United States securities and exchange commission logo
November 22, 2022
Chuck Pettid
President and Director
Fig Publishing, Inc.
149 Fifth Avenue, Floor 10
New York, NY 10010
Re: Fig Publishing,
Inc.
Amendment No. 1 to
Offering Statement
on Form 1-A
Filed October 19,
2022
File No. 024-12017
Dear Chuck 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.
Amendment No. 1 to Offering Statement on Form 1-A
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Contractual Commitments, page 36
1. For each offering under
Regulation A, please disclose each licensed product, the amount
of Fig Funds provided
for each licensed product and the amount of Fig Gaming Shares or
Fig Portfolio Shares
sold. Consider providing this information in a table.
2. For each Regulation A
offering where the company will return offering proceeds not used
as Fig Funds, disclose
the amount of proceeds currently in escrow and the date by which
the proceeds must be
used or returned to investors.
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany 22,
November NameFig
2022 Publishing, Inc.
November
Page 2 22, 2022 Page 2
FirstName LastName
3. You disclose that you terminated the license agreement with Marauder
and that investors
who had entered into subscription agreement had their funds were
returned. You then
state the following: "During calendar year 2022, we entered into an
additional license
agreement for which we are currently raising capital via securities
offerings pursuant to
Tier 2 of Regulation A." Please clarify to what offering this sentence
relates.
General
4. Please provide consistent disclosure throughout your offering circular
of the number of
FGS-Atari shares being offered and the offering price. For example,
the fourth paragraph
on the initial offering circular cover page indicates you are offering
a maximum of 15,000
FGS-Atari at $500 per share, the offering circular cover page of
Schedule Atari indicates
you are offering a maximum of 30,000 FGS-Atari at $500 per share, and
the summary of
the use of proceeds on page Atari-4 indicates that you expect an
maximum of $15 million
of proceeds assuming all 25,000 of the FGS-Atari shares are sold at
the offering price of
$1,000 per share.
5. Please revise your disclosure throughout the Schedule Atari to
accurately and consistently
describe the terms of the Fig Revenue-Sharing Agreement between the
company and Atari
Interactive, Inc. Examples include the following:
The disclosure on page Atari-10 regarding the calculation of Fig's
Revenue
Share, including the Tier 2 Calculation rate and time period, is
not consistent with the
terms of the Fig Revenue-Sharing Agreement. The Tier 2
Calculation rate is also
incorrect on pages Atari-26 and Atari-29.
You sometimes refer to the developer as Small Impact Games rather
than Atari; and
In the revenue sharing formula on page Atari-9, Atari Incidental
Deductions are
subtracted from Revenue from Atari Product. You indicate that
Atari s Incidental
Deductions are uncapped. There is no reference to Atari
Incidental Deductions in
the Fig Revenue-Sharing Agreement with Atari Interactive, Inc.
These are just examples. Please revise as appropriate.
6. Please discuss the implications of the Fig Shares Termination Date,
which is 60 months
after the date that is the earlier of (i) the date that the final
Licensed Game under the Fig
Revenue-Sharing Agreement is published or (ii) December 1, 2022. For
example,
disclose that the maximum period that holders of FGS-Atari could
receive dividends is
until December 1, 2027. Furthermore, although the company must return
offering
proceeds that are not used in connection with the Fig Revenue-Sharing
Agreement within
two years after the last closing of the offering, this means that
proceeds could be
contributed as Fig Funds to Atari for up to three-and-a-half years
into the five-year term.
Since it may take several years for any Licensed Game(s) to be
developed and start
generating revenues, holders of FGS-Atari shares may not receive
dividends prior to
December 1, 2027, even though the Licensed Game(s) may ultimately
become
commercially successful through funding with Fig Funds.
Chuck Pettid
Fig Publishing, Inc.
November 22, 2022
Page 3
7. Refer to the last column in the Illustrative Revenue Sharing and
Dividend Example on
page Atari-11. The dividends per share amount does not appear to be
correctly calculated
for 6,000 outstanding shares of FGS-Atari. Please advise and revise as
appropriate.
8. Refer to the graph illustrating potential cumulative dividends on page
Atari-21. Please
clarify the assumed time period of "estimated lifetime distributions"
in light of the Fig
Share Termination Date. In addition, explain why there are other blue
point on the graph
that do not correspond to example points.
9. Refer to the table under "Historical Results" on page Atari-22. Please
explain why you
present "Assumed Gross Sales Revenue" when you are presenting
historical results. Also
explain why footnotes 2, 3 and 4 to the table refer to Atari products.
Lastly, please clarify,
if true, that no games or other products have been released under
license agreements
relating to prior offerings of Fig Gaming Shares or Fig Portfolio
Shares under Regulation
A.
10. Please explain the purpose of the tables on page Atari-23 and Atari-24
and how they
relate to the offering of FGS-Atari and the Fig Revenue-Sharing
Agreement with Atari.
11. Refer to the description of Atari and Atari Products on pages Atari-16
to Atari-19. Please
revise this disclosure to focus on information that would be material
to investors in FGS-
Atari shares regarding Atari Interactive, Inc. as the counter-party to
the Fig Revenue-
Sharing Agreement. Please consider the following when revising your
disclosure:
Clearly indicate which entity you are discussing. For example, it
appears you use
"Atari" to refer to various Atari entities, you refer to "the
Company" without
explaining which company, and it should be clear where you are
discussing the party
to the Fig Revenue-Sharing Agreement -- Atari Interactive, Inc.
Clarify in what entity Wade J. Rosen has an ownership interest and
what role he will
play in connection with the Fig Revenue-Sharing Agreement.
Clarify why it is material to investors in FGS-Atari shares to
know detailed
information about the board of directors of Atari.
You indicate that Atari will need to secure agreements with
third-party developers to
have games developed. Explain how the Fig Revenue-Sharing
Agreement takes into
account Atari's use of third-party developers and the costs of
these developers when
determining Gross Receipts and Fig Revenue Share.
Explain how you calculated "a collective 70% return-on-investment
after less than a
year on the market" for Atari's Recharged series of games and how
this information is
relevant to investors in FGS-Atari shares.
12. Refer to the disclosure about how you will select Atari Products on page
Atari-20. This
FirstName LastNameChuck Pettid
disclosure does not appear to represent how you will mutually agree on
Licensed Games
Comapany
withNameFig Publishing,
Atari or use particularInc.
Atari intellectual property set forth in
the Fig Revenue-Sharing
Agreement.
November 22, 2022 Please
Page 3revise as appropriate.
FirstName LastName
Chuck Pettid
FirstName LastNameChuck Pettid
Fig Publishing, Inc.
Comapany 22,
November NameFig
2022 Publishing, Inc.
November
Page 4 22, 2022 Page 4
FirstName LastName
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
cc: Anthony Ain, Esq.