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EDGAR Submission
|
| Header Data: |
| Submission Type: 1-A |
| Filer Info: |
| | Live-Test Flag: LIVE |
| | Filer: |
| | | Issuer Credentials: |
| CIK: 1674163 |
| CCC: XXXXXXXX |
| Form Data: |
| Employees Info: |
| | Issuer Name: Legion M Entertainment, Inc. |
| | Jurisdiction Organization: DE |
| | Year Incorporation: 2016 |
| | CIK: 1674163 |
| | Sic Code: 7812 |
| | IRS Num.: 81-1996711 |
| | Full Time Employees: 8 |
| | Part Time Employees: 9 |
| Issuer Info: |
| | Street 1: 1801 CENTURY PARK EAST 24TH FLOOR |
| | City: LOS ANGELES |
| | State or Country: CA |
| | ZIP Code: 90067 |
| | Phone Number: 510-459-7894 |
| | Connection Name: Jamie Ostrow |
| | Industry Group: Other |
| | Cash Equivalents: 1,227,661.00 |
| | Investment Securities: 0.00 |
| | Accounts Receivable: 30,817.00 |
| | Property Plant Equipment: 4,158.00 |
| | Total Assets: 2,629,095.00 |
| | Accounts Payable: 475,771.00 |
| | Long Term Debt: 48,200.00 |
| | Total Liabilities: 879,156.00 |
| | Total Stockholder Equity: 1,749,939.00 |
| | Total Liabilities and Equity: 2,629,095.00 |
| | Total Revenues: 1,062,732.00 |
| | Cost and Expenses Appl to Revenues: 726,773.00 |
| | Depreciation and Amortization: 4,484.00 |
| | Net Income: -2,939,564.00 |
| | Earnings Per Share Basic: -0.98 |
| | Earnings Per Share Diluted: -0.98 |
| | Name Auditor: Artesian CPA, LLC |
| Common Equity: |
| | Common Equity Class Name: Class A |
| | Outstanding Common Equity: 16221700 |
| | Common CUSIP Equity: 000000-00-0 |
| | Publicly Traded Common Equity: N/A |
| Common Equity: |
| | Common Equity Class Name: Class B |
| | Outstanding Common Equity: 16492620 |
| | Common CUSIP Equity: 000000-00-0 |
| | Publicly Traded Common Equity: N/A |
| Preferred Equity: |
| | Preferred Equity Class Name: N/A |
| | Outstanding Preferred Equity: 0 |
| | Preferred CUSIP Equity: 000000-00-0 |
| | Publicly Traded Preferred Equity: N/A |
| Debt Securities: |
| | Debt Securities Class Name: N/A |
| | Outstanding Debt Securities: 0 |
| | CUSIP Debt Securities: 000000-00-0 |
| | Publicly Traded Debt Securities: N/A |
| Issuer Eligibility: |
| | Certify If True? Yes |
| Application Rule 262: |
| | Certify If Not Disqualified? Yes |
| Summary Info: |
| | Indicate Tier 1 Tier 2 Offering: Tier2 |
| | Financial Statement Audit Status: Audited |
| | Securities Offered Types: Equity (common or preferred stock) |
| | Offer Delayed Continuous Flag? Yes |
| | Offering Year Flag? Yes |
| | Offering After Qualif Flag? No |
| | Offering Best Efforts Flag? Yes |
| | Solicitation Proposed Offering Flag? No |
| | Resale Securities Affiliates Flag? Yes |
| | Securities Offered: 16713636 |
| | Outstanding Securities: 16221700 |
| | Price Per Security: 1.6500 |
| | Issuer Aggregate Offering: 19,999,999.80 |
| | Security Holder Aggegate: 0.00 |
| | Qualification Offering Aggregate: 0.00 |
| | Concurrent Offering Aggregate: 0.00 |
| | Total Aggregate Offering: 19,999,999.80 |
| | Sales Commissions Service Provider Name: StartEngine |
| | Sales Commissions Service Provider Fees: 700,000.00 |
| | Auditor Service Provider Name: Artesian CPA, LLC |
| | Auditor Fees: 30,000.00 |
| | Legal Service Provider Name: CrowdCheck Law LLP |
| | Legal Fees: 30,000.00 |
| | Blue Sky Service Provider Name: State filing fees |
| | Blue Sky Fees: 15,000.00 |
| | Broker Dealer CRD Number: 291773 |
| | Estimated Net Amount: 19,225,000.00 |
| Juridiction Securities Offered: |
| | Jurisdictions of SEC Offered None? Yes |
| | Issue Juridication Securities Offering: AL |
| | Issue Juridication Securities Offering: AK |
| | Issue Juridication Securities Offering: AZ |
| | Issue Juridication Securities Offering: AR |
| | Issue Juridication Securities Offering: CA |
| | Issue Juridication Securities Offering: CO |
| | Issue Juridication Securities Offering: CT |
| | Issue Juridication Securities Offering: DE |
| | Issue Juridication Securities Offering: FL |
| | Issue Juridication Securities Offering: GA |
| | Issue Juridication Securities Offering: HI |
| | Issue Juridication Securities Offering: ID |
| | Issue Juridication Securities Offering: IL |
| | Issue Juridication Securities Offering: IN |
| | Issue Juridication Securities Offering: IA |
| | Issue Juridication Securities Offering: KS |
| | Issue Juridication Securities Offering: KY |
| | Issue Juridication Securities Offering: LA |
| | Issue Juridication Securities Offering: ME |
| | Issue Juridication Securities Offering: MD |
| | Issue Juridication Securities Offering: MA |
| | Issue Juridication Securities Offering: MI |
| | Issue Juridication Securities Offering: MN |
| | Issue Juridication Securities Offering: MS |
| | Issue Juridication Securities Offering: MO |
| | Issue Juridication Securities Offering: MT |
| | Issue Juridication Securities Offering: NE |
| | Issue Juridication Securities Offering: NV |
| | Issue Juridication Securities Offering: NH |
| | Issue Juridication Securities Offering: NJ |
| | Issue Juridication Securities Offering: NM |
| | Issue Juridication Securities Offering: NY |
| | Issue Juridication Securities Offering: NC |
| | Issue Juridication Securities Offering: ND |
| | Issue Juridication Securities Offering: OH |
| | Issue Juridication Securities Offering: OK |
| | Issue Juridication Securities Offering: OR |
| | Issue Juridication Securities Offering: PA |
| | Issue Juridication Securities Offering: RI |
| | Issue Juridication Securities Offering: SC |
| | Issue Juridication Securities Offering: SD |
| | Issue Juridication Securities Offering: TN |
| | Issue Juridication Securities Offering: TX |
| | Issue Juridication Securities Offering: UT |
| | Issue Juridication Securities Offering: VT |
| | Issue Juridication Securities Offering: VA |
| | Issue Juridication Securities Offering: WA |
| | Issue Juridication Securities Offering: WV |
| | Issue Juridication Securities Offering: WI |
| | Issue Juridication Securities Offering: WY |
| | Issue Juridication Securities Offering: DC |
| | Issue Juridication Securities Offering: PR |
| Securities Issued: |
| | Securities Issuer Name: Legion M Entertainment, Inc. |
| | Securities Issuer Title: Class A Common Stock |
| | Securities Issued Total Amount: 330,330 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: 247,812 shares of Class A Common Stock were sold at $15.00 per share for a total of $3,717,180. Additional shares of Class A Common Stock were issued without consideration as Bonus Shares and Promotional Shares. 51,170 shares of Class A Common Stock were issued as compensation to StartEngine Primary, LLC. The amounts above are on a post-split basis. |
| Securities Issued: |
| | Securities Issuer Name: Legion M Entertainment, Inc. |
| | Securities Issuer Title: Stock Options |
| | Securities Issued Total Amount: 295,000 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: 295,000 stock options exercisable for Class A Common Stock at $1.25 per share or $368,750 assuming fully exercised. The amount provided is on a post-split basis. |
| Securities Issued: |
| | Securities Issuer Name: Legion M Entertainment, Inc. |
| | Securities Issuer Title: Warrants |
| | Securities Issued Total Amount: 250,000 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: 250,000 Warrants exercisable for Class B Common Stock at $1.25 per share or $312,500 assuming fully exercised. The amount provided is on a post-split basis. |
| Unregistered Securities Act: |
| | Securities Act Excemption: Regulation CF/Section 4(a)(2) |
