SECURITIES AND EXCHANGE COMMISSION FORM 253G2 Filing Date: 2021-08-19 SEC Accession No. 0001213900-21-043799 (HTML Version on secdatabase.com) FILER Fig Publishing, Inc. Mailing Address Business Address 335 MADISON AVENUE 335 MADISON AVENUE CIK:1658966| IRS No.: 475336565 | State of Incorp.:DE | Fiscal Year End: 0930 16TH FLOOR 16TH FLOOR Type: 253G2 | Act: 33 | File No.: 024-11496 | Film No.: 211188571 NEW YORK NY 10017 NEW YORK NY 10017 SIC: 7372 Prepackaged software 212-401-6930 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Offering Circular Filed Pursuant to Rule 253(g)(2) File No. 024-11496 Fig Publishing, Inc. Fig Portfolio Shares – Series 2021 Up to 15,000 Shares $1,000 per Share This offering circular relates to one or more offerings of securities under Regulation A, Tier 2. Each offering is being conducted on a best efforts basis by Fig Publishing, Inc., a Delaware corporation (together with all consolidated entities, “we”, our “Company” or “Fig”). In each such offering, Fig offers investors the opportunity to buy shares of a different series of its non-voting preferred stock, par value $0.0001 per share, all of which series we refer to collectively as “Fig Portfolio Shares”. We designate each separate series of Fig Portfolio Shares by a name that includes the year to which that series relates, as more fully described below. We are a publisher of video games and related products and systems. We have in the past sold, and continue to sell, different series of non-voting preferred stock, par value $0.0001 per share, all of which series we refer to collectively as “Fig Gaming Shares.” Each different series of Fig Gaming Shares is designed to pay dividends based on the economic success of one or more specific, pre- determined video games, products or systems. Fig Portfolio Shares are different. Each series of Fig Portfolio Shares is designed to pay dividends based on the economic success of multiple video games, products or systems that are not pre-determined at the time of investment, but are instead determined by Fig’s management over the course of using the proceeds of this offering, subject to deadlines described herein. Each series of Fig Portfolio Shares will pay dividends based on the revenue the Company receives under a publishing licensing agreement with yet-to-be identified developers from sales of particular video games, products or systems funded by the sales of such series once they are developed and commercially available. However, since the Company’s management will decide which products to publish after investors purchase the shares of Fig Portfolio Shares, investors will not be able to evaluate the video games, products or systems, their stage of development, the developers, the potential for commercial success or the terms of the publishing license agreement before investing in the Fig Portfolio Shares. Therefore, investors will not be able to assess the likelihood, potential amount or timing of any dividends that may be paid on the series of Fig Portfolio Shares. If investors do not approve of how the Company’s management is using the proceeds of an offering of Fig Portfolio Shares, including the developer, the product or the terms of the license agreement selected by the management, investors will be unable to exit their investment since Fig Portfolio Shares are not tradable or transferrable. Furthermore, while investors will have the right to the return of any funds raised through the sale of the series of Fig Portfolio Shares deposited in an Escrow Account (as defined herein) net of fees and expenses if not used in a specified period, the Company’s management may have the incentive to use all the funds even if their choices could yield lower returns for investors or result in long delays before any games, products or systems are fully developed or capable of generating revenues. This offering circular has multiple parts. Every investor should read the main part, which describes Fig generally. After the main part, there are different schedules. Each schedule describes a different series of Fig Portfolio Shares being offered. Each investor should read the schedule or schedules that describe the particular series of Fig Portfolio Shares in which they may invest. As of the date of this offering circular, we are offering the following series of Fig Portfolio Shares under this offering circular: Fig Portfolio Shares – Series 2021: We are offering a maximum of 15,000 Fig Portfolio Shares – Series 2021 (“FPS – Series 2021”) at $1,000 per share. Shares of FPS – Series 2021 are designed to pay dividends based on the economic performance of the video games, products or systems that Fig decides to co-publish, as determined by Fig’s management, over the course of using the proceeds of this offering, subject to deadlines described herein. All proceeds raised, less 2.7% (which amount we will retain to pay transaction fees that we incur in connection with this offering), will remain in a non-interest bearing escrow ● account maintained on our behalf by Prime Trust, LLC (the “Escrow Account”) until such funds are deployed as described herein. FPS – Series 2021 are preferred shares of capital stock of Fig with no voting rights, which are designed to reflect the economic performance of certain co-publishing and revenue sharing agreements that we will enter into with various developers. Under these co-publishing and revenue sharing agreements (the “Portfolio License Agreements”), we will co- publish certain games, products and systems (collectively, the “Portfolio Products”), as developed by various developers (the Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “Portfolio Developers”). We reserve the right to begin deploying proceeds of this offering following the first closing of this offering, even if we have multiple closings. Nevertheless, investors in prior closings will not be given a preference compared to later investors with respect to dividend rights. Provided that the Portfolio Products are successfully developed and published, sales receipts from the Portfolio Products will be shared as follows: Receipts will be allocated into a revenue share for Portfolio Developers and a revenue share for Fig, in the proportions ○ described in greater detail in this offering circular schedule. See “The Portfolio Products, the Portfolio Developers and the Shares” in this offering circular schedule. Fig will pay a minimum of 85% of its revenue share to the holders of FPS – Series 2021, in the form of dividends, subject ○ to our dividend policy. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Fig’s board of directors (our “Board”) may, in its sole discretion, from time to time, pay more than 85% (and up to 100%) ○ of Fig’s revenue share to the holders of FPS – Series 2021, if in the Board’s view business conditions so permit. Dividends on FPS – Series 2021 will be declared every six months, as of every May 15 and November 15, and paid thereafter, in all events after such time (if ever) as the Portfolio Products are successfully developed and published and sales receipts begin to be received. Aggregate dividend amounts will be distributed equally among all holders of FPS – Series 2021, in proportion to the number of shares held. In the event Fig does not contribute all of the proceeds of the Offering as Fig Funds for the previously disclosed purposes, any proceeds of the Offering as Fig Funds not otherwise used for previously disclosed fees related to the offering will be returned to holders of FPS – Series 2021 on a pro rata basis, without interest or deduction except for any transaction costs incurred by the Escrow Agent, which we believe will be approximately 1.0% of the funds, in returning the funds and any outstanding expenses related to the Escrow Account, on the second anniversary of the final closing of this offering (the “Escrow Expiration Date”). As the Escrow Expiration Date will be on the second anniversary of the final closing of this offering, in the event that any proceeds are not used to support Portfolio Products, investors who participate may not receive their pro rata return of their unutilized investment amount for over three years, depending on the length of time the offering is open. There is no minimum amount of FGS – Series 2021 that we need to sell, meaning we could raise a very small amount of money to deploy into Portfolio Products For more information on FPS – Series 2021, please read Schedule Series 2021, as well as the main part of this offering circular. There is no trading market for any Fig Portfolio Shares and we do not expect one to develop, in part because we have imposed certain transfer restrictions on all of them. As a result, investors should be prepared to retain their Fig Portfolio Shares for as long as the shares remain outstanding, and should not expect to benefit from any share price appreciation. The principal economic benefit of holding Fig Portfolio Shares is the opportunity to receive dividends, if the games, products or systems associated with the particular Fig Portfolio Shares held are a commercial success. Each offering of a series of Fig Portfolio Shares shall continue until the earlier of (i) 240 days after qualification of the offering statement or offering statement amendment for that series (which date we may extend one time for up to an additional 240 days, in our sole discretion, with any such extension to be reported on our platform, Fig.co, Republic.co and the filing of an offering supplement pursuant to SEC Rule 253(g)), and (ii) the date on which all of the offered shares in that series have been sold, or such earlier time as we may determine in our sole discretion.