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September 23, 2019
Stephen Berman
Chief Executive Officer
JAKKS Pacific, Inc.
2951 28th Street
Santa Monica, CA 90405
Re: JAKKS Pacific, Inc.
Registration Statement on Form S-3
Filed September 6, 2019
File No. 333-233665
Dear Mr. Berman:
We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Form S-3 filed September 6, 2019
General
1. We note that you are registering the sale of 46,728,275 shares of common
stock
underlying convertible notes owned by Oasis Investments II Master Fund
Ltd. Given the
size relative to the apparent number of shares outstanding held by
non-affiliates, and
the nature of the offering, the transaction appears to be a primary
offering. Please provide
us with your legal analysis as to why the transaction covered by the
registration statement
should be regarded as a secondary offering that is eligible to be made
on a delayed or
continuous basis under Rule 415(a)(1)(i) of the Securities Act rather
than a primary
offering where the selling shareholders are actually underwriters
selling on behalf of the
issuer. For guidance, please refer to Question 612.09 of the Securities
Act Rules
Compliance and Disclosure Interpretations. In addition, to the extent
that the transaction is
Stephen Berman
JAKKS Pacific, Inc.
September 23, 2019
Page 2
a primary offering, please tell us why you believe you are eligible to
register this
transaction as a primary offering on Form S-3.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Susan Block at 202-551-3210 or Laura Nicholson at
202-551-3584 with
any questions.
FirstName LastNameStephen Berman Sincerely,
Comapany NameJAKKS Pacific, Inc.
Division of
Corporation Finance
September 23, 2019 Page 2 Office of
Transportation and Leisure
FirstName LastName