Summary
Description of the Equity Financing Agreement, page 3
2. We note your disclosure
that the "maximum amount that the Company shall be entitled to
put to GHS in each put
notice shall not exceed three hundred percent (200%) of the
average daily trading
dollar volume of the Company s Common Stock . . . " (emphasis
added). Please revise
to ensure consistency in your disclosure of the maximum amount
Zach Bair
VNUE, Inc.
June 29, 2022
Page 2
per put notice, as your disclosure here references both three hundred
and two hundred
percent, while your disclosure in the form of equity financing
agreement filed as exhibit
10.17 only refers to a two hundred percent threshold. Please make
conforming changes
on page 46. In addition, please revise your disclosure on page 23 to
state that the purchase
price of the common stock is set at 80%, to the extent correct, as the
current disclosure
states that it is 85%. Additionally, your discussion of the Commitment
Shares does not
clarify whether you have issued such shares yet. In this regard,
section 2.7 of the form of
equity financing agreement indicates that you already issued the one
percent in an amount
of 29,069,768 shares to GHS on June 6, 2022, and your disclosure
indicates that they shall
be issued upon execution of the agreements (which are dated June 6,
2022) but that they
are also not yet issued according to footnote (4) on page 22. Revise
your disclosure to
clarify and ensure consistency with your filed agreement.
Risk Factors
"Our existing stockholders will experience significant dilution from the merger
and conversion
of existing preferred stock . . . ", page 13
3. We note your disclosure that you "are required to issue 212,528,950
shares of common
stock as a result of the conversion of 4,250,579 shares of Series A
Preferred Stock,
608,845,939 as a result of the conversion of 2,061 shares of our
common stock, and 3,000
shares of our common stock as a result of the conversion of 3,000
shares of common
stock" (emphasis added). Please revise your disclosure to clarify that
you have 2,061
shares of Series B Convertible Preferred Stock outstanding (emphasis
added), if true, as
you disclose on page 22, and also clarify that you have 3,000 shares
of Series C Preferred
Stock (preferred stock), if true, as you disclose on page 26. Please
also revise to clarify
whether you are currently required to issue the foregoing common
shares, or alternatively,
if you may be required to issue such shares as a result of future
conversions of the
specified convertible securities.
Item 16. Exhibits and Financial Statement Schedules, page II-3
4. Please file the executed copies of the equity financing agreement and
registration rights
agreement. In this regard, we note that exhibits 10.17 and 10.18 only
provide the forms of
such agreements.
5. We note your response to comment 2 and we reissue the comment in-part.
Please file
the consent of BF Borgers CPA PC, related to its audit report dated
February 11, 2022 for
FirstName LastNameZach Bair
the financial statements of Stage It Corp. as of December 31, 2020 and
2019, included in
Comapany
yourNameVNUE,
filing. In thisInc.
regard, we note that the consent filed as Exhibit
23.1 only refers to the
audit
June 29, 2022 report
Pagedated
2 April 8, 2021, relating to the financial statements
of VNUE Inc.
FirstName LastName
Zach Bair
FirstName
VNUE, Inc.LastNameZach Bair
Comapany
June NameVNUE, Inc.
29, 2022
June 29,
Page 3 2022 Page 3
FirstName LastName
You may contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at
202-551-3442 if you
have any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Scott Doney