SEC Comment Letter for Super League Enterprise, Inc. (SLE) (CIK 0001621672) (SLE) — Feb 25, 2019
Super League Enterprise, Inc. (SLE) (CIK 0001621672)
Date: Feb. 25, 2019 · CIK: 0001621672 · Accession: 0000000000-19-003099
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-229144
Letter
February 22, 2019 Ann Hand Chief Executive Officer Super League Gaming, Inc. 2906 Colorado Ave. Santa Monica, CA 90404 Re:Super League Gaming, Inc. Amendment No. 1 and 2 to Registration Statement on Form S-1 Filed February 6 and 12, 2019 File No. 333-229144 Dear Ms. Hand: 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. Form S-1/A Summary Financial Data, page 8 1.We refer to your disclosure in footnote 1 which states "Pro forma as adjusted balance sheet data reflects the pro forma items described immediately above..." Please clarify in your filing to which pro forma items you refer. Capitalization, page 36 2.Please revise the second bullet point to include the adjustment for the beneficial conversion feature of $8,227,542 which is not recognized in earnings until the consummation of the IPO.
FirstName LastNameAnn Hand Comapany NameSuper League Gaming, Inc. February 22, 2019 Page 2 FirstName LastName Ann Hand Super League Gaming, Inc. February 22, 2019 Page 2 Description of Securities, page 94 3.We note from the second paragraph you indicate as of February 11, 2019, there were 1,208,936 shares of common stock issuable pursuant to outstanding convertible promissory notes at a conversion price of $10.80 per share. This information appears inconsistent with disclosures provided elsewhere in the document. Please revise to correct the inconsistency. You may contact Heather Clark at 202-551-3624 or Jean Yu at 202-551-3305 if you have questions regarding comments on the financial statements and related matters. Please contact John Dana Brown at 202-551-3859 or Anne Parker, Assistant Director, at 202-551-3611 with any other questions. Sincerely, Division of Corporation Finance Office of Transportation and Leisure
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February 22, 2019
Ann Hand
Chief Executive Officer
Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, CA 90404
Re:Super League Gaming, Inc.
Amendment No. 1 and 2 to Registration Statement on Form S-1
Filed February 6 and 12, 2019
File No. 333-229144
Dear Ms. Hand:
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.
Form S-1/A
Summary Financial Data, page 8
1.We refer to your disclosure in footnote 1 which states "Pro forma as adjusted balance
sheet data reflects the pro forma items described immediately above..." Please clarify in
your filing to which pro forma items you refer.
Capitalization, page 36
2.Please revise the second bullet point to include the adjustment for the beneficial
conversion feature of $8,227,542 which is not recognized in earnings until the
consummation of the IPO.
FirstName LastNameAnn Hand
Comapany NameSuper League Gaming, Inc.
February 22, 2019 Page 2
FirstName LastName
Ann Hand
Super League Gaming, Inc.
February 22, 2019
Page 2
Description of Securities, page 94
3.We note from the second paragraph you indicate as of February 11, 2019, there were
1,208,936 shares of common stock issuable pursuant to outstanding convertible
promissory notes at a conversion price of $10.80 per share. This information appears
inconsistent with disclosures provided elsewhere in the document. Please revise to correct
the inconsistency.
You may contact Heather Clark at 202-551-3624 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
John Dana Brown at 202-551-3859 or Anne Parker, Assistant Director, at 202-551-3611 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure