February
22, 2019
VIA EDGAR
Mses.
Anne Parker, Heather Clark 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.
Amendment
No. 1 and 2 to Registration Statement on Form S-1
Filed
February 6 and 12, 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 22, 2019 with respect to Amendments No. 1
and No. 2 to the Registration Statement on Form S-1 filed with the
Commission on February 6, 2019 and February 12, 2019, respectively
(the “Registration
Statement”). In connection with this letter responding
to the Staff’s comments, the Company is submitting Amendment
No. 3 to the Registration Statement (“Amendment No. 3”), 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
Amendment No. 3. Capitalized terms used but not defined in this
letter have the meanings ascribed thereto in Amendment No.
3.
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.
Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that footnote 1 to the balance sheet data contained in the
Summary Financial Data section of Amendment No. 3 now fully
describes the items included in the pro forma column.
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.
Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that the second bullet point in the Capitalization section of
Amendment No. 3 now discloses that the adjustment for the
beneficial conversion feature is included in the pro forma
information presented in the Capitalization table.
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.
Response: The Company
respectfully acknowledges the Staff’s comment and advises the
Staff that the shares of common stock
issuable upon conversion of the outstanding convertible promissory
notes in the Description of Securities section of Amendment No. 3
is now consistent with similar disclosure throughout the prospectus
included within Amendment No. 3.
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.
Clayton Haynes
Chief
Financial 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
