Super League Gaming, Inc.
2906 Colorado Ave.
Santa Monica, California 90404
(802) 294-2754
May 13, 2020
VIA EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attention:
Ms. Erin Jaskot
RE:
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Super League Gaming, Inc.
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Request for Withdrawal of Post-Effective Amendment No. 1 to
Registration Statement on Form S-3, filed on May 12,
2020
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(File No. 333-237626)
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Ladies
and Gentlemen,
Pursuant to Rule
477 promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”), Super League Gaming, Inc. (the
“Registrant”)
hereby requests that the Securities and Exchange Commission (the
“Commission”)
consent to the withdrawal of Post-Effective Amendment No. 1 to the
registration statement on Form S-3 (File No. 333-237626) (the
“Registration
Statement”) (the “Post-Effective Amendment”). The
Registration Statement was filed with the Commission on April 10,
2020, and declared effective on April 20, 2020. The Post-Effective
Amendment was filed with the Commission on May 12, 2020, and has
not been declared effective.
Subsequent to the
initial filing and effectiveness of the Registration Statement, the
Registrant determined it would be in its best interest to include
shares of the Registrant’s common stock issuable upon
conversion of certain debt securities (the “Debt Securities Shares”) to the
shares offered pursuant to the Registration Statement. As discussed
with the Staff, the Company is not eligible to include such Debt
Securities Shares by means of filing a post-effective amendment to
the Registration Statement, and therefore is requesting withdrawal
of the Post-Effective Amendment. The Company intends to file a new
registration statement to register the Debt Securities Shares after
such withdrawal of the Post-Effective Amendment. The Registrant
confirms that no securities have been sold pursuant to the
Post-Effective Amendment.
Accordingly, the
Registrant requests that the Commission issue an order granting the
withdrawal of the Post-Effective Amendment (the “Order”) effective as of the date
hereof or at the earliest practicable date hereafter. Please send
copies of the Order to the undersigned at Super League Gaming,
Inc., 2906 Colorado Ave., Santa Monica, California 90404, with a
copy to the Registrant’s counsel, Disclosure Law Group, a
Professional Corporation, Attn: Jessica R. Sudweeks, 655 West
Broadway, Suite 870, San Diego, California 92101, facsimile number
(619) 330-2101.
If you
have any questions with respect to this matter, please contact
Registrant’s Counsel, Jessica R. Sudweeks, Partner of
Disclosure Law Group, at (619) 272-7063.
Very
truly yours,
/s/ Ann Hand
Ann
Hand
President and Chief
Executive Officer
Super
League Gaming, Inc.
cc:
Jessica R. Sudweeks
Partner
Disclosure Law
Group, a Professional Corporation