February 5,
2019
VIA EDGAR
Mses.
Anne Parker, Heather Clark, Melissa Raminpour and Jean Yu and
Mr. John Dana Brown
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Transportation and Leisure
100 F
Street, NE
Washington, D.C.
20549
Re:
Super League Gaming, Inc.
Registration
Statement on Form S-1
Filed
January 4, 2019
File
No. 333-229144
Ladies
and Gentlemen:
This
letter is submitted on behalf of Super League Gaming, Inc. (the
“Company”) in
response to the comments from the staff of the Division of
Corporation Finance and the Office of Transportation and Leisure
(the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in a letter to the
Company dated February 5, 2019 with respect to the Registration
Statement on Form S-1 filed with the Commission on January 4, 2019
(the “Registration
Statement”). In connection with this letter responding
to the Staff’s comments, the Company is submitting Amendment
No. 1 to the Registration Statement (the “Amendment”), which will include
corresponding changes in response to the Staff’s
comments.
In this
letter, each of the Staff’s comments is indicated in italics,
followed by the Company’s responses thereto. Page number
references in the responses below are to the page numbers of the
Amendment. Capitalized terms used but not defined in this letter
have the meanings ascribed thereto in the Amendment.
Our Business, page 54
1.
We note your response to prior comment 3 from
our letter dated November 11, 2018. Please expand to clarify that
the chart titled “Twitch & YouTube Gaming have a larger
audience than many entertainment platforms” reports annual
audience figures as of the end of 2016 for each
platform.
Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that the note immediately following the “Twitch &
YouTube Gaming have a larger audience than many entertainment
platforms” chart on page 57 of the Amendment now discloses
that the amounts reported for each platform represent annual
audience figures as of the end of 2016.
Executive Compensation, page 85
2.
Please revise to include executive compensation disclosure for the
fiscal year ended December 31, 2018.
Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that executive compensation disclosure for the fiscal year
ended December 31, 2018 is included in the Amendment.
Exhibits
3.
We note that you have submitted an application for confidential
treatment relating to exhibits 10.7 through 10.9 that is currently
pending. Please be advised that we will not be in a position to
accelerate the effectiveness of your registration statement until
we have completed processing your confidential treatment
request.
Response: The Company respectfully
acknowledges the Staff’s comment with respect to the pending
confidential treatment requests.
We hope
that the foregoing has been responsive to the Staff’s
comments. If you have any questions or would like further
information regarding the foregoing, please do not hesitate to
contact me at (619) 272-7063.
Sincerely,
/s/ Jessica R. Sudweeks
Jessica
R. Sudweeks
Partner
Disclosure Law
Group,
a
Professional Corporation
cc:
Ms. Ann Hand
Chief
Executive Officer
Super
League Gaming, Inc.
Mr.
Daniel R. Rumsey
Managing
Partner
Disclosure Law
Group,
a
Professional Corporation
Messrs.
Jonathan R. Zimmerman, Ben A. Stacke and Ryan R.
Woessner
Faegre
Baker Daniels LLP
