NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO LOS ANGELES TAIWAN BOSTON HOUSTON AUSTIN HANOI HO CHI MINH CITY	FIRM and AFFILIATE OFFICES	SHANGHAI ATLANTA BALTIMORE WILMINGTON MIAMI BOCA RATON PITTSBURGH NEWARK LAS VEGAS CHERRY HILL LAKE TAHOE MYANMAR OMAN A GCC REPRESENTATIVE OFFICE OF DUANE MORRIS ALLIANCES IN MEXICO AND SRI LANKA
	David N. Feldman DIRECT DIAL: +1 212 692 1036 PERSONAL FAX: +1 212 202 6094 E-MAIL: dnfeldman@duanemorris.com   www.duanemorris.com

June 25, 2018

Mara L. Ransom
Assistant Director
Office of Consumer Products
U.S. Securities and Exchange Commission
100 F. Street N.E.
Washington, D.C. 20549

Dear Ms. Ransom:

On behalf of The Lovesac Company (the “Company”), we respond as follows to the Staff’s comment letter, dated June 22, 2018, relating to the above-captioned registration statement on Form S-1 filed with the Commission on April 20, 2018 (the “Registration Statement”). Captions and page references herein correspond to those set forth in Amendment No. 4 to the Registration Statement, a copy of which has been marked with the changes from the original Registration Statement. Capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the Registration Statement.

Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

Use of Proceeds, page 32

The Company has revised the Registration Statement to remove the per share disclosure.

June 25, 2018

Page 2

Capitalization, page 33

The Company has revised the disclosure on page 38 of the Registration Statement to clarify that the “Actual” column reflects the anticipated 1-for-2.5 reverse stock split.

Dilution, page 34

The Company has revised the disclosure on page 40 of the Registration Statement to account for the subtraction of the Company’s goodwill balance of $143,562, as requested.

The Company has corrected its calculations of pro forma as adjusted net tangible book value (deficit). Below please see the calculations for determining pro forma as adjusted net tangible book value (deficit) at May 6, 2018.

June 25, 2018

Page 3

See below for the dilution calculations assuming the over-allotment is exercised in full. 

The Company has completed the table on the bottom of page 41, as requested.

June 25, 2018

Page 4

Selected Consolidated Financial Information, page 35

The Company has revised the disclosure on page 35 of the Registration Statement. Our calculations for pro forma net loss per common share are below.

The disclosure on pages 13 and 44 of the Registration Statement have been revised to clarify that the increase in pro forma net loss per common share is a result of the inducement offer to preferred stockholders.

In calculating the preferred deemed dividend for the calculation of net loss attributable to common shares for the warrant exercise price change, the exercise price used in the calculation is the midpoint price of $14. The exercise price prior to the offering is based on one of the four scenarios used to determine the exercise price of the warrants. Those are defined in the modified warrant agreement, and corrected in Note 8 of the Company’s condensed consolidated financial statements for the thirteen months ended May 6, 2018 and April 30, 2017 as follows:

The exercise price per warrant share shall be calculated as follows:

I.  If, prior to the exercise of the warrant, the Company completes its initial public offering of Common Stock (“Qualified IPO”), the exercise price per warrant share shall, subject to certain provisions, be equal to the purchase price per share of Common Stock in the Qualified IPO;

II.  If, prior to the exercise of the warrant and prior to a Qualified IPO, the Company completes a third-party equity or equity-linked financing with an institutional investor resulting in aggregate gross proceeds to the Company of at least $15,000,000 (a “Qualified Financing”), the exercise price per warrant share shall be equal to the purchase price per share of Common Stock in the Qualified Financing (subject to adjustment); provided, however, that following completion of a Qualified IPO, the exercise price per Warrant Share shall be the lower of the exercise price (the “Qualified Exercise Price”);

June 25, 2018

Page 5

III.  If, prior to exercise of the warrant, the Company has not completed a Qualified IPO or Qualified Financing, the exercise price per warrant share shall be determined based on a valuation of the Company prior to such exercise of $80 million (the “Valuation Exercise Price,” and together with the IPO Exercise Price or the Qualified Exercise Price, as the case may be, the “Exercise Price”); or

IV.  If there is Qualified Financing subsequent to a previous Qualified Financing and prior to a Qualified IPO, the Exercise Price per warrant share shall be equal to the lesser of the then current Exercise Price immediately prior to such subsequent Qualified Financing and the purchase price or deemed purchase price per share of Common Stock in the subsequent Qualified Financing.

Based on scenario III, the exercise price prior to the offering would be approximately $7.60 per share (after giving effect to the 1 for 2.5 reverse stock split), an amount that is lower and more beneficial to the warrant holders than the offering price of $14.00 per share (after giving effect to the 1 for 2.5 reverse stock split). Therefore, the exercise price change due to the offering did not result in a deemed dividend or a modification to the pro forma calculation of net loss attributable to common shares.

The $7.95 exercise price in the condensed consolidated financial statements for the thirteen months ended May 6, 2018 and April 30, 2017 was based on an outside valuation. Further as stated in the first paragraph of the prospectus summary, the financial statements do not effectuate the reverse stock split due to the timing of the split occurring after the effective date of the registration statement. As such in the scenario described above in question number 9 you should consider the $7.95 to be effected by the reverse stock split which would result in a post-effective split price of $3.18 at the time of the modification. That price represents the average exercise price of the four scenarios which were assigned a probability factor at the time, the lowest of which was the stay private scenario III, which happened to be the one in effect in the deemed dividend calculation. This amount of $7.95 was the Company’s best estimate at the time of the modification. To avoid additional confusion, the Company has removed references to the average exercise price.

Financial Statements for the Period Ended May 6, 2018

Note 12 – Subsequent Events, page F-55 

The Company has revised the disclosure on page F-44 of the Registration Statement to indicate the date of board approval of the reverse stock split of its shares of common stock at a ratio of 1 for 2.5 the reverse stock split that will occur immediately prior to the closing of the offering.

Please feel free to contact the undersigned at (212) 692-1036 if you have any questions relating to the Registration Statement or this letter.