SECURITIES AND EXCHANGE COMMISSION FORM 1-A POS Filing Date: 2021-07-16 SEC Accession No. 0001213900-21-037230 (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: 1-A POS | Act: 33 | File No.: 024-11304 | Film No.: 211095452 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 EXPLANATORY NOTE This is a post-qualification amendment to an offering statement on Form 1-A originally filed by Fig Publishing, Inc. (“Fig”) on August 27, 2020; amended thereafter by Fig; and qualified thereafter by the U.S. Securities and Exchange Commission on October 29, 2020. The purpose of this post-qualification amendment is to add to the offering statement, as amended and qualified, an offering of an additional amount of securities. The securities initially offered under the offering statement consisted of a maximum of 10,000 Fig Gaming Shares – Digital Eclipse at $1,000 per share. The additional securities being added to the offering statement by means of this post-qualification amendment are an additional 5,000 Fig Gaming Shares – Digital Eclipse at $1,000 per share, for a maximum offering of 15,000 Fig Gaming Shares – Digital Eclipse at $1,000 per share. Proceeds from the sale of all such securities shall be used by Fig for its general operations and working capital needs. An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an offering circular that is not designated as a Preliminary Offering Circular is delivered and the offering statement filed with the Commission becomes qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained. Preliminary Offering Circular (Subject to Completion) Dated July 16, 2021 Fig Publishing, Inc. Up to 15,000 Fig Gaming Shares – Digital Eclipse $1,000 per Share This Regulation A, Tier 2 offering is for shares of a particular series of non-voting preferred stock, par value $0.0001 per share, of Fig Publishing, Inc., a Delaware corporation (together with our consolidated entities, “we”, our “Company” or “Fig”). We call this series “Fig Gaming Shares – Digital Eclipse” (“FGS - DE”). We are offering a maximum of 15,000 FGS - DE at $1,000 per share, on a best efforts basis. This offering is being conducted to raise money for our general operations and working capital needs. FGS - DE are shares of capital stock of Fig with no voting rights, which are designed to reflect the economic performance of a particular co-publishing and revenue sharing agreement that we have entered into with video gaming developer Digital Eclipse Entertainment Partners, LLC (“Digital Eclipse”). Under this agreement (the “Digital Eclipse License Agreement”), we will co-publish the video games developed by Digital Eclipse to which Fig agrees to contribute development funds and to act as a publisher to (“Licensed Games” or “Digital Eclipse Games”). Provided the Digital Eclipse Games are successfully developed and published, sales receipts from the Digital Eclipse Games will be shared as follows: Receipts will be allocated into a revenue share for Digital Eclipse and a revenue share for Fig, in the proportions described in ● greater detail in this offering circular. See “The Games, the Developer and the Shares.” Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Fig will pay a minimum of 85% of its revenue share to the holders of FGS - DE, in the form of dividends, subject to our dividend ● policy. 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 FGS - DE, if in the board’s view business conditions so permit. In all events, our Board may decide not to declare (or, if already declared, not to pay) some or all of a dividend, if it believes that it would be necessary or prudent to retain such earnings in order to avoid a material adverse effect on Fig’s financial condition or results of operations (in which case the unpaid minimum dividend amount will accrue for future payment), and dividends will not be declared or paid if prohibited under applicable law. Amounts will only become available for revenue sharing and the payment of dividends if and when the Digital Eclipse Games generates sales receipts, and the total amount available for Fig’s revenue share – and consequently for dividends – will depend on the amount of such sales receipts. Dividends on FGS - DE 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 Digital Eclipse Games are successfully developed and published and Fig begins to receive Digital Eclipse Games sales receipts. Aggregate dividend amounts will be distributed equally among all holders of FGS - DE, in proportion to the number of shares held. All proceeds raised will remain in a non-interest bearing escrow account maintained on our behalf by Prime Trust, LLC until such funds are deployed for previously disclosed purposes. In the event Fig does not contribute all of the Fig Funds to the Developer for Licensed Games, any Fig Funds not otherwise used for previously disclosed fees related to the offering will be returned to holders of FGS - DE on a pro-rata basis, without interest or deduction, on the third anniversary of the final closing of this offering (the “Escrow Expiration Date”). For greater detail regarding revenue sharing and the payment of dividends, see “The Games, the Developer and the Shares” and “Our Dividend Policy.” The use of proceeds from sales of FGS - DE will not be limited to any game, game console, game developer or license agreement. Proceeds may be used to fund the development of other games or products as well as other expenditures not related to the Digital Eclipse Games. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document There is no trading market for shares of FGS - DE and we do not expect one to develop, in part because we have imposed certain transfer restrictions on these shares. See “The Games, the Developer and the Shares.” As a result, investors should be prepared to retain their shares of FGS - DE for as long as these shares remain outstanding, and should not expect to benefit from any share price appreciation. The principal economic benefit of holding shares of FGS - DE is the opportunity to receive dividends on the basis described above. This offering will continue until the earlier of (i) 120 days after qualification of the offering statement of which this offering circular is a part (which date may be extended one or more times by us, in our discretion), and (ii) the date when all of the Fig Gaming Shares offered hereunder are sold, or such earlier time as we may determine in our sole discretion. We intend, but are not required to, conduct an initial closing of this offering within 30 days after the qualification of the offering statement of which this offering circular is a part. Thereafter, we intend to conduct additional closings on an intermittent basis, with at least one, but no more than two, such closings being conducted in each subsequent 30-day period until the offering is completed. At each closing, Fig Gaming Shares will be delivered via book entry to investors who have tendered funds for their shares, and such funds will become available to us. See “Plan of Distribution.” Shares of FGS - DE will be available for purchase on Fig.co and other related websites. FGS - DE will be issued in book-entry electronic form only. Computershare Trust Company, N.A. is the transfer agent and registrar for FGS - DE. Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov. Shares of FGS - DE will be offered principally by us, affiliates of ours, and employees of ours or of our affiliates, except that investors in Alabama, Arizona, Florida, New Jersey, North Dakota, Texas and Washington will be required by state law to purchase shares of FGS - DE through a broker-deal of record.